Kenosha High School of Technology Charter

Unless otherwise noted, this Agreement is perpetual from the date signed on page 1. The above bill rate includes all Contractor costs, including but not limited to, Individual State Department of Education Compliance, Administrative Costs, Liability, and Bonding Premium Payments. The bill rate will increase by 4% annually beginning on the subsequent new school year after the signing of this Agreement, regardless of the original signing date of this Agreement, but in all cases, within 12 months of the signing of this Agreement. Neither party is required to continue ordering or servicing, respectively at the conclusion date of this Agreement. Either party may terminate this Agreement upon providing sixty (60) days written notice.

ISS and CLIENT When/if applicable agree that during the effective term of the Agreement, ISS may increase worker pay, subject to the approval of the CLIENT. Such an increase shall be billed by ISS and paid by CLIENT by increasing the bill rates above under job classes. The term CLIENT shall include the CLIENT named on page 1 and any pricing schedules of this Agreement. It shall also include any affiliates, subsidiaries, parent companies, management companies, or related companies. In addition, related staffing or employment companies or professional employment organizations (PEO) companies hired to serve as the employing entity of the CLIENT as defined above shall be considered part of the CLIENT.

Fill Rate Accelerator: ISS uses an order management system identified as the Sub Teacher Source Absence Management System (STS). The Client has the option to increase the rate paid to the substitute for one day or multiple day assignments. This feature is designed to incentivize ISS staff to accept hard to fill CLIENT positions when specified. All increases initiated by the CLIENT will be paid to ISS staff and charged to CLIENT at the exact amount put in and will not include a markup.

NOW, THEREFORE, the parties agree as follows:

1. Service and Operation.
   1. CLIENT shall not hold ISS responsible or liable for failure to provide staff as requested if prevented by war, labor dispute, fires, acts of God, accidents, or any other causes beyond the control of ISS.
   2. Where an ISS substitute has been assigned or has accepted a position, CLIENT must provide a minimum of two (2) hours' notice prior to the start time of any order if that order is canceled. Failure to provide at least two (2) hours' notice for a canceled order will result in the minimum of 1/2-day sub pay rate being billed to the CLIENT.
   3. CLIENT agrees to complete a weekly timecard and submit an approved timecard to ISS indicating the time/assignment worked based on the assignment types and any additional pay for bonus, fill rate or overtime. Submission of an approved timecard authorizes ISS to execute payment to substitutes and to invoice CLIENT based on the time/assignment approved. CLIENT shall not be entitled to credits from ISS for errors in approvals, once approved timecards have been finalized, approved and sent to ISS.
   4. Substitute staff or any staff assigned at a daily rate or ½ daily rate will be billed to CLIENT for a minimum of ½ day of work for any hours up to 4 hours of work from the worker's reporting to an assignment. Any time that exceeds 4 hours from the worker's reporting will be billed at the full day rate as designated in the rate section of this Agreement.
   5. Substitute staff will be counted as Long-Term or Building/District Substitutes based on the initial request from CLIENT or if they are expected to fulfill the duties of a Long-Term Substitute or Building/District Substitute. If for any reason, substitutes are initially requested as daily substitutes or Building/District substitutes for the same classroom for 20 consecutive assignments, they will be deemed as a Long-Term Substitute on the next billable day (billing may be retroactive to this period if subsequently discovered to have met the conditions of a long-term assignment). If CLIENT orders a daily substitute or series of daily substitute orders (regardless of any individual name) for the same district or school for 2 consecutive weeks, irrespective of the number of days worked, they will be classified as a Building/District Substitute, based on the duties and type of assignment on the following billing cycle.
   6. Long Term Substitute duties may include, but are not limited to, the following:
      
      The long-term substitute may be responsible for providing classroom coverage for a teacher who is absent for an extended period. The long-term substitute works the regular hours of the absent classroom teacher during his/her absence. Essential Potential Duties:
      
