LAUSD/AllHere IT Services contract 1720804456

DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-O308930E6AAE
Edsurge - 4. 17.2024 - OGC #0092705
INFORMATION TECHNOLOGY
SERVICE AND SUPPORT AGREEMENT
BETWEEN
THE LOS ANGELES UNIFIED SCHOOL DISTRICT
AND
AllHere Education, Inc.
Period of Pe1fo1mance: From July 7, 2023 (the "Effective Date") through July 6,
2025 (subject to early te1mination or extension for up to
three (3) one year option renewals as set forth herein)
Contractor Se1vice Area:

• Web and Portal Services
Agreement #4400011417
LAUSD PRA- 1
DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-D308930E6ME
TABLE OF CONTENTS
Page
1. BACKGROUND AND OBJECTIVES .................................................................. 1

1.1 Background ................................................................................................ 1
1.2 Objectives ................................................................................................... 1
2. DEFINITIONS ....................................................................................................... 2
2.1 Ce1tain Definitions ..................................................................................... 2
2.2 Other Definitions ........................................................................................ 5
3. AGREEMENT - GENERAL ................................................................................. 5
3 .1 Agreement .................................................................................................. 5
3 .2 Inte1pretation and Precedence .................................................................... 6
3.3 No Implied Agreement; Nonexclusivity..................................................... 6
4. TERM ..................................................................................................................... 7
4.1 Agreement Tenn ........................................................................................ 7
4.2 Renewal ...................................................................................................... 7
4.3 RESERVED ............................................................................................... 7
5. SERVICES - GENERAL ....................................................................................... 7
5.1 General ....................................................................................................... 7
5 .2 Resources ................................................................................................... 7
5.3 Pre1nier Customer ....................................................................................... 7
5.4 Licenses and Pennits .................................................................................. 8
5.5 Equal Employment Opportunity ................................................................ 8
5.6 Ce1t ification Regarding Debannent, Suspension or Ineligibility for
Award ......................................................................................................... 8
5.7 Conflict of Interest ..................................................................................... 9
5.8 Finge1p rinting ............................................................................................. 9
5.9 Disaster Recove1y ...................................................................................... 9
6. REERVED
7. SERVICES -APPLICATION MAINTENANCE AND
ENIIANCEMENT ............................................................................................... 10
7 .1 Development of Schedule and Acceptance Testing Criteria .................... 10
7.2 Acceptance Testing .................................................................................. 11
7.3 Acceptance of Final Deliverables ............................................................. 12
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LAUSD PRA-2
TABLE OF CONTENTS
(continued)
Page
7.4 Deliverable Credits ................................................................................... 12

8. SERVICE LEVELS; PERFORMANCE STANDARDS ..................................... 13
8.1 Service Levels .......................................................................................... 13
8.2 Measurement and Monitoring Tools ........................................................ 13
8.3 Failure to Meet Service Levels ................................................................. 13
9. EQUIPMENT; FACILITIES; SERVICE LOCATIONS ..................................... 14
9 .1 Equiprnent ................................................................................................ 14
9.2 Facilities ................................................................................................... 14
9.3 Use of LAUSD Property and Facilities .................................................... 15
10. PERSONNEL ....................................................................................................... 16
10.1 Qualifications and Requirements of Contractor Personnel ...................... 16
10.2 Right to Reject Contractor Personnel.. ..................................................... 16
10.3 Key Contractor Positions .......................................................................... 17
11 . SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS AND
OBLIGATIONS ................................................................................................... 17
11 .1 Software Generally ................................................................................... 17
11.2 Software Owned or Licensed by LAUSD; Work Product ....................... 17
11.3 Contractor Software and Other Intellectual Property ............................... 18
11 .4 Modifications ............................................................................................ 19
11 .5 Proprietary Notices ................................................................................... 19
11 .6 Royalties ................................................................................................... 19
11 .7 Registrations ............................................................................................. 19
11 .8 Residual Knowledge ................................................................................ 19
12. CONTRACT AND PROJECT MANAGEMENT ............................................... 20
12.1 Appointinents ........................................................................................... 20
12.2 Project Management Meetings ................................................................. 20
12.3 Performance Reports ................................................................................ 21
12.4 Certain Rights In The Event Of Service Level Default Or Failure
To Meet Key Milestone ............................................................................ 21
12.5 Change Control Procedures ...................................................................... 21
12.6 Subcontracting .......................................................................................... 21
Agreement #4400011417 -u-
LAUSD PRA- 3
TABLE OF CONTENTS
(continued)
Page
12.7 hnprovements in Technology ................................................................... 22

13. AUDITS ............................................................................................................... 22
13 .1 Audit Rights ............................................................................................. 22
13.2 Audit Follow-Up ...................................................................................... 23
13.3 Records Retention .................................................................................... 23
14. CHARGES ........................................................................................................... 24
14.1 General ..................................................................................................... 24
14.2 Pass-Through Expenses ............................................................................ 24
14.3 Incidental Expenses .................................................................................. 24
14.4 Taxes ........................................................................................................ 24
15. mvorc mG AND PAYMENT ........................................................................... 25
15 .1 Invoices .................................................................................................... 25
15 .2 Payinent .................................................................................................... 26
15.3 Proration ................................................................................................... 26
15.4 Refunds .................................................................................................... 26
15.5 Set Off and Disputed Charges .................................................................. 26
16. DATA AND mFORMATION ............................................................................ 27
16.1 Public Records ......................................................................................... 27
16.2 Ownership and Protection of LAUSD Info1mation .................................. 27
16.3 Retuin of Data .......................................................................................... 28
16.4 Security .................................................................................................... 28
16.5 Destroyed or Lost Data............................................................................. 29
16.6 Unauthorized Uses and Disclosures ......................................................... 29
16.7 Repo1t ing and Mitigating the Effect of Unauthorized Uses and
Disclosm·es ............................................................................................... 30
17. CERTAm REPRESENTATIONS, WARRANTIES AND COVENANTS ........ 31
17 .1 General Matters ........................................................................................ 31
17 .2 Efficiency and Cost Effectiveness ............................................................ 31
17.3 Non-infringement and Ownership ............................................................ 31
17.4 Inducements ............................................................................................. 32
Agreem ent #4400011417 -m-
LAUSD PRA-4
DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-O30B930E6AAE
TABLE OF CONTENTS
(continued)
Page
17.5 Compliance with Laws ............................................................................. 32

17.6 Facilities and Conditions .......................................................................... 32
17. 7 Wa1rnnty on Perfo1mance of Deliverables ............................................... 33
17.8 Accuracy of Documentation ..................................................................... 34
17.9 No Clai1ns ................................................................................................. 34
17.10 Third Pai1y Wan-anties ............................................................................. 34
17 .11 Disclai1ner ................................................................................................ 34
17.12 Americans with Disabilities Act (ADA) ... ............ ...... ...... ...... ...... .
18. WSURANCE ....................................................................................................... 35

18.1 Ce1iification .............................................................................................. 35
18.2 Required Insurance Coverages ................................................................. 35
18.3 Evidence of Insurance .............................................................................. 36
18.4 Additional Insurance ................................................................................ 36
19. WDEMNIFICATION .......................................................................................... 36
19.1 Indemnification by Contractor ................................................................. 36
19.2 Action on Claim of Infringement ............................................................. 37
19.3 Indemnification Procedures ...................................................................... 38
20. LIMITATION OF LIABILITY. ........................................................................... 38
21. REMEDIES AND TERMWATION .................................................................... 39
21.1 Enors and Defects Escalation Procedures ................................................ 39
21.2 Te1mination by LAUSD for Cause........................................................... 41
21.3 Te1mination by LAUSD for Convenience ............................................... 42
21.4 Te1mination by LAUSD for Non-Appropriation...................................... 42
21.5 Te1mination for Change of Control.. ........................................................ 42
21.6 Te1mination for Insolvency ...................................................................... 43
21.7 Extension ofTe1mination Effective Date ................................................. 43
21.8 Effect of Te1mination ............................................................................... 43
21.9 Te1mination Assistance ............................................................................ 43
21.10 Tennination of Agreement ....................................................................... 43
Agreement #4400011 41 7 -IV-
LAUSD PRA-5
TABLE OF CONTENTS
(continued)
Page
22. MISCELLANEOUS ............................................................................................. 43

22.1 Applicable Law ........................................................................................ 43
22.2 Jurisdiction and Venue ............................................................................. 44
22.3 UCITA...................................................................................................... 44
22.4 Equitable Remedies .................................................................................. 44
22.5 Interpretation ............................................................................................ 44
22.6 Binding Nature and Assignment .............................................................. 44
22. 7 Expenses ................................................................................................... 44
22.8 Amendment and Waiver.. ......................................................................... 45
22.9 Further Assurances; Consents and Approvals .......................................... 45
22.10 Publicity ................................................................................................... 45
22.11 Severability............................................................................................... 45
22.12 Entire Agreement ..................................................................................... 45
22.13 Notices ...................................................................................................... 45
22.14 Survival .................................................................................................... 46
22.15 Independent Contractors ........................................................................... 46
22 .16 Third Paiiy Beneficiaries .......................................................................... 46
22.17 Cumulative Remedies .............................................................................. 47
22 .18 Counterpaiis ............................................................................................. 47
22.19 Force Majeure .......................................................................................... 47
Agreement #4400011 41 7 -v-
LAUSD PRA-6
TABLE OF SCHEDULES
Schedule A: Statement of Work

Schedule B: Pricing Schedule
Schedule C: LAUSD Code of Conduct
Schedule D: Data Use Agreement
ScheduleE: LAUSD Information Secmity Policies
LAUSD PRA- 7
DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-D30B930E6AAE
INFORMATION TECHNOLOGY
SERVICE AND SUPPORT AGREEMENT
THIS INFORMATION TECHNOLOGY SERVICE AND SUPPORT AGREEMENT (this

"Agreement") is made and entered into as of the 7"1 day of July 2023 between The Los Angeles Unified
School District ("LAUSD" or "District"), and the entity named on the cover page to this Agreement and
identified as "Contractor" by the pa1ties' signatures below, AIIHere Education, Inc. ("AIIHere" or
"Contractor"), and replaces and supersedes Limited Notice to Proceed No 4400011417 entered into as of
the 7th day of July, 2023, between LAUSD and Contractor.
1. BACKGROUND AND OBJECTIVES
1.1 Backgrnund
(a) RESERVED
(b) This Agreement sets f01th the general tenns and conditions governing the contractual
relationship between LAUSD and Contractor for Web and Portal Services.
(c) Contractor is an experienced provider of se1vices in the Contractor Se1vice Area .

Contractor represents that it has, and will throughout the Te1m have, the skills,
qualifications, expe1tise and experience necessary to pe1fo1m and manage the se1vices
described in this Agreement in an efficient, cost-effective manner with a high degree of
quality and responsiveness, and that it has perfo1med and continues to perfo1m similar
se1vices for other customers in such manner.
1.2 Objectives
LAUSD's objectives in entering into this Agreement include obtaining:
(a) high quality se1vices in the Contractor Se1vice Area provided in a cost-effective manner;
(b) a flexible relationship with Contractor under which Contractor will be highly responsive
to LAUSD requirements as LAUSD may establish them from time to time;
(c) consistent and effective management of the relationship between Contractor and LAUSD;
and
(d) a cooperative and collaborative relationship between Contractor and LAUSD's other
third-pa1ty contractors and Affiliates, should Contractor's provision of the Se1vices
require such interaction(s).
2. DEFINITIONS
2.1 Certain Definitions
As used in this Agreement and the Schedules, capitalized te1ms will have the meanings set forth in this
Alticle 2.
All Here Education, Inc.

Agreement #440001141 7 1
LAUSD PRA-8
DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-D30B930E6ME
(a) "Affiliate" means any entity controlled by, controlling, or under common control with, a
pa1ty, where "control" means the possession of the power, directly or indirectly, to direct
the management and policies of a party whether through the ownership of voting
securities, contract or othe1wise.
(b) "Charges" means the amounts payable to Contractor by LAUSD as payment in full for
Se1vices provided. All Charges will be in U.S. Dollars.
(c) "Change Order" means an amendment executed by a duly authorized representative of

Contractor and by District.
(d) "Confidential Information" means any and all confidential information of LAUSD
and/or LAUSD's employees or students and includes, but is not limited to, Personally
Identifiable Info1mation, LAUSD Data, all LAUSD student records and personnel
records, and the minutes of any and all meetings between Contractor and LAUSD
regarding this Agreement or the Se1vices. Except to the extent that LAUSD is
nonetheless required to maintain applicable info1mation or data as confidential,
Confidential Info1mation excludes: (i) info1mation independently developed by
Contractor for a party other than LAUSD without the use of confidential info1mation of
LAUSD; (ii) info1mation that is or becomes publicly lmown through no wrongful act of
Contractor or of any third party; and (iii) any info1mation obtained by Contractor without
an obligation of confidentiality from a third party who did not receive it directly or
indirectly from LAUSD.
(e) "Contractor Off-The-Shelf Software" means any softwar·e used to provide the Se1vices
that is available off-the-shelf software owned by Contractor or a third pa1ty, which
Contractor makes available for licensing by end users and which does not result, in whole
or in part, from development or customization effo1ts under this Agreement. Contractor
Off-The-Shelf Softwar·e will include any and all bug fixes and other nonmate1ial
revisions to Contractor Off-The-Shelf Softwar·e.
(t) "Contractor Customized Software" means any software used to provide the Se1vices
that is owned by Contractor or third parties, but which is customized or othe1wise
modified by Contractor pursuant to the terms of the Agreement for use by LAUSD.
"Customizations" means those features, functions, interfaces or other aspects of the
Contractor Customized Software that have been specifically developed or customized for
District. Contractor Customized Software will include any and all bug fixes and other
nonmaterial revisions to Contractor Customized Softwar·e, regar·dless of whether District
has funded such bug fixes or other revisions.
(g) "Contractor Personnel" means Contractor's employees, agents, contractors, and

subcontractors (as well as any employees, agents, contractors, or subcontractors of those
contractors or subcontractors) perfo1ming the Se1vices.
(h) "Contractor Service Area" means the contractor se1vice ar·ea(s) identified on the cover
page attached hereto.
(i) "Critical Task" has the meaning given in Subsection 21. l(e).
G) "Data Subject" means an individual to whom Personally Identifiable Info1mation relates.

Agreement #4400011417 2
LAUSD PRA-9
(k) "Deliverable" means a deliverable to be delivered or provided by Contractor under this

Agreement, and may be Contractor Off-The-Shelf Software, Contractor Customized
Software, Work Product, Documentation, Code Documentation or any other items
identified for delive1y in this Agreement. "System Deliverables" are those software and
software-related Deliverables that Contractor will deliver to District under this
Agreement and that require installation or operation in connection with or following such
delive1y.
(1) "Deliverable Credit" has the meaning given in Section 7.4.
(m) "Deliverable Work Plan" has the meaning given in Section 7.1.
(n) "District" and "LAUSD" mean the Los Angeles Unified School Distiict, each and eve1y
subdivision or unit thereof constituted now and in the future (including, if applicable,
schools and or teITitories within Los Angeles County, California not cuITently se1viced by
the Los Angeles Unified School Distiict, cha1ter schools in Los Angeles County, and
other entities with whom the Los Angeles Unified School Distiict contracts to provide
educational and education-related se1vices to students resident in Los Angeles County),
and each and eve1y entity succeeding in the future to the responsibility of the Los
Angeles Unified School Distiict (including, if applicable, such other entities described in
this definition) to provide educational se1vices to students resident in Los Angeles
County at any level of education.
(o) "Documentation" means all operator guides, operating procedures (including any special
year-end procedures), user manuals, training aides, installation guides, testing criteria,
functional and detailed specifications and other technical documents with respect to a
Deliverable or any po1tion or component thereof. "Code Documentation" is a specific
type of Documentation (sometimes desc1ibed as "internal software code") comprising the
written text that accompanies computer software source code, describing the functionality
incorporated in the source code, its data stmcture, algorithms and application program
interfaces, and explaining how the computer software pe1fonns its functions.
(p) "Final Criteria" has the meaning given in Subsection 7. l(c).
(q) "Final Deliverable" means all related Deliverables, where such Deliverables are
intended or required to operate as a system or othe1wise to perfo1m inteITelated functions.
(r) "Initial Acceptance Period" has the meaning given in Subsection 7.2(d).
(s) "Key Contractor Personnel" has the meaning given in Section 10.3.
(t) "Key Milestone" has the meaning given in Subsection 7. l(a).
(u) "LAUSD Data" means info1mation (regardless of fo1mat) entered into software or
equipment by or on behalf of LAUSD, as well as info1mation deiived from this
info1mation.
(v) "LAUSD Information" means all information, in any fo1m, furnished or made available
directly or indirectly to Contractor by LAUSD or othe1wise obtained by Contractor from
or on behalf ofLAUSD, including: (i) all info1mation ofLAUSD or any LAUSD
Affiliates to which Conti·actor has had or will have access, whether in oral, written,
Agreement #4400011417 3
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DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-O30B930E6ME
graphic or machine-readable form; (ii) all Work Product; and (iii) all Confidential
Information.
(w) "LAUSD Information Security Policies" means the w1itten secmity policies and
procedures set fo1th in Schedule G that are in effect dming the Te1m for the secmity of
LAUSD facilities and LAUSD Info1mation, as such policies may be modified, amended
or replaced by LAUSD from time to time and provided to Contractor.
(x) "LAUSD Software" means software owned by LAUSD and includes software developed
by LAUSD internally and software developed by third parties for ownership by LAUSD.
(y) "Pass-Through Expenses" means reasonable and actual out-of-pocket expenses incmTed
by Contractor for equipment, materials, supplies or other Services provided to LAUSD
that are chargeable to LAUSD. Pass-Through Expenses shall not include Contractor's
overhead costs, administrative expenses or other mark-ups.
(z) "Personally Identifiable Information" means any nonpublic info1mation that can be
used to distinguish or trace an individual's identity either directly or indirectly through
linkages with other info1mation.
(aa) "Schedule" means any schedule, exhibit, agreement or other document either (i) attached
to this Agreement; or (ii) executed by the pruties at any time hereafter, if such document
states that it is a schedule or exhibit to this Agreement.
(bb) "Service Level" has the meaning given in Section 8.1.
(cc) "Service Level Default" has the meaning given in Subsection 8.3(a).
(dd) "Services" means se1vices within the Contractor Se1vice Area to be perfo1med under this
Agreement.
(ee) "Substantive Enor" means any defect in a Deliverable or Final Deliverable that
materially and adversely affects (i) LAUSD's operations or (ii) LAUSD's ability to use
the Deliverable or Final Deliverable for the purposes contemplated in this Agreement.
(fl) "Term" means the initial te1m of this Agreement desciibed in Section 4.1 and any and all
renewal te1ms entered into pursuant to Section 4.2.
(gg) "Virns" means any computer vims or other "contaminant," including any codes or
instrnctions that are designed to (or pe1mit or enable anyone to) inapprop1iately access,
modify, delete, damage or disable any aspect of the LAUSD info1mation technology
environment.
(hh) "Work Product" means any tangible or intangible work product that is a literruy or
other work of authorship made specifically for and delivered to Distiict by Contractor as
prut of the Se1vices, either solely or jointly with others, including by independent
contractors, Contractor's employees or agents. Work Product shall include
Documentation, where such Documentation is made specifically for District.
Notwithstanding anything herein to the contra1y, nothing shall waive or othe1wise impair
District's, Contractor's or a third-pa1ty's ownership of or other rights in any po1tions of
Work Product, data, info1mation or other intellectual capital, developed or acquired prior
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LAUSD PRA - 11
to or othe1wise developed independent of this Agreement, or derivatives thereof

(collectively, the "Pre-Existing Items"). No party shall gain any ownership rights in the
other paity's Pre-Existing Items or any de1ivative works thereof.
2.2 Other Definitions
To the extent not defined above, other capitalized te1ms used in this Agreement and the Schedules and
will be defined in the context in which they ai·e used and have the meanings there indicated.
3. AGREEMENT-GENERAL
3.1 Agreement
This Agreement contains general contractual te1ms for Se1vices that Contractor will provide to LAUSD.
The District shall pay Contractor a total not to exceed price of $5,997,012 for Se1vices provided under
this Agreement and within the Statement of Work.
3.2 Interpretation and Precedence
(a) This Agreement, the Schedules attached hereto, and any Schedules attached thereto are to
be inte1preted so that all of the provisions ai·e given as full effect as possible. In the event
of a direct conflict between these documents, the following order of precedence will
apply:
(i) This Agreement;

(ii) any Schedule to this Agreement; and
(iii) any Deliverable Work Plan.
(b) References to and use of the te1ms "including" or "e.g." in this Agreement or its
Schedules means "including, without liinitation."
3.3 No Implied Agreement; Nonexclusivity
(a) RESERVED.
(b) Except as expressly agreed upon under this Agreement, nothing in this Agreement
requires LAUSD to purchase products or Se1vices from Contractor. LAUSD may request
info1mation, proposals, or competitive bids from third pa1ties on the same or different
te1ms than as provided in this Agreement.
(c) Contractor may provide products and se1vices to any other paities on te1ms that are the
same as or different than those provided herein, provided that Contractor complies with
all of its obligations conta.ined herein, including its obligations related to confidentiality.
(d) Except for an express agreement for the purchase of specified amounts of, if any,
LAUSD may obtain se1vices siinilai· to, identical to, or in addition to or outside the scope
of the Se1vices at any time during the Te1m from a third paity or provide them internally.
LAUSD shall have no obligation to obtain from Contractor any se1vices that ai·e not
included within the definition of Se1vices as described in this Agreement.

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(e) Contractor aclmowledges that LAUSD may be conside1ing, and may in the future
consider, the development and implementation of ideas, products and technologies
similar to or the same as those that may be owned or controlled by Contractor. Nothing
in this Agreement will prevent LAUSD from pursuing any such ideas or pursuing the
development and implementation of products or technologies similar to or related to
Contractor's, either internally or through third pa1ties.
4. TERM
4.1 Agreement Term
The initial te1m of this Agreement shall begin as of July 7, 2023 and shall continue through July 6, 2025
unless te1minated or extended pursuant to the terms of this Agreement.
4.2 Renewal
Provided that this Agreement has not expired or othe1wise been te1minated, LAUSD shall have three (3)
one year options to renew this Agreement for a period of up to three years (as specified by LAUSD in any
renewal notice delivered hereunder) by delivering w1itten notice of such renewal to Contractor at least
thirty (30) calendar days before expiration of the initial te1m described in Section 4.1. After such one
year peiiod, any subsequent renewal of this Agreement shall be by mutual agreement prior to the
expiration of the then-cunent Te1m. All of the te1ms of this Agreement shall continue to apply without
change dming any renewal period.
Period of Agreement
Initial Peiiod July 7, 2023 - July 6, 2025
Option Year I July 7, 2025 - July 6, 2026
Option Year 2 July 7, 2026- July 6, 2027
Option Year 3 July 7, 2027 - July 6, 2028
4.3 RESERVED
5. SERVICES - GENERAL
5.1 General
In addition to the se1vices, functions, responsibilities, and tasks expressly desc1ibed in this Agreement,
the following are deemed to be included in the Se1vices as if expressly desc1ibed therein: (i) se1vices,
functions, responsibilities and tasks normally perfo1med by providers of similar services within the
Contractor Se1vice Area on an outsourced basis; and (ii) services, functions, responsibilities and tasks that
are reasonably required for, or incidental to, the proper perfo1mance and provision of the expressly
described Se1vices.
5.2 Resources
Except as othe1wise expressly provided in this Agreement, Contractor will be responsible for providing
all facilities, personnel, equipment and other resources necessaiy to provide the Se1vices.

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5.3 Premier Customer
Contractor will treat LAUSD as a premier customer. As a premier customer of Contractor, LAUSD shall
be entitled to:
(a) Disaster Recove1y Pliolity
In the event of a disaster at a Contractor facility used to provide the Se1vices, with respect to resources
engaged in recove1y efforts stemming from such disaster that Contractor must allocate between or among
Contractor's customers, no other Contractor customer will receive higher p1iority than LAUSD with
respect to those resources.
(b) Prio1ity Staffing
Contractor shall make a good faith effo1t throughout the Te1m to ensure that Contractor's best qualified
personnel resources are assigned to the LAUSD account, subject to LAUSD's rights to request
reassignment of ce1tain Contractor Personnel, as set fo1th in Article 10 of this Agreement.
5.4 Licenses and Permits
Contractor will be responsible for obtaining, at Contractor's cost, all applicable licenses, authorizations
and pe1mits required of Contractor to perfo1m the Se1vices. Contractor will pay all fees and taxes
associated with such licenses, auth01izations and pe1mits.
5.5 Equal Employment Opportunity
It is the policy of District that, in connection with all work pe1fo1med under District agreements, there
shall be no disc1imination against any employee or applicant for employment because of race, color,
religious creed, national origin, ancestry, ma1ital status, sex, sexual 01ientation, age, disability or medical
condition. Contractor agrees to comply with this policy and applicable federal and state laws. In addition,
Contractor agrees to require like compliance by all employees and subcontractors perfo1ming Se1vices.
5.6 Certification Regarding Debarment, Suspension or Ineligibility for Award.
(a) By signing this Agreement, Conti·actor ce1tifies that Contractor and any of its principals:
(i) AI·e not presently debaned, suspended, proposed for debarment, or declar·ed
ineligible for the award of contracts by any Federal or State agency; and
(ii) Have not, within the three-year· pe1iod preceding the Effective Date, been
convicted of or had a civil judgment rendered against them for: commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain, or
perfo1ming a Federal, state or local government conti·act or subcontract; violation
of Federal or state antitrnst statutes relating to the submission of offers; or
commission of embezzlement, theft, forge1y, bribe1y, falsification or destrnction
of records, making false statements, tax evasion, or receiving stolen prope1ty; and
ar·e not presently indicted for, or othe1wise criminally or civilly char·ged by a
Government entity with, commission of any of these offenses.
(b) It shall be a mate1ial breach of this Agreement if, at any time dUiing the Te1m hereof,
Conti·actor shall be: debarTed, suspended, proposed for debarment, or declared ineligible
Agreement #440001141 7 7
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for the award of contracts by any Federal or State agency; or, convicted of or have a civil
judgment rendered against it for: commission of fraud or a climinal offense in connection
with obtaining, attempting to obtain, or performing a Federal, state or local government
contract or subcontract; violation of Federal or state antitrnst statutes relating to the
submission of offers; or commission of embezzlement, theft, forge1y, bribe1y ,
falsification or destmction of records, making false statements, tax evasion, or receiving
stolen property.
5.7 Conflict of Interest
Contractor agrees to comply with, and cause all Contractor Personnel to comply with, the Contractors'
and Consultants' Code of Conduct attached hereto as Schedule C, as such Code of Conduct may be
amended by LAUSD from time to time and provided to Contractor. Contractor will take all necessa1y
steps to avoid the appearance of a conflict of interest and will have an ongoing duty to disclose to District
any and all circumstances that pose a potential conflict of interest. Should a conflict of interest issue
ruise, Contractor agrees to folly cooperate in any inquiiy and to provide Distiict with all documents or
other info1mation reasonably necessa1y to enable Dist:Iict to dete1mine whether or not a conflict of interest
existed or exists. Any breach of this section shall constitute a material breach and grounds for immediate
te1mination of this Agreement, in addition to any other remedies District may have.
5.8 Fingerprinting
(a) For those Contractor Personnel who will have contact with Dist:Iict pupils, Contractor
will comply with this Section 5.8, pursuant to California Education Code Section
45125.1.
(i) Contractor will provide District with a list, by school site, of the names of
Contractor Personnel who may have contact with District pupils (collectively, the
"Affected Persons"), and will promptly update this list for changes in Contractor
Personnel.
(ii) Conti·actor will require the Affected Persons to submit to fingerprinting in

accordance with Education Code Section 45125.1.
(iii) Contractor will prohibit each Affected Person from having contact with District
pupils until the California Deprutment of Justice has asce1tained that such
Affected Person has not been convicted of any violent or serious offense which,
if committed in California, would have been punishable as a violent or se1ious
felony (under California Penal Code Sections 667.5(c) and 1192.?(c),
respectively).
(iv) Cont:I·actor hereby ce1tifies and confnms, and upon request will separately ce1tify
in writing to Dist1ict, that neither Conti·actor nor any Affected Persons have been
convicted of any violent or se1ious offense desclibed in Section 5.8(a)(iii) above.
(b) In addition to the foregoing, Disti·ict may require Contractor and Affected Persons to
submit to tuberculosis testing and additional background checks and testing at District's
sole and absolute discretion.

