AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND THE BRIDGE OF NORTHEAST FLORIDA, INC.

This Agreement for services is made by and between The School Board of Duval County, Florida, a body politic and corporate, located at 1701 Prudential Drive, Jacksonville, Florida 32207 (DCPS) and The Bridge of Northeast Florida, Inc., a Florida nonprofit corporation, located at 1824 Pearl St, Jacksonville, Florida 32206 (Bridge). WHEREAS, DCPS and the Bridge (collectively known hereafter as the Parties) desire to cooperate in rendering a dropout prevention program and intervention services to students who are overage and at-risk in an innovative public-private collaboration; WHEREAS, in accordance with Florida Statute 1003.53, dropout prevention and academic intervention programs may differ from traditional programs in scheduling, administrative structure, philosophy, curriculum or setting; and WHEREAS, the Parties agree to operate the Schools for the Future Program (hereinafter the Program or Schools for the Future Program) as authorized by Schools for the Future (SFF) in its consent set forth below, in accordance with all requirements and guidelines as may be requested by DCPS throughout the term of this Agreement in order to ensure that the Program is in compliance with all applicable federal, state, and local laws and agency rules, regulations, and guidelines and to insure that DCPS remains entitled to receive maximum funding from the State of Florida for participating in this Agreement; NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, DCPS and the Bridge agree as follows: The Program The Parties will provide a community-based dropout prevention program called Schools for the Future for up to 140 DCPS eligible students. It is the intent of the Parties that the Program be implemented as generally described herein. DCPS shall at all times be responsible for the delivery of curriculum and instruction at the School Location (as hereafter described) at which the Program is implemented, and DCPS shall be responsible for the operations of the School except as expressly set forth in this Agreement to be provided by the Bridge. DCPS shall employ all persons who operate and control the school, including but not limited to the Principal, according to DCPS policies and federal and state legal requirements, except as specifically described in this Agreement. The Principal shall be responsible for the following: supervise and be responsible for the performance of all personnel assigned to the school, prepare and administer the schools budget, monitor the progress of work being benchmarked towards the expectations developed for the school, administer schools student discipline process and develop positive school/community relations and act as liaison between the school and the community. The Bridge shall be responsible for the following: (1) providing its agreement for DCPS to enter the School Location at all times for DCPSs operating the School at the School Location, (2) providing wrap-around support services as follows: Provide funding for afterschool programming for students to earn extra credits towards graduation; Provide training in employment skills and secure summer internships for students, as appropriate; Provide appropriate staff and facilities for summer learning program; Fund and provide the following support staff: (1)one part-time academic coach, (2) two teaching assistants to assist teachers with classroom instruction and (3) one full-time clerical staff; Monitor attendance, emotional and behavioral patterns and communicate with parents regarding support strategies;

Refer parents and students to appropriate community agencies when required; Coordinate and organize parental workshops; and, Fund supplies, incentives and equipment for the Program

The parties understand and agree that the School is not established as a charter school pursuant to s. 1002.33, F.S. Each Partys duties and rights are contingent upon SFFs consent set forth below. For the purpose of this Agreement, eligible students consist of the following persons who are: (1) residents of the district, (2) below the age of 21 years (or below the age of 22 if the student has an IEP), (3) at-risk for dropping out of school, or who have dropped out of school; and (4) considered two (2) or more years overage for grade level at the time the student enrolls in the Program (it being understood that once enrolled the eligible student may stay enrolled, because an object of the Program is to facilitate the overage students making sufficient progress to achieve the students age being appropriate for the students grade level). The Parties expect that eligible students shall receive academic services sufficient to enable them to satisfy DCPS graduation requirements. With respect to the overage criteria for section (4) above, enrollment priority shall be offered to those students who were enrolled in the Program during the 2011-2012 school year in order to maintain continuity of services to this population of students. DCPS staff will use the state of Florida standards in the development and delivery of the curriculum. DCPS will include the Program as Option D in DCPSs Dropout Prevention Plan and designate the Program as an Accelerated Learning Center program in the district Student Progression Plan for 20122013. Students will be administered the same end-of-course assessments used in DCPS high schools. The School shall follow the DCPS calendar unless the Superintendent or designee approves an alternate calendar (with any such approval of an alternative being provided in advance of implementation). Program participants will receive not less than five (5) actual hours of instructional time per day. DCPS will be responsible for operating the Program all times in compliance with the requirements pertaining to the matter commonly referred to as the Class Size Amendment, which is presently codified at Section 1, Article IX of the Florida Constitution and at s. 1003.03, Florida Statutes, together with other related statutes and administrative regulations issued by the FDOE, all as may be amended from time to time. DCPS shall comply with the legal entitlements of special students identified as Exceptional pursuant to the Individuals with Disabilities Education Improvement Act (IDEIA) and Section 504 of the Rehabilitation Act of 1973. A minimum of one Exception Student Education (ESE) certified teacher shall be required to develop, implement and determine mastery of the Individualized Educational Plan (IEP) goals for the students identified as exceptional, to participate in admission and exiting conferences, IEP preparation and staffing, and maintaining ESE compliance for exceptional education students. DCPS will serve those students in the Program who are of limited proficiency in English by English to Speakers of Other Languages (ESOL) certified personnel who will follow DCPSs plan for ELLs. CONFIDENTIALITY; COMPLIANCE WITH STUDENT PRIVACY LAWS The Family Educational Rights and Privacy Act FERPA (20 U.S.C. 1232g and 34 CFR Part 99) permits DCPS to disclose personally identifiable information relating to students to other school officials. 2