      
      1. Teaches content and skills in subject area utilizing curriculum designated by the Client and other appropriate learning activities.
      2. Develops lesson plans and supplementary materials compatible with the Client's instructional requirements provides individualized and small group instruction to adapt the curriculum to the needs of each student and subgroups of students.
      3. Evaluates academic and social growth of students, prepares report cards, keeps appropriate records to include attendance reports, checklists, census forms, and other recordkeeping activities, as necessary.
      4. Evaluates each student's progress in meeting the course standards.
      5. Establishes and maintains standards of student behavior needed to provide an orderly, productive classroom environment.
      6. Communicates with parents, counselors, and administration on student progress.
      7. Supervises students in assigned out-of-classroom activities during the working day.
      8. Participates in faculty committees and the sponsorship of student activities.
      9. Administers testing in accordance with division testing practices.
   7. The Building/District substitute is responsible for providing teaching or teacher support to any class in need, except classes requiring special training or certification. CLIENT is responsible for directing the Building/District substitute to the class or building in need of support. The Building/District Substitute is responsible for providing classroom coverage for a teacher that is absent for a short period of time and to work the regular hours of that teacher.   If the Building/District substitute is serving in the capacity of a District substitute, the substitute is responsible for floating to school buildings within the district that may be in need, on any given day and will be directed by appropriate district/school staff as to the location of the school and details of the assignment. If any school or district has a consecutive period of ordering at least 1 daily open substitute for a total of 10 consecutive working days, ISS will automatically open a position as a Building/District Substitute, and once that position is filled, the length of service for that filled position will initially be scheduled as a 20-working day cycle. The school can extend that position for as long as they believe the position is needed. If that Building/District substitute serves in the same classroom for 20 consecutive assignments, they will be deemed as a Long-Term Substitute, and the assignment will be switched to Long Term. All staff Classified as District Subs will be billed to the Administration Building or an alternative home building location and allocated internally by CLIENT for accounting purposes.
2. Fees
   1. CLIENT shall pay to ISS ALL CHARGES on or before the due date of each invoice, (as billed and with attached approved staff timecards, signifying CLIENT approval of billed staff time) through the STS portal. ISS will update the CLIENT of the payment entity that will receive banking transactions or receive payment from the CLIENT and this company may be different from ISS. Invoices will be emailed weekly no later than each Wednesday. All invoice payments must be received by ACH Electronic Payment initiated by CLIENT and received by ISS within fourteen (14) calendar days after receipt of weekly invoice. ISS reserves the right to cancel or suspend services to client schools with unpaid balances beyond the terms outlined above. In the event of chronic non-funded or late transactions, ISS may declare a material breach of this Agreement and terminate the Agreement.
      
      At the conclusion of the normal school year, all outstanding invoices must be paid in full by the due date established above. ISS shall have the right to terminate subsequent year services to CLIENT if any invoice is unpaid by the due date established in this agreement, inclusive of the final invoice for the school year.
      
      Payments for any Conversion fees associated with the substitute hiring (conversion) or provision contained in Section 5 shall be due within seven (7) Calendar days after invoicing, regardless of regular service payment terms and shall be non-refundable. 
      
      If a payment is received and is returned due to non-sufficient funds (NSF), all bank charges and fees associated with any NSF or non-payment or $50, whichever is greater, will be charged to CLIENT. If weekly invoice payments are not received within seven days after the due date of the invoice, CLIENT will be responsible for a five percent (5%) fee on all unpaid funds. Additionally, any payments that are not received 30 days past the original due date of the invoice will be subject to late charges based on 2% per month on invoices meeting this specification. This provision does not prevent ISS from cancelling or suspending services and any charges under this provision are separate from, and in addition to any collection expenditures charged back to CLIENT. These charges where applicable shall revert to the maximum usury rate allowed by law, if lower.
      
      CLIENT will be responsible for any fees that ISS incurs for outside collection agencies, attorneys, court or arbitration fees along with an administrative fee of a minimum of $200 or 5% of the outstanding amount owed, whichever is higher.
      