Agreement #440001141 7 8
LAUSD PRA - 15
5.9 Disaster Recovery
Contractor will maintain adequate disaster recove1y and business continuity plans in respect of
each facility and data center from which Se1vices are perfo1med. Contractor will update and test
its disaster recove1y and business continuity plans at least annually and ce1tify the results of such
testing to LAUSD. Upon a disaster (as defined in Contractor's disaster recovery and business
continuity plans), Contractor will promptly unde1take all applicable actions and precautions under
the disaster recove1y and business continuity plans, and diligently pursue them as necessary to
avoid or, if unavoidable, minimize any intem1ption of Se1vices.
6. RESERVED
7. SERVICES-APPLICATION MAINTENANCE AND ENHANCEMENT
The provisions of this Alticle 7 shall only apply to the extent that Contractor is required under this
Agreement to deliver a Deliverable to District.
7.1 Development of Schedule and Acceptance Testing Criteria
Where the Agreement Contractor to deliver one or more Deliverables to District, Contractor shall, within
the timeframe specified in the Agreement, deliver to Distiict a w1itten plan for the development and
testing of such Deliverables (the "Deliverable Work Plan"). The Deliverable Work Plan shall include,
at a minimum:
(a) Staged milestones (each a "Key Milestone") for the development of each Deliverable
and objective criteria for measuring Contractor's progress towar·d achieving each Key
Milestone.
(b) A schedule for the development of each Deliverable, including the dates that Conti·actor
will achieve each Key Milestone and dates for the completion and delive1y of each
Deliverable, including any Final Deliverable(s).
(c) Specifications and proposed acceptance c1iteria and/or review periods, as approp1iate, for
each Deliverable and each Final Deliverable (each a set of"Final Criteria") .
(d) Specification of a timeframe following Contractor's delivery of a Deliverable to District

during which the Deliverable will be subject to acceptance testing against its Final
Criteria by the District (the "Initial Acceptance Period"). While a Deliverable Work
Plan may specify a longer period of time for the Initial Acceptance Peiiod, the Initial
Acceptance Period shall be no shorter than sixty (60) days.
The Deliverable Work Plan will be subject to District's review, comment, and approval and will be
approved by the pa1ties in w1iting. Contractor will not commence development of any System
Deliverable until the parties have approved the Deliverable Work Plan in writing, or, in the absence of
such approval, the Distiict has specifically authorized Conti·actor in writing to commence development.
7.2 Acceptance Testing
(a) Following delive1y to District of a Deliverable, the Deliverable shall be subject to

acceptance testing or review by District. A System Deliverable shall be considered
delivered upon the installation or other implementation thereof, unless othe1wise
Agreement #440001141 7 9
LAUSD PRA - 16
specified in an applicable Deliverable Work Plan. If District notifies Contractor that a

Deliverable does not satisfy or confo1m to the Final C1ite1ia within the Initial Acceptance
Pe1iod, Contractor shall, at no cost to District, take whatever action is necessa1y to
co1Tect any deficiencies within thirty (30) calendar days after District's notification to
Contractor, unless a sho1ter co1Tection period is agreed upon by the Parties.
(b) With respect to System Deliverables, upon completion of co1Tective action by Contractor,
Distr·ict will subject the revised System Deliverable to acceptance testing. If, upon the
expiration of the sixty (60) day period after the end of the Initial Acceptance Pe1iod, the
System Deliverable still does not confo1m to the Final Crite1ia, District may: (i)
immediately te1minate, under Article 21 herein (but without any requirement of a 30-day
cure pe1iod), the Agreement; or (ii) require Contractor, at no cost to District, to continue
(even beyond this sixty (60) day period) to co1Tect the deficiencies and to take whatever
action is necessary so that the System Deliverable shall conform to the Final Criteria,
while rese1ving the right to te1minate (as specified in Subsection 7.2(b)(i) above) at any
time so long as the System Deliverable fails to confo1m to the Final Criteria.
(c) Notwithstanding the foregoing, if Contractor fails to cure a deficiency within one
hundred twenty (120) calendar days after receipt of notification thereof from District,
Contractor may elect to cease cming the deficiency if Contractor (a) notifies District that
it will cease curing the deficiency and (b) promptly refunds District for all amounts paid
for related System Deliverable(s) or Final Deliverable(s). However, in the event that
Distiict has accepted a po1tion or component of the System Deliverable(s) in accordance
with this Section 7.2, and District decides, in its sole discretion, to retain such po1tion or
component, the refund owed to Distiict shall be equitably reduced by the amount that
such p01tion or component represents of the System Deliverable(s) taken as a whole.
(d) When, in District's reasonable judgment, a Deliverable has satisfied the Final C1iteria,
Distiict shall give Contractor written notice thereof. A Deliverable will be considered
accepted only after District acknowledges acceptance in writing, which
acknowledgement shall not be unreasonably withheld.
7.3 Acceptance of Final Deliverables
At the completion of installation or configuration of any Final Deliverable, Contractor shall provide
w1itten notice to District that the Final Deliverable has been completed and delivered. Following receipt
of such w1itten notice, the Final Deliverable shall operate for a period of sixty (60) consecutive calendar·
days in confo1mity with its Final Criteria and Documentation. If a Final Deliverable does not operate for
such sixty (60) days period, District may (i) immediately te1minate, under Section 21.2 herein (but
without any requirement of a 30-day cure period), this Agreement and, at District's request, Contractor
shall promptly reimburse District any amounts paid for the non-confo1ming Final Deliverable and any
component Deliverables; or (ii) if the parties agree in writing that it is commercially reasonable under the
circumstances, Contractor shall, at no cost to Distiict, continue effo1ts to co1Tect the deficiencies for a
pe1iod of time agreed to by the pa1ties so that the Final Deliverable shall conform to its Final Crite1ia and
Documentation. Notwithstanding Distiict's agreement pursuant to Subsection 7.3(ii) above for
Contractor to unde1take effo1ts to co1Tect deficiencies, District shall continue to have the light to
te1minate (as specified in Subsection 7.3(i) above) at any time so long as the Final Deliverable fails to
confo1m to its Final C1iteria and Documentation. A Final Deliverable will be finally accepted only after
District acknowledges in writing that such Final Deliverable has operated in accordance with its Final
Crite1ia and Documentation for the required sixty (60) day period, which acknowledgement shall not be
unreasonably withheld.
LAUSD PRA - 17
7.4 Deliverable Credits
Contractor acknowledges that the failure to complete and/or deliver a Deliverable or Final Deliverable or
to meet a Key Milestone, each by the time and in the manner required under the applicable Deliverable
Work Plan, will have a material adverse effect on the business and operations ofLAUSD and that the
actual amount of damage sustained by LAUSD because of such failure may be impossible or extremely
difficult to quantify or detennine. Accordingly, a Deliverable Work Plan may provide for credits
("Deliverable Credits") against fees due to Contractor for Contractor's failure to provide or complete
any Deliverable or Final Deliverable or to meet any Key Milestone, each by the time and in the manner
required under the applicable Deliverable Work Plan. Contractor acknowledges that Deliverable Credits
are not intended as a penalty but are instead the pa1ties' best approximation of District's actual damages
resulting from Contractor's failure to complete and/or deliver a Deliverable or Final Deliverable or to
meet a Key Milestone in a timely and compliant manner. A Deliverable Credit will be credited to Distr'ict
on the invoice that contains fees for the month during which the 1ight to such Deliverable Credit arose or
as soon as practicable thereafter. Payment of a Deliverable Credit does not limit District's other remedies
for Contractor's delay or failure to provide a Deliverable or Final Deliverable or to meet a Key Milestone.
8. SERVICE LEVELS; PERFORMANCE STANDARDS
8.1 Service Levels
This Agreement may include quantitative or qualitative pe1fo1mance targets to be met by Contractor in
perfo1ming the Se1vices (each a "Service Level"). With respect to each Se1vice that has an associated
Se1vice Level, Contractor shall provide such Se1vice throughout the Term in a manner that meets or
exceeds the associated Se1vice Level. Regardless of whether this Agreement includes Se1vice Levels,
Contr·actor shall perfo1m all Se1vices and obligations promptly, diligently and in a workmanlike and
professional manner, using qualified individuals and with at least the same degree of accuracy, quality,
completeness, timeliness, responsiveness and efficiency as that achieved by well-managed operations
perfo1ming se1vices similar to the Se1vices.
8.2 Measurement and Monitoring Tools
Unless othe1wise specified in this Agreement, Contractor's pe1formance of the Se1vices against
applicable Se1vice Levels will be measured on a monthly basis. Contractor shall implement measurement
and monitoring tools and procedures reasonably designed to measure its perfo1mance of the Se1vices and
assess such perfo1mance against any applicable Se1vice Levels. Contractor shall provide LAUSD with a
monthly rep01t of Se1vice Level pe1fo1mance. Upon LAUSD's request, Contractor shall provide LAUSD
with access to the measurement and monitoring tools described herein, and to any inf01mation that they
generate. Contractor's failure to measure its pe1fo1mance against any applicable Se1vice Level to the
required degree of specificity during any reporting peiiod shall constitute a Se1vice Level Default during
that repo1ting pe1iod.
8.3 Failure to Meet Service Levels
(a) If Contractor fails to provide the Se1vices in a manner that meets or exceeds any Se1vice
Level (a "Service Level Default"), Contractor will (A) promptly perfo1m a root-cause
analysis and identify the problems causing the failure, (B) rep01t to Distiict on the nature
and scope of the problems identified, (C) coITect the problems as soon as practicable and
resume meeting the Se1vice Levels, (D) advise Distiict of the progress of coITection
effo1ts at stages dete1mined by District and (E) demonsti·ate to Distiict that all reasonable
action has been taken to prevent a recuITence of the Se1vice Level Default.
Agreement #440001141 7 11
LAUSD PRA - 18
(b) Contractor aclmowledges that Se1vice Level Default(s) may have a material adverse
effect on the business and operations of LAUSD and that the actual amount of damage
sustained by LAUSD because of such failure may be impossible or extremely difficult to
detennine. Accordingly, LAUSD shall have the option, but not the obligation, to recover
the amounts specified in this Agreement as Se1vice Level Credits against amounts owed
to Contractor by LAUSD.
9. EQUIPMENT; FACILITIES; SERVICE LOCATIONS.
9.1 Equipment
(a) The te1ms of this Section 9.1 shall only apply to the extent that Contractor provides or
maintains equipment and tools in order to provide the Se1vices.
(b) Except as othe1wise specified in this Agreement, each party will be responsible for
providing and maintaining its own equipment and tools, and Contractor will be
responsible for providing all equipment and tools necessaiy to provide the Se1vices.
(c) If LAUSD shall make available to Contractor any computer, communications or other
equipment owned or leased by LAUSD, Contractor shall: (i) use such equipment for the
sole purpose of providing the Services and shall not use such equipment to provide
se1vices to or for the benefit of any third paity; (ii) comply with any directions from
LAUSD concerning the use and location of such equipment; and (iii) return such
equipment to LAUSD, upon LAUSD's request or upon termination or expiration of this
Agreement, in the same condition it was in when delivered or provided to Contractor,
ordinaiy wear and tear excepted.
9.2 Facilities
(a) The te1ms of this Section 9.2 shall only apply to the extent that Contractor is responsible
for providing (i) a facility in order to provide or pe1fo1m Se1vices, or (ii) a data center for
the hosting of applications or the storage of LAUSD Data.
(b) Except as specifically set fo1th in this Agreement, Contractor will be responsible for
providing all space and equipment necessaiy to provide the Se1vices at its own or other
facilities. Contractor will seek LAUSD's prior approval for any relocation of the
facilities at and from which the Services ai·e provided and will manage any such changes
in accordance with the change control procedures described in Section 12.4.
(c) Contractor shall host LAUSD Data in data centers located in the United States and will
not exp01t or send LAUSD Data outside of the United States without the prior wiitten
approval of LAUSD's [Chieflnfo1mation Officer and Contract Administration Analyst].
With respect to any Contractor data center from which applications are hosted by
Contractor on LAUSD's behalf or at which LAUSD Data is stored, Contractor shall
establish and mainta.in proper and adequate facilities, equipment and supplies, and a
properly trained and adequate staff, including necessruy management and support staff.
Such data center shall operate twenty-four (24) hours per day, seven (7) days per week.
(d) Throughout the Te1m, Contractor shall maintain physical and logistical secmity measures
and safeguards at Contractor facilities and data centers (including secmity measures and
safeguards specific to those ru·eas of the facilities that ru·e partitioned from the rest of the
Agreement #440001141 7 12
LAUSD PRA - 19
facilities and dedicated to the provision of the Se1vices) to guard against the destruction,
loss, alteration, or unautho1ized access of any LAUSD prope1ty or LAUSD Data that is
maintained or stored at such facilities and data centers.
(e) The security measures and safeguards maintained at Contractor facilities and data centers
shall be no less rigorous than the most rigorous of the following standards: (i) those
maintained by LAUSD as of the Effective Date at similar LAUSD facilities and data
centers; (ii) those maintained by Contractor for its other facilities and data centers; or (iii)
industiy standards for similar facilities and data centers. Such security measures shall
include at a minimum:
(i) With respect to any Contractor data center at which LAUSD Data is stored,
providing secmity guards and technical suppo1t engineers on a 24x7 basis and
maintaining access contr·ols which include, at a minimum (1) restiicting access to
the data center and any po1tions of the data center containing LAUSD Data, and
(2) monito1ing and logging access to the data center.
(ii) With respect to any Contractor facilities at which the Se1vices are perfo1med,
maintaining access controls to such facilities (pa1ticularly with respect to the
areas of such facilities from which the Se1vices are perfo1med or Confidential
Info1mation is stored), which controls will include, at a minimum (1) inspecting
identification and allowing only authorized personnel to enter such facilities, (2)
monito1ing and logging access to such facilities, (3) utilizing equipment that does
not allow for the physical download of Confidential Info1mation (e.g., computers
with disabled USB drives and/or CD bmners and disk drives without removable
disks), and (4) printing hard copy only as necessa1y to pe1fo1m the Se1vices,
providing LAUSD with reasonable access to print logs maintained by Contr·actor,
and maintaining policies requiring the shredding of documents and prohibiting
the removal of hard copies from the applicable secured areas of Contr·actor's
facilities.
9.3 Use of LAUSD Property and Facilities
(a) IfLAUSD shall make space in any LAUSD facility available to Contr·actor, Contr·actor
shall: (i) use such space for the sole purpose of providing the Se1vices to LAUSD and not
for the benefit of or the provision of se1vices to any third paity; (ii) comply with, and
cause all Contractor Personnel to comply with, all policies and procedures governing
access to and use ofLAUSD facilities; and (iv) return such space to LAUSD, upon
LAUSD's request or upon te1mination or expiration of this Agreement, in the same
condition it was in when provided to Contr·actor, ordina1y weai· and tear excepted.
LAUSD shall provide LAUSD facilities and access to n01mal office resources (e.g., fax,
telephone and copier suppo1t) at no chai·ge to Conti·actor. LAUSD facilities are made
available to Contr·actor on an "as is, where is" basis, with no wananties whatsoever.
(b) Contractor will manage to a resolution any suspected or actual incidents of non-
compliance with Distr·ict policies and procedures described in this Section 9.3, in
cooperation with Distr-ict, and will promptly provide Distiict with written repo1ts of each
instance of noncompliance.
(c) Conti·actor shall be responsible and liable for (i) any damage to LAUSD prope1ty caused
by Contr·actor or any Conti·actor Personnel and (ii) any injmy to Contractor Personnel
Agreement #4400011417 13
LAUSD PRA - 20
sustained at any LAUSD facility or elsewhere while perfonning Services for LAUSD.
Contractor shall, at Contractor's own expense, replace or repair all damaged prope1ty to
its oliginal condition.
10. PERSONNEL
10.1 Qualifications and Requirements of Contractor Personnel
(a) Contractor will assign an adequate number of Contractor Personnel to perfo1m the
Se1vices. Contractor Personnel shall be properly educated, trained, and fully qualified to
pe1fo1m the Se1vices. Contractor will not charge District for the costs of training such
Contractor Personnel, including the time necessary for such Contractor Personnel to
become familiar with District's operations.
(b) Contractor shall comply and shall require all Contractor Personnel to comply with the
LAUSD Info1mation Security Policies and, if perfo1ming Se1vices at an LAUSD facility,
all policies and procedures applicable to the access and use of such LAUSD facilities.
Contractor Personnel working at LAUSD facilities shall be subject to LAUSD-required
verification (which may include background checks, finger p1inting, and diug testing). In
hiling Contractor Personnel for the LAUSD account, Contractor will follow industry
standard hiring practices, which will be available for review upon request by LAUSD.
(c) All Contractor Personnel shall be required to execute a confidentiality agreement with
Contractor that includes te1ms at least as restrictive as the te1ms in this Agreement and in
any confidentiality agreement between Contractor and District, and such other te1ms as
may be ilnposed by law on District and its contractors.
(d) Contractor shall use commercially reasonable effo1ts to prevent the transfer,
reassignment, or replacement of Contractor Personnel assigned to perfo1m the Se1vices so
as to maintain continuity in the perfo1mance of the Se1vices. Contractor will provide a
semi-annual repo1t of turnover for Contractor Personnel assigned to pe1fo1m the Se1vices,
and will work to reduce the turnover rate. Contractor will ensure that all replacement
personnel receive sufficient info1mation and training, without additional chai·ge to
District, to assure continuity of Se1vices without adverse impact. Contractor will take
steps to keep the turnover rate at a level reasonably acceptable to Distlict.
10.2 Right to Reject Contractor Personnel
District shall have the right to accept or reject assignment of any Contractor Personnel. In the
event that LAUSD determines in good faith that the continued assigmnent to LAUSD's account
of any of the Contractor Personnel is adversely affecting LAUSD, then LAUSD will give
Contractor written notice to that effect. Promptly after receipt of such notice, Contractor will use
commercially reasonable effo1ts to resolve any problems with the relevant Contractor Personnel.
If, following such effo1ts, LAUSD requests replacement of the relevant Contractor Personnel,
Contractor will replace the relevant Contractor Personnel with Contractor Personnel of equal or
greater ability and qualifications as expeditiously as possible. Notwithstanding the foregoing, in
the event that LAUSD in good faith requests the immediate removal of any of the Contractor
Personnel from the LAUSD account, Contractor shall immediately remove such person from the
LAUSD account and at no chai·ge to LAUSD and promptly replace such person with another
person of equal or greater ability and qualifications.

Agreement #4400011417 14
LAUSD PRA - 21
10.3 Key Contractor Positions
The key personnel assigned to pe1fo1m the Se1vices and their respective roles are identified herein (the
"Key Contractor Personnel"). Contractor shall not change any Key Contractor Personnel or reassign
any of the Key Contractor Personnel to other projects without District's p1ior written approval and until a
satisfacto1y replacement has been approved by Distiict in its sole discretion. Conti·actor shall submit to
Disti·ict written documentation of the qualifications for a proposed replacement to any of the Key
Conti·actor Personnel.
11. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS AND OBLIGATIONS
11.1 Software Generally
Except as othe1wise specified in this Agreement, each party will be responsible for providing and
maintaining its own software, and Contractor will be responsible for providing all software necessary to
provide the Se1vices.
11.2 Software Owned or Licensed by LAUSD; Work Product
(a) LAUSD Software
This Agreement may specify any LAUSD Software that Conti·actor is autho1ized to use to perfo1m the
Se1vices and shall specify the 1ights of Contractor regarding use of such LAUSD Software. LAUSD will
retain all lights to LAUSD Software. Conti·actor will be granted a license during the te1m ofthis
Agreement to use and access LAUSD Software for the sole purpose of providing the Se1vices. Conti·actor
will cease use of such LAUSD Software upon expiration or te1mination ofthis Agreement. Without
limiting the foregoing, District shall retain all right, title and interest in and to any other prop1ieta1y
mate1ial that Dist1ict supplies to Conti·actor. With respect to any District Pre-Existing Items provided to
Contractor hereunder, Distiict hereby grants Contractor only those rights and licenses necessaiy for
Contractor to fulfill its obligations under this Agreement.
(b) Work Product
Except as othe1wise agreed in writing by the paities under this Agreement, LAUSD will own all 1ight,
title and interest in and to the Work Product, including ownership of copyiight therein, and Conti·actor
hereby assigns and agrees to assign to LAUSD, its successors, assigns or designees, all of Conti·actor's
rights in and to any such Work Product. Contractor will provide to LAUSD all copies of such Work
Product (including, if applicable, the source code and Code Documentation for any software that
constitutes Work Product), and LAUSD will have the exclusive 1ight to copyi·ight such material. Disti·ict
hereby grants and agrees to grant to Contractor an in-evocable, nonexclusive, worldwide, paid-up license
to use, execute, reproduce, display, perfo1m, and prepai·e derivative works based on, Work Product, only
for Contractor's internal purposes; provided, however, that Contractor may make ftuther use of the Work
Product by complying with the te1ms of Section 11.6 below. Contractor will be responsible for ensuring
that no Contractor Personnel retain rights to any Work Product in contravention to the grant of lights set
fo1th herein.
(c) Third Pa1ty Softwai·e
This Agreement will specify any third paity softwai·e required in order to perfo1m the Se1vices and
Contractor will not use in connection with this Agreement or inti·oduce into Distiict any third paity
softwai·e without District's written consent. All licenses to third pa1ty software may be retained by
Agreement #440001141 7 15
LAUSD PRA - 22
DocuSign Envelope ID: 51A7FB3E-EFFC4EE9-9EAD-D30B930E6AAE
LAUSD in LAUSD's discretion. Any consents or agreements necessruy to enable Contractor's use or
operation of third pa1ty softwru·e shall be obtained by Contractor with such reasonable assistance from
LAUSD as is requested by Contractor. Contractor will comply with the licenses for any third pa1ty
softwru·e licensed by LAUSD and used by Contractor in relation to the Se1vices. The respective financial,
operational and other obligations of the pruties with respect to any third pruty software shall be set fo1th in
this Agreement.
11.3 Contractor Software and Other Intellectual Property
(a) This Agreement will identify any Contractor Off-The-ShelfSoftwru·e that will be used to
provide the Se1vices, and Contractor Off-The-Shelf Softwru·e (together with any
applicable Documentation) shall be provided under the tenns of Contractor's standru·d
license agreement for such software. Contractor shall install, operate, update, and
maintain at its expense any Contractor Off-The-Shelf Software needed to provide the
Se1vices.
(b) Pursuant to the tenns of this Agreement, Contractor shall grant to Distiict with respect to
all Contractor Off-The-Shelf Softwru·e, Conti·actor Customized Softwru·e, and any
Documentation owned by Contractor or a third pa1ty, a nonexclusive, worldwide,
perpetual, royalty free, fully paid license pennitting Distiict internal use of such
Contractor Off-The-Shelf Software, Contractor Customized Software, and
Documentation, which license shall, at Distiict's option, be ti·ansferable to any Affiliate
of Disti·ict. As used in this Section, "internal use" shall include use of the Conti·actor Off-
The-Shelf Software and Conti·actor Customized Softwru·e on any or all centi·al processing
units at any or all locations owned or leased by Dist1ict, any locations used by
independent agents who contract with Distiict, or any locations used by District
employees or Distiict subconti·actors. Contractor shall also provide Distiict with any
nonproprieta1y software (including Code Documentation therefor) utilized by Contractor
to develop any System Deliverable.
(c) Unless specifically set fo1th under the tenns of this Agreement, Distiict shall not be
subject to any upgrade, maintenance, transfer, or other fees based upon Distiict's use of
any Contractor Off-The-Shelf Software or Contractor Customized Softwru·e.
(d) Contractor also grants and agrees to grant to Disti·ict a nonexclusive, worldwide,
perpetual, royalty free, fully paid license to use the source code, Code Documentation,
and any software tools necessa1y to maintain or modify the Contractor Customized
Software and, to the extent applicable, the Work Product. To the extent that LAUSD's
use of any Contractor Off-The-Shelf Softwru·e, Contractor Customized Software,
Contractor Pre-Existing Items or Work Product would constitute an infringement of any
patent, know-how, ti·ade secret or other prop1ieta1y 1ights of Conti·actor or any third-pruty
licensor of Conti·actor, Contractor fuither grants and agrees to grant to District a
nonexclusive, worldwide, perpetual, royalty free, fully paid license (or, if applicable,
sublicense) to such patents, know-how, trade secrets or other propiietruy rights, to the
extent necessa1y to pennit Disti·ict to make full use of the Contractor Off-The-Shelf
Software, Conti·actor Customized Softwru·e, Contractor Pre-Existing Items or Work
Product as set fo1th herein.

Agreement #440001141 7 16
LAUSD PRA - 23
11.4 Modifications
District shall have the right, in its sole discretion, to independently modify Work Product and
Customizations for LAUSD-specific functions, through the se1vices of its own employees or of
independent contractors. Subject to any contrary te1ms in this Agreement, District shall be the owner of
any such modifications. Contractor shall not disclose such modifications to any third parties and shall not
incorporate any such modifications into Contractor Off-The-Shelf Softwar·e for distiibution to third
parties (or othe1wise commercially exploit such modifications in any way) unless Contractor first obtains
the w1itten consent of Distiict and complies with the terms of Section 11. 6 below.
11.5 Proprietary Notices
District agrees that any copies of the Contractor Off-The-Shelf Softwar·e, Conti·actor Customized
Softwar·e, Conti·actor Pre-Existing Items, and Documentation shall bear· all copyright, trademark, and
other proprieta1y notices properly included therein by Contractor or a third pa1ty. Distiict may add its own
copyi·ight or other proprietary notice to any copy of the Contractor Customized Softwar·e or
Documentation that contains pe1mitted modifications made by District.
11.6 Royalties
Contractor shall pay to District a royalty of two percent (2%) of all third party fees that ar·e generated,
billed or received by Contractor for Contractor's use or sublicensing of the Work Product or any
Customizations in connection with any product or se1vice distributed by Conti·actor or its Affiliates e.g.,
should other schools distiicts seek to use the tool to benefit their families and students ("Revenues"),
such royalty to be based upon the usual billing price for such products and se1vices.
Royalty payments, if any, shall be due annually on June 30, and, when due, must be accompanied by a
statement of accounts setting fo1th all Revenues received as of May 31 of that same year·. Contractor
shall keep accurate books of accounts and shall keep and maintain all records, documents and other
inst1uments relating to Revenues in such detail as shall enable Distiict to asce1tain royalties due under this
Agreement in accordance with Disti·ict's audit rights set fo1th under Section 13.1 below.
11.7 Registrations
In the event any intellectual prope1ty created under this Agreement and owned by LAUSD shall be
dete1mined by LAUSD to be copyi·ightable or patentable or othe1wise registi·able, Contractor shall assist
LAUSD in obtaining and maintaining registrations and in vesting LAUSD with full title.
11.8 Residual Knowledge
Nothing contained in this Agreement shall restiict either party from the use of any general ideas,
concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the
undocumented mental impressions of such par·ty's personnel relating to the Se1vices which either party,
individually or jointly, develops or discloses under this Agreement, provided that in doing so such party
does not (a) infringe the intellectual prope1ty 1ights of the other party or third parties who have licensed or
provided mate1ials to the other pa1ty, or (b) breach its confidentiality obligations under this Agreement or
under agreements with third parties.

