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EDUCATIONAL PROFESSIONAL SERVICES AGREEMENT

This Agreement (Agreement), effective as of September 30, 2012, is entered into by and between Teach For America, Inc. (TFA) a not-for-profit corporation incorporated under the laws of Connecticut and headquartered at 315 W. 36th Street, 6th Floor, New York, New York 10018 and Dallas Independent School District, (District) (each individually a Party and collectively the Parties), and sets forth certain terms, conditions and principles pursuant to which TFA agrees to provide educational professional services to the District.

WHEREAS, TFA is a national leader in recruiting, selecting, training and providing ongoing professional development to individuals committed to closing the achievement gap by serving as effective classroom teachers specifically equipped to enhance student achievement in under-resourced school systems. WHEREAS, District seeks to recruit new teachers who are trained to lead students to academic achievement and to equip such teachers with ongoing professional development and support to further develop and sustain their professional practice; and WHEREAS, District seeks access to a pipeline of qualified candidates to meet its human capital needs to fill leadership vacancies at various levels within the District and therefore wishes to obtain from TFA certain educational services to meet its needs for teachers and future candidates for leadership opportunities, all on the terms, subject to the conditions and on the basis of the principles set forth in this Agreement;

NOW THEREFORE, and for and in consideration of the agreement made and the payments to be made by District, the parties agree as follows:

I.

TEACHER CANDIDATE RECRUITMENT, SELECTION AND HIRING

District Responsibilities: A. Hiring Commitment. i. TFA will use its reasonable best efforts to provide the number of teacher candidates for employment with District (Teachers) set forth in paragraph ii below (the Agreed Number), but TFA cannot and does not guarantee its ability to provide the full Agreed Number of Teachers to District and the failure of TFA to provide the full Agreed Number of Teachers for any academic year shall not constitute a breach of this Agreement for any purpose whatsoever.

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ii. District hereby agrees to hire every Teacher candidate made available by TFA who meets District employment eligibility criteria, provided that District shall not be obligated to hire more than the Agreed Number (as determined pursuant to paragraph iii below) in a single academic year, provided further that the parties may revisit the Agreed Number at any time during an academic year and may amend the Agreed Number of Teachers to be hired in a particular year by mutual agreement in writing. Teachers hired under this Agreement shall be issued a probationary one year employment contract and governed in accordance with Chapter 21 of the Texas Education Code.

iii.

The Agreed Number of Teachers for hire in a specific academic year shall be determined on the basis of two components: (i) the number of Teachers and (ii) the proposed distribution of grade level (e.g., K-6, 9-12, Pre-

Kindergarten, etc.) and subject matter expertise (English, math, history/social studies, foreign language, Special Education or science) of each of the Teachers. District hereby agrees that it will hire Teachers across the full range of grade levels and subject matters offered by TFA. TFA will use reasonable best efforts to provide Teacher candidates that match the Agreed Number subject to the limitations set forth in section I.A of this Agreement. TFA will use its reasonable best efforts to supply and District will hire up to onehundred (100) Teachers for each academic year under this Agreement. In the event that TFA provides District with a number of Teachers that is lower from the Agreed Number set above, this number of Teachers (Actual Number) will replace the Agreed Number for purposes of determining fees as set forth in section III.A.

Specifically, the parties hereby agree to make reasonable best efforts to ensure that the distribution of Teachers hired under this Agreement is as follows for the 2012-2013 school year:

Elementary/English Language Arts Secondary English ______ Secondary Math _______ Sciences _______ Social Studies _______

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Foreign Languages _______ Special Education ________ Bilingual _________ ESL ________ Elementary General Education

TFA and District will collaborate in the fall of each subsequent year of this Agreement to develop a proposal for the percentage of the number of Teachers that will be hired in a specific grade level and/or subject matter expertise (e.g. 10% Special Education, 35% K-6) in the upcoming academic year. iv. TFA Teachers will be hired for vacancies across the full range of grades and subject matters and not restricted or limited to so-called critical or shortage subjects or grade level vacancies. v. District and TFA will collaborate in good faith to identify individual schools within District appropriate for Teachers. In order to be considered an

appropriate school (a Partner School) for placement of a Teacher, (i) the schools student population must be considered high poverty in that fifty percent or more of the students at the school are receiving free or reduced lunch and (ii) the school must have sufficient vacancies to enable the hiring/placement of at least two Teachers in the same academic year.