      All approved timecards or electronic approval of weekly timecards must be submitted within STS, for each assigned substitute or other personnel provided is due to ISS no later than 5 pm on each Friday.  If weekly timecards are not approved and returned to ISS via STS by Monday at 10 am, for ISS substitutes or other personnel supplied to CLIENT, ISS reserves the right to suspend services until payroll approval has been given by the Client. 
      
   2. All Substitute Teachers classified as long-term or long-term building substitutes shall be entitled to all originally assigned days declared as Building Closure days at the school or district determined to be closed by Building Closure. Paid closure days will be based on the school/district closing for a declared building closure for weather or maintenance issues and notification to ISS. ISS will bill for these closure days at the normal billing rate for the classification of that substitute teacher.
   3. All hourly workers will be paid at 1.5 times their regular rate of pay for hours worked over Eight (8) hours per day and 40 hours per week or at their daily rate of pay, or at the daily overtime equivalent rate based on CLIENT's daily bill rate.
3. Unsatisfactory Performance and Termination of Contractors
   1. The CLIENT shall report and give notice to ISS of all concerns regarding the conduct or performance of workers supplied to the CLIENT by ISS as soon as possible.
   2. The CLIENT reserves right to reject any teacher/staff member referred to the CLIENT by ISS, in which case such teacher/staff member shall not be assigned to work at CLIENT.
4. Administration
   1. It is understood and agreed that ISS is an independent contractor. ISS is responsible for all applicable administrative employment matters. ISS shall pay all applicable salaries, wages, benefits, payroll, and other taxes to or on account of such employee arising out of or resulting from services performed pursuant to this Agreement. CLIENT shall not be liable for the payment of any such salaries, wages, benefits, payroll, or other taxes to or on account of any such employee. ISS staff shall not receive any compensation, benefits, or other amenities in any form from CLIENT, including but not limited to mileage and conference fees. Direct compensation received from CLIENT that has not been approved by ISS, will be interpreted as an unauthorized attempt at conversion and will subject CLIENT to the highest fees stated in section 5, regardless of the number of days completed by that substitute. ISS agrees to hold CLIENT harmless from all out-of-pocket expenses of CLIENT, which CLIENT may suffer because of ISS' failures with respect to the above.
   2. ISS will comply with all applicable federal, state, and local laws concerning its staff, including, but not limited to, tax laws, laws relating to discrimination, workers compensation, and state Specific Department of Education requirements to work in a the individual state’s public school system, including but not limited to, licenses and certifications as required by the position and providing the information required for the state specific Department of Education. ISS shall work with the Client School in providing all the necessary records needed, at the Client School's request, to meet compliance review audits as required by the Individual State Department of Education, Authorizer, and/or federal and state governments.
   3. In any state that requires FBI maintained Criminal History Record Information (CHRI) and those records are not housed and managed by a state agency or state law enforcement agency, CLIENT agrees to process “CHRI” fingerprint background information as required by that state department of education or appropriate law enforcement agency responsible for directing those activities. CLIENT will act and perform duties of a Local Agency Security Officer (LASO) and ISS will be directed to interact with appropriate CLIENT staff serving in that capacity. Upon submission of CHRI submission documents to CLIENT by ISS on behalf of intended staff, CLIENT will immediately issue a “Red Light/Green Light” letter or a similar document indicating the eligibility status of any ISS submitted candidate as it relates to criminal background checks. CLIENT will immediately update ISS upon the successful processing of this data. CLIENT will also in its capacity as LASO, perform fingerprint transfer services for requesting districts for any ISS staff members that are included under CLIENT for LASO services and where CLIENT appointed staff receive a proper fingerprint transfer request. CLIENT staff will maintain CHRIS documentation and update ISS of any subsequent status changes for any ISS staff members that are included under CLIENT for LASO services, including any notifications indicating that staff has become ineligible to provide substitute staffing services. ISS will seek to function as its own LASO in states that allow staffing agencies to do so and where ISS meets the conditions of the office.
   4. ISS Staff
      1. ISS shall process and pay its staff from ISS' own account, based upon reported hours by CLIENT with respect to the work assignments performed by ISS' workers.
      2. Administration and payment of any applicable workers' benefit plans adopted by ISS and workers' compensation insurance.
      3. COBRA compliance and continuation of health benefits to terminated staff members and dependents of ISS who qualify as applicable.
      4. Completion, reporting, and maintenance of payroll and benefit records, except for recordation of actual hours or days worked for CLIENT, which shall be kept and verified by CLIENT.
   5. ISS agrees to be responsible for workers' compensation insurance for the staff members assigned to work at CLIENT. If any workers' compensation claim is asserted against CLIENT, CLIENT shall notify ISS within ten (10) days of receipt of claim.
      
