Carnegie%20Learning%20Contract%20for%20K-5%20and%206-8%20Pay%20over%20five%20years.pdf

Parent document: Regular Board Meeting - 5_30 p.m.-05-21-2024.pdf

Text

CARNEGI=
L=ARNING

License and Purchase Agreement between Carnegie Learning Inc. and
Randoph County Board of Education

Carnegie Learning, Inc. is a leading publisher of innovative, research-based curricula for middle
school, high school, and post-secondary students. We help students succeed, creating a gateway to
graduation and preparing them for 21st century careers.

Partnering with educators for continued success, Carnegie Learning is working side-by-side with
hundreds of schools and districts implementing our curricula, and we are dedicated to partnering
with you to increase teacher effectiveness and student achievement. Our goal is to support your
team of teachers, coaches and leaders to obtain the results your students deserve.

This agreement, dated May 1, 2024 is made by and between Carnegie Learning,
Inc. (the "Company"), located at 4 Smithfield Street, Pittsburgh, PA, 15222 and
Randolph County Board of Education, located at 40 11" Street, Elkins, WV
26241 ("Client").

1. Services to be provided. The company will provide Carnegie Learning’s
Elementary and Middle School Math Solutions, including consumable
student editions, practice books, digital resources, teacher materials and
professional learning over the 5 year term of adoption to Client in
accordance with the terms and conditions set forth in this Agreement. The
specific services to be provided shall be selected and agreed upon jointly
by Company and Client.

2. Term of Agreement. This Agreement will begin May 1, 2024 and conclude June 30, 2029.

3. Responsibilities of Company. Materials and services will be rendered
according to the agreed upon Exhibit A.

4. Contracting outside Company Agreement. Contracting with any Company employee or
assign independently is forbidden.

5. Payment and Terms.
a. First payment is due prior to or by July 15, 2024.
b. Payment will be subject to the terms as listed in Exhibit C.


1. Electronic Signatures

This Agreement and related documents may be signed in counterparts, and may be accepted in
electronic form (e.g., by scanned copy of the signed document, an electronic or digital signature or
other means of demonstrating assent) and each Party’s acceptance will be deemed binding on the
Parties. Computer maintained records of the Statement of Work and related documents when
produced in hard copy form shall constitute business records and shall have the same validity as any
other generally recognized business records.

IN WITNESS WHEREOF, each party has read and agrees to be legally bound by this Agreement, and has
caused this Agreement to be executed by their duly authorized representative below as of the Effective
Date written above.

Randolph County Board of Education Carnegie Learning, Inc.

By: By: Tamara Bousquet

Name: Name: _Tamara Bousquet

Title: Title: Executive Vice President, Sales
Date: Date: May 1, 2024

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EXHIBIT A —- LICENSOR CONTENT

Carnegie Learning Offering:

CARNEGIE biestureneaiszz =o
L = AR | NG Sea papers PO Box 646003, Pimsburgh, PA 15264 EXPIRES ON: (eran

CONTACT |MFORMATION

Randolph County Board of Education Tammy Tucker fiege D'Angelo
411th St. Supervisar Account Executive
Elkins, WW¥, 26241 3M-536-9150 Fae 2006

tmtuckeri®k i 2s rdangelo@carnegizleaming.com

Groupt
DESCRIPTION TEAM «UNITS $=NET TOTAL

West Virginda ClearMath ie = West Virginia ClearMath t¢ Elementary = Bundle a Uso
Bundle 287,564.90

250 Kindergarten
250 Grade 1

275 Grade 2

250 Grades 3
270 Grade 4

250 Grade 5

One Teacher |melementation Guide for every 25 student editions will oe provided at no charge.

+ Clearkfath te = Student Print = Student Resource Book pee Included
Resource Book

* MATHia Adventure Student MATHIa Adventure per Student License Included
License

West Virginia Cloarhath Ligital Course = Student (West Virginia) Included
ton = Digital Course Student

Collection

1545
* ClaarMath ta - Student Pring -Student Practice 1545 Included
Practice Book
*PL Onsite MATH Academy Te = | Onsite Academy, per day (includes materiali}, up to 25 partielpants per facilitator Included
Be Determined

2 days of Professional Learning for Comment Academies, In-class Suppor or Initial Training:

PL MATH Onsite ‘Onsite [vtia! implementation Workshop, eer day fineludes materials), up te 25
Implersestatian Werkshag participants per facilitater
National Clearltath Elementary
Group1 TOTAL: 5
291,065.95

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Group2

DESCRIPTION TERM UNITS WET TOTAL
PL MATH Onsite ‘Onsite [nitia! Implermestatian Workshop, per day (includes materials), up to 25
Implementation Workshop participants per facilitator
National Cloartlath Elementary
Growp2 TOTAL:
SUBTOTAL; uso