B. Hiring Process. i. District and TFA will collaborate in good faith to facilitate the efficient hiring of individual Teachers, in accordance with the Districts established hiring process. ii. District shall use its reasonable best efforts to cause Teachers to be hired by District in a timely manner throughout the spring and summer, provided that the Agreed Number of Teachers are hired no later than two (2) weeks prior to the first day that all District teachers are required to report to their assigned school for the start of the academic year. iii. Subject to its obligations under employment contracts, applicable state and federal law, and District policies, District will offer to the extent available Alternative Assignments to any Teacher who is not assigned by the first day of the academic school year. Alternative Assignment includes, but is not

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limited to substitute teaching positions, Excess Chapter 21 teaching positions, classroom aides or other temporary category of employment available within District to individuals with teaching credentials. The purpose of an alternative employment placement is to enable the individual Teacher to obtain a salary until such time as District can secure an assignment as a fulltime classroom teacher of record.

TFA Responsibilities:

C. Candidate Recruitment and Selection. TFA will recruit, select for participation in the TFA program, and present to the District for employment Teachers from a broad range of academic majors and career fields. TFA will use reasonable best efforts to recruit Teachers from diverse backgrounds. In connection with the foregoing, TFA will not knowingly engage in any unlawful acts of discrimination in its recruiting or selection of candidates. TFA will use its reasonable best efforts to ensure that all TFA Teacher candidates satisfy all District employment eligibility requirements, including passing of all required content and pedagogical standardized tests and submission of required criminal records background checks.

D. Pre-Service Training. Prior to entering the classroom, all Teachers will undergo at no cost to the District, pre-service training at TFA Institutes, which are designed and delivered by the organization in order to prepare Teachers for this work.

E. Highly Qualified Status.

TFA will provide the described pre-service training to

Teachers presented to District for the purpose of ensuring that such Teachers meet the highly qualified teacher requirements set forth in the federal No Child Left Behind Act and applicable state regulations (together, the Requirements). For purposes of this Section E, only those Requirements in effect at the time that the Teacher is offered employment by District will be applicable.

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II. TEACHER PLACEMENT AND PROFESSIONAL DEVELOPMENT COMMITMENTS

District Responsibilities

A. Employment Status. i. Every Teacher employed by District under this Agreement shall be a fulltime Chapter 21 probationary contract employee of District with all of the rights, responsibilities and legal protections attendant to that status and not an employee of TFA. ii. Nothing in this Agreement shall be construed to permit TFA to interfere in the employment relationship between District and an employed Teacher. iii. Nothing in this Agreement shall be construed to permit TFA to function as the representative of any Teacher absent the express written agreement among the parties and the Teacher that TFA may operate in such capacity in a particular circumstance. iv. Nothing in this Agreement shall be construed to imply that an employeremployee relationship exists between TFA and any individual Teacher. v. Nothing in this Agreement shall be construed to make TFA a party to any employment agreement between the District and the Teacher. vi. Nothing in this Agreement shall be construed to imply that any Teacher employed by the District as described in this Agreement is an agent of TFA or has any right or authority to create or assume any obligation of any kind, express or implied, on behalf of TFA or bind TFA in any respect whatsoever. vii. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the Parties. The Teachers are not intended third party beneficiaries of this Agreement.

B. Compensation of Teachers.

District shall provide to every Teacher employed by

District pursuant to this Agreement the same salary and offer the same benefits (including, as applicable, health, dental, vision and retirement) as are provided and offered to other teachers employed by District who are similarly-situated from the

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standpoint of certification status, qualifications, performance, seniority and any other factors routinely used by District in making such decisions.

C. Reductions in Force. Subject to its obligations and rights under District policies and in accordance with applicable municipal, federal and state laws and regulations including but not limited to Chapter 21 of the Texas Education Code, District shall use reasonable efforts not to terminate any employed Teacher from his/her teaching position in the event of a reduction in force (RIF), layoffs leveling or other elimination or consolidation of teaching positions within District. District shall treat any Teacher employed in connection with this Agreement whose teaching position is eliminated at least as favorably as other teachers with the same contract type (i.e., probationary or term), job classification, performance evaluation ratings and criteria, certification status, and/or seniority rights. For the avoidance of doubt, this obligation is limited and controlled by any obligations that the District has under any District policies and applicable municipal, federal, and state laws and regulations including, but not limited to, Chapter 21 of the Texas Education Code.