   6. CLIENT agrees to use the STS portal as its management tool for order entry, order cancellation, timesheet review and approval, and other substitute staffing order management functions. CLIENT also agrees that it will use the STS portal as its sole source for receipt of substitute qualification file submission, related to ISS staff at CLIENT schools.  CLIENT shall indicate staff that will be responsible to utilize the STS portal and will not authorize any person outside of District employees and will not authorize any CLIENT employees that do not have a functional need and duty to utilize the STS portal.
   7. Client recognizes that ISS staff assigned are placed for instructional duties primarily and are not to be re-assigned to roles with primary responsibilities related to janitorial, cleaning, lunch roles, athletic coaching, chaperone duties, preschool childcare, toileting and diaper changing, etc. Additionally, ISS staff will not participate in active athletic participation for any gym or recess activities. CLIENT recognizes that their roles are purely instructional in those instances.
   8. CLIENT will direct all non-emergency injuries to its school nurse or other assigned school medical professional staff, prior to dispatch to medical clinics or urgent care centers. CLIENT will complete an incident report and immediately contact ISS upon any report of an injury to ISS assigned staff.
   9. CLIENT school shall be responsible for loss or damage to equipment, computer equipment and software, school documents or other materials furnished by the Client school to ISS substitutes, which may be used on school property or taken off school property. ISS is not liable for any losses or damage to any machinery, equipment, computer hardware, software or any other school property.
   10. CLIENT agrees to review the photo ID of each arriving substitute teacher to confirm that the arriving substitute teacher matches the assigned substitute teacher. Picture IDs are included in STS.
5. Prohibition Against Hiring or Contracting
   1. CLIENT recognizes that ISS will incur various costs and expenses related to recruitment, certification, and qualification of staff assigned to CLIENT by ISS. CLIENT agrees that it will not, directly or indirectly, solicit or employ any staff members of ISS or induce any of ISS' staff to leave ISS' employment. This provision and related language under item 5 and sub-provisions thereof and covers any form of employment or contracting directly or indirectly with CLIENT or affiliates whether during business hours or outside of business hours, whether related to the assignment classification or un-related. Prohibitions under item 5 and sub-provisions thereof also include the prohibition of directing of ISS staff to other contractors or vendors of CLIENT, serving in any capacity for CLIENT to diminish or eliminate ISS' ability to conduct commerce with CLIENT or other ISS clients and not have interference with its relationship between ISS and the appointed staff to CLIENT. If ISS staff initiates interest or conversations regarding open positions at the CLIENT or any affiliate of CLIENT or any contractor of CLIENT as they may become aware of while working at CLIENT location or remotely for CLIENT, CLIENT will refrain from engaging in such discussions and will refer ISS staff member to appropriate ISS representatives as well as update ISS as to the nature of the inquiry. All violations of the prior circumstances or similar circumstances will subject the CLIENT to the fees outlined in section 5.2 of this Agreement.
   2. If CLIENT or any affiliate or related party of CLIENT employs, solicits, discusses, or directs ISS staff member to other vendors, agencies or any other arrangement of providing services to CLIENT other than through the contractual arrangement between ISS and CLIENT without prior ISS approval, either directly or indirectly prior to the staff member(s) completing a minimum of 160 working days within three (3) consecutive school semesters and proper notice to ISS, CLIENT agrees to pay STS $17,500 dollars per staff member hired, solicited or directed by your organization, which shall represent reimbursement to ISS for the costs and expenses incurred as noted above. CLIENT must notify and give at least 30 days' notice of its intent to convert ISS staff whether the staff member has fulfilled the time requirement or not.