Agreement #440001141 7 17
LAUSD PRA - 24
12. CONTRACT AND PROJECT MANAGEMENT
12.1 Appointments
(a) Distiict will appoint an approp1iately qualified individual to manage Distiict's obligations
and monitor Contractor's perfo1mance under this Agreement (the "District Relationship
Manager"). Wherever Distiict's approval is required under this Agreement, Disti·ict will
only be deemed to have given that approval if provided by the Distiict Relationship
Manager or a duly authorized delegate of the Distiict Relationship Manager, except as
othe1wise provided herein. Conti·actor will appoint an appropriately qualified individual
to manage Contractor's pe1fo1mance of this Agreement and day-to-day operations (the
"Contractor Relationship Manager"). The Contractor Relationship Manager will
provide Disti·ict with a single point of contact and will be one of the Key Contractor
Personnel with respect to this Agreement.
(b) In addition to the Contractor Relationship Manager, Contractor will designate an

individual as its "Project Executive" for this Agreement, to serve as the onsite manager
for the delive1y of Services thereunder and have overall responsibility for Contractor's
pe1fo1mance of the Se1vices thereunder. Conti·actor's Project Executive will (i) be one of
the Key Contractor Personnel, (ii) se1ve as the single point of accountability for
Contractor for the Se1vices, (iii) manage and supe1vise the Contractor Personnel
pe1fo1ming Se1vices, (iv) repo1t to the Contractor Relationship Manager (unless the
Contractor Relationship Manager and Project Executive are the same individual), and (v)
have such additional roles and responsibilities as may be outlined in this Agreement or
designated by Conti·actor.
12.2 Project Management Meetings
(a) Meeting Schedule
Unless a different schedule is set fo1th in this Agreement, the parties shall hold regular project
management meetings at least once eve1y month. Additional project management meetings may be held
upon the reasonable request of either pa1ty. Unless both paities agree othe1wise, project management
meetings shall be held in person at a location to be dete1mined by District.
(b) Meeting Agenda
Contractor will prepare and circulate an agenda sufficiently in advance of each project management
meeting to give paiticipants an oppo1tunity to prepai·e for the meeting. Contractor will incorporate into
such agenda items that LAUSD desires to discuss. The agenda for each project management meeting will
include review of the most recent perfo1mance repo1t provided by Contractor pursuant to Section 12.3 of
this Agreement. At LAUSD's request, Conti·actor will prepai·e and circulate minutes promptly after a
meeting.
(c) Attendees
The Distiict Relationship Manager, Contractor Relationship Manager, and the Project Executive or, with
respect to each a suitable designee, shall be present at all project management meetings.

Agreement #4400011417 18
LAUSD PRA - 25
12.3 Performance Reports
Unless otherwise provided in this Agreement, Contractor will provide monthly pe1fo1mance rep01ts,
which will be delivered to LAUSD within ten (10) calendar days after the end of each month of the Te1m,
describing Contractor's pe1fo1mance of the Se1vices in that month. Each monthly perfo1mance report
will, to the extent applicable: (a) track the status of Contractor's work against all applicable project
schedules, including Contractor's progress toward any Key Milestones and C1itical Tasks; (b) address
Contractor's perfo1mance against each of the Se1vice Levels; (c) describe the status of each key project,
problem resolution effo1t and any other initiative; (d) explain deviations from Se1vice Levels and include
for each deviation a plan for conective action; (e) explain any deviations from the schedule set fo1th in
the Deliverable Work Plan and include a plan for conective action that will allow Contractor to meet
future schedule and Key Milestone requirements; (t) desc1ibe the status of any conective action cunently
unde1way to address rejected Deliverables; (g) describe the status of any conective action CUITently
unde1way to meet any extended deadlines for any C1itical Tasks; (h) set fo1th the utilization of resources
for the month and utilization trends; (i) provide LAUSD a projection of the Charges for the following
month; and G) include any other info1mation required by this Agreement. Contractor will also provide
such other repo1ts as may be upon the reasonable request of Dist1ict.
12.4 Certain Rights In The Event Of Service Level Default Or Failure To Meet Key Milestone
Without limiting LAUSD's other rights and remedies set fo1th in this Agreement or othe1wise, if
Contractor expe1iences a Se1vice Level Default, fails to meet a Key Milestone, or fails to timely complete
a Critical Task, LAUSD shall have the 1ight, at no additional charge to LAUSD, (i) to stop the Se1vices or
a subset of the Se1vices being perfo1med under this Agreement, (ii) to request that Contractor provide a
remediation plan that details how Se1vice Levels, Key Milestones, and/or C1itical Tasks, as applicable,
will be met in the future, which remediation plan may involve amendments to the applicable Deliverable
Work Plan; and (iii) to review and request revisions to any such remediation plan or amended Deliverable
Work Plan. LAUSD may, at its sole discretion, accept or reject any remediation plan or amended
Deliverable Work Plan. A remediation plan or amended Deliverable Work Plan provided pursuant to this
Section 12.4 shall be implemented by Contractor only after it is accepted in w1iting by LAUSD.
12.5 Change Control Procedures
(a) No changes or additions may be made to this Agreement without the wiitten agreement
of LAUSD as evidenced by a duly executed Change Order.
(b) Contractor will not take an action or make a decision which may have a mate1ial effect on
LAUSD or which adversely affects the function or perfo1mance of, or decreases the
resource efficiency of, the Services, including implementing changes in technology or
equipment and software configmation, without first obtaining LAUSD's written
approval, which approval LAUSD may withhold in its sole discretion as respects any
change which may have an adverse effect on LAUSD or the Se1vices.
12.6 Subcontracting
(a) Contractor will not enter into any subcontract for the provision of the Se1vices without
the p1ior w1itten consent ofLAUSD. Before subcontracting any po1tion of the Se1vices,
Contractor must notify LAUSD of the proposed subcontractor, the scope of the Se1vices
proposed to be subcontracted, the location(s) from which the subcontracted Se1vices will
be provided, and the te1ms of the proposed subcontract. Before amending or
supplementing any subcontract relating to the Se1vices, Contractor will notify LAUSD of
Agreement #4400011417 19
LAUSD PRA - 26
the te1ms of the proposed amendment, modification or supplement and will obtain
Customer's written approval thereof.
(b) Subcontractors approved by LAUSD shall be set fo1th in this Agreement. With respect to
any subcontract related to the delive1y or pe1fo1mance of Services, Contractor will
include in such subcontract provisions substantially similar to those provisions of this
Agreement mate1ial to the subcontractor's perfo1mance under such subcontract.
(c) LAUSD shall have the 1ight to revoke its p1ior approval of an authorized subcontractor if
the subcontractor's pe1fo1mance is deficient, if misrepresentations were made concerning
the subcontractor at the time of LAUSD's approval, or for other factors related to any
LAUSD expe1ience with the subcontractor.
(d) Contractor will remain responsible for obligations, se1vices and functions perfo1med by
subcontractors to the same extent as if these obligations, se1vices and functions were
pe1fo1med by Contractor's employees. Contractor will be LAUSD's sole point of
contact. Contractor is responsible for all payments to its subcontractors and will
promptly pay for all services, materials, equipment and labor used by Contractor in
providing the Se1vices. In the event that a subcontractor of Contractor causes a lien to be
placed on any District property, Contractor will at its own expense promptly cause such
lien to be removed.
12.7 Improvements in Technology
(a) Prior to using any new software or equipment to provide the Se1vices, Contractor will
have verified, to the extent possible in a test environment, that the item has been properly
installed, is operating in accordance with its specifications and is pe1fo1ming its intended
functions in a reliable manner. Contractor will move programs from development and
test environments to production environments in a controlled and documented manner,
reasonably calculated to avoid introduction of unauthorized changes into the relevant
production environment.
(b) Contractor will keep the equipment, software and other technologies Contractor provides
in perfo1ming the Se1vices cunent, and LAUSD will receive the benefits of upgrades in
technology through increases in efficiency and productivity. Contractor will proactively
seek out new technologies by smveying key suppliers to identify advances or changes in
technology which are approp1iate and beneficial to LAUSD. LAUSD is, however, under
no obligation to implement any such new technologies.
13. AUDITS
13.1 Audit Rights
(a) Contractor shall maintain, and Distiict shall have the right to examine and audit, all of the
books, records, documents, accounting procedmes and practices and other evidence
regardless of fo1m (e.g. , machine-readable media such as disk, tape, etc.) or type (e.g.,
databases, applications software, database management software, utilities, etc.),
sufficient, at a minimum, to the extent pe1mitted or required by any laws and regulations
applicable to LAUSD or Conti·actor, to (i) with respect to Se1vices or Deliverables
supplied on a cost or cost-plus basis, properly reflect all costs claimed to have been
inClmed or anticipated to be incmTed in perfo1ming this Agreement; (ii) with respect to
Agreement #4400011417 20
LAUSD PRA - 27
Se1vices perfo1med on an hourly basis, properly reflect the hours billed; (iii) to the extent
Contractor is pe1fo1ming operations involving LAUSD Data, ve1ify the integrity of
LAUSD Data and examine the systems that process, store, support and transmit that data;
(iv) examine and verify Contractor's disaster recove1y planning and testing, business
resumption and continuity planning and testing, contingency a1rnngements and insurance
coverage; and (v) review other areas of perfo1mance as set forth in the this, including any
royalties due under Section 11.6 hereof.
(b) Contractor shall make said evidence (or to the extent accepted by District, photographs,
micro-photographs or other authentic reproductions thereof) available to District at
Distiict's or Contractor's offices (to be specified by District) upon reasonable notice and
without charge to District. Said evidence shall be provided to District within five (5)
working days after a written request from Dist:Iict. Cont:I·actor shall, at no cost to Dist:I·ict,
furnish reasonable assistance for such examination/audit. Contractor and its
subcontractors and suppliers shall keep and prese1ve all such records for a period of at
least 3 years from and after final payment or, if this Agreement is te1minated in whole or
in pa1t, until 3 years after the final Agreement close-out. Dist:Iict's rights under this
section shall also include access to Contractor's offices for the purpose of interviewing
Conti·actor's employees who might reasonably have info1mation related to such records.
(c) Any info1mation provided on machine-readable media shall be provided in a fo1mat

accessible and readable by Dist:I·ict. Contractor's failure to timely provide records or
access shall preclude Contractor from receiving any payment due under the te1ms of this
Agreement until such records or access are provided to Dist:Iict. Cont:I·actor shall also be
responsible for ensming that it obtains and maintains sufficient inf01mation and records
to permit District to evaluate the pe1fo1mance of Contractor's subcontractors and
suppliers in accordance with the requirements ofthis section.
13.2 Audit Follow-Up
Contractor shall meet to review each audit repo1t promptly after the issuance thereof at the request of
LAUSD to mutually agree upon an approp1iate and effective manner in which to respond to the
deficiencies identified and changes suggested by the audit repo1t. If an audit reveals an overcharge,
Contractor will promptly refund such overcharge (net of any undercharges).
13.3 Records Retention
Until (a) the later of five (5) years after the expiration or te1mination of this Agreement or five (5) years
from Dist:Iict's last payment for specific goods or se1vices under this Agreement; or (b) if pending matters
relating to this Agreement (e.g., disputes) are open as of such date, the date such pending matters are
closed, Contractor will maintain and provide access upon request to the records, documents and other
info1mation required to meet LAUSD's audit rights under this Agreement.
14. CHARGES
14.1 General
Subject to the other provisions of this Agreement, LAUSD shall pay to Cont:I·actor an amount not to
exceed $5,997,012. Except as othe1wise expressly set fo1th in this Agreement, LAUSD shall not be
obligated to pay any amounts to Contractor for its perfo1mance of the Se1vices and its other obligations
under this Agreement. Contractor's rates charged to LAUSD for the Se1vices will not exceed those set
Agreement #440001141 7 21
LAUSD PRA - 28
fo1th on Contractor's schedule of rates set forth attached hereto as Schedule B (Price Schedule) without
LAUSD's prior w1itten approval.
14.2 Pass-Through Expenses
(a) If this Agreement provides that a Pass-Through Expense is to be paid by LAUSD

directly, Contractor will promptly provide LAUSD with the original third-pa1ty invoice
for the Pass-Through Expense. If this Agreement provides that a Pass-Through Expense
is to be paid by Contractor, Contractor will act as payment agent for LAUSD and will
timely pay third-party char·ges comprising the Pass-Through Expense. For each Pass-
Through Expense, Contractor will review the co1Tesponding invoiced charges to
determine whether the char·ges ar·e proper and valid and should be paid, and will provide
LAUSD with a statement to that effect. Where Contractor is paying a Pass-Through
Expense on LAUSD's behalf, Contractor will provide LAUSD with a reasonable
opp01tunity to review the applicable invoice. Following this review, Contractor will pay
the amounts due and will invoice LAUSD for the charges.
(b) Contractor will use commercially reasonable effo1ts to minimize Pass-Through Expenses.
With respect to se1vices or materials paid for on a Pass-Through Expense basis, LAUSD
rese1ves the 1ight to: (i) obtain these se1vices or mate1ials directly from a third pa1ty; (ii)
designate the third party source for these se1vices or materials; (iii) designate the
pa1ticular se1vices or materials (e.g., equipment make and model) that Contractor will
obtain, provided that if Contractor demonstrates to LAUSD that this designation will
have an adverse impact on Contractor's ability to meet applicable Se1vice Levels, this
designation will be subject to Contractor's approval; (iv) require Contractor to identify
and consider multiple sources for these services or materials or to conduct a competitive
procurement; and (v) review and approve the Pass-Through Expense for these se1vices or
materials before entering into a contract for these se1vices or materials.
14.3 Incidental Expenses
Except as expressly provided in this Agreement, those expenses that Contractor incurs in pe1fo1ming the
Se1vices (e.g. , travel and lodging, document reproduction and shipping, and long distance telephone) shall
be included in Contractor's rates. Accordingly, Contractor's expenses are not separ·ately reimbursable by
LAUSD unless, on a case-by-case basis, LAUSD has agreed in advance and in writing to reimburse
Contractor for particular expenses.
14.4 Taxes
(a) Each party shall pay any real prope1ty taxes or personal prope1ty taxes on prope1ty it
either owns or leases from a third pa1ty or any other taxes, fees or costs related to
equipment or the lease of equipment.
(b) Contractor shall pay any sales, use, excise, transfer, value-added, se1vices, consumption,
and other taxes and duties imposed on any goods and se1vices acquired, used or
consumed by Contractor in connection with the Se1vices. As pa1t of the Char·ges,
LAUSD shall pay when due any sales, use, excise, value-added, services, consumption
and other taxes and duties imposed on its acquisition of goods and Se1vices from
Contractor. LAUSD shall withhold taxes as required by law and any such withholding
shall reduce the payment othe1wise required to be made to Contractor. Contractor shall
be responsible for properly calculating and invoicing applicable taxes on the Se1vices.
Agreement #4400011417 22
LAUSD PRA - 29
Interest and penalties imposed with regard to taxes shall be borne by the same party who
bears the responsibility for remitting the tax.
(c) The parties shall cooperate to dete1mine accurately their respective tax liabilities and to
reduce such liabilities to the extent pe1mitted by law. Contractor invoices to LAUSD
shall separ·ately state the amount of any taxes Contractor is collecting from LAUSD.
Each party shall provide to the other any resale ce1tificates, exemption ce1tificates,
info1mation regar·ding out-of-state or out-of-countiy sales or use of equipment and
se1vices, and such other similar info1mation as the other pa1ty may reasonably request.
15. INVOICING AND PAYMENT
15.1 Invoices
(a) Contractor shall issue to LAUSD on a monthly basis, in anear·s, one consolidated invoice
for all Charges due under this Agreement for said month. Each invoice shall summar·ize
the total Charges payable by LAUSD to Contractor for Se1vices rendered in the previous
month, and shall separately state Char·ges for the Se1vices, Pass-Through Expenses and
taxes payable, and shall othe1wise be in such detail as LAUSD may reasonably require.
Invoices shall be in such fo1m as the parties may mutually agree, or as othe1wise required
by LAUSD. In addition to providing invoices to the individuals identified in this
Agreement as the LAUSD project executives, Conti·actor will provide paper and
electronic copies of each invoice issued hereunder to LAUSD's Accounts Payable
Branch division at the following addresses:
Accounts Payable Branch

333 South Beaudiy
27th Floor
Los Angeles, CA 9001 7
Attention: Accounts Payable
Email: invoices@lausd.net
Copy: Anthony Aguilar, Chief of Special Education, Equity, and Specialized Programs
Email: aaguill@lausd.net
fuvoices must (a) reference this Agreement number and the related purchase order number, (b)
be signed and submitted by the Contractor via email in PDF fo1mat to invoices@lausd.net, and
(c) itemize services, service date(s), and payment rate(s) consistent with the te1ms of this
Agreement. Contractor shall not generate invoice until goods have been received by the District
and/or services have been provided by the vendor and accepted by the District. The invoice date
shall not be before the date goods and/or se1vices have been accepted by the District. Any
invoice(s) failing to meet the requirements set fo1ih in this section will not be considered for
payment within 45 days and may be rejected and/or returned to the Contractor for conection.
Additional documentation shall be furnished by the Contractor to the District's Accounts Payable
Branch upon request. Late payment of an invoice shall not constitute a breach of this Agreement.

Agreement #440001141 7 23
LAUSD PRA - 30
When submitting invoices, Contractor will ensure that:
• Each invoice contains a unique invoice number;
• Only one invoice per PDF file is submitted (while each file may contain multiple pages);
• Suppo1iing documents, if applicable, are added at the end of the invoice PDF file;
• The invoice PDF file is clear and readable and does not contain any handwritten notations;
• The invoice is on white background or white paper (with no colored paper or shaded areas);
• The invoice does not contain inve1ied areas (i.e., white characters on black background); and
• Standard fonts are used in the invoice (no cursive, italics, etc.).
(b) For Se1vices provided on a time and materials basis, Contractor will include with each
invoice a chronological, itemized listing of the activities perfo1med r dming the prior
month, showing: the date of se1vice; a description of each item of work; the number of
hours expended by Contractor Personnel on each item or work; and the hourly rate(s) for
Contractor Personnel pe1fo1ming Se1vices.
(c) For Se1vices provided on a fixed-fee or milestone basis, Contractor will include with each
invoice a status repo1t for such Se1vices, and will include therein a copy of LAUSD's
written acceptance of any Deliverable(s) for which payment is sought.
15.2 Payment
(a) Subject to Section 15.5, each invoice delivered pursuant to Section 15.1 shall be due and
payable within forty-five (45) calendar days after the date such invoice is received by
LAUSD.
(b) To the extent LAUSD is entitled to a credit (including any se1vice level credit) pursuant
to this Agreement, Contractor shall provide LAUSD with such credit on the first invoice
delivered after such credit is earned. If the amount of any credit on an invoice exceeds
the amount owing to Contractor reflected on such invoice, Contractor shall pay the
balance of the credit to LAUSD within forty-five (45) calendar days after the invoice
date, unless LAUSD agrees in wiiting to cany over the balance of the credit to
subsequent Contractor invoices.
15.3 Proration
All peiiodic Charges (excluding those based upon actual usage or consumption of Se1vices) shall be
computed on a 30-day calendar month basis and shall be prorated for any pa1tial month.
15.4 Refunds
If Contractor should receive a refund, credit or other rebate for goods or se1vices paid for by LAUSD,
Contractor shall promptly notify LAUSD and shall pay such amount to LAUSD (or, if applicable, provide

Agreement #440001141 7 24
LAUSD PRA - 31
a credit on the next invoice) within thiity (30) calendar days after receipt thereof. Any amount that
remains unpaid thiity (30) calendar days after receipt by Contractor will begin to accrne interest at the
p1ime rate of Citibank of New York.
15.5 Set Off and Disputed Charges
(a) Notwithstanding any other provision of this Agreement, a pa1ty who is owed any
undisputed amount by the other pa1ty may, at its option, set off any such undisputed
amount as a credit against any amounts it otherwise owes to the other paity.
(b) If LAUSD disputes in good faith any po1tion of an invoice, LAUSD shall pay the
undisputed amount of such invoice when due and may, at its option, withhold the
disputed p01tion pending resolution of the dispute. If LAUSD withholds any payment
pursuant to this Section, LAUSD shall notify Contractor in writing of the basis for such
withholding. Upon resolution of the dispute, LAUSD shall pay to Contractor any amount
then detennined to be owing to Contractor.
16. DATA AND INFORMATION
16.1 Public Records
This Agreement is subject to the California Public Records Act. Those elements of any document
provided to District that are Contractor trade secrets, as defined in Cal. Civil Code §3426. l (d), or
othe1wise exempt by law from disclosure and which are prominently marked as "TRADE SECRET,"
"CONFIDENTIAL" or "PROPRIETARY" may be protected from disclosure; provided, however, that if
disclosure is deemed to be required by law or by comt order then Distiict shall not in any way be
responsible or liable (to Contractor or to any third pa1ty) for any disclosure made under the California
Public Records Act, including any disclosure of Contractor documents marked as "TRADE SECRET,"
"CONFIDENTIAL" or "PROPRIETARY." In addition, Distiict shall have no obligation to resist any
disclosure deemed to be required by law or by comt order.
16.2 Ownership and Protection of LAUSD Information
(a) Confidential Info1mation (and any derivative works thereof or modifications thereto) is
and will remain the exclusive prope1ty ofLAUSD or its licensors, employees, or
students, as applicable. Contractor will not possess or asse1t any lien or other right
against or to Confidential Info1mation. No Confidential Info1mation, or any pait thereof
(including any LAUSD Data), will be sold, assigned, leased, or othe1wise disposed ofto
third parties by Contractor or commercially exploited by or on behalf of Contractor, its
employees or agents.
(b) During the course and scope of its se1vices hereunder, Contractor may gain knowledge of
or have access to Confidential Info1mation, or othe1wise have Confidential Info1mation
disclosed to it. Conti·actor understands that Confidential Info1mation is made available to
it only to the extent necessaiy to perfo1m its duties within the course and scope of this
Agreement, and Contractor and the Contractor Personnel will use Confidential
Info1mation for no other pmpose. Conti·actor agrees that neither it nor the Contractor
Personnel shall, directly or indirectly, disclose or distiibute any Confidential Info1mation
to any third pa1ty or use Confidential Info1mation for the benefit of itself or any third
pa1ty without LAUSD's prior w1itten consent. Conti·actor will disclose Confidential

Agreement#4400011417 25
LAUSD PRA - 32
Information only to Contractor Personnel with a need to access such inf01mation as a

necessary pa1t of the perfo1mance of the Se1vices.
(c) Contractor acknowledges and agrees that LAUSD Data includes confidential student and
employee info1mation that is protected by applicable law, including FERPA and HIPAA.
Contractor Personnel may, by nature of the Se1vices, have the ability to defeat security
provisions on LAUSD devices and may, by the nature of their work, have access to
systems and devices containing Confidential Info1mation, but have no need to actually
access such Confidential Info1mation in order to perfo1m Se1vices. Contractor therefore
agrees to use its best effo1ts to avoid unnecessary exposure by Contractor Personnel to
Confidential Info1mation. Contractor fu1ther agrees to comply, and agrees to require
Contractor Personnel to comply, with all applicable laws relating to the access, use and
disclosure of Confidential Information and any LAUSD Data embodied therein.
Contractor agrees to inform LAUSD whenever access is sought by Contractor or
Contractor Personnel to student or employee data files.
( d) In the event Contractors has access to Confidential Info1mation of students, Contractor

agrees to further comply with the requirements of California Education Code section
49073.1 and the Data Use Agreement between LAUSD and Contractor dated July 7,
2023 , contained in Schedule D, attached hereto and made a pa1t hereof. Contractor agrees
to info1m LAUSD whenever access is sought by Contractor or Contractor Personnel to
student or employee data files.
(e) Upon request, Contractor will propose, for LAUSD review and approval, policies and
procedures for info1ming Contractor Personnel of restiictions regarding access to and use
of Confidential Info1mation and for monitoring compliance with such restrictions and
with the te1ms of this Article 16.
(f) Contractor will cooperate, and will cause Contractor Personnel to cooperate, fully in
resolving any actual or suspected acquisition or misuse of Confidential Info1mation.
(g) Data Privacy
If Contractor is an operator of an futemet website, online se1vice, online

application, or mobile application, Contractor shall comply with the requirements
of California Business and Professions Code sections 22580 through 22585
(notwithstanding statute operative dates), and LAUSD policy as follows:
(i) Contractor shall not (a) knowingly engage in targeted adve1iising on the
Contractor's site, service or application to District students or their parents
or legal guardians; (b) use a student's personally identifiable info1mation
("PIT") or other non-public info1mation (e.g., metadata) to amass a profile
about a District student; ( c) sell info1mation, including PIT; or ( d) disclose
PIT without the District's written pe1mission.
ii) Contractor will store and process LAUSD Data in accordance with
commercial best practices, including appropriate administrative, physical,
and technical safeguards, to secure such data from unauthorized access,
disclosure, alteration, and use. Such measures will be no less protective than
Agreement#4400011417 26
LAUSD PRA - 33
those used to secure Contractor's own data of a similar type, and in no event
less than reasonable in view of the type and nature of the data involved.
Without limiting the foregoing, Contractor waITants that all electronic
District data will be encrypted in transmission using secure hype1text
transfer protocol (HTTPS) with transpo1t layer security (TLS) protocol
version 1.2 to enable secure communications over the internet and encrypted
in transit using cryptographic protocol TLS 1.2 or greater and encrypted at
rest using a key no less than 128 bits in length.
iii) Contractor shall delete a student's covered infonnation upon request of