TFA Responsibilities

D. Professional Development Services. i. All Teachers hired under this Agreement will be required to participate in full-day, to-be-determined, five week training provided by TFA

(Training) at no cost to the District.

This five-week Training will

commence on or around June 1, 2012 and will end on or around July 29, 2012 and repeated thereafter each summer during the term of this Agreement for each relevant academic school year. Each Teacher is required to complete this five-week Training and provide the District proof of completion at least one week prior to the first day of class for each academic year during the term of this Agreement and failure to complete the Training and provide proof of same shall be a material breach of this Agreement and the District shall be entitled to terminate the Teachers employment and recover any fees actually paid to TFA for the Teacher. During the course of the academic year, TFA shall provide, at no cost to the District various professional development services and activities for participating Teachers. Subject to the provisions infra at D (ii), these

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services may include periodic classroom observations by regional program staff, videotaping of instruction with review of instructional technique, coinvestigative discussions to facilitate Teacher capacity for self-reflection and evaluation of instructional practice using student achievement data, and content area/grade-level workshops facilitated by veteran teachers. In addition, TFA shall facilitate Teacher access to an assortment of resources including sample lesson plans, assessments, grade tracking systems, and content area/grade level instructional materials. These professional

development services will be available to all Teachers during their first two years in the classroom. ii. The Dallas Independent District has a legal obligation to maintain the confidentiality and privacy of student records in accordance with

applicable state and federal law and regulations, specifically the Family Educational Rights and Privacy Act (FERPA). TFA may only receive

student information in compliance with the requirements and exceptions outlined in (FERPA). TFA acknowledges that they must comply with

FERPA and any other applicable state and federal laws and regulations and safeguard student information. TFA may not re-disclose the information to a third party without prior written consent from the parent or eligible student. TFA must destroy any student information received from the

Dallas Independent District when no longer needed for the purposes listed in this Agreement. TFA will be provided with the following information:

Access to Student-Identifiable Data.

Subject to the restrictions imposed by

the Family Educational Rights and Privacy Act (FERPA), District hereby acknowledges that in the course of providing the professional development services set forth in section II.D, TFA may receive and collect student data from individual Teachers. Said data may include, among other things,

students first name and last name, district-assigned student identifier, grades, assessment results (including teacher-created assessments, district benchmarks and state standardized tests), and samples of student work. TFA will use such data solely to support the professional development of individual Teachers and will not maintain such data in student-identifiable form beyond the end of the academic year; provided that TFA shall have the right to maintain such data in redacted and/or aggregated form that does not reveal

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the identity of individual students for purposes of (i) assessing the efficacy of TFAs suite of professional development services, (ii)-developing new tools and services for participating Teachers, and (iii) training TFA staff.

E. Credentialing Services. i. TFA shall facilitate the enrollment of individual Teachers in an alternative certification/licensure program that will enable the individual Teacher to obtain appropriate credentials to be a classroom teacher of record. ii. Individual TFA Teachers are responsible for completing all credential requirements such as passage of required standardized tests, remaining in good standing with the alternative certification/licensure program, and paying any costs associated with acquiring and maintaining the

appropriate teaching credential, including required coursework through an alternative licensure program. TFA shall not be responsible for, and shall not be in breach of any provision of this Agreement, in the event of any failure by an individual Teacher to fulfill his/her obligations to maintain his/her teaching credentials.

III.

GENERAL PROVISIONS

A. Fees-for-Service.

District shall pay TFA the following fees for each

Teacher hired under this Agreement: 1. With respect to each Teacher whose employment by District starts at

the beginning of the 2012-2013 academic year, District shall pay TFA an annual amount of $3000.00 for each full-year in which such Teacher is employed by District, for a period not to exceed two years; and 2. With respect to each Teacher whose employment by District starts at

the beginning of the 2013-2014 academic year, District shall pay TFA an annual amount of $3000.00 for each full-year in which such Teacher is employed by District, not to exceed two years; and 3. With respect to each Teacher whose employment by District starts at

the beginning of the 2014-2015 academic year, District shall pay TFA an annual amount of $3000.00 for each full-year in which such Teacher is employed by District, not to exceed two years; and

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4. With respect to each Teacher whose employment by District starts at

the beginning of the 2015-2016 academic year, District shall pay TFA an annual amount of $3000.00 for each full-year in which such Teacher is employed by District, not to exceed two years; and 5. With respect to each Teacher whose employment by District starts at

the beginning of the 2016-2017 academic year, District shall pay TFA an annual amount of $3,000.00 for each full-year in which such Teacher is employed by District, not to exceed two years.