   3. CLIENT shall be given the option to hire a contracted ISS staff member through ISS once that staff member completes a minimum of 90 working days, but less than 160 working days within the same school year. CLIENT agrees to pay ISS $7,500 dollars per staff member hired during a communicated plan with the appropriate ISS Management and codified in writing. If CLIENT employs, solicits, discusses, or directs any ISS staff member to other vendors, agencies or any other arrangement of providing services to CLIENT other than through the contractual arrangement between ISS and CLIENT or without the prior knowledge and approval of ISS, CLIENT will be subject to the fees outlined in section 5.2 of this Agreement. CLIENT must notify and give at least 30 days' notice of its intent to convert ISS staff whether the staff member has fulfilled the time requirement or not.
   4. If any current or prior staff of ISS that has been introduced to CLIENT, including but not limited to a placement for an assignment or interview, terminates their work relationship with ISS voluntarily or involuntarily, CLIENT or any affiliate or related party of CLIENT shall be prohibited from hiring such Contractor for a period of one (1) year following the conclusion of the last day of their work relationship with ISS whether placed at CLIENT or any affiliate or related party of CLIENT or any other CLIENT of ISS at the time of termination. Violation of this clause will make the Client subject to the fees referenced in section 5.2 of this Agreement.
   5. Direct Hire Services- Prior to the introduction of a staff member from ISS to CLIENT, CLIENT may opt to hire staff directly from a current pool of ISS educational staff members or candidates that ISS is engaged to recruit for specific positions for CLIENT. In those cases, CLIENT agrees to a fee arrangement of 25% of the first year agreed to salary or annualized compensation for an hourly employee. In all cases, this fee will be at a minimum of $10,000, regardless of the negotiated compensation. CLIENT will be allowed one replacement if requested in the first 60 days of employment and with the timely payment of Direct Hire Fees. Any hiring request must be in writing and accompanied by a job description, compensation package, start date and hiring protocol of CLIENT. If CLIENT refuses to conduct an active and engaged selection process in the estimation of ISS, the engagement for that position may be discontinued by ISS without any further responsibilities by ISS for continued search or recruiting efforts by ISS, solely based on the judgement of ISS. Specialized searches and Executive level searches that CLIENT may request would be outside of the scope of this agreement and would require an amendment to this agreement. Staff members that have been assigned to CLIENT prior to the request to consider for a position covered under this section will be referred to sections 5.1 through 5.4. CLIENT may not consider staffing management personnel, such as account managers, recruiters, payroll and accounting representatives and others responsible for delivering overall staffing services to CLIENT, for direct hire or other employment relationships, without the written approval of Senior Management of ISS.
6. Student Records ISS understands that it may have access to Client School's student records and other personally identifiable information regarding its students ("education records") that are protected by the Family Educational Rights and Privacy Act of 1974 ("FERPA"), 20 U.S.C. §1232(g), and its implementing regulations, 34 C.F.R. §99.1 et seq. ISS warrants that all substitutes are provided with and instructed on the requirements of FERPA.
7. Indemnification  To the extent permitted by law, the Client School will defend, indemnify and hold harmless ISS and all its officers, managers, members, Contractors, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including litigation expenses and reasonable attorneys' fees) arising out of or resulting from the breach of any representation, warranted by the CLIENT school of this Agreement. CLIENT will indemnify ISS for any bodily injury claims asserted by students, their parents or representatives, CLIENT personnel or business invitees or other third parties from actions of assigned staff by ISS. These indemnification obligations shall survive termination of the Agreement.
   