the District.
(h) Single Sign On (SSO). Use of District Single Sign-on for Students and
Staff.
It is the intent of the District to facilitate the log on process to all external se1vices
including online learning tools and accounts, learning management systems and the
like using single sign-on (SSO). The District requires all se1vice
providers/contractors to align their product(s) to the following requirements,
complying with all federal, state and District rnles and policies regarding security
of data transfe1Ted for the purposes of authorization.
NOTE: Contractors are reminded that protocol versions specified at the time of may
execution of this Agreementnot be cmrnnt. It is the responsibility of the Contractor
to verify the protocol versions used are the cuITently available versions that suppo1t
versions being used by the District.
For Authentication:
The District uses implementation of the cmTent version of Security Asse1tion Mark-
up Language (SAML) using the current version of Active Directo1y Federated
Se1vices (ADFS) for authentication. The Contractor must suppo1t SAML or the
cmTent version of Lightweight Directo1y Access Protocol (LDAP) using the cmrnnt
version of Active Directory Lightweight Directory Se1vices (ADLDS), or;
If the system is deployed on premise in the District's Data Center, the cmTent
version of Active Directo1y (AD), which leverages LDAP, may be used as well as
SAMLmaybe.
For Authorization:
Authorizations must support role-based management.
The District requires data exchanged with vendors via flat file be accomplished in
an automated manner using SFTP or File transfer Protocol over Secure Socket
Layer (FTPS). The process must not require manual inte1vention by LAUSD staff
Agreement #440001141 7 27
LAUSD PRA - 34
in order to complete b:ansfers. Additionally, the file must be encrypted using Pretty
Good Privacy (PGP) keys . It is prefeITed that the vendor log into the District's
Secure File Transfer (SFT) system to retrieve and upload files.
16.3 Return of Data
At no cost to LAUSD, Contractor shall upon (a) request by LAUSD at any time, and (b) upon tennination
or expiration of this Agreement, promptly return to LAUSD, in the fo1mat and on the media in use as of
the date of request, all or any requested po1tion of Confidential fufonnation that may be in Contractor's
possession or control and shall pe1manently delete any electronic copies of any such Confidential
Inf01mation.
16.4 Security
(a) Contractor and Contractor Personnel will comply with the LAUSD Info1mation Secmity
Policies.
(b) Contractor will protect all Confidential Info1mation from unautho1ized use or disclosure
to the same extent and with at least the same degree of care Contractor uses to protect its
own confidential or prop1ietruy info1mation oflike kind and imp01t, but in no event using
less than a reasonable degree of care.
(c) In addition to the rest:Iictions applicable to other Confidential Info1mation, LAUSD Data
will be stored separately from Contractor's prope1ty or any prope1ty or data of third
pa1ties and will not be comingled with Contractor's or any third pa1ty's data. Contractor
will utilize commercially reasonable effo1ts, including the use of systems secmity
measures, to guru·d against the unauthorized access, alteration, reassure or conuption of
LAUSD Data. Such measures will include the use of software that (i) requires all users
to enter a user identification and password before gaining access to the inf01mation
systems; (ii) controls and tracks the addition and deletion of users; and (iii) controls and
tracks user access to areas and features of the info1mation system.
(d) Contractor shall use the most cmTent version of anti vims and Vims detection softwru·e
approved by LAUSD (including all updates) and shall keep all vims definition files up-
to-date. Contractor will not willfully or negligently inse1t or include, or pe1mit or cause
any third party under its control to inse1t or include, any Vims into any Deliverable or
LAUSD's info1mation technology environment. Contractor will use commercially
reasonable effo1ts to reduce the likelihood that any Vims is introduced into any softwru·e
or LAUSD's info1mation technology environment, and will test Deliverables for Vimses.
In the event a Virus is introduced into Contractor Off-The-Shelf Softwru·e, Contractor
Customized Softwru·e, Work Product, LAUSD Softwru·e or any other prut of the LAUSD
info1mation technology environment by Contractor or any third pru·ty under its control
who has access to such materials, Contractor will remove such Vims and will provide all
necessaiy se1vices to Ininimize the impact of such Vims, all at no cost to LAUSD. In
such event, Contractor will be liable for loss of data or records of LAUSD to the extent
such loss of data or records is due to the willful or negligent introduction of such Vims
into a Deliverable or the LAUSD info1mation technology environment by Contractor or
any third paity under its control who has access to such Deliverable, or any pa1t thereof,
or any pait of the LAUSD info1mation technology environment.
Agreement #440001141 7 28
LAUSD PRA - 35
16.5 Destroyed or Lost Data
(a) Contractor will not delete or destroy any LAUSD Data or media on which LAUSD Data
resides without prior written authorization from LAUSD. In the event any LAUSD Data
is lost or destroyed due to any act or omission of Contractor, including any breach of the
security procedures described in this Alticle 16, and such LAUSD Data cannot be fully
restored by a reload under Section 16.S(b) below, Contractor shall be responsible for the
prompt regeneration or replacement of such LAUSD Data. Contractor shall prioritize
this effo1t so that the loss of LAUSD Data will not have an adverse effect upon LAUSD's
business or the Se1vices. LAUSD agrees to cooperate with Contractor to provide any
available info1mation, files, or raw data needed for the regeneration of the LAUSD Data.
If Contractor fails to regenerate the lost or destroyed LAUSD Data within a time
reasonably set by LAUSD (or within a reasonable time, if no such time is set), then
LAUSD may obtain data reconstmction se1vices from a third party, and Contractor shall
cooperate with such third par·ty as requested by LAUSD. In addition to any other
damages incmTed by LAUSD, Contractor will be responsible for the actual costs incurred
by LAUSD for the reconstruction of LAUSD Data by a third pa1ty. In the event it is
dete1mined that LAUSD Data has been lost or destroyed as a result of the willful conduct
of Contractor or its employees, contr·actors or agents, LAUSD may te1minate this
Agreement pursuant to Section 21.2 (but without any requirement of a 30-day cure
period).
(b) Without limitation to Contr·actor's obligations regar·ding data regeneration set fo1th in
Section 16.S(a) above, in the event of the loss of, damage to, or conuption of data caused
by Contr·actor or any Contractor Personnel, Contr·actor shall, promptly and without
charge to LAUSD, reload such data as shall be issued by LAUSD to Contractor from
LAUSD back-up stores, provided that LAUSD has kept proper and adequate back-up
copies of such data .
16.6 Unauthorized Uses and Disclosures
Without limiting Distlicts other 1ights in respect of a breach of this Alticle 16, Contr·actor will:
(a) promptly notify Distr'ict of any unautholized possession, use, knowledge, or attempted
possession, use, or knowledge of Confidential info1mation by any person or entity that
may become known to Contractor;
(b) promptly furnish Distlict with full details of the unauthorized possession, use, or
knowledge, or attempt thereof, and assist Distiict in investigating or preventing the
recunence of any unauthorized possession, use, or knowledge, or attempt thereof, of
Confidential Info1mation;
(c) cooperate with Distr·ict in any litigation or investigation against third parties deemed
necessary by Distr'ict to protect its rights in Confidential Info1mation to the extent such
litigation or investigation relates to the Se1vices; and
(d) use diligent effo1ts to prevent a recunence of any such unautho1ized possession, use, or
knowledge, or attempt thereof, of Distlict's Confidential Info1mation.

Agreement #4400011417 29
LAUSD PRA - 36
16.7 Reporting and Mitigating the Effect of Unauthorized Uses and Disclosures
Contractor will comply with the following obligations in connection with the use or disclosure of
Personally Identifiable Info1mation that is not expressly pe1mitted by this Agreement, and that talces place
while such info1mation is in the custody or control of Contractor or a Contractor Agent (a "Security
Incident").
(a) Contractor will repo1t to District each Security Incident of which it becomes aware. The
initial rep01t of a Secmity Incident will be made by telephone call to the [District
Relationship Manager] no later than twenty-four (24) hours after Contractor becomes
aware of the Secmity Incident. The initial repo1t will be followed by a written report to
Distiict no later than three (3) days after the date on which Contractor became aware of
the Secmity Incident.
(b) The w1itten rep01t of the Security Incident will include: (I) the date the Secmity Incident
occmTed; (2) a description of the unauthorized uses or disclosures involved in the
Secmity Incident; (3) the number of Data Subjects affected by the Security Incident; (4)
to the extent possible, the identities of the Data Subjects whose Personally Identifiable
Information has been, or is reasonably believed by Contractor to have been, accessed,
acquired, used or disclosed during the Secmity Incident; (5) the types of Personally
Identifiable Info1mation involved in the Secmity Incident; and (6) the steps Contractor
has taken to investigate the Security Incident, mitigate potential hrum to the affected Data
Subjects, and prevent fmther Secmity Incidents, including steps Contractor believes the
affected Data Subjects should take to protect themselves against potential ha1m resulting
from the Secmity Incident.
(c) Contractor will promptly supplement the written repo1t with additional info1mation about
the Secmity Incident as Contractor obtains the information, including Contractor's
assessment as to whether the Security Incident is repo1table under applicable laws.
(d) To the extent that any applicable law requires that the affected Data Subjects or any
governmental authorities be notified of a Secmity Incident, Conti·actor will be responsible
at its cost and expense for:
(i) at Distr'ict's request, and where possible under law, providing such notices to
Data Subjects or governmental authorities containing the info1mation required by
applicable law, provided that Conti·actor will provide Distiict's prior approval of
any content, fo1m and timing of such notice;
(ii) conducting any forensic and security review and audit in connection with such
Secmity Incident;
(iii) providing any forensic and security review and audit in connection with such
Secmity Incident;
(iv) providing remediation se1vices and other reasonable assistance to such Data
Subjects as are (I) required by law, (2) requested by governmental authorities,
(3) requested by Distiict, or (4) consistent with customa1y industi·y practice; and
(v) reasonably cooperating with Disti·ict and its Affiliates in responding to such
Secmity Incident.
Agreement #4400011417 30
LAUSD PRA - 37
17. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS
For purposes of this Alticle 17, all matters to which Contractor represents are trne on the Effective Date,
and all matters to which Contractor warrants shall continue throughout the Te1m.
17.1 General Matters
Contractor represents and wanants that it is a corporation duly incorporated, validly existing and is in
good standing under the laws of the state in which it is incorporated, and is in good standing in each other
jurisdiction where the failure to be in good standing would have a material adverse effect on its business
or its ability to pe1fo1m its obligations under this Agreement. Contractor represents and wairnnts that it
has all necessaiy corporate power and authority to own, lease and operate its assets and to cai1y on its
business as presently conducted and as it will be conducted pursuant to this Agreement.
Contractor represents and waiTants that it has full power and authority to enter into this and to perfo1m
hereunder and thereunder, and Contractor will exercise commercially reasonable effo1ts to ensure that
such ent:Iy and performance do not and will not violate any rights of any third paity. Conti·actor
represents and wairnnts that it has all necessa1y corporate power and authority to enter into this
Agreement and to perfo1m its obligations thereunder. The execution and pe1fo1mance of this Agreement
and the consummation of the transactions contemplated hereby have been and will be duly autho1ized by
all necessa1y corporate actions on its pait. This Agreement constitutes a legal, valid and binding
obligation of Contractor, enforceable against it in connection with its te1ms.
17.2 Efficiency and Cost Effectiveness
Conti·actor will render the Se1vices in as efficient a manner as is commercially reasonable and will
exercise reasonable cai·e to control resources (such as lighting, heating and other utilities) at LAUSD
facilities used in providing Se1vices. Contractor will provide the Se1vices using technology that is
reasonably intended to enable LAUSD to take advantage ofrelevant technological advancements.
17.3 Non-infringement and Ownership
If a Deliverable or any Se1vices violate or infiinge upon the 1ights of any third paity, including any patent
rights, copyright rights, trademark 1ights, trade secret rights, or other prop1ieta1y rights of any kind,
Dist:I'ict may seek the remedies set fo1th in Section 19.2. Conti·actor is and shall be (a) either the owner
of, or autho1ized to use, the softwai·e and related material used in connection with the Se1vices, which is
not othe1wise owned by LAUSD, and (b) sufficiently authorized to grant to LAUSD the rights, title,
interest and/or ownership, specified in Alticle 11, in and to mate1ials, information, Documentation, Work
Product, or other Deliverables developed by Contractor for LAUSD as pait of the Se1vices. Contractor
will use commercially reasonable effo1ts to perfo1m its responsibilities under this Agreement in a manner
that does not inf1inge, or constitute an infiingement or misappropriation of, the patent, copyright,
ti·ademark, ti·ade secret or other prop1ietaiy 1ights of a third paity.
Contractor shall have sufficient title and 1ights to license to Distiict, to the extent specified in Alticle 11,
all Conti·actor Off-The-Shelf Softwai·e, Conti·actor Customized Software, and Deliverables.
17.4 Inducements
Contractor represents and wairnnts to LAUSD that Conti·actor has not violated and will not violate any
applicable laws or regulations, or any LAUSD policies of which Conti·actor has been given notice,
regai·ding the offe1ing of inducements in connection with this Agreement. In the event that Contractor
Agreement #440001141 7 31
LAUSD PRA - 38
does not comply with the foregoing, LAUSD will have the right to terminate this Agreement for cause
without affording Contractor an opportunity to cure.
17.5 Compliance with Laws
(a) At all times during the Te1m of this Agreement, Contractor shall comply with all federal,
state, and local laws and regulations that are applicable to its perfo1mance of the Services.
To the extent applicable, Contractor shall, as of the date of final acceptance of any
Deliverable or Final Deliverable, make such Deliverable or Final Deliverable comply
with all applicable federal, state and local laws and regulations.
(b) If Contractor provides Se1vices from outside of the United States, without limiting any of
Contractor's other obligations set fo1th in this Agreement and notwithstanding anything
to the contraiy contained in this Agreement, Contractor will be responsible for
compliance with all applicable laws governing the Se1vices in the location from which
the Se1vices will be provided and will be responsible for compliance with United States
expo1t laws and import laws of the location from which Se1vices will be pe1fo1med.
(c) Contractor and Dist1ict will work together to identify the effect of changes in applicable
laws on the provision and receipt of the Se1vices and will promptly discuss the changes to
the Se1vices, if any, required to comply with all laws. If a change to the Se1vices is
required for Contractor to comply with a change in the law, the change will be
implemented at Contractor's sole expense and will not impact the fees paid by District
under this Agreement. If a change to the Se1vices is required for District or Contractor to
comply with a change in laws, and such change will mate1ially increase the cost to
provide the Se1vices, Dist:Iict will in its sole discretion and by w1itten notice to
Contractor either (i) direct Contractor to implement the required change to the Se1vices,
in which case Dist:I·ict will pay any additional fees that may be dete1mined to be payable
under the change cont:1·01 procedures desc1ibed in Section 12.4 of this Agreement, or (ii)
te1minate this Agreement, or any po1tion thereof, affected by the change in Law.
(d) If applicable, all public inte1faces are required to be compliant with Section 508 of the
Rehabilitation Act of 1973; W3C's Web Content Accessibility Guidelines (WCAG) 2.0
Level AA and the Web Accessibility Initiative Accessible Rich Internet Applications
Suite (WAI-ARIA) 1.0.
17.6 Facilities and Conditions
The facilities used by Contractor to provide the Se1vices to LAUSD will comply with the following
standai·ds related to Cont:I·actor's work force and facilities:
(a) Contractor shall not use forced or compulso1y labor in any form, including prison,
indentured, political, bonded or othe1wise. Deposits or similar anangements shall not be
required as a condition of employment.
(b) Cont:I·actor shall not use child labor in any facility providing Se1vices to LAUSD.
(c) Contractor shall not disc1iminate based on race, creed, sex, gender, marital or maternity
status, religious or political beliefs, age or sexual orientation. Cont:I·actor decisions

Agreement #440001141 7 32
LAUSD PRA - 39
related to hiring, salruy, benefits, advancement, te1mination or retirement shall be based

solely on the ability of an individual to do the job.
(d) Contractor management practices shall recognize the dignity of the individual employees,
the rights of free association and collective bru·gaining, and the 1ight to a work place free
of harassment, abuse or corporal punishment.
(e) Contractor shall provide each employee at least the legal Ininimum wage or the
prevailing industry wage where the facility is located, whichever is higher. Conti·actor
shall provide each employee a clear, w1itten accounting for each wage period and shall
not deduct from employee pay for perfo1mance or disciplina1y issues.
(f) Contractor shall provide employees with a safe and healthy workplace that does not
expose employees to hazru·dous conditions. Conti·actor shall have written health, safety
and environmental guidelines, including those applying to employee residential facilities,
where applicable.
17.7 Warranty on Performance of Deliverables
(a) For a peliod of one (1) year from the date of final acceptance of any Deliverable
(including any Final Deliverable), such Deliverable (and for any Final Deliverable, the
Final Deliverable and each System Deliverable therein) shall perfo1m in accordance with
all applicable Final C1iteria and Documentation, and any other criteria agreed to by
Distiict and Contractor, in the computer hru·dwru·e and/or softwru·e environments within
which such System Deliverable or Final Deliverable was intended to operate at the time
of installation; provided, however, that this wananty shall not apply to the extent that any
Deliverable is modified by LAUSD or any third pruty without Contractor's w1itten
autho1ization.
(b) In the event that any Deliverable or Final Deliverable fails to perform as set fo1th in
Subsection 17. 7(a), LAUSD shall notify Conti·actor of any defects and Conti·actor shall
promptly conect any defects at no additional cost to District. Conti·actor shall conect or
provide a reasonable workaround for any Substantive Elrnrs LAUSD repo1ts to
Contractor within thirty (30) days of receipt of such notification.
(c) Following the installation or receipt of any correction or reasonable workaround provided
pursuant to Subsection 17 .7(b) above, Disti'ict shall have the longer of (i) the remaining
wananty pe1iod set fo1th in Subsection l 7.7(a) above or (ii) thi1ty (30) days to repo1t to
Contractor any Substantive Elrnrs that have not been adequately cured or any new
defects (including any new Substantive Enors) arising out of the conection or reasonable
workaround. Conti·actor will then have an additional fifteen (15) days after receipt of
such notification to conect or provide a reasonable workru·ound to any newly identified
defects.
(d) In the event that Contractor is unable to conect or provide a reasonable workru·ound for
any Substantive Enor within the timeframes specified in Subsections l 7.7(b) or l 7.7(c),
Contractor shall refund to Disti·ict all fees paid for the Deliverable (or in the case of a
Final Deliverable, for the Final Deliverable and each System Deliverable therein).
(e) Contractor expressly acknowledges that the wananty set fo1th in this Section 17. 7 shall
apply regru·dless of any contrruy provisions or disclaimer of wruTanties set fo1th in any
Agreement #4400011417 33
LAUSD PRA - 40
Contractor or third-party license agreement, whether for Contractor Off-The-Shelf

Software or othe1wise.
17.8 Accuracy of Documentation
Except as may othe1wise be required by this Agreement, all Documentation shall be complete and
describe the applicable System Deliverable and components thereof accurately so as to enable a staff
consisting of a reasonable number of info1mation systems professionals with ordinary skills and
experience to fully utilize the System Deliverable for all purposes for which it is being acquired by or
intended for use by Distiict. To the extent required by this Agreement, all Code Documentation shall be
complete and desc1ibe the source code and all components thereof accurately so as to enable computer
programmers of ordinary skill and expe1ience who ar·e knowledgeable of the subject matter to fully utilize
the source code to understand, support, modify, and othe1wise use the softwar·e to which it relates.
17.9 No Claims
Contractor represents that there is no action, suit, proceeding, or material claim or investigation pending
or threatened against it in any comt, or by or before any federal, state, municipal, or other governmental
department, commission, boar·d, bureau, agency, or instrnmentality, domestic or foreign, or before any
arbitrator of any kind, that, if adversely dete1mined, might adversely affect any Deliverable or restrict
Contractor's ability to provide the Se1vices or complete the transactions contemplated by this Agreement,
or restrict Distiict's right to use any Deliverable under this Agreement. Conti·actor knows of no basis for
any such action, suit, claim, investigation, or proceeding. Contractor wanants that it will promptly notify
District in w1iting in the event that it becomes awar·e of any such action, suit, proceeding, or mate1ial
claim or investigation.
17.10 Third Party Warranties
To the extent that it is legally able to do so, Conti·actor will assign and transfer to District all warTanties
received from the supplier (other than Contractor) of any component of any System Deliverable. As
applicable, suppliers may provide their own warTanties directly to Distiict.
17.11 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CONTRACTOR NOR

DISTRICT MAKES ANY REPRESENTATIONS OR WARRANTIES AND EACH EXPLICITLY
DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, WRITTEN, ORAL OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE, AND WARRANTIES
OTHERWISE ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE.

Agreement #4400011417 34
LAUSD PRA - 41
17.12 Americans with Disabilities Act (ADA)
Contractor wanants that it complies with California and federal disabilities laws and regulations.
(Americans with Disabilities Act of 1990,42 U.S.C. 12101 et seq). Contractor hereby wanants the
products or se1vices it will provide under this Contract comply with the accessibility requirements of
Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S .C. 794d), and its implementing
regulations set fo1th at Title 36, Code of Federal Regulations, Pait 1194. Contractor agrees to promptly
respond to and resolve any complaint regarding accessibility of its products or se1vices. Contractor fu1ther
agrees to indemnify and hold harmless Distiict from any claims arising out of Conti·actor's failure to
comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a
material breach ofthis Conti·act.
18. INSURANCE
18.1 Certification.
Contractor in executing this Agreement hereby certifies, pursuant to Section 1861 of the California
Labor Code, as follows:
I am aware of the provisions of Section 3700 of the Labor Code, which require eve1y employer to
be insured against liability for workers' compensation or to unde1take self-insurance in
accordance with the provisions of that code, and I will comply with such provisions before
commencing the perfo1mance of the work of this contract.
18.2 Required Insurance Coverages
Contractor shall, at its sole cost and expense, maintain in full force and effect during the Te1m the
following insurance coverage from a California licensed insurer with an A minus (A-), VII, or better
rating from AM. Best, sufficient to cover any claims, damages, liabilities, costs and expenses (including
counsel fees) arising out of or in connection with Conti·actor's fulfillment of any of its obligations under
this Agreement or either par·ty's use of the Se1vices or Deliverables or any component or part thereof:
(a) Except as set fo1th in subsection (e) below, Commercial Fo1m General Liability
Insurance, including both bodily injllly and prope1ty damage, with limits as follows:
(i) $1 ,000,000 per occlllTence;

(ii) $ 100,000 fire damage;
(iii) $ 5,000 medical expenses;
(iv) $1 ,000,000 personal & adve1tising injllly;
(v) $3,000,000 cybersecurity insurance;
(vi) $3,000,000 general aggregate;
(vii) $3,000,000 products/completed operations aggregate;
(b) Business Auto Liability Insurance for owned scheduled, non-owned or hired automobiles
with a combined single limit of no less than $1 million per occlllTence.
(c) Workers' Compensation and Employers Liability Insurance in a fo1m and amount
covering Conti·actor's full liability under the California Workers' Compensation
Insurance and Safety Act and in accordance with applicable state and federal laws, as
follows:

Agreement #440001141 7 35
LAUSD PRA - 42
(i) Part A - Statuto1y Limits

(ii) Pait B - $1 ,000,000/$1,000,000/$1 ,000,000 Employers Liability
(d) Except as set fo1th in subsection (e) below, Elrnrs & Omissions (Professional Liability)
coverage, when applicable, with limits of $3,000,000 per occmTence and $3,000,000 in
the aggregate.
(e) If the Contractor Se1vice Area is or includes Database Administration, Document

Management, Network Project Management, Software Applications, Software Suppo1t,
or Program and Project Management, that exceeds or is reasonably expected to exceed
$500,000 in Charges, Contractor's Commercial Fo1m General Liability Insmance limits
will be $2,000,000 per occmTence under Section 18.2(a)(i) above and $5,000,000 general
aggregate under Section 18.2(a)(v) above, and provided, ftuther, that if the Contractor
Se1vice Area is or includes Program and Project Management that exceeds or is
reasonably expected to exceed $1 ,000,000 in Charges, Contractor's Commercial Fo1m
General Liability Insmance limits will be $5,000,000 per occmTence under Section
18.2(a)(vi) above and $10,000,000 general aggregate under Section 18.2(a)(vi) above.
18.3 Evidence of Insurance
Contractor, upon execution of this contract and periodically thereafter upon request, shall ftunish District
with ce1tificates of insmance evidencing such coverage. The ce1tificate of insmance shall include a
provision requiring thiity (30) days advance notice to District of cancellation or non-renewal. The
policies of insmance required under this Alticle 18 shall name District and its Board of Education as
additional insmeds with respect to any potential to1t liability, irrespective of whether such potential
liability might be predicated on theories of negligence, strict liability or products liability. Premiums on
all insmance policies shall be paid by Contractor at no additional chai·ge to District.
18.4 RESERVED
19. INDEMNIFICATION
19.1 Indemnification by Contractor
(a) Contractor shall defend, indemnify and hold ha1mless District, its officers, directors,
employees, agents, volunteers, and Affiliates and Distiict's Boai·d of Education from any
and all damages, costs and expenses, including attorneys' fees, aiising out of any third
paity claims
(i) for damages for bodily injUiy (including death) or for damage to real prope1ty or
tangible personal prope1ty resulting from, aiising out of or othe1wise related to
Contractor's or Contractor Personnel's acts or omissions;
(ii) related to any duties or obligations of Contractor owed to a third pa1ty; or
(iii) relating to a breach of the representations and wananties made by Contractor

under this Agreement.
(b) In the event Dist1ict receives a Public Records Act request for any Contractor documents
mai·ked ' 'TRADE SECRET," "CONFIDENTIAL" or "PROPRIETARY," Contractor
agrees to defend, indemnify and hold ha1mless Distiict, its officers, directors, employees,
Agreement #4400011417 36
LAUSD PRA - 43
agents, volunteers, and Affiliates and Distiict's Board of Education from any and all
damages, costs and expenses, including attorneys' fees, in any action or liability resulting
from such Public Records Act request or othe1wise a1ising under the Public Records Act
in connection with such request.
(c) Contractor shall defend, indemnify and hold harmless Distiict, its officers, directors,
employees, agents, volunteers, and Affiliates and Distiict's Board of Education from any
and all damages, costs and expenses, including attorneys' fees, resulting from or arising
out of a Secmity Incident or a breach by Contractor or any Contractor Personnel of
Section 16.4 of this Agreement. Conti·actor will provide such assistance and provide
such Se1vices as ar·e reasonably requested by LAUSD as a result of, or in the fmtherance
of any investigation of, any breach of secmity in the LAUSD info1mation technology
environment.
19.2 Action on Claim of Infringement
(a) If a third pa1ty claims that a Deliverable (or any component of a Deliverable) or any item
used by Conti·actor to provide the Se1vices infringes that party's patent 1ights, copyright
rights, trademar·k rights, ti·ade secret 1ights, or other proprietary rights of any kind,
Contractor will defend Disti·ict, its officers, directors, employees, agents, volunteers, and
Affiliates and Distiict's Board of Education from any and all damages, costs and
expenses, including attorneys' fees, a1ising out of or related to that claim, and pay all
costs, damages, and attorney's fees that a court finally awar·ds or that are included in a
settlement approved by Conti·actor, provided that District: (i) notify Conti·actor in writing
of the claim in accordance with Section 19.3; and (ii) allow Contractor to conti·ol, and
reasonably cooperate with Conti·actor in, the defense and any related settlement
negotiations, as fmther set fo1th in Section 19.3.
(b) If a claim under Section 19 .2(a) is made or appear·s likely to be made, or if any item used
by Conti·actor to provide the Se1vices becomes, or in Contr·actor's reasonable opinion is
likely to become, the subject of an infringement or misapprop1iation claim or proceeding,
Contractor shall, at its option: (i) replace the same without additional charge, by
compatible, functionally equivalent and non-inf1inging product(s); (ii) modify such
Deliverable, or component or pa1t thereof, to avoid the claim or infiingement and retain
mate1ially similar· functionality; or (iii) obtain license(s) for District to continue use of
such Deliverable, or component or pa1t thereof, at no additional cost to Distr·ict. If
Contractor dete1mines that none of these alternatives is reasonably available, District
agrees to return the Deliverable to Contractor on Conti·actor's written request, and
Contractor will return all amounts paid under this Agreement (including taxes, freight,
shipping and handling costs, and license fees) for the applicable Deliverable and for any
and all other Deliverables, or components or parts thereof, affected by loss of the
applicable Deliverable.
(c) Contractor's liability under this Section 19.2 shall be subject to an equitable reduction (as
dete1mined by written agreement of the parties, or by the comt adjudicating the claim) to
the extent that any claim arising hereunder is based on (i) any info1mation, design,
specification, instruction, software, data, or mate1ial not furnished by or authorized in
writing by Conti·actor, or (ii) the unauthorized alteration of a Deliverable or the
combination of a Deliverable with any products or se1vices not provided, pe1fo1med or
authorized in writing by Contractor.