B. Invoicing. TFA will invoice District for all amounts due for each academic year within thirty (30) days of the start of the academic school year. Absent any provision to the contrary the District is not obligated to make any payments to TFA if TFA is in breach or default under this Agreement. The District is

entitled to a refund of any fees paid for a Teacher who for whatever reason fails to complete the full academic year.

C. Term.

The term of this Agreement shall be for the period of five (5) years

from the effective date hereof and shall cover the 2012-2013, 2013-2014, 2014-2015, 2015-2016 and 2016-2017 academic years. There are no renewal rights under this Agreement. Unless otherwise terminated under this

Agreement, this Agreement will expire on June 1, 2017.

D. i. ii.

Termination. This Agreement may be terminated as follows: at any time by mutual written agreement of the Parties; or the District may, without cause, terminate this Agreement at any time upon giving thirty (30) days advance written notice to TFA. If District

terminates this Agreement pursuant to this paragraph, TFA shall have the right to collect and retain payment for services rendered to District through the termination date; or iii. In the event of a substantial failure by a party hereunder to perform in accordance with the terms herein, the other Party may terminate this Agreement upon thirty (30) days written notice of termination setting forth the nature of the failure, provided that said failure is through no fault of the terminating Party. The termination shall not be effective if the

failure is fully cured prior to the end of the thirty (30) day period.

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E. Loss of Funding and Commitment of Current Revenue. District shall have

the continuing right to terminate this Agreement at the end of each fiscal year or end of the special revenue fund or grant during the term of the Agreement with regard to any services to be performed after the end of such fiscal year or end of the special revenue fund or grant, without District incurring any liability to TFA as result of such termination. If District terminates this

Agreement pursuant to this paragraph, TFA shall have the right to collect and retain payment for services rendered to District through termination date.

F. Effect of Termination.

In the event that this Agreement expires or is

terminated by either party, Sections II.A, II.B. and II.D shall survive and will remain in effect until such time as there are no Teachers in their second year of employment in District. Sections III.G. and IV.B shall survive the expiration or termination of this Agreement indefinitely.

G. Indemnification. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TFA SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS DISTRICT, ITS TRUSTEES, OFFICERS, DIRECTORS,

OFFICIALS, VOLUNTEERS, EMPLOYEES, SUCCESSORS AND ASSIGNEES, (COLLECTIVELY, "THE INDEMNIFIED PARTIES"), FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, PENALTIES, AND EXPENSES, INCLUDING ATTORNEY FEES AND COURT COSTS, OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY, TO THE EXTENT DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM ANY NEGLIGENT, WRONGFUL OR TORTIOUS ACT OR OMISSION OF TFA, ANY SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "THE LIABILITIES"). IN THE EVENT OR FAILURE BY TFA TO FULLY PERFORM IN ACCORDANCE WITH THIS

INDEMNIFICATION PARAGRAPH, EACH OF THE INDEMNIFIED PARTIES MAY, AT ITS OPTION, AND WITHOUT RELIEVING TFA OF ITS

OBLIGATIONS HEREUNDER, MAY SO PERFORM, BUT ALL COSTS AND EXPENSES SO INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN

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THAT EVENT SHALL BE REIMBURSED BY TFA TO THE INDEMNIFIED PARTIES, AND ANY COST AND EXPENSES SO INCURRED BY

INDEMNIFIED PARTIES, OR ANY OF THEM SHALL BEAR INTEREST UNTIL REIMBURSED BY TFA, AT THE RATE OF INTEREST PROVIDED TO BE PAID BY THE JUDGMENT UNDER THE LAWS OF THE STATE OF TEXAS. THIS INDEMNIFICATION PARAGRAPH SHALL NOT BE LIMITED TO DAMAGES COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKER'S COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of these indemnification obligations, such legal limitations are made part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification obligations shall continue in full force and effect. It is understood and agreed that this Article is subject to, and expressly limited by, the terms and conditions of the Texas Civ. Prac. & Rem. Code Ann. Sec 130.001 to 130.005, as amended. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoever. H. Amendment /Modification. This Agreement supersedes all prior agreements, written or oral, between TFA and District and shall constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. This Agreement and each of its provisions shall be binding upon the parties and may not be waived, modified, amended or altered except by a written amendment signed by District and TFA. The Agreement between the Parties consists of this Agreement and Exhibit A which Exhibit A is attached hereto and incorporated by reference herein.