296,365.55
SHIPPING ANG HANDLING: LSD 0.00
‘STATE SALES TAM: 50 O00

TOTAL, usp
296,365.95

CARNEGIE tistucnaise pinta aig Stee

CONTACT |HFORMATION

Randolph County Board of Education Army Sraith fege D'Angelo
40 11th St. Dlr of Curriculum Account Executive
Elkins, WV, 26241 301-636-9150 72-44-2066

arowansmithi@k 12 www rdangelog@carnegielearning.corm

Groupt

DESCRIPTION TERM «UNITS
West Virginia Math Solutions = | West Virginia Carnegie Learning Math Solution = Bundle Sir aro USB
Bundle 131,996.40

ELKINS MIDOLE SCHOOL (6th) 212 (7thj208 (Sth) 14 total 614
HARMAN SCHOOL (6th) 17 (7th) 6 (8th) 11 total 28

PICKENS SCHOOL (Sch) 4 (7th) 0 (8th) total &

TYGARTS VALLEY MS-HS (6th) 537th) 58 (th) 66 total 177

GRADE TOTALS (6th) 280 (7tnj272 (Bth) 273 total B25
District Office (Suh) 15 (7th) 15 (Btn) 15 total 45

Total: 870

* Math 4e = Student Edition [PrincMaTHbonkStudent edition MATHbook = Student Edition sis | Yrs ayo Inchuclect

*MATHIa (MyCL) Student prior oeee per Student License ee FS a7o Included
License West Virginia

* West Virginia Math Cigital Digital Coursq = Student (West Virginia} S¥rs aro Included
Course = Student Editian

MAT Hstreaen Student License MATHstream per Student License 435 Usb
West Virginia 28,244.35
Group1 TOTAL: USD
160,84 25

(Group2

DESCR|PT|ON TERM =o UTS

NET TOTAL

WY Clearhtath 1e= Teacher's ClearMiath Te Elementary = Teacher's Implementation Guide» Print and Digital
Implementation Guide = Print Collection (West Virginia)
anc Digital Collection

*ClearMath te = Teacher's Print - Teacher's Implamentation Guide a0 Included
Implementation Guide

+ West Virginia ClearMath Digital Course - Teacher (West Virginia} 5 Yrs 30 Included
to= Digital Course Teacher
Collection

Group? TOTAL: | Usp 0.00

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Confidential

DESCRIPTION TERM UNITS NET TOTAL

PL MATH Onsite ‘Onsite Initial Implementation ‘Workshop, per day (includes materials), up is 25 USD
Implementation Workshop participants per facilitator 000.00
National 4th Edition MSMS.

andor HSMS.- Blended

‘Groups TOTAL: usd
9,000.00

suptoTa: | usb|
169,841.25
SHIPPING AND HANDLING: usD-0.00
ESTIMATED SALES TAX: USD G00
TOTAL: uso
165,841.25

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EXHIBIT B - FEES

Cost for five-year implementation including student editions, practice books, digital resources,
teacher materials and professional learning: $466,207.70

Shipping: $0

Total: $466,207.70

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EXHIBIT C — Payment Schedule

This constitutes an agreement between licensor and Randolph County Board of Education whereby
Randolph County Board of Education agrees to purchase products per the terms of this contract.

Purchasing Agent understands that this is a legally binding contract and certifies that they are
authorized to act and sign on behalf of Randolph County Board of Education. This contract constitutes
Randolph County Board of Education’s agreement to the terms and conditions as outlined in the
contract. No change to or modification of this order shall be binding unless agreed to by both parties in
writing.

Randolph County Board of Education agrees to pay full amount listed below and per the terms of
EXHIBIT B. In the event of any dispute, chargeback transaction, refusal of shipment, or unpaid balance,

Randolph County Board of Education shall be liable for applicable collection fees, court costs, and
attorney’s fees to the extent the Pennsylvania law will cover.

Payment Schedule:

Carnegie Learning will generate one invoice upon receipt of signed agreement.

Payment 1: To be paid prior to or by July 15, 2024. Total amount of payment 1: $115,103.74
Payment 2: To be paid prior to or by July 15, 2025. Total amount of payment 2: $87,775.99
Payment 3: To be paid prior to or by July 15, 2026. Total amount of payment 3: $87,775.99
Payment 4: To be paid prior to or by July 15, 2027. Total amount of payment 4: $87,775.99

Payment 5: To be paid prior to or by July 15, 2028. Total amount of payment 5: $87,775.99

Carnegie Learning Inc. Account Manager: Name: Regis D’Angelo

Phone number: 724-344-2066 Email: rdangelo@carnegielearning.com

Confidential Page 7