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19.3 Indemnification Procedures
(a) Promptly after receipt by District of any wiitten claim or notice of any action giving rise
to a claim for indemnification under this Section 19, District shall so notify Contractor
and shall provide copies of such claim or any documents notifying District of the action
and shall provide Contractor, at Contractor's expense, with all reasonable assistance in
connection therewith. No failure to so notify Contractor shall relieve Contractor of its
obligations under this Agreement except to the extent that the failure or delay is
prejudicial. Within thiity (30) calendar days following receipt of such written notice, but
in any event no later than ten (10) working days before the deadline for any responsive
pleading, Contractor shall notify Distiict in writing (a "Notice of Assumption of
Defense") if Contractor elects to assume control of the defense and settlement of such
claim or action.
(b) If Contractor timely delivers a Notice of Assumption of Defense, Contractor shall have
sole control over the defense and settlement of such claim or action; provided, however,
that (i) Disti·ict shall be entitled to pa1ticipate in the defense of such claim or action and to
employ counsel at its own expense to assist in the handling of such claim or action, and
(ii) Contractor shall notify District in w1iting if Contractor intends to enter into any
settlement of such claim or action (other than a settlement solely for the payment of
money that Conti·actor is obligated to pay under this Section, for which Contractor shall
only be required to notify Distiict upon entiy into such settlement) and shall not enter
into such settlement without Distiict's p1ior written consent, which consent shall not be
unreasonably withheld.
(c) If Contractor does not timely deliver a Notice of Assumption of Defense, Disti·ict may
defend the claim or action in such a manner as it may deem appropliate, at Contractor's
expense. Contractor shall promptly reimburse any and all costs and expenses of defense,
including attorneys' fees, upon Disti·ict's w1itten request therefor.
(d) Contractor will indemnify Disti·ict against any losses (including attorneys' fees) incmTed
in connection with enforcement of this Article 19.
20. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Except as set fo1th below, Contractor's maximum liability to District arising out of this Agreement will
not exceed the aggregate of: (a) any liability for loss of data or records ofLAUSD under Section 16.5
above, or for reconst111ction of LAUSD Data under Section 16.4 above; (b) payments required under
Section 19.1 and 19.2 and Subsection 19.3(d) above; (c) damages for bodily injmy (including death) and
for damage to real prope1ty and tangible personal prope1ty; and (d) the amount of any other actual direct
damages up to the greater of (i) the compensation and fees paid under the contract; (ii) the total dollar
amount paid to Contractor by District under this Agreement (completed or in process) dming the twelve
(12) months p1ior to the date of the claim giving rise to damages hereunder; or (iii) if Contractor has
provided Se1vices under this Agreement for fewer than twelve (12) months prior to the date of the claim
giving 1ise to damages hereunder, then twelve (12) times the median (or if Contractor has provided
Se1vices under this Agreement for fewer than three (3) months prior to the date of the claim giving rise to
Agreement #4400011417 38
LAUSD PRA - 45
damages, then the average) monthly dollar amount paid to Contractor by Distiict under this Agreement
(completed or in process).
Notwithstanding anything to the cont1·a1y in this Agreement, this Section shall not apply to damages
arising out of or relating to any of the following: (i) Contractor's gross negligence or willful misconduct;
(ii) Contractor's breach of any confidentiality obligations; and (iii) Contractor's violations oflaw.
21. REMEDIES AND TERMINATION
21.1 Errors and Defects Escalation Procedures
If District notifies Conti·actor of any material failure in perfo1mance of Se1vices or mate1ial failure of a
System Deliverable to operate as wa1Tanted, Conti·actor, at its own expense, shall promptly analyze the
desc1iption of the circumstances relating to such material failure. The initial dete1mination of priority, as
described below, shall be made solely by Disti·ict in its reasonable discretion by reference to the priority
levels described in this Section 21. 1. Contractor's obligations under this Section 21 .1 are in addition to
Contractor's remediation obligations for Deliverables that are rejected under the terms of Section 7.2 or
Section 7.3, and Conti·actor's obligations under this Section 21.1 may arise at any time, including before
District provides written notice of acceptance of any Deliverable or Final Deliverable. Contractor shall
respond to notice from the District under this Section as follows:
(a) Priority I.
A "Priority 1" condition is any failure caused by a System Deliverable or Final Deliverable or by
Contractor's perfo1mance of Se1vices that renders LAUSD or any of its schools or other Affiliates'
information technology systems inoperable or unavailable or that materially impairs a major function of a
computer system or software in a manner that precludes all work from being done on a computer system
or mate1ially interferes with a business process. Nonexclusive examples include system crashes, database
info1mation com1ption, and inco1Tect writing of c1itical fields. P1iority 1 conditions are the highest in
seve1ity. Conti·actor shall begin working to provide a reasonable resolution for a Priority 1 condition as
soon as practicable, but in any event within one (I) hour, and shall use commercially reasonable efforts
on an around-the-clock (24x7x365) basis to resolve all Prio1ity 1 conditions that are either repo1ted to
Contractor or that become apparent to Contractor even if not repo1ted by LAUSD. Unless this Agreement
specifies a different timeframe, failure to co1Tect a P1i01ity 1 condition within twenty-four (24) hours shall
constitute a Se1vice Level Default. In addition to any other Iights or remedies District may have, this
Agreement may specify Deliverable Credits or Se1vice Level Credits for Contractor's failure to remedy a
Priority 1 condition in a timely manner. If necessary, Contractor will dispatch a team to Disti·ict's
location to co1Tect the problem.
(b) Priority 2.
Any condition that impairs one or more functions that a System Deliverable or Final Deliverable is
waiTanted to pe1fo1m or that results from Contractor's perfo1mance of the Se1vices and impairs District's
use of any aspect of its info1mation technology environment, but that does not involve a Prio1ity 1
condition and is not a P1io11ty 3 condition, is a "Priority 2" condition. Nonexclusive examples include
inco1Tect writing of non-critical fields. Priority 2 conditions ai·e less severe than Prio1ity 1 conditions.
Contractor shall begin working to provide a reasonable resolution for a Priority 2 condition within four
(4) hours, and shall use commercially reasonable efforts, taking into account the nature and seve1ity of the
condition, to timely resolve all P1iority 2 conditions that ai·e either repo1ted to Contractor or that become
appai·ent to Contractor even if not repo1ted by LAUSD. Unless this Agreement specifies a different
timeframe, failure to co1Tect a P1iority 2 condition within seven (7) days shall constitute a Se1vice Level
Agreement #4400011417 39
LAUSD PRA - 46
Default. In addition to any other lights or remedies District may have, this Agreement may specify
Deliverable Credits or Se1vice Level Credits for Contractor's failure to remedy a Priority 2 condition in a
timely manner.
(c) Priority 3.
Any condition that constitutes a non-mate1ial defect or e1rnr in one or more functions that a System
Deliverable or Final Deliverable is wananted to perfo1m is a "Priority 3" condition. Nonexclusive
examples include minor bugs and annoyances that do not conupt data or render information technology
systems, data, or applications unusable or inaccessible. P1iority 3 conditions are the least severe.
Contractor shall begin working to provide a reasonable resolution for a Priority 3 condition within fo1ty-
eight (48) hours, and shall use commercially reasonable effo1ts to resolve all Pliority 3 conditions that are
either repo1ted to Contractor within three (3) weeks of receipt of notice thereof.
(d) Inability to Conect
If Contractor is unable to conect a Plio1ity 1 condition within two (2) calendar days or a Plfo1ity 2
condition within ten (10) calendar days after the date Contractor is notified of the condition, District may,
in its sole discretion, (i) withhold payment of any amount due under this Agreement until the condition is
conected; (ii) reject the System Deliverable or Final Deliverable or any pa1t thereof or revoke acceptance
thereof; (iii) immediately te1minate, under Section 21 .2 herein (but without any requirement of a 30-day
cure pe1iod), this Agreement or any po1tion thereof, along with, in District's sole discretion; or (iv)
exercise any other remedy available at law, in equity, by statute, under this Agreement or othe1wise.
(e) Remedies for Delay in Performing Critical Tasks
If any task identified in this Agreement as a "Critical Task" is not completed and or delivered on the date
specified, District may (i) agree to extend the date upon which such task is to be completed and/or
delivered, or (ii) provided that the delay was not mate1ially caused by any fault of District, immediately
te1minate this Agreement under Section 21.2 . To the extent that any delay is materially caused by any
fault of the Dist:Iict, then District will make reasonable and appropriate adjustments to the due date for
such task, as dete1mined in consultation with Conu·actor, to account for this delay.
N onexclusivity
Except as explicitly set fo1th in this Agreement, no remedy set fo1th in this Agreement for breach of this
Agreement is intended to be exclusive of any other remedy. Each remedy for breach shall be in addition
to eve1y other remedy given hereunder, or now or hereafter existing at law or in equity or by statute or
othe1wise.
Without limitation to Disu·ict's other rights under this Section 21, District may immediately suspend its
duties of perfo1mance under this Agreement, in whole or in part, if Contractor fails to obse1ve or perfo1m
any condition or material obligation in this Agreement or in a Work Order and fails to cure such default
within ten (10) calendar days after Dist:Iict provides notice of the default.
21.2 Termination by LAUSD for Cause
(a) LAUSD may, by giving written notice to Contractor, te1minate this Agreement, or any
pa1t of this Agreement:

Agreement #4400011417 40
LAUSD PRA - 47
(i) subject to Subection 21.2(a)(ii), for a material breach by Contractor that is not
cured by Contractor within thirty (30) calendar days after LAUSD provides
written notice of such breach;
(ii) RESERVED ;
(iii) RESERVED
(iv) for Se1vice Level Defaults that occur with respect to the same Se1vice Level in
three (3) consecutive months or in four (4) out of six (6) months in any period of
six (6) consecutive months; or
(v) for a material breach of the te1ms of this Agreement by Contractor that is not
cured by Contractor within thiity (30) calendar days after LAUSD provides
written notice of such breach, or for numerous or repeated breaches of this
Agreement (even if subsequently cured) that collectively constitute a material
breach.
(b) LAUSD shall exercise its te1mination 1ight hereunder by delive1ing to Contractor w1itten
notice of the breach or breaches under Subsection 21.2(a) giving rise to such te1mination
right. Where Subsection 21.2(a) provides for a cure pe1iod, this Agreement will
automatically and immediately te1minate upon expiration of such cure pe1iod if the
breach identified in LAUSD's notice has not been cured. IfLAUSD chooses to te1minate
this Agreement in part, the Chai·ges payable under this Agreement will be equitably
adjusted to reflect those Se1vices that ai·e not te1minated.
21.3 Termination by LAUSD for Convenience
(a) LAUSD may te1minate this Agreement for convenience and without cause at any time by
giving Contractor written notice designating the te1mination date, which in no case will
be less than thi1ty (30) calendar days after the date of such notice without Contractor 's
approval, and paying to Contractor either : (i) in the case where Se1vices are charged on a
time and mate1ials basis, the unpaid Charges for Se1vices perfo1med by Contractor prior
to the effective date of tennination; or (ii) in the case of where Se1vices ai·e chai·ged on a
fixed-fee or Inilestone basis, (1) the unpaid Charges due for completed Deliverables (or
po1tions thereof) accepted by LAUSD p1ior to the effective date of te1mination, and (2)
unpaid Chai·ges (based on the rates set fo1th in Schedule E) for Se1vices perfo1med by
Contractor for Deliverables ( or po1tions thereof) that are not completed or have not been
accepted by LAUSD p1ior to the effective date of terinination. Upon receipt of any
te1mination notice from LAUSD hereunder, Contractor will immediately commence
efforts to cease all affected Se1vices, and will take all reasonable steps to miniinize
charges, fees or other costs that Inight be inClmed by LAUSD after the date that LAUSD
provides te1mination notice hereunder.
(b) If LAUSD chooses to te1minate this Agreement in pa1t, the chai·ges payable under this
Agreement will be equitably adjusted to reflect those Se1vices that are not te1minated.
(c) If a purpo1ted te1mination for cause by LAUSD under Section 21.2 is dete1mined not to
be a proper te1mination for cause, such te1mination shall be deemed a te1mination for
convenience subject to this Section 21.3 .

Agreement #440001141 7 41
LAUSD PRA - 48
21.4 Termination by LAUSD for Non-Appropriation
If District is not approp1iated adequate funds for or to continue this Agreement, District shall provide
written notification to Contractor of non-appropriation of funds (a "Non-Appropriation Notice"). In such
event, Distiict will have no fuither liability hereunder except with respect to payment for Se1vices
rendered up to the date of Conti·actor's receipt of the Non-Approp1iation Notice. This Agreement will
terminate effective as of the date of the Non-Appropriation Notice, unless the Non-Appropriation Notice
specifically provides othe1wise.
21.5 Termination for Change of Control
In the event that Contractor undergoes a change in control where voting or other control of Contractor is
acquired, directly or indirectly, in a single transaction or series of related transactions, or all or
substantially all of Contractor's assets are acquired, by any entity, or Contractor are merged with or into
another entity to fo1m a new entity, then, at any time within nine (9) months after the last to occur of these
events, LAUSD may te1minate this Agreement by (a) giving Contractor ninety (90) calendar days' p1ior
written notice and (b) designating a date upon which the te1mination(s) will be effective.
21.6 Termination for Insolvency
LAUSD may te1minate this Agreement in its entirety if Contractor (a) becomes insolvent or is unable to
meet its debts as they mature, (b) files a voluntaty petition in banlauptcy or seeks reorganization or to
effect a plan or other atrnngement with creditors, (c) files an answer or other pleading admitting, or fails
to deny or contest, the mate1ial allegations of an involunta1y petition filed against it pursuant to any
applicable statute relating to banla11ptcy, anangement or reorganization, (d) is adjudicated a banlaupt or
makes an assignment for the benefit of its creditors generally, (e) applies for, consents to or acquiesces in
the appointment of any receiver or tmstee for all or a substantial patt of its prope1ty, or (t) any such
receiver or tmstee is appointed and not discharged within thiity (30) calendar days after the date of such
appointment.
21.7 Extension of Termination Effective Date
LAUSD may, at its option, upon thiity (30) calendat· days prior notice, extend any te1mination date it has
specified pursuant to this Article 21 one or more times. In such event, the Se1vices shall be provided
pursuant to and on the terms and conditions set fo1th in this Agreement and LAUSD shall compensate
Contractor as specified in this Agreement.
21.8 Effect of Termination
Te1mination of this Agreement for any reason under this Section shall not affect (a) any liabilities or
obligations of either patty arising before such te1mination or out of the events causing such tennination,
or (b) any damages or other remedies to which a patty may be entitled under this Agreement, at law or in
equity, at·ising from any breaches of such liabilities or obligations.
21.9 Termination Assistance
If any this Agreement is te1minated p1ior to completion, for a peiiod of at least thi1ty (30) calendai· days,
Contractor, upon request, will provide to LAUSD or its designee te1mination assistance to allow the
Se1vices to continue without intem1ption or adverse effect and to facilitate the orderly transfer of the
Se1vices to Distiict or to another contracted provider. Contractor will make available to LAUSD such

Agreement #440001141 7 42
LAUSD PRA - 49
info1mation as LAUSD may reasonably request for purposes of t:ransfening the Se1vices back into
LAUSD or the purposes ofprocming se1vices similar to the Se1vices from a third party.
21.10 RESERVED
22. MISCELLANEOUS
22.1 Applicable Law
All questions concerning the validity, interpretation and perfo1mance ofthis Agreement and the
transactions it contemplates shall be governed by and decided in accordance with the laws of the State of
California without regard to choice of law p1inciples.
22.2 Jurisdiction and Venue
The pa1ties hereby submit and consent to venue in and the exclusive jmisdiction of any state or federal
comts located within the City of Los Angeles and iITevocably agree that all actions or proceedings
relating to this Agreement and the Services provided hereunder shall be litigated in such comts, and each
of the parties waives any objection which it may have based on improper venue or fornm non conveniens
to the conduct of any such action or proceeding in such comt. Contractor waives any right to tlial by jmy
and consents to be joined in any action or proceeding in which LAUSD is a defendant and for which
Contractor is required to indemnify LAUSD pmsuant to the provisions of this Agreement.
22.3 UCITA
To the maximum extent pe1mitted under applicable law, this Agreement shall not be subject to the
Unifo1m Computer Information Transactions Act (prepar·ed by the National Conference of
Commissioners on Uniform State Laws) as cmTently enacted or as may be codified or amended from time
to time by any jmisdiction.
22.4 Equitable Remedies
The parties agree that (a) in the event of any breach or threatened breach of any provision of this
Agreement concerning (i) Confidential Info1mation, (ii) intellectual prope1ty rights, or (iii) other matters
for which equitable rights may be granted, money damages would be an inadequate remedy; and (b) if
either party makes a good faith dete1mination that a breach of this Agreement is such that the damages to
the party resulting from the breach will be so immediate, so large or severe and so incapable of adequate
redress after the fact that a temporary restraining order or other immediate injunctive relief is the only
adequate remedy; then a party may seek immediate injunctive relief and such provisions may be enforced
by the preliminary or pe1manent, mandato1y or prohibito1y injunction or other order of a comt of
competent jmisdiction.
22.5 Interpretation
The pa1ties are sophisticated and have been represented by counsel dming the negotiation of this
Agreement. Any rnle of constmction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in interpreting this Agreement.

Agreement #440001141 7 43
LAUSD PRA - 50
22.6 Binding Nature and Assignment
Contractor may not assign, voluntaiily or by operation of law, any of its tights or obligations under this
Agreement without the ptior written consent of District. Subject to the foregoing, this shall be binding on
the patties and their respective successors and permitted assigns.
22.7 Expenses
Except as expressly provided in this Agreement, each patty shall pay its own fees and expenses (including
the fees and expenses of its agents, representatives, attorneys and accountants) incuned in connection
with the negotiation, drafting, execution, delivety and perfotmance of this Agreement and the transactions
it contemplates.
22.8 Amendment and Waiver
No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed
in wtiting by the patties in accordance with the tetms hereof . No waiver of any tetm, provision or
condition of this Agreement, whether by conduct or othetwise, in any one or more instances, shall be
deemed to be or be constrned as a ftuther or continuing waiver of any such tetm, provision or condition or
as a waiver of any other tenn, provision or condition of this Agreement.
22.9 Further Assurances; Consents and Approvals
Each party shall provide such ftuther documents and instmments and take such other actions as may be
reasonably necessaty or desirable to give effect to this Agreement and to cat1y out its provisions.
Whenever this Agreement requires or contemplates any action, consent or approval of a patty, such patty
shall act reasonably and in good faith and (unless this expressly allows exercise of a patty's sole
discretion) shall not unreasonably withhold or delay such action, consent or approval.
22.10 Publicity
All media releases, public announcements and other disclosures by Contractor relating to this Agreement,
including promotional or marketing matetials, but excluding announcements intended solely for internal
disttibution or to meet legal or regulatoty requirements, shall be coordinated with and approved by
LAUSD prior to release. Contractor may not use LAUSD's name or any of LAUSD's trade names,
trademat·ks, setvice marks, slogans, logos or designs for any advettising, promotional or other purpose
which is not necessaty in Contractor's perfotmance under this Agreement without the prior, wiitten
pennission ofLAUSD.
22.11 Severability
If any provision of this Agreement is detetmined by any comt of competent jmisdiction to be invalid or
unenforceable (other than provisions going to the essence of this Agreement), such provision shall be
interpreted to the maximum extent to which it is valid and enforceable, all as detetmined by such comt in
such action, and the remaining provisions of this Agreement will, nevettheless, continue in full force and
effect without being impaired or invalidated in any way.

Agreement #440001141 7 44
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22.12 Entire Agreement
This Agreement and all Schedules constitute the entire agreement between the pa1ties pe1taining to the
subject matter hereof and supersede all p1ior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the pruties pe1taining to the subject matter hereof.
22.13 Notices
Any notice, demand or other communication required or pennitted to be given under this shall be in
writing and shall be deemed delivered to a paity (a) when delivered by hand or courier, (b) when sent by
confnmed facsimile with a copy sent by another means specified in this Section, or (c) three (3) calendru·
days after the date of mailing if mailed by United States ce1tified mail, return receipt requested, postage
prepaid, in each case to the address of such paity set fo1th below (or at such other address as the paity
may from time to specify by notice delivered in the foregoing manner):
If to Contractor, to the address set fo1th by Contractor's signature below, or such other address as the
paities may mutually agree.
Ifto LAUSD:
Los Angeles Unified School Distiict, Info1mation Technology Division

333 S. Beaudiy Avenue, 10th Floor
Los Angeles, CA 90071
Fax: (213) 241-8400
Attention: Chief Info1mation Officer
With a Required Copy to:
Los Angeles Unified School Distiict, Office of General Counsel

333 S. Beaud1y Avenue, 20th Floor
Los Angeles CA 9001 7
Fax: (213) 241-7600
Attention: Chief Business & Compliance Counsel
In addition, a copy of all questions and notices relating to contractual matters under this Agreement will
be delivered electronically to District's Contract Administration Analyst, Zacha1y Watson (or to such
other individual as District may designate in accordance with this section.
22.14 Survival
Any provision of this Agreement which contemplates perfo1mance or obse1vance subsequent to any
te1mination or expiration of this Agreement, including Article 11, Article 13, Section 14.4, Article 16,
Article 17, Article 19, Article 20, Article 21 and Article 22, shall smvive expiration or termination of this.
22.15 Independent Contractors
While engaged in perfo1mance of this Agreement, the Conti·actor is an independent conti·actor and is not
an officer, agent, or employee of the Distiict. Conti·actor is not entitled to benefits of any kind to which
Disti·ict's employees ai·e entitled, including but not limited to unemployment compensation, workers'
Agreement #440001141 7 45
LAUSD PRA - 52
compensation, health insurance and retirement benefits. Contractor assumes full responsibility for the acts
and/or omissions of Contractor's employees or agents as they relate to perfo1mance of this Agreement.
Contractor assumes full responsibility for workers' compensation insurance, and payment o all federal,
state and local taxes or contributions, including but not limited to unemployment insurance, social
security, Medicare and income taxes with respect to Contractor and Contractor's employees. Contractor
wanants its compliance with the c1ite1ia established by the U.S. Internal Revenue Service (I.RS.) for
qualification as an independent contractor, including but not limited to being hi.red on a temporaty basis,
having some discretion in scheduling time to complete contract work, working for more than one
employer at a time, and acquiring and maintaining its own office space and equipment. Contractor agrees
to indemnify District for all costs and any penalties atising from audits by state and/or federal tax entities
related to se1vices provided by Contractor's employees and agents under this Agreement.
22.16 Third Party Beneficiaries
Except for third parties specifically entitled to indemnification under the terms of, and as set fo1th in,
Article 19, nothing in this Agreement, express or implied, is intended to confer any 1ights, benefits,
remedies, obligations or liabilities on any person (including any employees of the patties) other than the
patties or their respective successors or pe1mitted assigns.
22.17 Cumulative Remedies
Except as othe1wise expressly provided in this Agreement, remedies provided for herein will be
cumulative and in addition to and not in lieu of any other remedies available to either patty at law, in
equity or othe1wise.
22.18 Counterparts
This Agreement may be executed in one or more counterpatts, each of which shall be deemed an 01iginal,
and all of which, taken together, shall constitute one and the same instrument.
22.19 Force Majeure
Neither pa1ty shall be liable for failure to fulfill its obligations under this Agreement (other than a failure
to pay money) where such failure or delay could not have been prevented by reasonable precautions and
cannot reasonably be circumvented by the nonperfo1ming patty through the use of alternate sources,
work-at·ound plans or other means, and if that failure is caused, directly or indirectly, by flood, extr·eme
weather, fire, mud slide, eatthquake, or other natural calamity or act of God, intem1ption in water,
electiicity, heating or air conditioning (depending on the season), 1iots, civil disorders, rebellions or
revolutions, acts of governmental agencies, quai·antines, embargoes, labor disputes affecting vendors or
subcontractors and for which the patty claiming force majeure is not responsible, or any other similat·
cause beyond the reasonable conti·ol of that patty (each, a "Force Majeure Event"). The occunence of a
force majeure event suffered by another customer of Conti·actor that may require Contractor to allocate
additional resources to se1vice that customer shall not constitute a Force Majeure Event under this
Agreement that excuses Contractor's perfo1mance hereunder or pe1mits it to reallocate required resources
away from the perfo1mance of this Agreement. If either pa1ty is delayed by a Force Majeure Event it
shall promptly notify the other pa1ty by telephone and desc1ibe in reasonable detail the nature of the Force
Majeure Event (to be confumed in w1iting within five (5) calendai· days after the inception of such delay).
Any patty claiming a Force Majeure Event hereunder shall: (a) use reasonable effo1ts to overcome the
effects of the Force Majeure Event; (b) use reasonable effo1ts to mitigate any effects or consequences of
such Force Majeure Event; and, (c) promptly notify the other pa1ty once the Force Majeure Event has
ended or its effects have othe1wise been remedied. If any Force Majeure Event results in a failure to
Agreement #440001141 7 46
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deliver the Se1vices for more than five (5) business days after Distii ct's initial receipt of notice, Disti·ict
may, upon notice to Contractor, tenninate this Agreement without any liability to Conti·actor other than
payment for Se1vices rendered prior to the occmTence of the Force Majeure Event. District is not
required to pay for those Se1vices that are not pe1fo1med because of an excused pe1formance in a Force
Majeure Event.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Agreement #4400011417 47
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IN WITNESS WHEREOF the pruties have executed this Agreement as of the Effective Date.
-DISTRICT- -CONTRACTOR-
r - ;;ocuSigned by:
TheLo~ :~ All Here

By:
faluC6~C.
.-J'--~~----
Name: Christopher Mount Name: Joanna Smith-Griffin
Title: Chief Procurement Officer Title: Chief Executive Officer

9/6/2023
Date: Date: 8-15-2023

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LAUSD PRA - 55
Schedule A
STATEMENT OF WORK
STAKEHOLDER COMMUNICATION APPLICATION (APP), DEVELOPMENT AND

IMPLEMENTATION
The District's communication application solution connects communities and stakeholder groups
across the Distiict through mobile devices as well as school and district websites in a safe, social, and
collaborative learning environment, with all of its components integrated into a platfo1m-based
solution with "Single-Sign-on Access".
1.0OVERVIEW
The purpose of the IAP Tool is to create a fully-integrated p01tal system that will provide "one-stop"
for students, teachers, family members, administrators, and others to access relevant student-centered
data, online tools, and resources that they need to promote student acceleration, growth and
achievement. The tool will include features such as the Chatbot which will be trained to detect any
confidential or sensitive info1mation and respond with a message that the Chatbot tool is not
appropriate for confidential or sensitive info1mation. It will se1ve a communication tool regarding the
data for parents, students, schools, and designated district suppo1t se1vices. The IAP Tool will have the
following features:
1.1 A easily navigable Dashboard unique to each District-enrolled child reflecting data regarding
student attendance and pe1fo1mance, as more fully described below in section 2.2.1 ;
1.2 A ChatBot feature that will consist of a real time messaging box available to parents to enter in
their questions regarding a defined scope of topics related to their child's academic
perfo1mance, as more fully desc1ibed below in section 2.2.2;
1.3 Geo Mapping for resources: The Tool will have a feature in which parents can pull up a map
featuring resources available to them locally, as more fully described below in section 2.2 .3;
and
1.4 Immediate Email/Contact capability, as more fully described below in section
2.0 APPLICATION CAPABILITIES AND FEATURES ELEMENTS

23.
2.1 The IAP Tool is a web-based system on AWS using se1verless technologies. AWS manages the
underlying infrastiucture for se1verless se1vices without the need for physical se1vers.
Maintenance and repair tasks are handled by the cloud provider. The hosting se1ver(s) and
related software are abstracted away and the system mns in an environment provided by the
cloud provider. Internet connectivity is provided by the cloud provider. If the relationship
with the contractor ends, the contractor will assist the Distiict in retrieving content from the
contractor's cloud environment.
2.2 The IAP Tool will have the following features:
2.2.1 Dashboard. The Dashboard will reflect the most up-to-date data in the following areas:
• Attendance: Number of absences for the school year and ClllTent attendance rate
• Academic: Will include ClllTent student assessment data for ela and math content areas
• College Readiness: Will include A-G data (secondaiy students), and grades for ela and
math (elementaiy and seconda1y)

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2.2.2 ChatBot. The Chatbot will have the following features:[Reference and inco1porate
highlighted features]
• Chatbot that is web-based and provides an SMS option. The IAP tool will include a
Chatbot feature that will be available on the landing page of the Tool, into which parents
will be able to type in their questions on the following topics:
o Attendance
0 Academics
0 College Readiness
• Interactive Buttons
0 Interactive, menu-based guided buttons will be made available to the
Chatbot, but not restrictive. Inbuilt context handling capabilities will be included,
allowing the visitor to swiftly switch between topics and functions in a single thread
0 The Chatbot will be conversational, and not only reliant upon menus
0 "Twitter like" - pop up chat feature asking "How may I assist you?"
• Voice activated Ale1ts
0 The Chatbot will suppo1t voice-based navigation to relevant content on the IAP
• 0 Sentiment
The Chatbot will be able to detect the emotional pola1ity of the subject and content
dming human interactions
0 The Chatbot will understand common cues, text, and speech patterns that indicate
hostility, happiness, sadness, etc.
• 0 Conversational
The Chatbot will be capable of having an end-to-end conversation with human
visitors to the websites or applications
• 0 Predictive analytics
Predictive analytics use data, machine learning, and statistical algorithms to work
out the likelihood of future outcomes, by analyzing patterns in data . Predictive
analytics can help identify trends (e.g., in attendance and/or academic perfo1mance)
that target suggested inte1ventions to students, supp01t student success and family
engagement.
0 The IAP will predict the best resources and include direct links to student practice
activities such as direct links to existing digital tools via public link, such as IXL,
amplify, STMath activities that will suppo1t student skill development and district
resources that align with students needs as indicated by the data, to accelerate
learning.
The IAP will suggest specific lessons that students should work on
within the available digital tool.
• Natural language Processing (can answer basic questions such as "what grade does my
child have in math, how can I find out how my child is doing in school, who can I
contact if I want to emoll my child in tutoring" spoken by parents and students)
0 AllHere's Chatbot will use knowledge of sentence stmctme, idioms, and machine-
learned pattern recognition to tiy to match what a visitor "says" to an "intent" that
has been "classified"
• The Chatbot will be trained to detect any confidential or sensitive inf01mation and
respond with a message that the Chatbot tool is not appropriate for confidential or
sensitive info1mation.
0 Details of the sensitivity t1iggers will be established dming implementation and
reviewed by the LAUSD ITS Team
• Prior to logging on to the IAP tool parents and students will be told that the IAP is where
they can get info1mation about grades, academic progress, and access to digital resources

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that can help accelerate their learning.