I.

Non-Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either party without the prior written consent of the other party, and any such assignment that is not consented to shall be null and void.

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J. Counterparts. This Agreement may be executed in counterparts (including by electronic transmission), each of which shall be deemed an original copy of this Agreement, and which, taken together, shall be deemed to constitute one and the same agreement.

K.

Construction. The headings of sections contained in this Agreement are for convenience only, and they shall not, expressly or by implication, limit, define, extend, or construe the terms or provisions of the sections of this Agreement. genders. Any reference in this Agreement to gender shall include all

The definitions contained in this Agreement are applicable to the Whenever the words

singular as well as the plural forms of such terms.

include, includes or including are used in this Agreement, they shall be deemed to be followed by the words without limitation. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to an particular provision of this Agreement.

L.

Insurance.

TFA, consistent with its status as an independent contractor,

shall carry at least the following insurance in such form, in such companies and in such amounts, unless otherwise specified, as District may require. Such insurance requirements are listed in Exhibit A attached hereto and incorporated by reference herein.

M.

Governing Law.

This Agreement

and all of the rights, obligations of the

parties hereto and all of the terms and conditions hereof shall be , construed , interpreted and applied in accordance with the laws of the State of Texas and the parties agree that venue shall be in Dallas, County Texas.

N.

Severability.

If any term or provision of this Agreement is determined to be

illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement.

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O. Notices. All notices, consents, approvals, demands, requests or other

communications provided for or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given or served when delivered by hand delivery or when deposited in the U.S. mail by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: (1) If to District: [ Name of District Officer ] Dallas Independent District [ Street Address ] Box [ # ] [ City, State Zip ]

With Copies to:

Jack Elrod General Counsel Dallas Independent District 3700 Ross Avenue Box 69 Dallas, Texas 75204

(2) If to TFA:

Tracy-Elizabeth Clay, Esq. General Counsel 300 W. Adams St., Ste. 1000 Chicago, IL 60606

(3) or to such other person or address as may be given in writing by either party to the other in accordance with the aforesaid.

IV.

MISCELLANEOUS PROVISIONS A. Family Code Child Support Certification. By signing this Agreement, the

undersigned certifies as follows: Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this Agreement is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. B. Felony Conviction Notice, Criminal Background Check and Identification Badge (a) Felony Conviction Notice: Education Code 22.0834 TFA shall certify compliance with Texas and Education Commissioners rules

regarding criminal history record review for all employees, applicants

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for employment, agents or subcontractors of TFA. Additionally, TFA

must give advance notice to the District if the person or an owner or operator of the business entity has been convicted of a felony. The

notice must include a general description of the conduct resulting in the conviction of a felony. The District may terminate this Agreement pursuant to Article III.C Termination if the District determines that the person or business entity failed to give notice as required by this paragraph or misrepresented the conduct resulting in the conviction. This paragraph requiring advance notice does not apply to a publicly held corporation. C. Pre-Litigation Mediation. Any claim, dispute or other matter in question

arising out of or related to this Agreement shall be subject to non-binding mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall share the mediator's fee and any filing fees equally, and the mediation shall be held in Dallas, Texas. Agreements reached in mediation must be approved by the Board of Trustees and shall thereafter be enforceable as settlement agreements in any court having jurisdiction thereof. Mediation shall be conducted by a mediator

selected jointly by the District and TFA. Except for injunctive relief, neither party may commence litigation relating to any claim arising under this Agreement without first submitting the claim to Mediation.

D.

Texas Tort Claims Act.

District does not waive any of its immunities from

lawsuit or damages, or both, as provided by the Texas law, as a public institution, whether granted by constitution, common law or statute and nothing contained in this Agreement or any action required of the District by the Agreement shall be interpreted to be such a waiver.