For the purposes of this Agreement, DCPS has determined that the Bridge is considered other school officials and as such, DCPS shall disclose personally identifiable student information to the Bridge as it determines is necessary for the delivery of the outcomes to this Agreement. DCPS shall require the Bridge to comply fully with FERPA and all other applicable laws and regulations governing student privacy as it relates to the Program and the performance of the services provided pursuant to this Agreement. The Bridge shall utilize personally identifiable student information provided by DCPS for the Program, as described herein, and for no other reason. Neither party shall release any student record data to any other third party without the express consent of the districts Office of Instructional Research and Accountability. Failure to comply with this redisclosure provision shall result in DCPSs inability to provide student data to the Bridge, for a period of not less than five years. The Bridge agrees that all personal information relating to any participating student or parent received from DCPS under this Agreement shall remain confidential and not be disclosed to any third party without the prior written consent of such students parents or legal guardian. The Bridge acknowledges and agrees that DCPS shall make the final determination whether personally identifiable information is necessary to achieve the Agreement deliverables or if aggregate data is sufficient. DCPS will take reasonable and appropriate measures to reduce the risk of unauthorized disclosure of personally identifiable information by the Bridge. Upon expiration of the Agreement, but not later than August 15, 2013, the Bridge shall destroy all personally identifiable information received from the District pursuant to this Agreement. This date may be modified by DCPS if the Agreement is extended upon the mutual agreement of the Parties (which later date may include, but not be limited to, a specified time after the date an eligible student leaves the Program). In the event that DCPS is required to furnish information or records pursuant to the Florida Public Records laws, the Bridge shall furnish such information and records to DCPS, and DCPS shall have the right to release such information and records. BACKGROUND SCREENINGS All DCPS and Bridge employees, appointees, or agents who come into contact with students as part of the Program must submit to a background check, in a manner prescribed by DCPS (which manner is required by section 1012.467, Florida Statutes). Any non-DCPS personnel associated with the Program will be screened at their employers expense. The Bridge shall not permit persons to provide services to students under this Agreement if any such person does not meet the standards under Florida law and the DCPS hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. ADMINISTRATIVE AND INSTRUCTIONAL STAFF The administrative and instructional staff of the Program shall be DCPS employees. DCPS and the Program shall at all times comply with the policies of its governing Board and any applicable Collective Bargaining Agreements regarding all employment matters, to include but is not limited to, hiring, staffing, transfer, dismissal, working conditions and compensation for its employees. DCPS shall employ the Programs data entry operator and guidance counselor, and DCPS shall be responsible for ensuring these employees training and compliance with the operation of the Genesis Student Information System. 3