• The Chatbot will be programmed to identify trends in resource requests or frequently
asked questions made by families and stakeholder groups when accessing the IAP and
the chatbot will be able to provide va1ious baseline info1mation to LAUSD.
• The Chatbot will be responsive to unstmctured sentences, grammatical enors, spelling
mistakes, and free text
• The Chatbot will suppo1t multiple languages
• The Chatbot will be capable of supe1vised learning - and be able to assign an infened
function to the data so that newer examples of data will give the same output for that
"learned" interpretation
• The Chatbot will be able to conduct parameter-bound unsupe1vised learning- the ability
to assign an infened function to the data through careful analysis and extrapolation of
patterns from raw data, based on delimiters provided at the onset
• The Chatbot will build a knowledge reposito1y that is hierarchical, reviewable, auditable,
and modifiable, and will be populated and maintained by AllHere to lessen the burden of
implementation
• The Chatbot will be able to perfo1m the task of recognizing and classifying single and
multi-word expression within a chat instance that may refer to the name of the se1vice or
a specific entity like school name or an area
• The Chatbot will be trainable, and will be trained by AllHere, regarding the types of
LAUSD se1vices provided, as well as some institutional histo1y and details that may be
useful when connecting with families/users (such as school mascot, etc.)
• The Chatbot will exhibit the following charactelistics:
o Honesty - The Chatbot, if desired, will be designed to disclose that the human is
interacting with an automated system, not a human.
o Tolerance - The Chatbot will be trained to be tolerant of typos, able to project
probable words intended
o Empowe1ing- To the degree possible, the Chatbot will allow the user to specify
topics raised by the IAP for follow-on suppo1t
o Flexible - Ability to train the Chatbot for the LAUSD environment, as well as the
!AP-focused desired subjects, is a key design p1inciple of AllHere
o Context Aware - The Chatbot will process where the user is in the IAP system when
the question is posed to the Chatbot, to enable a successful se1vice expe1ience
o Escalation - Users will be provided with school contact information to contact
school. Users who need immediate suppo1t regarding health or safety will be
provided with hotline or emergency service numbers.
o Professionalism - The Chatbot will be trained to communicate in a cordial and
respectful manner, regardless of the response from the user
o Emergency Aware - The Chatbot will be trained by All Here to recognize and handle
sensitive, emergency te1ms as identified by LAUSD, Users who need immediate
suppo1t regarding health or safety will be provided with hotline or emergency
se1vice numbers
o Detection - The technical capability to detect fmst:ration, anger, and other negative
affect is impo1tant for providing quality se1vices to LAUSD users. Once negativity is
detected, the Chatbot will be trained to respond appropriately with general statement
inf01ming user that the request/questions cannot be answered with the IAP tool
o Teachable - The Chatbot algorithm will be continuously learning and improving
responses, based on user engagement, with concunence from LAUSD for any major
modifications to the Chatbot - "supe1vised learning"
o Multilingual - The Chatbot will be aware of different dialects and prepared to handle

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broken English, misspellings from non-native speakers, and unintended but similar
words
• The range of Chatbot topics will include: student data sets - ELA and MATH assessment
scores; student grades; attendance; and graduation status and provide users with the links to
the resources that are already linked within the IAP that will also match the request made in
the chatbot.
o Chatbot will respond to general requests, not related to IAP tool by refening user to the
school contact information, LAUSD websites and/ or other LAUSD TOOL: Parent
P01tal.
o Other user requests that are not related to the purpose of the IAP tool, will receive the
following message "IAP cannot assist with this question. Please contact your school for
more information."
2.2.3 Geo Mapping.

• Community resources: Users will be able to use geomapping tool by inputting zip code
to find nearest LAUSD family wellness centers
2.2.4 Notification System for Emergency Response

• The system will be monitored 24 hours a day by the chatbot system and will
immediately elevate conversations that contain info1mation that could indicate a child or
family member is in danger ofha1m. The chatbot will be programmed to elevate
situations where danger ofhaim is indicated. The system will also intelligently route
conversations outside scope of this agreement by providing the user with emergency
se1vice numbers or mental health hotline se1vices.
3.0 Data Ownership and Management.

3.1.LAUSD shall register as well as retain ownership and management over any applicable
internet domain names used to access district, school and staff websites.
3.2 LAUSD shall retain ownership of content.
3.3 Integrate with district data management systems and load tool with LAUSD created content
bank spreadsheet in an online web based platfo1m for student and parent access.
4.0 CREATIVE/ DESIGN REQUIREMENTS

ALLHERE WILL WORK CLOSELY WITH LAUSD STAFF TO DEVELOP AN IAP TOOL THAT
HAS THE FOLLOWING CREATIVE AND DESIGN FEATURES:
4.1.1 THE SITE COLORS AND DESIGNS MUST REFLECT THE ORGANIZATION'S BRAND.
4.1.2 Appealing to users.
4.1.3 Good contrast between text and background.
4.1.4 Consistent site header/logo and navigation areas.
4.1.5 Consistent use of color schemes.
4.1.6 Colors and graphics enhance rather than distract from the site.
4.1.7 Consistent use of font, font sizes and font colors.
4.1.8 Content is organized in a consistent and easy to find manner (minimal clicks)
4.1.9 Allow for audio and video/flash files.
4.1.10 Good use of design principles: repetition, conti·ast, proximity and alignment.
4.1.11 Main navigation links ai·e clearly and consistently labeled.

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4.1.12 Navigation aids: site map, navigation "Skip Links", and breadcmmbs.
4.1.13 Navigation is stmctured in an unordered list.
4 .1.14 Include site search capabilities.
4.1.15 Meet WCAG 2.0 Level AA requirements
4.1.16 Dedicated email notification se1vers
4.1.17 Dedicated application se1vers
4.1.18 Dedicated database se1vers
4.1.19 Unlimited users and multi-level groups with pennission-based logins
4.1.20 Multi-location / multi-se1ver redundancy for maximum up-time
4 .1.21 Verifiable integrated backup systems
4.1.22 Op en database architecture to increase the ease-of-integration with other central office and
school applications
4.1.23 Integrated message center accessible to all users
4.1.24 Integrated and comprehensive public / private / central office divisions - departments /
p1incipals / schools, based on an approval-based calendar
4.1 .25 Total integration between the District and schools
4.1 .26 The se1vice does not require vendor software to be loaded onto the client machine.
4.1 .27 The se1vice does not require the user to have lmowledge of HTML for any of its required tasks.
4.1 .28 The se1vice allows content to be previewed before its final publication to the site.
4.1.29 The se1vice is accessible to remote users via an internet only connection.
4.1.30 hnages can be used as links to other pages or to files .
4.1.31 The se1vice contains a profanity and content filter, as more fully desc1ibed herein.
4.1.32 The se1vice allows users to link documents stored in LAUSD external facing document
management systems.
4.1.33 The se1vice allows for integration with other LAUSD built utility applications
4.2 FUNCTIONAL REQUIREMENTS

ALLHERE WILL CREATE AN IAP TOOL THAT MEETS THE FOLLOWING
FUNCTIONAL REQUIREMENTS:
4.2.1 THE SERVICE IS ACCESSIBLE TO REMOTE USERS VIA AN INTERNET ONLY

CONNECTION.
4.2.2 IMAGES CAN BE USED AS LINKS TO OTHER PAGES OR TO FILES.
4.2.3 CHATBOT WILL NOT RESPOND TO PROFANITY AND EXPLICIT CONTENT AS
DEFINED BY LAUSD. DESIGNED TO IGNORE AND PROVIDE MESSAGE THAT THE
REQUEST/QUESTION CANNOT BE ANSWERED THROUGH THE IAP TOOL.
4.2.4 THE SERVICE ALLOWS USERS TO LINK DOCUMENTS STORED IN LAUSD
EXTERNAL FACING DOCUMENT MANAGEMENT SYSTEMS.
4.2.5 THE SERVICE ALLOWS FOR INTEGRATION WITH OTHER LAUSD BUILT UTILITY
APPLICATIONS
4.2.6 MOBILE HTML 5 COMPATIBILITY FUNCTIONS
4.2.7 STUDENT AND PARENT IDENTIFICATION VERIFICATION USING LAUSD PARENT
PORTAL VERIFICATION SYSTEM
4.2.8 VISUAL AND SELF-MAINTAINABLE IAPTIMELINEAND CALENDAR FOR THE
PARENT'S:
• INDIVIDUAL CHILD ENROLLED IN LAUSD AND/OR
• COMBINED CHILDREN ENROLLED IN LAUSD.
4.2.9 MASS AND FILTERED EMAIL NOTIFICATION CAPABILITY TO REGISTERED
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PARENTS WITH MESSAGES EXPLAINING IF OR WHEN THEIR CHILD:

• HAS RECEIVED A MESSAGE IN THE IAP TOOL ABOUT THE IAP UPDATED WITH
STUDENT DATA AND RESOURCES
4.2.10 FAMILIES CAN ACCESS AN IAP PROFILE FOR EACH CHILD SHOWING CURRENT
STUDENT PERFORMANCE DATA.
4.2.11 SCHOOL ADMINISTRATORS AND DESIGNEES CAN USE THE SYSTEM TO
COMMUNICATE WITH FAMILIES BY SENDING CUSTOMIZED MESSAGES TO ALL
STUDENTS OR DESIGNATED STUDENTS
4.2.12 SCHOOL ADMINISTRATORS CAN ONLY EDIT THE FIELDS THAT THEY HAVE BEEN
GIVEN PERMISSIONS TO EDIT.
4.2.13 THE IAP TOOL SHALL:
• ALLOW THE DOWNLOAD OF ALL DAT A COLLECTED THROUGH THE
APPLICATION,
• ALLOW DISTRICT ADMINISTRATORS TO CONFIGURE WHICH FIELDS ARE
AVAILABLE FOR EDITING AND WHO HAS EDITING RIGHTS,
• ALLOW DISTRICT ADMINISTRATORS TO RECEIVE NOTIFICATION WHEN
PROFILES HAVE BEEN UPDATED, AND
• ALLOW DISTRICT ADMINISTRATORS TO MANAGE NOTIFICATIONS
• PROVIDE SYSTEM SUPPORT SPECIFICALLY TO RESOLVE ANY FUNCTIONALITY
ISSUES PREVENTING THE IAP TOOL TO PROVIDED PARENTS AND STUDENTS
WITH UPDATED DATA AND LINKS TO LAUSD DESIGNATED RESOURCES,
RESOLVE AND UPDATED CHATBOT FUNCTIONS, UPDATED
CONTENT/RESOURCE LINKS.
4.2.14 The se1vice includes an integrated comprehensive smvey and polling generation software that
meets PPRA and Education Code requirements for smveys of students should the customer wish
to deploy that featme.
4.3 TECHNICAL REQUIREMENTS

ALLHERE WILL CREATE AN IAP TOOL THAT MEETS THE FOLLOWING TECHNICAL
REQUIREMENTS:
4.3 .1 The IAP Tool shall seamlessly Integrate with the following to receive updated student data
regarding attendance, student grades, student testing data, parent contact inf01mation, and student
demographics:
o MiSiS
o Welligent; when IAP tool se1vices expand to provide students resources/content aligned with IEP
goals
o IOD
o Parent Login integration Oracle IDCS
o Whole Child Integrated Data (Snowflake)
4.3.2 The IAP Tool shall integrate with LAUSD Parent Po1tal or LAUSD's parent account
management system to allow parents to log in with their LAUSD Parent Po1tal accounts through IDCS
and for each student associated with their Parent Po1tal account. The info1mation of associated students'
info will be provided through web se1vices provided by LAUSD Parent po1tal.
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4.3 .3 The IAP Tool shall inte1face with MiSiS, IODS and Welligent through web se1vices. IODS will
provide data from various systems (i.e. student, school, etc.) nightly (or on higher frequency- tbd).
5.0 Security
5.1 Contractor will provide a comprehensive secmity vulnerability management solution capable of
identifying, assessing, and mitigating security vulnerabilities within the IAP infrastmcture and
software systems, which must be approved by District staff, including, but not limited to ITS.
o Contractor will provide a monthly security repo1t which will provide info1mation on
info1mation security measures, including any secmity incidents, vulnerabilities
addressed, secmity patches applied, and overall system security status for the prior
month.# Of c1itical vulnerabilities
o # Of resolved vulnerabilities
o Avg days to mitigate vulnerabilities
5.2 Minimum, Bi-Monthly Maintenance Schedule
5.3 Contractor will provide the following security monito1ing tools and suppo1t, which must be
approved by District staff, including but not limited to ITS, prior to launch:
o Penetration tests
o Cyber-attack
o Antivims control
o Data encryption
o Traffic filte1ing
o Intrusion detection
o Misconfigurations
o Data loss
o API Vulnerabilities
o Malware
5.4 The Contractor must adhere to all State and Federal regulations relating to student data
privacy and confidentiality. This includes, but is not limited to, the Family Education
Rights and Plivacy Act (FERPA), Individuals with Disabilities Education Act (IDEA),
and the Health Insurance Po1tability and Accountability Act (HIPAA). LAUSD to reta.in
ownership of all Distiict data.
5.5 The Contractor must comply with Data Use Agreement between AllHere and the Disti·ict,
executed on July7, 2023, a copy of which is attached hereto and incorporated herein by
reference as Schedule D, Data Use Agreement.
5.6 AllHERE shall show proof of compliance with the following minimum Info1mation Secmity
Requirements:
o ISO 27001 Ce1tification
o SOC3 and SOC2 Ce1tification
o CSA: Cloud Security Alliance Star Level 1
5.7 The administration and security for the software shall adhere to all CIPA, and COPA
requirements in addition to user login ti·acking and monit01ing of document access, editing,
and downloading. The solution must adhere to all State and Federal regulations relating to
student data privacy and confidentiality. This includes, but is not limited to, the Family
Educational Rights and P1ivacy Act (FERPA), Individuals with Disabilities Education Act
(IDEA), and the Health Insurance Po1tability and Accountability Act (HIPAA).
6.0 DATA AND REPORTS

Conti·actor will provide District usage rep01ts weekly and upon request:
o Single
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distinct
user
o Daily
usage
o APP feature accessibility and usage repo1ts to include which resources are accessed and
frequency by parent and by student.
7.0 DELNERABLES
7 .1 Final Design Elements of Application by August 1, 2023
7.2 A fully functioning IAP Tool to be launched by August 4, 2023 that is ready for content
creation to include the following integrations:
7 .2.1 Data Integration:
• Mobile App and Website must be compatible with District/Parent Single Sign-on process.
• Flexible and timely integration from various data sources including school site info1mation
and parent resources.
• Links to existing Parent Po1tal via SSO.
• Parents will not be asked to provide any data
• Parents/guardians will receive customized messaging regarding their student(s), and will
subsequently be given the option to unsubsc1ibe from customized messaging via the
platform and through nudge notifications.
• District will have the ability to disable and enable functions that directly interact with students,
including, but not limited to, the Chatbox feature.
7.2 .2 Analytics:
• Section 508 and ADA compliant, i.e., meeting at least WCAG 2.0 Level AA requirements,
and easy to interpret visualizations (colors, graphs, etc.) that highlight student progress
(adaptable for website and mobile devices) for all data metiics, including but not
limited to the following:
o Attendance
o Academics
o College & Career Readiness
Grade Level: Early Ed - 12
Data Refresh: Daily
Data Alert Frequency: As updated
Data Including but not limited to:
o Attendance: Absences, tardies
o Literacy: ELA grades, ELA test scores: iready and DIBELS
o Numeracy: Math Grades, Math scores: iready
o College/Career: Students TK-12 coursework grade repo1ts from MISIS
Initiating (Prerequisites before Planning)

• AllHere Responsibilities
o Send Welcome Email with Statement of Work
o Identify IAP Project Team
o Project Manager
o Implementation Specialist(s)
o Send Customer access to the following:

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• Project Plan
• Configuration Smvey
• Completion Crite1ia:
o Activity will be considered complete when:
• Customer signs off on Statement of Work
Planning
o Schedule and conduct a kick-off meeting
o Explain the implementation process
o Provide introduction to the Design Configuration resources
o Schedule the IAP implementation and training resources based on project timeline
o Update the Project Plan to include implementation timing, stakeholder group feedback,
and resources
o Schedule regular Status Calls as needed
• Customer Responsibilities
o Attend kick-off meeting, design meeting, and all subsequent meetings and training
required
o Utilize the online Project Plan, Feedback Plan, and Training Plan throughout the project
to stay up to date
o Complete the IAP Design Meeting based on info1mation gathered from key stakeholders
o Deliver the following:
• Suppo1ting documents as required (i.e., existing skill practice materials, Distiict
info, etc.)
• Exti·act and conve1t required data to IAP templates and fo1mat
o Plan for stakeholder group feedback, training, and public messaging and ensure requisite
users attend required training and feedback sessions
o Update the Project Plan to indicate client tasks completed
o Manage customer business process change throughout the project
• Completion Crite1ia
o This activity will be considered complete when:
• The kick-off meeting is completed
• The Project Plan is updated based on discussed timelines
• Design Workshop - approximately 2-hour session
• Design Feedback - approximately 4-10 hours
• The Design Review is completed, and customer signs off on IAP design for
initial launch
Authentication Services
As pait of these Se1vices, AllHere will assist the customer to configure Single Sign On (SSO) for the IAP
Tool under the scope of this statement of work.
o Configure SSO to enable user authentication and auth01ization
• Customer Responsibilities
o Identify and enable the Identity Provider (IDP) for setting up of SSO

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o Test the setup of Authentication Se1vices

• Completion Crite1ia
o Customer signs the final checklist that Authentication Services are complete
Executing
• Design and Configuration Collection: Customer Critical Responsibilities
o Complete the IAP Design and Configuration Workshop and Smvey based on inf01mation
gathered from key stakeholders.
o Provide suppo1ting documents as required (i.e. , grade scales, A-G requirements, IAP
catego1ies, standards, etc.)
o Consult with customer stakeholders and provide answers to follow-up questions
regarding design and configuration elements.
o Notify AllHere that you are ready to begin IAP configuration.
• Completion C1ite1ia
o Design and configuration collection, and associated documentation are complete and
provided to AllHere.
• System Settings:
o AllHere Configures Critical IAP Settings
o AllHere Configures District Settings
• IAP Communication and Nudge Content/Campaigns
• Subscriber List Management
• Opt-In Management
• Drip Campaigns
• AIB Testing
• Personalization
• Analytics and Repo1ting
• IAP Resource Ecosystem Development
• Compliance and Consent Management
• Interactive Buttons
• , allowing the visitor to swiftly switch between topics and functions in a single
thread
• The IAP's Chatbot will be role-based and conversational, and not only reliant
upon menus
• "Twitter like" - pop up chat feature asking "How may I assist you with questions
about your child's attendance or academics?"
• Multiple Languages will meet EC Section 48985
• Voice activated Ale1ts - The IAP will suppo1t voice-based navigation to relevant
content on the IAP
• CREATIVE/ DESIGN REQUIREMENTS AS SET FORTH IN SECTION
4.0, ABOVE.
• FUNCTIONAL REQUIREMENTS, AS SET FORTH IN SECTION 5.0
ABOVE.
o AllHere Configures School Settings
o Completion Crite1ia:

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The IAP configuration elements have been configured and reviewed for system,
distiict, and school setup.
• First Login and Overview of Configuration- approximately I-hour
session
• Customer sign-off on configuration phase
Data Integration
• AllHere will provide a secure platf01m for secure file transfers
• AllHere Reviews and Impo1ts Customer Provided Files
o Dming IAP Tool Implementation, AllHere will work with the customer on the initial data
items, as reviewed/approved by the District
• Customer Critical Responsibilities
o Extract and conve1t required data from customer system to IAP
o Data Validation- Once data is impo1ted into the IAP, AllHere will provide
documentation and best practice for validating data in the IAP using rep01ting and visual
methods. The customer will have the final responsibility for the validation and
confirmation of the accuracy of their data.
o Validate data in the IAP and obtain concmTence from key district stakeholders
• Completion C1ite1ia
o This activity will be considered complete upon:
• AllHere has impo1ted all provided data.
• Data Validation Overview - approximately 1 hour
• Customer validates new data in the IAP
• Customer signs off on data phase
Alert and Escalation Set-Up

• AllHere Implementation Responsibilities
o Conduct an ale1ts and escalations meeting
o Make best practice recommendations on ale1ts and escalations
o Provide an ove1view of ale1ts and escalations pe1mission functionality
o Review how to manage ale1ts and escalations catego1ies, topics, and roles
o Review ale1ts and escalations rnle status
o Review fallback behavior for IAP Tool
o Attend knowledge ti·ansfer meeting of ale1ts and escalations
o Review ale1ts and escalations user guides and ti·aining
o Evaluate the hierarchy, categories, and functional rnles for alerts and escalations for
administi·ative staff
Align administrative staff to the role utilizing best practice alerts and escalations
recommendations and documentation
Skill Practice Set-Up

• AllHere Implementation Responsibilities
o Conduct a skill practice meeting
o Make best practice recommendations on skill practice

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o Provide an ove1view of skill practice fonctionality

o Review how to manage topical mapping
o Attend knowledge transfer meeting of ale1ts and escalations
o Review ale1ts and escalations user guides and training
o Evaluate the hierarchy, categories, and fonctional rnles for alerts and escalations for
administrative staff
Align administrative staff to the role utilizing best practice ale1ts and escalations
recommendations and documentation
Beta Testing
• Ove1view Working with Students
• Ove1view Working with Families
• Running Initial System and Repo1ts Ove1view
• Initial utilization repo1t development
• AllHere hnplementation Responsibilities:
o IAP Tool delivered- and is made available to District ADMINISTRATION for testing
and review
o Product training and initial professional development delivered onsite
Closing
• Ove1view Working with Students
• Ove1view Working with Families
• Running System and Reports Ove1view
• Ove1view of the following:
o Communications
o Logs
o Tests
o Skill Practice
• AllHere hnplementation Responsibilities:
o Review and track project deliverables
o Introduce customer to suppo1t contact methods
o Provide final project sign off to customer
o Review completed project deliverables prior to implementation completion
o Understand that supp01t will become p1ima1y contact for customer
• Completion C1iteiia
o This activity will be considered complete when AllHere:
• Delivers documented final IAP project deliverables
• Delive1y of final deliverable signoff documentation
IAP Mobile iOS and Android App Development

• Completion Ciite1ia
o This activity will be considered complete when AllHere:

Agreement #440001141 7 60
LAUSD PRA - 67
• Delivers mobile iOS and Android IAP
Optimization and Maintenance

• Follow-up professional development delivered onsite and via webinars, as requested
• Monthly progress repo1ts provided to administrators
• Monthly rep01ts submitted to District ADMINISTRATION on progress
• Monthly progress rep01ts provided to administrators - IAP Tool training, continuous iteration,
recommendations and services delivered
• As requested, ingest additional data fields to broaden and refine resource recommendations
• As requested, develop staff user scenarios in compliance with labor and legal regulations
• Enhance existing student and guardian scenarios based on continued user feedback and usage
metrics
• Continuously monitor and optimize capacity to account for annual and seasonal changes in usage
traffic patterns, data storage, messaging and AI computing.
• Administi·ator Training- delive1y of administi·ative level or advanced level of ti·aining for the
customizable messaging se1vice with the IAP tool as directed and requested by the Disti·ict.
• Suppo1ting training mate1ials to include job aides for LAUSD designated staff on how to use the
customizable messaging option in the IAP TOOL as directed and requested by the Disti·ict.
• Provide Post Launch Suppo1t for a pe1iod of 30 days. (Remotely)
END OF STATEMENT OF WORK

Agreement #440001141 7 61
LAUSD PRA - 68
Schedule B, Pricing Schedule
Individual Acceleration Plan Tool
The Contractor shall adhere to the deliverable schedule outlined below. Adjustments to the timeline may
be made upon mutual written agreement between AllHere Education, Inc. and LAUSD. Payment is
contingent upon the acceptable completion of each deliverable by Tony Aguilar or Designee. LAUSD
will approve all deliverables based on a film-fixed unit rate. The contractor shall invoice after each
completion of a deliverable. In no event, will the Distiict be liable to Conti·actor, under this Agreement,
for more than Five million-nine hundred and ninety-seven thousand and twelve dollars ($5, 997,012) in
the aggregate.
Deliverables Year Timeline Individual Acceleration Plan Cost
Initiating
(Prerequisites
1 July 3 -July
14,2023
• AllHere Responsibilities $1,009,297.14
0 Send Welcome Email with Statement of Work
befo1·e Planning) 0 Identify IAP Project Tearn
0 Project Manager
0 Implementation Specialist(s)
Send Customer access to the following:
0
. Project Plan
. Configuration Survey
Planning 1 July3 -July • AllHere Responsibilities

19,2023 0 Schedule and conduct a kick-off meeting
0 Explain the implementation process
0 Provide introduction to the Design Configuration
resources
0 Schedule the IAP implementation and training
resources based on project timeline
0 Update the Project Plan to include implementation
timing, stakeholder group feedback, and resources
Schedule regular Status Calls as needed
0
. Design Workshop - approximately 2-
hour session
. Design Feedback - approximately 4-10
hours
. The Design Review is completed, and
customer signs off on IAP design for
initial launch
Authentication 1 July 10 - As pru1 of these Services, AllHere will assist the customer to $197,901.40
Services July 21, configure Single Sign On (SSO) for the IAP Tool under the scope of
2023 this statement of work.