E.

Nondiscriminatory Employment: Agreement, TFA shall fully

In connection with the execution of this comply with District's non-discrimination

requirement cited below. The Dallas Independent District (District), as an equal opportunity

educational provider and employer, does not discriminate on the basis of race, color, religion, sex, national origin, disability, sexual orientation and/or

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age in educational programs or activities that it operates or in employment decisions. The District is required by Title VI and Title VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act, and the Age Discrimination Act of 1975, as amended, as well as Board policy not to discriminate in such a manner. (Not all prohibited bases apply to all programs.) Submittal to District of reasonable evidence of discrimination will be grounds for Termination of the Agreement. This policy does not require the employment of unqualified persons. Sexual harassment of employees or students of the District by TFAs employees or agents is strictly forbidden. Any employee or agent of the TFA who is found to have engaged in such conduct shall be subject to appropriate disciplinary action by the TFA, including dismissal.

F.

Communications With The District:

VENDOR CONTACT WITH DISD BOARD MEMBERS: Dallas ISD Board Policies CHE (LOCAL) and CAA (REGULATION) forbid vendors from contacting Board members individually at any time during the procurement process or during the performance of any contract. Below are excerpts of Board Policy CHE (LOCAL), for General Procurement process, which detail this restriction:

CHE (LOCAL): "Persons conducting commercial business with the District shall refrain from contacting individual members of the Board regarding any aspect of the business. Communications with the Board regarding any aspect of the business shall be in writing and addressed to all Board members." CHE (LOCAL) - Page 1 of 4

"Any person or entity in violation of this policy may have a pending bid or proposal rejected, be barred from receiving future contracts, and/or have an existing contract canceled." - CHE (LOCAL) - Page 2 of 4

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"Conducting business" shall include participation in a pending procurement, the negotiation of any contract, the performance of any contract, the selling of any product, and the performance of any services." CHE (LOCAL) - Page 2 of 4

Dallas ISD Board Policy CHE (LCOAL) may be viewed in its entirety from the following website:

http://www.tasb.org/policy/pol/private/057905/pol.cfm?DisplayPage=CHE(LO CAL).pdf

VENDOR PROHIBITION FROM USE OF FORMER DALLAS ISD EMPLOYEES:

Dallas

ISD

Board

Policies

CHE

(LOCAL)

and

DBD

(LOCAL)

prohibits

contractors from using of former Dallas ISD employees to work on, or have any involvement, in District-related business performed or provided by that contractor for a period of two years, for the Superintendent of Schools, Chiefs, Executive Directors, and Directors or equivalents, and 18 months for all other former employees. Below are excerpts from Board Policies CHE (LOCAL) and DBD (LOCAL), which detail these restrictions:

CHE (LOCAL):

"The District vendors, consultants, and contractors shall not employ any employee or former employee for 18 months after the termination of such employee's employment relationship with the District unless the former employee will not provide services to the District, or work on, or have any involvement, in District-related business of the contractor." - CHE (LOCAL) Page 4 of 4

Dallas ISD Board Policy CHE (LCOAL) may be viewed in its entirety from the following website:

http://www.tasb.org/policy/pol/private/057905/pol.cfm?DisplayPage=CHE(LO CAL).pdf

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"Former

employees,

including

the

Superintendent

of

Schools,

Chiefs,

Executive Directors, and Directors or equivalents thereto shall not make any communication to or appearance before a current committee, Superintendent, principal, or employee of the District before the two-year anniversary of the date the former employee ceased to be the Superintendent of Schools, a Chief, an Executive Director or a Director if the communication is made:

With the intent to influence; or On behalf of any person in connection with any matter on which the former Superintendent of Schools, Chiefs, Executive Directors and/or Directors, seeks action by the District. [See CHE (LOCAL) and CH (LOCAL)]

A person who has been employed as a full-time employee of the District may not perform services for the District for compensation as a vendor or consultant or on behalf of a vendor or consultant for 18 months after the termination of the person's employment relationship with the District. This restriction does not apply to former employees who are hired as classroom teachers, campus based professional employees or campus principals." - DBD (LOCAL) - Page 3 of 4

Dallas ISD Board Policy DBD (LOCAL) may be viewed in its entirety from the following website:

http://www.tasb.org/policy/pol/private/057905/pol.cfm?DisplayPage=DBD(LO CAL).pdf Neither the execution of this Contract by the District nor any other conduct of any representative of the District relating to the Contract shall be considered a waiver of governmental immunities available to the District.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereunto have executed the Agreement on the date first written.