All Program teachers will be DCPS employees and must meet the certification requirements as set forth in chapter 6A-4 of the State Board of Education rules and assigned classes in accordance with the Florida Course Code Directory. All Program teachers will be DCPS employees and must be qualified in a manner prescribed by the DCPS to teach limited English proficient students. DCPS shall provide properly credentialed substitute teachers for permanent instructional personnel who are temporarily absent due to illness or personal reason, and the cost of said substitutes shall be borne by DCPS. STUDENT EVALUATION DCPS Program staff shall conduct an academic assessment of each student upon intake. The results of this assessment combined with the students previous class schedule and educational goals shall determine the instructional strategies employed while the student is enrolled in the Program. DCPS and the Bridge shall collaborate regarding the design of the enrolling students schedule outlining a course of study that the student is to follow; however, the decision of the DCPS Principal shall be final. The parties shall use the DCPS course matrices and all courses offered must lead toward a standard high school diploma. A standard 24 or 26 credit diploma as outlined in the DCPS Student Progression Plan as, incorporated by reference and as may be amended by DCPS, is available for all students. For exceptional education students, the ESE teacher shall modify the curriculum as stated on the students IEP, when appropriate. Subsequent to the review of academic history, DCPS and the Bridge shall develop for each non-ESE student, an Academic Intervention Plan (AIP) that shall identify the academic needs of the student stated as short term and long term academic goals. The AIP shall be reviewed and revised with the student participating on regularly scheduled intervals. Notwithstanding the foregoing, the decision of the DCPS Principal shall be final. DCPS Program staff shall deliver appropriate instruction to prepare students for taking FCAT, end of course examinations, and other district-wide mandated assessments, which assessments shall be administered on site according to DCPS testing protocols. The Program shall at all times comply with all local, state, and federal, rules, policies, and regulations in the administration of FCAT, end-of-course examinations, and any and all district-wide mandating testing of students. DCPS Program staff shall maintain individual achievement records in a form prescribed by the DCPS for each student. Included therein must be a record specifying which competencies have been mastered, the date on which mastery was achieved, and the signature of the certified teacher verifying mastery. The Bridge shall provide a quiet, private room at the School Location for DCPS-sponsored psychological evaluations and ESE and/or ESOL staffings. ATTENDANCE AND MEMBERSHIP Program staff will be responsible for complying with the DCPS attendance policy as described in the DCPS Code of Student Conduct, incorporated by reference and as amended by DCPS, in order to prevent truancy and promote school attendance. Program staff are required to take attendance daily and forward information to the appropriate DCPS designee as set forth in this Agreement.

Attendance reports must be transmitted according to DCPS procedures on a daily basis. This report shall also include any students who arrived tardy. Attendance records will be maintained by the DCPS, which includes but is not limited to designated student attendance cards which reflect homeroom (once a day), attendance status and the Teachers roll books which reflect attendance in each class period on the students schedule until such time as Program staff are authorized by the DCPS to dispose of said records, or until the expiration of this Agreement when all such records shall be surrendered to the DCPS. All student records, data, and information, including student attendance, pertaining to Schools for the Future program students will be the property of DCPS, and during the term of this Agreement such records will be physically housed and processed at the School Location at 1824 Pearl Street, Jacksonville, Florida 32206. Schools for the Future Programs full time equivalent membership shall be counted during the official FTE survey weeks in October and February. A student is in membership when he/she is officially assigned (not withdrawn) to a course or program by the DCPS. To be reported for funding, each student must be enrolled and scheduled appropriately in the state automated data system. All course identification must be accurate such as state approved course number, section number, period number, days per week and class minutes. DCPS shall be responsible for the FTE survey weeks and establishing the FTEs. The student must be in attendance at least one day during the FTE survey week or one of the six days/classes preceding the survey period. Survey periods occur in October and February. The presence, absence, or tardiness of each student shall be checked, each day, and recorded daily in the Automated Student Attendance Record-keeping System. To comply with the rules, a pupil is in attendance if actually present at the school site or away from school on an approved field trip. DCPS Program staff shall prepare and maintain records relating to the students and the Program in accordance with DCPS daily quality record requirements to include demographic data, test scores, discipline records, attendance, withdrawal (leave) code documentation and all other appropriate and required information for students, teachers, and the school site, and input such information in an appropriately timely, accurate and complete manner into the Genesis information system. The Bridge and DCPS shall have joint access to copies of student administrative and educational records in order to effectively participate in this Agreement. The Bridge agrees to provide DCPS access to all student, administrative, educational and financial records required to monitor and evaluate the effectiveness of the Schools for the Future Program. The Bridge agrees to allow DCPS access to all facilities, including classrooms, at the School Location (whether during regular business hours or otherwise necessary for DCPS to implement its obligations under this Agreement). TRANSPORTATION Transportation to the Schools for the Future program sites will be provided by the Bridge at the same level of safety as provided by DCPS for its other schools, pursuant to Chapters 1006 and 1012, Florida Statutes and 6A-3, FAC, and the Duval County School Board policies regarding transportation of students. All school buses used to transport students to and from the program shall meet the requirements set forth in 1006.25, Florida Statutes. All school buses performing transportation to school and back to home each day shall be required to be inspected through the DCPS Transportation program and all drivers shall be certified through the DCPS School Bus Driver certification program. The Bridge shall require that this requirement be included in any subcontractor agreement related to transportation of DCPS students to the program, and the subcontractors are subject to the insurance and indemnification requirements established in this Agreement.