Agreement #440001141 7 62
LAUSD PRA - 69
0 Configure SSO to enable user authentication and

authorization
0 Identify and enable the Identity Provider (IDP) for
setting up of SSO
0 Test the setup of Authentication Services
Executing 1 July 17-

August 14,
• Design and Configuration Collection: Customer Critical $415,592.94
Responsibilities
2023 0 Complete the IAP Design and Configuration
Workshop and Survey based on information
gathered from key stakeholders.
0 Provide supporting documents as required (i.e.,
grade scales, A-G requirements, IAP categories,
standards, etc.)
0 Consult with customer stakeholders and provide
answers to follow-up questions regarding design
and configuration elements.
0 Import data from designated LAUSD system(s)
into IAP.
• System Settings:
0 AllHere Configures Critical IAP Settings: IAP
Communication and Nudge Content/Campaigns,
Subscriber List Management, Opt-In Management,
Drip Campaigns, AIB Testing, Personalization,
Analytics and Reporting, IAP Resource Ecosystem
Development, Compliance and Consent
Management
0 AllHere Configures District Settings and
.
Application Elements:
Geo Mapping for resources
0 AllHere Configures School Settings
• First Login and Overview of
Configuration - approximately
I-hour session
Data Integration 1 July 13 -

July 28,
• AllHere will provide a secure platfonn for secure file $ 138,530.98
transfers
2023
• AllHere Reviews and Imports Customer Provided Files
0 During IAP Tool Implementation, AllHere will
work with the customer on the initial data items, as
reviewed/approved by the District
0 Data Validation - Data is impo1ted into the IAP,
AllHere will provide documentation and best
practice for validating data in the IAP using
repo1ting and visual methods. The customer will
have the final responsibility for the validation and
confirmation of the accuracy of their data.

Agreement #440001141 7 63
LAUSD PRA - 70
0 Validate data in the IAP and obtain conc1mence

from key district stakeholders.
• Data Validation Overview-
approximately 1 hour
Alert and Escalation

Set-Up
1 July 17-
July 28,
• AllHere Implementation Responsibilities $19,790.14
0 Conduct an alerts and escalations meeting
2023 0 Make best practice re.cornmendations on alerts and
escalations
0 Provide an overview of alerts and escalations
permission functionality
0 Review how to manage alerts and escalations
categories, topics, and roles
0 Review alerts and escalations rule status
Review fallback behavior for IAP Tool
0
. Align administrative staff to the role
utilizing best practice alerts and
escalations recommendations and
documentation
Skill Practice Set-Up 1 July 17- • AllHere Implementation Responsibilities $19,790.14

July 28, 0 Conduct a skill practice meeting
2023 0 Make best practice recommendations on skill
practice
0 Provide an overview of skill practice functionality
Review how to manage topical mapping
0
. Align administrative staff to the role
utilizing best practice alerts and
escalations recornmendations and
documentation
Beta Testing 1 July 31 - • Overview Working with Students $59,370.42

August 11, • Overview Working with F amities
2023
• Running Initial System and Reports Overview
• Initial utilization report development including, but not
limited to, single distinct user reports, daily usage reports,
feature accessibility and usage reports
• AllHere Implementation Responsibilities:
0 IAP Tool delivered - and is made available to
District ADMINISTRATION for testing and
review
0 Product training and initial professional
development delivered onsite
0 Initial IAP delivered on July 31 in advance of
Augustust 4th preview to LAUSD broader
community

Agreement #440001141 7 64
LAUSD PRA - 71
Initial Closing 1 July 31- • Overview Working with Students $59,370.42

August 11,
2023
• Overview Working with F amities
• Running System and Reports Overview
• Overview of the following:
0 Communications
0 Logs
0 Tests
0 Skill Practice
• AllHere Implementation Responsibilities:
0 Iterate IAP Tool based on feedback from customer
0 Review and track project deliverables
0 Introduce customer to suppo1t contact methods
0 Provide final project sign off to customer
IAP Mobile iOS and

Android App
July
13-
1 • Mobile iOS and Android App Versions of the IAP are
delivered
$59,370.42
Development Oct 14
Optimization and
Maintenance
Bi -
Annua
Year 2 • Optimization of IAP Collllllunication and Nudge
Content/Campaigns, Subscriber List Management, Opt-In
$504,648.57
Ily Management, Drip Campaigns, A/B Testing, (2 X

$504,648.57)
Personalization, Analytics and Repo1ting, Compliance and
Consent Management
• Follow-up professional development delivered onsite and
via webinars, as requested
• Monthly progress reports provided to administrators
• Monthly reports submitted to District ADMINISTRATION
on progress
• Monthly progress repo1ts provided to administrators - IAP
Tool training, continuous iteration, recommendations and
services delivered
• Continuously monitor IAP usage and consult with customer
on optimization, and exe.cute requested modifications
• Contractor will provide Monthly Security Scan and
Vulnerabilities report
0 # Of critical vulnerabilities
0 # Of resolved vulnerabilities
0 Avg days to mitigate vulnerabilities
• Provide Security monitoring tools and support
0 Penetration tests
0 Cyber-attack
0 Antivims control
0 Data encryption
0 Traffic filtering
0 Intrusion detection
0 Misconfigurations
0 Data loss
0 API Vulnerabilities
0 Malware

Agreement #440001141 7 65
LAUSD PRA - 72
• Upon request, ingest additional data fields to broaden and

refine resource recommendations
• As requested, develop, enable, and refine staff and
stakeholder group user scenarios and refinements
• Enhance existing student and guardian scenarios in web and
mobile app IAP tools based on continued user feedback and
usage metrics
• Continuously monitor and optimize capacity to account for
annual and seasonal changes in usage traffic pattems, data
storage, messaging and AI computing
Optimization and
Maintenance
Bi-
Annua
Year3 • Optimization ofIAP Communication and Nudge
$98,950.70
Ily Management, Drip Campaigns, A/B Testing, (2 X

$98,950.70)
Personalization, Analytics and Reporting, Compliance and
Consent Management
• Monthly repo11s submitted to District ADMINISTRATION
on progress
• Monthly progress reports provided to adtninistrators - IAP
services delivered
on optimization, and execute requested modifications
Vulnerabilities repo11
• Provide Security monitoring tools and support
0 Penetration tests
0 Cyber-attack
0 Antivirns control
0 Data encryption
0 Traffic filtering
0 Misconfigurations
0 Data loss
0 Malware
• Develop, enable, and refine staff and stakeholder group user
scenarios and refinements
usage metrics

Agreement #4400011417 66
LAUSD PRA - 73

annual and seasonal changes in usage traffic patterns, data
Optimization and
Maintenance
Bi -
Annua
$207,796.47
Uy (2 X
Management, Drip Campaigns, AIB Testing,
$207,796.47)
Consent Management
on progress
services delivered
• Provide Security monitoring tools and suppo1t
0 Penetration tests
0 Cyber-attack
0 Antivims control
0 Data encryption
0 Traffic filtering
0 Misconfigurations
0 Data loss
0 Malware
usage metrics
Optimization and
Maintenance
Bi -
Annua
$69,265.49
Uy Management, Drip Campaigns, AIB Testing, (2 X

$69,265.49)
Consent Management

Agreement #4400011417 67
LAU SD PRA - 74

on progress
services delivered
o # Of critical vulnerabilities
o # Of resolved vulnerabilities
o Avg days to mitigate vulnerabilities
• Provide Security monitoring tools and suppo1t
0 Penetration tests
0 Cyber-attack
0 Antivims control
0 Data encryption
0 Traffic filtering
0 Misconfigurations
0 Data loss
o Malware
usage metrics
storage, messaging and Al computing
End of Pricing Schedule

Agreement #4400011417 68
LAUSD PRA - 75
- l l I -
LAUSD Ethics Office Ask Ethics: (213) 241-3330 https://achieve.lausd.net/ethics
Building Trust
Inside and Out
LOS ANGELES UNIFIED SCHOOL DISTRICT

Contractor Code of Conduct
Adopted: 12/00; Revised: 11/02, 11/06
Preamble
Los Angeles Unified School District's Contractor Code of Conduct was adopted to enhance public trust and confidence in
the integrity of LAUSD's decision-making process. This Code is premised on three concepts:
• Ethical and responsible use of scarce public tax dollars is a critical underpinning of effective government
• Contracting integrity and quality of service are the shared responsibilities of LAUSD and our Contractors
• Proactive and transparent management of potential ethics concerns improves public confidence
This Code sets forth the ethical standards and requirements that all Contractors and their Representatives shall
adhere to in their dealings with or on behalf of LAUSD. Failure to meet these standards could result in sanctions
including, but not limited to, voidance of current or future contracts.
1. Contractors
All LAUSD Contractors and their Representatives are expected to conduct any and all business affiliated with LAUSD in
an ethical and responsible manner that fosters integrity and public confidence. A "Contractor'' is any individual,
organization, corporation, sole proprietorship, partnership, nonprofit, joint venture, association, or any combination thereof
that is pursuing or conducting business with and/or on behalf of LAUSD, including, without limitation, consultants,
suppliers, manufacturers, and any other vendors, bidders or proposers. A Contractor's "Representative" is also broadly
defined to include any subcontractors, employees, agents, or anyone else who acts on a Contractor's behalf.
2. Mission Support
LAUSD relies on Contractors and their Representatives to support our LAUSD mission statement of "educating students
to a higher level of achievement that will enable them to be responsible individuals and productive members of the greater
society. " Contractors and their Representatives must provide high-value products, services and expertise which advance
LAUSD's mission or provide mission-related benefits that support our goals for the students, employees, stakeholders,
and the communities we serve.
3. Ethical Responsibilities
All LAUSD contracts must be developed and maintained within an ethical framework. LAUSD seeks to promote public
trust and confidence in our contracting relationships and we expect every individual, regardless of position or level of
responsibility, who is associated with an LAUSD procurement process or contract, to comm it to exemplifying high
standards of conduct in all phases of any relationship with LAUSD.
Given that the business practices and actions of Contractors and their Representatives may impact or reflect upon
LAUSD, strict observance with the standards in this Code, all applicable local, state and federal laws, and any other
governing LAUSD policies or agreements is not only a minimum requirement for all Contractors and their
Representatives, but an ethical obligation as well.
In addition to any specific obligations under a Contractor's agreement with LAUSD, all Contractors and their
Representatives shall comply with the following requirements:
A. Demonstrate Honesty and Integrity- Contractors shall adhere to the highest standards of honesty and integrity in all
their dealings with and/or on behalf of LAUSD. As a general rule, Contractors must exercise caution and avoid even
the appearance of impropriety or misrepresentation. All communications, proposals, business information, time
records, and any other financial transactions must be provided truthfully, accurately, and completely.
B. Be a Responsible Bidder - Contractors shall demonstrate a record of integrity and business ethics in accordance with
all policies, procedures, and requirements established by LAUSD.
(1) Critical Factors - In considering a Contractor's record of integrity and business ethics, LAUSD may consider
factors including, but not limited to: criminal investigations, indictments, inj unctions, fines, convictions,
administrative agreements, suspensions or debarments imposed by other governmental agencies, tax
LAUSD PRA - 76
DocuSign Envelope ID: 51A7FB3E-EFFC4EE9-9EAD-D30B930E6ME
Los Angeles Unified School District Contractor Code of Conduct
delinquencies, settlements, financial solvency, past performance, prior determinations of failure to meet integrity-
related responsibilities, and violations by the Contractor and its Representatives of any LAUSD policies and
Codes in prior procurements and contracts. LAUSD reserves the right to reject any bid, proposal and contract,
and to impose other sanctions against Contractors who fail to comply with our district policies and requirements,
or who violate the prohibitions set forth below in Section 6, Prohibited Activities.
C. Maintain the Cone of Silence - Contractors shall maintain a Cone of Silence during required times of the contracting
process to ensure that the process is shielded from even the appearance of undue influence. Contractors and their
Representatives risk disqualification from consideration and/or other penalties outlined in Section 8, Enforcement
Provisions, if they engage in prohibited communication during the restricted period(s).
(1) Competitive Contracting Process - To ensure a level playing field with an open and uniform competitive
contracting process, Contractors and their Representatives must maintain a Cone of Silence from the time when
an Invitation for Bid (IFB), Request for Proposal (RFP), Request for Interest and Bid (RFIB), Request for Quote,
Request for Qualification, or any other solicitation release is announced until the time a contract award
recommendation is made public by the Board Secretariat's posting of the board report for the contract to be
approved. During the time under the Cone of Silence, Contractors and their Representatives are prohibited from
making any contact on any part of a proposal, negotiation or contract with any LAU SD official as this could appear
to be an attempt to curry favor or influence. An "LAU SD official" is broadly defined to include "any board member,
employee, consultant or advisory member of LAUSD" who is involved in making recommendations or decisions
for LAUSD.
Schematic of LAUSD's Competitive Contracting Process (Illustrative Only)
; ConeofS1lence ' -
1. 2. 3. 4. 5. 6. 7. 8. 9. 10.
Solicitation Solicitation Pfei)roposal Proposal Evaluation Negotiations Notice of Protest Public Posting of Boarel Approval
Annol.flcement Release Conference Due Date of Proposals Intent to Review" Boarel Report on or Ratification
Award Contract to be of Contract
Approveel
Contracting Process
~ Lobbying in this period may require registration and disclosure in LAUSD's Lobbying Disc/osure Program, if the triggers are met.
• Note: Protests can sometimes extenel past tile contract approval process
(a) Prohibited Communication - Examples of prohibited communication by Contractors and their

Representatives under the Cone of Silence include, but are not limited to:
(i) contact of LAU SD Officials, including members of the department initiating a contract, or members who
will serve on an evaluation team for any contract information that is not uniformly available to all other
bidders, proposers or contractors;
(ii) contact of LAU SD Officials, including Board Members and their staff, to lobby on any aspect relating to a
contract matter under consideration , negotiation, protest or dispute;
(iii) contact of LAU SD Officials in the particular department requesting a competitive contract to discuss other
business or partnership opportunities.
(b) Exceptions - The following are exceptions to the Cone of Silence:
(i) open and uniform communications which are made as part of the procurement process such as the pre-
bid or pre-proposal meetings or other exchanges of information which are given to all proposers;
(ii) interviews or presentations to evaluation committee members which are part of the procurement process;
(iii) clarification requests made in writing, under the terms expressly allowed for in an LAU SD contracting
document, to the appropriate designated contract official(s);
(iv) negotiations with LAUSD's designated negotiation team members;
(v) protests which follow the process outlined by LAUSD's protest policies and procedures; and
(vi) requests for technical assistance approved by LAUSD contract officials (for example questions relating to
LAUSD's Small Business Enterprise Program , or requests for formal guidance on ethics matters from the
Ethics Office).
(2) Non-Competitive Contracting Process - To ensure the integrity of the non-competitive contracting process,
Contractors and their Representatives must maintain a Cone of Silence from the time when a proposal is
submitted to LAU SD until the time the contract is fully executed. During this designated time, Contractors and
their Representatives are prohibited from making any contact with LAU SD officials on any of the terms of the
contract under consideration as this could appear to be an attempt to curry improper favor or influence. The only
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LAUSD PRA - 77
exceptions to this Cone of Silence are clarification requests made with the Contract Sponsor or the appropriate
designated contract official(s) in the Procurement Services Group or Facilities Contracts Branch.
Examples of Maintaining the Cone of Silence
(3) Mai Vien Dais the CEO of a firm that wants to do business with LAU SD. She is at a party when she sees the
head of the LAU SD division that has just issued an RFP that her company is interested in bidding on.
Mai can say "hello," but she must not discuss her proposal or the contracting process at all with the division head.
(4 ) Mai is also interested in having her sales team meet with LAU SD officials district-wide to promote her firm 's
services, so that they can sell work on smaller projects that do not need to be competitively bid.
Mai and her employees may attempt to meet with district officials to discuss potential services outside of a
competitive process, but she needs to recognize that her marketing activities may require her to register her firm
and her employees in LAUSD's Lobbying Disclosure Program. (See Section 5, Disclosure Obligations).
D. Manage Potential Conflicts - Contractors shall disclose all potential or actual conflicts to LAU SD on an ongoing basis
with a Meaningful Conflict Disclosure. A "Meaningful Conflict Disclosure" is a written statement to LAUSD which lays
out full, accurate, timely, and understandable information w ith regard to any potential conflicts involving Contractors
and their work for LAUSD. The specific requirements for a Meaningful Conflict Disclosure are set forth in Section
3.0.(2) below. LAU SD relies on these proactive disclosures by Contractors to manage potential conflicts before they
become actual conflicts of interest. A potential for conflict is present whenever a situation arises which creates a real
or apparent advantage or a competing professional or personal interest for a Contractor. Such situations become
conflicts of interest, if appropriate safeguards are not put into place. Examples of potential or actual conflicts include,
but are not limited to situations when:
• a financial relationship (income, stocks, ownership, investments, loans, excessive gifts, etc.) or close personal
relationship exists or has existed between a Contractor or its Representatives and a LAUSD official;
• a financial or close personal relationship exists between any officers, directors or key employees of a
Contractor or its Representatives and a LAUSD official ;
• a prior, current or potential employment relationship exists between a Contractor or its Representatives and a
current or former LAUSD official ;
• an overlap exists between work that a Contractor or its Representative performs or has performed for LAUSD
and work he or she w ill perform on behalf of another client; or
• an opportunity arises in which a Contractor or its Representative can make a governmental decision within
the scope of LAU SD contractual duties that impacts his or her personal financial interests or relationships,
Contractors and their Representatives have a continuing obligation to advise LAUSD proactively of any potential
conflicts which may arise relating to a contract.
(1) State Conflict Standards - LAUSD is generally prohibited by California 's Political Reform Act (Government Code
Section 87100 ) and Government Code Section 1090 from contracting with Contractors if the Contractors, their
Representatives, their officers, or any household member of the preceding serve LAU SD in any way in
developing, awarding, or otherwise participating in the making of the same contract.
California law also governs situations in which there has been a financial interest between a Contractor and a
public official within a 12-month w indow leading up to a governmental decision. It does not matter whether the
impact of an existing relationship is beneficial or detrimental to the interests of the Contractors, their
Representatives, or the public agency. Moreover, Government Code Section 1090 defines "making a contract"
broadly to include actions that are preliminary or preparatory to the selection of a Contractor such as but not
limited to: involvement in the reasoning, planning, and/or drafting of scopes of work, making recommendations,
soliciting bids and requests for proposals, and/or participating in preliminary discussions or negotiations.
Any contract made in violation of Section 1090 is void and cannot be enforced. When Section 1090 is violated, a
government agency is not obligated to pay the Contractor for any goods or services received under the void
contract. In fact, the agency can also seek repayment from the Contractor of any amounts already paid and the
agency can refer the matter to the appropriate authorities for prosecution.
(2) Meaningful Conflict Disclosure - Contractors shall provide a meaningful disclosure of all potential and actual
conflicts in a written statement to the LAU SD Contract Sponsor, the Ethics Office and the contracting contact from
the Procurement Services Group/or the Facilities Contracts Branch. This disclosure requirement is a continuing
duty on all Contractors. At a minimum , a Meaningful Conflict Disclosure must identify the following:
(a) names and positions of all relevant individuals or entities;
(b) nature of the potential conflict, including specific information about the financial interest or relationship; and
(c) a description of the suggested remedy or safeguard for the conflict.
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LAUSD PRA - 78
DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-D308930E6AAE
(3) Resolution of Conflicts - When necessary, LAUSD will advise Contractors on how a disclosed conflict should be
managed, mitigated or eliminated. The Contract Sponsor, in consultation with the Procurement Services
Group/Facilities Contracts Branch, the Ethics Office, and the Office of the General Counsel, shall determine
necessary actions to resolve any of the Contractors' disclosed conflict(s). When it is determined that a conflict
must be addressed, a written notification w ill be made to the Contractor, indicating the actions that the Contractor
and LAU SD will need to take to resolve the conflict.
Examples of Managing Potential Conflicts
(4) Rhoda Warrior is a consultant from Global Consulting Firm. She has been assigned by her firm to do work for a
particular LAUSD department. Although she does not directly work with him, her husband, Antonio, is one of the
senior officials in that department.
Global Consulting must disclose this potential problem via a Meaningful Conflict Disclosure to LAUSD.
Depending on the exact nature of her work within that department, Global Consulting and the LAUSD Contract
Sponsor may need to take steps to safeguard Rhoda 's work from any actual conflict of interest.
(5) Amartya Singh is a HR consultant from the Tip Top Talent Agency whose firm is providing temporary support to
help LAUSD improve its recruitment efforts. Amartya is himself serving as acting deputy director for the HR
division, and in that capacity has been asked to review and approve all bills for the department. In doing his work,
Amartya comes across a bill for the Tip Top Talent Agency which requires approval.
Tip Top Talent Agency must disclose the conflict and work with LAUSD to ensure that someone more senior or
external to Amarty's chain-of-command is the one that reviews, evaluates, or approves bills relating to Tip Top
Talent Agency. Even if Amartya decides to quit Tip Top Talent to join LAUSD, he cannot be involved with matters
relating to Tip Top Talent until 12 months have passed from the date he received his last payment from the firm.
(6) Greta Planner is a technology consultant that has been hired to design all the specifications for a group of new
technology labs. One of the services that Greta w ill be specifying is an automated wireless projection system. As
it turns out, Greta owns direct stock in a firm that manufactures these types of projection systems.
Greta's direct stock ownership constitutes a financial interest in that company. She must disclose the potential
conflict right away in writing to the LAUSD Contract Sponsor, so that the appropriate safeguards can be put in
place to prevent any actual conflict.
E. Provide Contracting Excellence - Contractors are expected to deliver high quality, innovative and cost-effective goods
and services to LAUSD, so that the public is served with the best value for its dollars.
F. Promote Ethics Standards - Contractors shall be responsible for ensuring that their Representatives, regardless of
position, understand and comply with the duties and requirements outlined in this Code and to ensure that their
behavior, decisions, and actions demonstrate the letter and spirit of this Code. Contractors may draw upon the
resources provided by LAUSD, including but not limited to those made available by the Ethics Office, the
Procurement Services Group, and the Facilities Contracts Branch. Such training resources and additional
information about LAUSD policies can be found on LAUSD's website (https://achieve.lausd.net).
G. Seek Advice - Contractors are expected and encouraged to ask questions and seek formal guidance regarding this
Code or other aspects of responsible business conduct from the LAU SD Ethics Office whenever there is a doubt
about how to proceed in an ethical manner. A Contractor's proactive management of potential ethics concerns is
necessary and vital since this Code does not seek to address or anticipate all the issues that may arise in the course
of seeking or doing business with LAUSD.
Example of Seeking Advice
(1) Abe lznismann is President of Accelerated Sciences, a new company that makes supplemental teaching tools in
the sciences. Over the summer, Abe hired Grace Principle, a seasoned LAUSD administrator who now works in
teacher recruitment, to consult w ith Accelerated Sciences in developing a cutting-edge learning tool. Originally,
the company planned to sell the products only to schools in other states, but now it wants to sell the products in
California and possibly to LAUSD. Abe wants to work with Grace to develop a win-w in strategy for offering the
new tools to LAU SD at a discount.
Accelerated Sciences needs to be very careful to ensure that Grace is not involved in any aspect relating to
selling the product to LAUSD, especially since Grace has a financial interest with the firm. Remember, under
California law, the mere existence of a financial interest creates a concern that will cause the good faith of any
acts to be questioned, no matter how conscientious the individuals. Before undertaking any effort to sell to
LAUSD, Abe or another manager at Accelerated Sciences should seek out advice on other safeguarding
measures to ensure that their good intentions do not inadvertently create a bad outcome for the firm or Grace.
4
LAUSD PRA - 79
4. Relationship Management
LAUSD expects Contractors and their Representatives to ensure that their business dealings with and/or on behalf of
LAUSD are conducted in a manner that is above reproach.
A. Employ Good Practices - Contractors and their Representatives shall conduct their employment and business
practices in full compliance with a// applicable laws, regulations and LAU SD policies, including but not limited to the
following:
(1) Equal Employment Opportunity- Contractors shall ensure that there is no discrimination in hiring due to race,
color, religious creed, national origin, ancestry, marital status, gender, sexual orientation, age, or disability.
(2) Health and Safety - Contractors shall provide a safe and healthy work environment and fully comply with all
applicable safety and health laws, regulations, and practices.
(3) Drug Free Environment- Contractors shall ensure that there is no manufacture, sale, distribution, possession or
use of illegal drugs or alcohol on LAUSD-owned or leased property.
(4) No Harassment - Contractors shall not engage in any sexual or other harassment, physical or verbal abuse, or
any other form of intimidation.
(5) Sweat-Free Conditions - Contractors shall ensure that no child and/or forced or indentured labor is used in their
supply chain. Contractors shall require that all goods provided to LAU SD are made in compliance with the
governing health, safety and labor laws of the countries of origin. Additionally, Contractors shall ensure that
workers are free from undue risk of physical harm or exploitation and receive a non-poverty wage.
B. Use Resources Responsibly- Contractors and their Representatives shall use LAUSD assets for LAUSD business-
related purposes only unless given written permission for a specific exception by an authorized LAUSD official.
LAUSD assets include: time, property, supplies, services, consumables, equipment, technology, intellectual property,
and information.
C. Protect Confidentiality - Contractors and their Representatives shall protect and maintain confidentiality of the work
and services they provide to LAUSD. All communications and information obtained in the course of seeking or
performing work for LAUSD should be considered confidential. No confidential information relating to LAUSD should
ever be disclosed without express authorization by LAUSD in writing, unless otherwise legally mandated.
D. Guard the LAUSD Affiliation - Contractors and their Representatives shall be cautious of how they portray
their relationship with LAUSD to the Public. Communications on behalf of LAUSD can only be made when
there is express written permission by an LAUSD official authorized by LAUSD's Office of General Counsel.
(1) LAUSD Name and Marks - Contractors shall ensure that all statements, illustrations or other materials
using or referencing LAUSD or its marks and logos-including the names and logos of any of our sub-
divisions, and/or any logos created by and for LAUSD-receive advance review and written approval of
the relevant LAUSD division head prior to release or use.
(2) Commercial or Advertising Message - Contractors shall ensure that no commercial or advertising
message, or any other endorsements-express or implied-are suggested or incorporated in any
products, services, enterprises or materials developed for/or relating to LAUSD unless given written
permission to do otherwise by LAUSD's Board of Education.
E. Respect Gift Limits - Contractors and their Representatives shall abide by LAUSD's gift limits and use good
j udgment, discretion and moderation when offering gifts, meals or entertainment or other business courtesies
to LAUSD officials, so that they do not place LAUSD officials in conflict with any specific gift restrictions:
(1) No Contractor or their Representative shall offer, give, or promise to offer or give, directly or indirectly, any
money, gift or gratuity to any LAU SD procurement official at any time.
(2) No Contractor or their Representative shall offer or give, directly or indirectly, any gifts in a calendar year to an
LAUSD Official which exceed LAUSD's allowable gift limit.
Example of Respecting Gift Limits
(3) It's the holidays and Sue Tienda , a Contractor, wants to take a few LAUSD officials out to lunch and to provide
them with gift baskets as a token of thanks for the work they have done together.
Assuming Sue is not attempting to take out any procurement officials (since they observe a zero tolerance policy
on gifts), Sue needs to respect the Board-established gift limit for LAUSD officials. Sue should also be aware that
giving a gift totaling over $50 in a year to LAUSD officials will create a reporting responsibility for the officials, if
5
LAUSD PRA - 80
they are designated Form 700 Statement of Economic Interest filers. Additionally, if there is a procurement
underway involving Sue or her firm, she should not give gifts to the LA USO officials who are part of the evaluation
process until the contract is awarded. Finally, Sue may a/so want to keep in mind that a nice personalized thank-
you note can pack quite a punch!
Anyone doing business with LAUSD shall be charged with full knowledge that LAUSD's contracting decisions are
made based on quality, service, and value. LAUSD does not seek any improper influence through gifts or courtesies.
F. Observe Cooling Periods - Contractors and their Representatives shall observe and maintain the integrity of
LAUSD's Cooling Periods. A "Cooling Period" is a mechanism used by public agencies and private organizations
across the country to ensure that no unfair competitive advantage is extended due to the hiring of current or former
employees. Allowing for some time to pass before a former official works on matters related to their prior agency or a
new official works on matters related to their prior employer helps to mitigate concerns about the appearance of a
"revolving door" where public offices are sometimes seen to be used for personal or private gain.
Contractors shall certify that they are upholding LAUSD's revolving door provisions as part of the contracting process.
In their certification, Contractors shall detail the internal firewalls that have been put in place to preserve LAUSD's
cooling periods. As with other public agencies, LAUSD observes three key types of cooling periods for safeguarding
the critical transitions between public service and private industry:
Figure 2- Schematic of LA USO Cooling Periods (Illustrative Only)
Cease LAUSD Government to Lobbying Restriction