TFA:

District: ____________________ ____________________ ____________________

Dallas Independent District 3700 Ross Avenue Dallas, Texas 75204

FOR TFA

FOR THE DISTRICT By: ____________________________

(PRINT NAME OF REPRESENTATIVE-SEE FOOTNOTE)

By: ______________________________ (PRINT NAME OF PERSON SIGNING FOR TFA) Signature: ______________________
(TFA REPRESENTATIVE SIGNATURE)

Signature: ______________________________
(DISTRICT REPRESENTATIVE SIGNATURE)

Title: __________________________ (TITLE OF TFA REPRESENTATIVE)

Title: ____________________________
(TITLE OF DISTRICT REPRESENTATIVE)

Notary Public: Consultants Attest Subscribed and sworn to before me this __________day of ______________________ By: ______________________________________ (SIGNATURE OF NOTARY PUBLIC)

(Notary Seal) School Attorney: Approved as to form. By:___________________________ (SIGNATURE OF SCHOOL ATTORNEY)

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1 The District Representative per Signature Delegation Memo signs after School Attorney.

EXHIBIT A INSURANCE REQUIREMENTS

Class C - Normal limits moderate construction or service contracts from $25,001 to $100,000 Contract and insurance requirement: Hold Harmless Agreement Contractual Coverage Products and Completed Operations Coverage Waiver of Subrogation District named as additional insured on coverages, except as to professional liability and workers compensation. Workers Compensation Employers Liability person General Liability Bodily Injury & Property Damage Automobile Liability Bodily Injury & accident Property Damage Professional Liability Umbrella Policy $250,000 $1,000,000 per claim $1,000,000 per occurrence $1,000,000 aggregate Not required by TFA Statutory Limits $500,000 per accident/$500,000 per

$500,000 combined single limits/ $1,000,000 aggregate

$250,000 per person/$500,000 per

All Builders Risk

Class D - High limits large construction or service contracts above $100,000 Contract and insurance requirement: Hold Harmless Agreement Contractual Coverage Products and Completed Operations Coverage Waiver of Subrogation District named as additional insured on coverages, except as to professional liability

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and workers compensation. Workers Compensation Employers Liability General Liability Bodily Injury & Property Damage Automobile Liability Bodily Injury & Property Damage Professional Liability Umbrella Policy Statutory Limits $500,000 per accident/$500,000 per person

$1,000,000 combined single limits/ $2,000,000 aggregate

$250,000 per person/$500,000 per accident $250,000 $1,000,000 per claim $1,000,000 per occurrence/ $1,000,000 aggregate Not required by TFA

All Builders Risk

All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specification, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A minus. Liability policies other than professional liability and workers compensation shall be endorsed to provide the following: 1. Name as additional insured the District, its Officials, Agents, and Employees. 2. That such insurance is primary to any other insurance available to the additional insured. 3. All policies shall be endorsed to provide thirty (30) days prior written notice, voluntarily, or cancellation, non-renewal or reduction by endorsement. 4. Should any of the required insurance be provided under a claims-made form, TFA shall maintain such coverage continuously throughout the term of this contract and without lapse, for a period of five years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.

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REQUIRED RISK MANAGEMENT REVIEW DOCUMENT Review of Insurance Requirements for Contracts Date: ____________ Vendor: _________ ______________________________________

Buyer: ________________________ Contract Amount: ______________

Fax #: ____________

Description of Service to be Provided:______________________________________________ _____________________________________________________________________________ _____________________________________________________________________________

General Liability Coverage Automobile Coverage Workers Compensation Professional Errors & Omissions Umbrella Policy Payment/Performance Bond-

Approved Approved Approved Approved

Disapproved Disapproved Disapproved Disapproved Disapproved Disapproved

Approved Approved

Reason(s) for disapproval: ________________________________________ _____________________________________________________________ _____________________________________________________________ _____________________________________________________________ _____________________________________________________________

Completed by: ___________________________

RISK MANAGEMENT DEPARTMENT Phone 214.932.5273 Fax 214.932.5288 latrobinson@dallasisd.org

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