   
8. Insurance  ISS or its affiliates shall present evidence to the Client School that it maintains the requisite insurance. The insurance policy shall provide that the Client School receives from the insurer a minimum of thirty (30) days written notice of termination or change of said policies. The Client School shall be named as additional insured. ISS shall maintain the following insurance:
   1. General Liability-ISS shall maintain separate general liability insurance, as applicable. General liability insurance must have at least $1,000,000 coverage per occurrence.
   2. Professional Liability- ISS shall maintain separate professional liability insurance, as applicable. Professional liability insurance must have at least $1,000,000 coverage per occurrence.
   3. Workers Compensation- ISS shall maintain separate workers' compensation insurance. ISS shall present evidence to CLIENT that it maintains the requisite insurance.
   4. Umbrella Liability if applicable-If Contractor is providing transportation to students, ISS shall maintain separate umbrella liability insurance, as applicable. Umbrella liability insurance must have at least a $2,000,000 limit per occurrence
9. Arbitration  Any and all disputes between the parties concerning any alleged breach of this Agreement or arising out of or relating to the interpretation of this Agreement shall first be communicated in writing to the other party and mutually discussed between the parties with an opportunity to cure. If no resolution can be ascertained through that mutual discussion, then the matter will be submitted to a single arbiter mutually agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the then prevailing Commercial Rules of the American Arbitration Association.
   1. The arbitration shall be conducted at the Detroit office of the American Arbitration Association. Any award, order, or judgment made pursuant to the arbitration shall be deemed final and may be entered by either party in any court having authority over the enforcement of the award or judgment. The parties agree to submit to the jurisdiction of any appropriate court for purposes of enforcement of the award, order, or judgment.
   2. The arbitrator's award, which shall include a written explanation as to the final decision and award, shall be final and binding.
10. Interpretation  Competent businesspersons are entering into this Agreement, and the parties have reviewed this Agreement. Therefore, any ambiguous language will not be construed against the drafter of this Agreement. The parties intend that this Agreement shall be construed and interpreted in a consistent manner.
11. Reasonable Attorney and Arbitration Filing Fees If a dispute arises between the CLIENT and ISS, the prevailing party may be awarded reasonable attorney fees and costs as well as Arbitration Filing and Registration fees incurred while advocating its case.
12. Governing Law This Agreement shall be construed in accordance with Michigan law.
13. Entire Agreement and Amendments  This Agreement constitutes the entire Agreement between the parties with respect to the subject matter, and no other agreement, statement, promise or practice between the parties expands or alter the terms of this Agreement. Only a written instrument signed by the parties may modify this Agreement.
14. Partial Invalidity Should any term, warrant, covenant, condition or provision of this Agreement be held to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect as if the unenforceable part did not exist.
15. Captions The captions and paragraph headings in this Agreement are for reference only and shall not be considered in the interpretation of this Agreement.
16. Modifications No changes or modifications of this Agreement shall be valid unless it is in writings and signed by both parties.
17. Contagious Disease Provisions At any school or district requiring placed staff to work from a district or school facility where students or staff are present in addition to ISS placed staff members, and the following shall apply. If any placed staff is forced to quarantine at home and is unable to work from home (due to illness symptoms related to a declared local or national communicable disease outbreak or other Federal Center for Disease Control health outbreak warning) while on assignment at the school/district, where the exposure can be directly traced to the school/district, CUSTOMER will be billed for that staff member's equivalent assignment category for the period recommended by the state health department or Centers for Disease Control in the absence of State Health Department guidance. If any placed staff is notified after the period of their assignment that there was a potential exposure during their assignment at the school/district that necessitates a period of quarantine, CUSTOMER will be billed for that staff member's equivalent assignment category for the period recommended by the state health department or Centers for Disease Control in the absence of State Health Department guidance. CLIENT will immediately notify ISS of any outbreaks at that district or school, occurring within the School District, whether occurring on a student, staff member, or vendor that has been in contact with the district. CLIENT will also enforce the State Health Department best practices and provisions to reduce infection transmission, such as hand washing, mask wearing and social distancing. CLIENT will maintain an adequate supply of masks, hand sanitizer, bathroom soap, etc., to accomplish the safety precautions needed to reduce the spread of infections, including COVID 19.
18. Clause Survivability Past Agreement Termination Clauses 2,5,7,9,10,11,12, 14 and 17 shall apply and survive the termination of this Agreement and any other subsequent agreements unless otherwise agreed to in writing.

END OF AGREEMENT