Employment
rl·S'l4i,i,,14,ilt:1tmtmti!l;CfflffGit·i, -WP'~~l~l~A
■-------t-------- Year(1)0ne Year(2)Tv.o
►
Begin LAUSD
Industry to Government Restriction
Employment
~ Varies depending on prior LAUSD contracting
(1) Government to Lobbying Restriction (One-Year Cooling Period)- LAUSD will not contract with any entity that
compensates a former LAUSD official who lobbies LAUSD before a one (1) year period has elapsed from that
official's last date of employment
Example of Lobbying Restriction
Ace Impact Group wants to hire Joe Knowsfolks, a former LAUSD official, to help the company cultivate new
business opportunities with LAUSD and arrange meetings with key LAUSD officials.
To avoid the possibility of unfair advantage or improper influence, Ace Impact Group is prohibited from
utilizing Joe to contact anyone at LAUSD on their behalf until at least one year has passed from Joe's last
date of employment. Joe may help Ace lobby other public entities, but Joe cannot communicate with anyone
at LAUSD, either in person or in writing, on behalf of his new company.
(2) Government to Industry Restriction

(a) Insider Advantage Restriction (One-Year Cooling Period)- LAUSD will not contract with any entity that
compensates any current or former LAUSD official to work on a matter with LAUSD, if that official, within the
preceding 12 months, held a LAUSD position in which they personally and substantially participated in that
matter.
Example of Insider Advantage Restriction
Risky Business is a small boutique firm that helps public agencies, including LAU SD , develop strategies for
managing and overcoming their unfunded liability. Risky Business wants to extend an offer of employment to
Nooriya, a LAUSD official, whose previous responsibilities included advising LAUSD's Board and
management on the issue of the district's unfunded liability.
As part of its certification, Risky Business needs to identify what safeguards it will have in place to ensure that
Nooriya's work for them does not include matters relating to her prior LAUSD responsibilities for at least one
year from when she left her LA USO job. Given that "matters" include broad policy decisions, the general rule
of thumb for avoiding any insider advantage is to have former LAUSD officials steer clear of LAUSD work for
a year.
6
LAUSD PRA - 81
(b) Contract Benefit Restriction (Two-Year Cooling Period) - LAU SD will not contract w ith any entity that employs
any current or former LAUSD official who within the preceding two (2) years, substantially participated in the
development of the contract's RFP requirements, specifications or any part of the contract's procurement
process, if the official w ill perform any services for the Contractor relating to LAU SD on that contract.
Example of Contracting Benefit Restriction
Technology Advances has just won a big contract w ith LAUSD and is looking for talent to help support the
company's growing work load. The firm wishes to hire some LAUSD employees: Aisha, a LAUSD technology
official, her deputy Raj who was the individual who oversaw LAUSD's contracting process with Technology
Advances, and Linda, an engineer who was on the evaluation committee that selected Technology Advances.
If Technology Advances hires any of these individuals, none may perform any work for the firm relating to this
LAUSD work until two years have elapsed from the date that the contract was fully executed. This case is a
good example of how the cooling period seeks to ensure that there is no benefit resulting from a public
official's awarding of a contract. All of the LAUSD employees in this example would be considered to have
substantially participated in the contract - Raj due to his direct work, Linda due to her role evaluating the bid
proposals, and Aisha due to the fact that supervising both employees is a part of her official responsibility.
Technology Advances should consider the implications before hiring individuals involved with their LAUSD
contracting process.
(3) Industry to Government Restriction (One-Year Cooling Period) - In accordance with California law, Contractors
and/or their Representatives who act in the capacity of LAUSD officials shall be disqualified from making any
governmental decisions relating to a personal financial interest until a 12-month period has elapsed from the time
the interest has been disposed or severed.
Example of Industry to Government Restriction
Sergei Konsultantov is an outside contractor that has been hired to manage a major reorganization project for
LAUSD. Sergei is on the Board of Directors for several companies who do business with LAU SD.
Sergei must not participate in any governmental decisions for LAUSD relating to any private organization for
whom he has served as an employee, officer, or director, even in an unpaid capacity, if less than 12 months
has passed since he held such a status. Sergei should contact the Ethics Office before starting his work to
put a formal disqualification into effect and to seek out any other ethical safeguards he should have in place.
(4) In rare and unusual circumstances, LAUSD's General Superintendent or his/her designee upon a showing of
good cause may waive the Insider Advantage Restriction in writing w ith notification to the Board of Education,
prior to approving a contract or its amendment.
G. Safeguard Prospective Employment Discussions - Contractors and their Representatives shall safeguard any
prospective employment discussions with current LAUSD officials, especially when the official is one who may
participate "personally and substantially" in a matter relating to the Contractor.
Example of Safeguarding an Employment Offer
(1) Audit Everything , a firm that does work for LAUSD, has been really impressed by Thora Revue, an audit manager
that oversees some of their audits. Audit Everything is interested in having Thora work for their firm.
Before Audit Everything begins any prospective discussions with Thora, they should let her supervisor know of
their interest and ask what safeguards need to be put in place. For example, if Thora does not outright reject the
idea and is instead interested in entertaining the offer, she and her manager will have to work with the Ethics
Office to put into effect a disqualification from any further involvement relating to the Contractor before any actual
employment discussions are allowed to proceed. Any Contractor who engages in employment discussions with
LAUSD officials before a disqualification has been completed is subject to the penalties outlined in this Code.
H. Conduct Political Activities Privately- Contractors and their Representatives shall only engage in political support and
activities in their own personal and voluntary capacity, on their own time, and with their own resources.
I. Make Philanthropy Voluntary- Contractors and their Representatives shall only engage in philanthropic activities
relating to LAU SD on their own time and with their own resources. LAUSD views philanthropic support as a strictly
voluntary opportunity for Contractors to demonstrate social responsibility and good citizenship. No expressions of
support should be construed to have a bearing on current or future contracts with LAU SD. And no current or potential
contracting relationship w ith LAUSD to provide goods or services is contingent upon any philanthropic support from
7
LAUSD PRA - 82
Contractors and their Representatives, unless otherwise designated as part of a bid or proposal requirement in an
open, competitive contracting process to solicit a specific type of support.
(1) Guidelines for Making a Gift to a Public Agency- Contractors who wish to provide philanthropic support to
LAU SD shall abide by the ethical and procedural policies and requirements established by LAUSD which build
upon the "Gifts to an Agency" requirements established in California's Code of Regulations Section 18944.2. For
outside entities to make a gift or payment to LAUSD in a manner that maintains public integrity, the following
minimum requirements must be met:
(a) LAUSD must receive and control the payment;
(b) LAUSD must use the payment for official agency business;
(c) LAUSD, in its sole discretion, must determine the specific official or officials who shall use the payment. The
donor may identify a specific purpose for the agency's use of the payment, so long as the donor does not
designate the specific official or officials who may use the payment; and
(d) LAUSD must have the payment memorialized in a written public record which embodies the requirements of
the above provisions and which:
Identifies the donor and the official, officials, or class of officials receiving or using the payment;
Describes the official agency use and the nature and amount of the payment;
Is filed with the agency official who maintains the records of the agency's Statements of Economic
Interests (i.e. the Ethics Office); and
Is filed as soon as possible, but no later than 30 days of receipt of the payment by LAUSD.
5. Disclosure Obligations
LAUSD expects Contractors and their Representatives to satisfy the following public disclosure obligations:
A. Identify Current and Former LAUSD Officials - To ensure against conflict or improper influence resulting from
employment of current or former LAUSD employees, Contractors and their Representatives shall disclose any of their
employees, subcontractors or consultants who w ithin the last three years have been or are employees of LAUSD.
The disclosure will be in accordance with LAUSD guidelines and will include at a minimum the name of the former
LAU SD employee(s), a list of the LAUSD positions the person held in the last three years, and the dates the person
held those positions. Public agencies that provide contract services are not subject to this requirement.
(1) In rare and unusual circumstances, LAUSD's General Superintendent or his/her designee upon a showing of
good cause may waive this disclosure requirement in writing with notification to the Board of Education, prior to
approving a contract or its amendment.
B. Be Transparent about Lobbying - Contractors and their Representatives shall abide by LAUSD's Lobbying Disclosure
Code and register and fulfill the associated requirements, if they meet the trigger(s). LAUSD's lobbying policy seeks
to enhance public trust and confidence in the integrity of LAUSD's decision-making process by providing transparency
via a public record of the lobbying activities conducted by individuals and organizations. A "lobbying activity" is
defined as any action taken w ith the principal purpose of supporting, promoting, influencing, modifying, opposing,
delaying or advancing any rule, resolution, policy, program, contract, award , decision, or other proposal under
consideration by LAUSD officials.
For further information on LAUSD's lobbying policy, Contractors and their Representatives shall review the resource
materials available on the Ethics Office website (https://achieve.lausd.net/ethics). Failure to comply with LAUSD's
Lobbying Disclosure Code can result in fines and sanctions including debarment from contracting with LAU SD.
C. Fulfill the State-Mandated Statement of Economic Interests ("Form 700'? Filing Requirement - Contractors and their
Representatives shall abide by the financial disclosure requirements of California's Political Reform Act (Gov. Code
Section 81000-91015). Under the Act, individual Contractors and their Representatives may be required to disclose
economic interests that could be foreseeably affected by the exercise of their public duties in a disclosure filing called
the Statement of Economic Interests or Form 700. A Form 700 serves as a tool for aiding public officials at all levels
of government to ensure that they do not make or participate in making, any governmental decisions in which they
have an interest.
(1) Applicability - Under the law, individual Contractors and their Representatives are considered public officials and
need to file a Form 700 as "consultants", if the services they are contracted to provide fit the triggers identified by
the Political Reform Act. Meeting either of the test triggers below requires a Contractor's Representative(s) to file
a Form 700:
(a) Individual Makes Governmental Decisions - Filing is required if an individual is involved in activities or
decision-making such as: obligating LAU SD to any course of action; authorizing LAUSD to enter into, modify,
or renew a contract; granting approval for contracts, plans, designs, reports, studies or other items; adopting
8
LAUSD PRA - 83
or granting approval on policies, standards or guidelines for any subdivision of LAUSD; or negotiating on
behalf of LAUSD without significant intervening review.
(b) Individual Participates in the Making of Governmental Decisions for LAU SD and Serves in Staff-like Capacity
- Filing is also required if an individual is performing duties for LAUSD on a continuous or ongoing basis
extending beyond one year such as: advising or making recommendations to LAU SD decision makers without
significant intervening review; conducting research or an investigation; preparing a report or analysis which
requires the individual to exercise their j udgment; or performing duties similar to an LAUSD staff position that
is already designated as a filer position in LAUSD's Conflict of Interest Code.
(2) Filing Timelines - Individuals who are legally required to complete a Statement of Economic Interests
form must submit a filing:
(a) upon commencement of work with LAUSD,
(b) on an ongoing basis thereafter in accordance with the April 1st annual deadline, and
(c) upon termination of work with LAUSD.
(3) Process - Contractors and their Representatives shall coordinate with their LAUSD Contract Sponsor(s) to
ensure that they meet this state mandate in the manner required by law. Form 700s must be received by the
LAU SD Ethics Office to be considered properly filed in accordance with the Political Reform Act.
(4) Disqualifications - Individuals who must file financial disclosure statements are subject to the requirements of the
Political Reform Act as is the case with any other "public official" including disqualification when they encounter
decision-making that could affect their financial interests. Contractors and their Representatives shall be
responsible for ensuring that they take the appropriate actions necessary, so as not to violate any aspect of the
Act.
Examples of Form 700 Filers and Non-Filers
(5) Maria Ley is an attorney for the firm of Legal Eagles which serves as outside counsel to LAU SD. In her capacity
as outside counsel, Maria provides ongoing legal services for LAUSD and as such participates in the making of
governmental decisions. Maria's role involves her in advising or making recommendations to government
decision-makers and also gives her the opportunity to impact decisions that could foreseeably affect her own
financial interests.
Maria would be considered a consultant under the Political Reform Act and would need to file a Form 700.
(6) The Research Institute has been hired by LAU SD to do a major three-year policy study which will help LAUSD
decide the shape and scope of a major after-school tutoring initiative, including the total funding that should be
allocated. As part of the lnstitute's work, their researchers will help LAUSD design and decide on some additional
contracts for supplemental survey research. The Institute knows that all the principal researchers on their team
will have to be Form 700 filers because their work is ongoing and will influence LAUSD's governmental decision.
However, the Institute is unsure of whether their trusty secretary, Bea Addman, would have to be a filer.
Bea does not need to file. Even though she will be housed at LAUSD for the three years and act in a staff-like
capacity, she will provide clerical support primarily and will not participate in making any governmental decisions.
(7) Bob Builder works for a construction company that will be supporting LAUSD's school-building initiative on a
continuous basis. Bob will direct activities concerning the planning and construction of various schools facilities,
coordinate land acquisition, supervise teams, set policies, and also prepare various budgets for LAUSD.
Bob meets the trigger defined under the law because as part of the services he will provide, he has the authority
to affect financial interests and commit LAUSD to government actions at his discretion. Additionally, in his role,
he will be performing essentially the same tasks as an LAUSD Facilities Project Manager which is a position that
is already designated in LAUSD's Conflict of Interest Code. Therefore, Bob is required to file a Form 700.
6. Prohibited Activities
A Contractor, its Representative(s) and all other agent(s) acting on its behalf are prohibited from engaging in the following
activities:
GENERAL PROHIBITIONS
A. Acting in a manner that would be reasonably known to create or lead to a perception of improper conduct that could
result in direct or indirect damage to LAUSD or our reputation
B. Acting with the purpose or intent of placing an LAUSD official under personal obligation to any Contractor or its
Representatives
C. Conducting business with or on behalf of LAUSD in a manner that would be reasonably known to create or lead to a
perception of self-dealing
9
LAUSD PRA - 84
D. Conducting work on behalf of another client on a matter that would be reasonably seen as in conflict with work
performed for LAUSD
E. Disclosing any proprietary or confidential information, including employee or student health information, about
LAUSD, our employees, students, or contractors to anyone not authorized by a written LAUSD re-disclosure
agreement to receive the information
F. Knowingly deceiving or attempting to deceive an LAUSD official about any fact pertaining to any pending or proposed
LAUSD decision-making
G. Making or arranging for any gift(s) or gratuities that violate LAUSD's policies, including:
(1) Providing any gifts at all to a procurement employee;
(2) Providing any gifts in excess of LAUSD's gift limit in a calendar year to any LAUSD official or to a member of
his/her household; and
(3) Providing gifts without the necessary public disclosure when disclosure is required
H. Offering any favor, gratuity, or kickback to an LAUSD official for awarding, modifying, or providing preferential
treatment relating to an LAUSD contract
I. Receiving or dispersing compensation contingent upon the defeat, enactment, or outcome of any proposed policy or
action
J. Taking any action to circumvent LAUSD 's system of controls or to provide misleading information on any documents
or records
K. Using LAUSD assets and resources for purposes which do not support LAUSD's work
L. Using LAUSD provided technology or systems to create, access, store, print, solicit or send any material that is false,
derogatory, malicious, intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive
M. Violating or counseling any person to violate any provisions of LAUSD's Contractor Code of Conduct, Lobbying
Disclosure Code, Employee Code of Ethics, and/or any other governing state or federal laws
CONTRACTING PROHIBITIONS
N. Dealing directly with an LAUSD official who is a close relative or cohabitant with a Contractor or its Representatives in
the course of negotiating a contracting agreement or performing a Contractor's obligation
(1) For the purposes of this policy, close relatives shall be defined as including spouse, sibling, parent, grandparent,
child, and grandchild. Cohabitants shall be defined as persons living together.
0. Engaging in prohibited communication with LAUSD officials during the Cone of Silence time period(s) of the
contracting process
(1 ) In a competitive contracting process, the Cone of Silence begins from the time when an Invitation for Bid (IFB),
Request for Proposal (RFP), Request for Interest and Bid (RFIB), Request for Quote, Request for Qualification, or
any other solicitation release is announced by LAUSD until the time a contract award recommendation is made
public by the Board Secretariat's posting of the board report for the contract to be approved.
(2) In a non-competitive contracting process, the Cone of Silence begins at the time when a proposal is submitted to
LAU SD until the time the contract is fully executed.
P. Employing any current or former LAUSD employee to perform any work prohibited by the "Cooling Periods" defined in
Section 4F of this Code
Q. Making or participating in the making of governmental decisions on behalf of LAUSD when a Contractor or its
Representatives has an existing financial interest that is prohibited under the law
R. Making any substitution of goods, services, or talent that does not meet contract specifications without prior approval
from LAUSD
S. Making false charges on claims for payment submitted to LAUSD in violation of the California False Claims Act, Cal.
Government Code§§ 12650-12655
T. Requesting, attempting to request, or accepting-either directly or indirectly-any protected information regarding
present or future contracts before the information is made publicly available at the same time and in the same form to
all other potential bidders
U. Submitting a bid as a proposer or sub-proposer on a particular procurement after participating in its development (e.g.
identifying the scope of work, creating solicitation documents or technical specifications, developing evaluation
criteria, and preparing contractual instruments)
10
LAUSD PRA - 85
LOBBYING PROHIBITIONS
V. Engaging in any lobbying activities without the appropriate disclosure, if the registration trigger has been met
W. Lobbying on behalf of LAUSD, if a Contractor or its Representatives is lobbying LAUSD officials.
(1) Any person or entity who receives compensation to lobby on behalf of or otherwise represent LAUSD, pursuant to
a contract or sub-contract, shall be prohibited from also lobbying LAU SD on behalf of any other person or entity
for compensation as this would be considered a conflict of interest.
7. Issues Resolution
Early identification and resolution of contracting or other ethical issues that may arise are critical to building public trust.
Whenever possible, it is advisable to initiate the issue resolution process proactively, either with the designated
contracting contact if the issue arises during the contracting process, or with the Contract Sponsor in the case of an active
contract that is being carried out. It is always appropriate to seek out the Procurement Services Group or the Facilities
Contracts Branch to resolve an issue, if another alternative is not possible. Formal disputes regarding bid solicitations or
contract awards should be raised and addressed in accordance w ith LAUSD policy where such matters will be given full,
impartial, and timely consideration.
8. Enforcement Provisions
While Contractors and their Representatives are expected to self-monitor their compliance with this Contractor Code of
Conduct, the provisions of this Code are enforceable by LAU SD. Enforcement measures can be taken by LAUSD's
Procurement Services Group or Facilities Contracts Branch in consultation with the Contract Sponsor, the Ethics Office,
the Office of the General Counsel, and the Office of the Inspector General. The Office of the Inspector General may also
refer matters to the appropriate authorities for further action.
A. Report Violations - Good faith reporting of suspected violations of the Contractor Code of Conduct is encouraged.
Reports of possible violations should be made to the Office of the Inspector General where such reports will be
investigated and handled with the level of confidentiality that is merited and permitted by law. No adverse
consequences will result to anyone as a result of making a good faith report.
B. Cooperate on Audits and Investigations - Contractors and their Representatives shall cooperate with any necessary
audits or investigations by LAUSD relating to conduct identified in this Code. Such audits and investigations may be
conducted when LAU SD has reason to believe that a violation of this Code has occurred. Once an audit or
investigation is complete, LAUSD may contact a Contractor or their Representatives to establish remedies and/or
sanctions.
C. Comply with Sanctions - Contractors and their Representatives shall comply with the necessary sanctions for
violations of this Code of Conduct. Remedies can include and/or combine one or more of the follow ing actions:
(1) Removal of offending Contractor or subcontractor;
(2) Implementation of corrective action plan approved by LAUSD;
(3) Submission of training plan for preventing future violations of the Code;
(4) Probation for 1-3 years;
(5) Rescission, voidance or termination of a contract;
(6) Suspension from all LAUSD contracting for a period of time;
(7) Prohibition from all LAUSD lobbying activities;
(8) Compliance with deferred debarment agreement;
(9) Debarment from all LAUSD procurement or contracting ; or
(10) Other sanctions available by law that are deemed reasonable and appropriate.
In the case of a procurement in which a contract has yet to be awarded, LAUSD reserves the right to reject any bid or
proposal, to terminate the procurement process or to take other appropriate actions.
Failure to remedy the situation in the timely manner prescribed by LAUSD can result in additional sanctions. Records
of violations or any other non-compliance are a matter of public record.
Any debarment proceeding will follow due process in accordance with the procedures described in LAUSD's
Debarment Policy.
9. Future Code Updates

To ensure that LAU SD maintain our effectiveness in promoting integrity in our contracting processes and our use of public
tax dollars, LAUSD reserves the right to amend and modify this Contractor Code of Conduct at its discretion. LAUSD's
Ethics Office will post the latest version of the Code on its website. Interested parties with ideas on how LAU SD can
strengthen our Code to improve public trust in the integrity of LAUSD's decision-making can contact LAUSD's Ethics
Office in writing to share their comments. Such comments will be evaluated for future code updates.
11
LAUSD PRA - 86
LAU SD is not responsible for notifying a Contractor or their Representatives of any changes to this Code. It is the
responsibility of a Contractor to keep itself and its Representatives apprised of any changes made to this Code. LAU SD
is not responsible for any damages that may occur as a result of a Contractor's failure to fulfill its responsibilities of staying
current on this Code.
1O. Severability
If one part or provision of this Contractor Code of Conduct, or its application to any person or organization, is found to be
invalid by any court, the remainder of this Code and its application to other persons or organizations, which has not been
found invalid, shall not be affected by such invalidity, and to that extent the provisions of this Code are declared to be
severable.
12
LAUSD PRA - 87
SCHEDULED
LAUSD INFORMATION SECURITY POLICIES
• Bulletin 1077.2 (Information Protection Policy)

https://achieve.lausd.net/cms/lib/CA01000043/Centricity/domain/386/admin%
20cert% 202017-2018/BUL-
1077 .2%20IN FORMATION%20PROTECTION%20POLICY 2.pdf
• Bulletin 1553 (Security Standards for Networked Computer Systems)

http://publicdata.usac .org/SUPrd/F01m470/350259/160001961/Attachment%203%20-
%20LAUSD%20Policy%20Bulletin%201553 .pdf

Agreement #4400011417 69
LAUSD PRA - 88

Agreement #440001141 7 70
LAUSD PRA - 89

LAUSD/AllHere IT Services contract 1720804456

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DocuSign Envelope ID: 51A7FB3E-EFFC-4EE9-9EAD-O308930E6AAE

Edsurge - 4. 17.2024 - OGC #0092705

THE LOS ANGELES UNIFIED SCHOOL DISTRICT

AllHere Education, Inc.

Contractor Se1vice Area:

1. BACKGROUND AND OBJECTIVES .................................................................. 1

7.4 Deliverable Credits ................................................................................... 12

Agreement #4400011417 -u-

12.7 hnprovements in Technology ................................................................... 22

Agreem ent #4400011417 -m-

17.5 Compliance with Laws ............................................................................. 32

18. WSURANCE ....................................................................................................... 35

Agreement #4400011 41 7 -IV-

22. MISCELLANEOUS ............................................................................................. 43

Agreement #4400011 41 7 -v-

Schedule A: Statement of Work

THIS INFORMATION TECHNOLOGY SERVICE AND SUPPORT AGREEMENT (this

1. BACKGROUND AND OBJECTIVES

(c) Contractor is an experienced provider of se1vices in the Contractor Se1vice Area .

LAUSD's objectives in entering into this Agreement include obtaining:

2.1 Certain Definitions

All Here Education, Inc.

(c) "Change Order" means an amendment executed by a duly authorized representative of

(g) "Contractor Personnel" means Contractor's employees, agents, contractors, and

G) "Data Subject" means an individual to whom Personally Identifiable Info1mation relates.

All Here Education, Inc.

(k) "Deliverable" means a deliverable to be delivered or provided by Contractor under this

(1) "Deliverable Credit" has the meaning given in Section 7.4.

(p) "Final Criteria" has the meaning given in Subsection 7. l(c).

(t) "Key Milestone" has the meaning given in Subsection 7. l(a).

(bb) "Service Level" has the meaning given in Section 8.1.

to or othe1wise developed independent of this Agreement, or derivatives thereof

2.2 Other Definitions

3.2 Interpretation and Precedence

(i) This Agreement;

3.3 No Implied Agreement; Nonexclusivity

All Here Education, Inc.

4.1 Agreement Term

All Here Education, Inc.

5.3 Premier Customer

(a) Disaster Recove1y Pliolity

(b) Prio1ity Staffing

5.4 Licenses and Permits

5.5 Equal Employment Opportunity

5.6 Certification Regarding Debarment, Suspension or Ineligibility for Award.

5.7 Conflict of Interest

(ii) Conti·actor will require the Affected Persons to submit to fingerprinting in

All Here Education, Inc.

5.9 Disaster Recovery

7. SERVICES-APPLICATION MAINTENANCE AND ENHANCEMENT

7.1 Development of Schedule and Acceptance Testing Criteria

(d) Specification of a timeframe following Contractor's delivery of a Deliverable to District

7.2 Acceptance Testing

(a) Following delive1y to District of a Deliverable, the Deliverable shall be subject to

specified in an applicable Deliverable Work Plan. If District notifies Contractor that a

7.3 Acceptance of Final Deliverables

7.4 Deliverable Credits

8. SERVICE LEVELS; PERFORMANCE STANDARDS

8.1 Service Levels

8.2 Measurement and Monitoring Tools