FOOD SERVICES The Bridge shall provide any and all necessary kitchen facility improvements necessary to operate the food services program, as determined by DCPS staff, and such improvements shall be made by the Bridge prior to the first day of school for the 2012-2013 school year. All reasonable efforts shall be made by DCPS to allow the Bridge to utilize existing equipment for the Program. DCPS shall make available repurposed food service equipments for sale to the Bridge at reduced costs through is property auction program. The Bridge shall be responsible for all permitting requirements through the City of Jacksonville in connection with the food services program and shall be solely responsible for funding all facility improvements. MEDIA Schools for the Future program shall implement and comply with all DCPS policies and procedures, including but not limited to the DCPS media policy. OBLIGATIONS OF DCPS In addition to the obligations of DCPS otherwise set forth herein, DCPS agrees to: That the School Board of Duval County, Florida, shall serve as the governing body and through the Superintendent the DCPS administration shall provide oversight of the School. Select a principal for the School and invest the principal with the necessary authority to lead new school development and hire teachers and staff in accordance with district policy. Engage district administrators and community members in planning for the Program where appropriate. Collaborate with community agencies for mentoring services, where appropriate. Allocate per student FTE for the efficient operation of the Program, according to the Florida Education Finance Program that the Program qualifies for and in accordance with District protocols. Support the Bridges food service program for the Program through DCPSs contract with Chartwells. DCPS and Chartwells will retain day to day operational control of the food service program at the Program. All meal reimbursements received for the Program in cash, federal reimbursement or grant funding so designated for meal service for Program students shall be handled by Chartwells on behalf of DCPS. Select eligible students for participation in the Schools for the Future program according to the eligible student criteria set forth in this Agreement. Provide teacher laptops and district connection to student information and business services programs. Provide and ensure that all online or internet connections meet the requirements of Public Law 109-554, commonly known as the Childrens Internet Protection Act. Monitor the preparation and maintenance of record requirements to include demographic data, test scores, discipline records, attendance, lesson planning, grade reporting and recording, and other appropriate or required information. Monitor the performance and services provided by the Bridge in accordance with performance standards outlined in this Agreement. 6

Provide the curriculum and materials (e.g., textbook, instructional materials, technology and blended learning support including computer devices, etc.) necessary to administer the education component of the Program. OBLIGATIONS OF THE BRIDGE In addition to the obligations of the Bridge otherwise set forth herein, the Bridge agrees to: Provide input to DCPS regarding the selection of the principal assigned to the Program. Ensure that the School Location provided to DCPS complies with the standard requirements as specified for the programmed use, as determined in the Florida Building Code, Duval County Edition or latest edition, Americans with Disabilities Act (Guidelines) and the National Fire Protection Association (NFPA) 101 Life Safety Code 1997, 7th edition (or latest edition, especially these items as they are depicted in said codes) to house the Program, including instructional and administrative space, alarm service, insurance, utilities, janitorial services, building maintenance, pest control, cleaning products & supplies, telephone service, and security. Prior to the Programs implementation, request and receive the required federal, state or local inspections and, if required, remodel, renovate or correct any cited deficiencies to bring the School Location into compliance with the governing laws and ordinances or any federal, state or local agency with jurisdiction regarding minimum life safety codes, Florida building codes, the Florida Fire Prevention Code and other codes related to safety. Comply with all applicable Florida Statutes or local agency requirements that have jurisdiction for inspection of the School Location and issuance of the facilitys certificate of occupancy. Maintain current sanitation and health certificates and submit to annual fire inspections for all buildings of the School Location used as part of the Program. Provide business support including personnel, copying costs, postage, paper and toner. Hire and supervise all social workers and staff for the wrap-around support services, extended learning, clerical, paraprofessional, kitchen, security, technology, and custodial services. Assist in student referral and selection. Comply with DCPS media policy regarding the Program. Provide attendance support services and follow-up, assist with post-secondary planning for students, connect students to external support agencies, as appropriate, and provide individual and small group support classes. Communicate regularly with instructional staff & parents. Provide tutors for after-school and extended year (including summer) support of students' continuing learning. Connect students to postsecondary institutions, employers, and community groups and individuals for exploratory, dual enrollment college courses, internships, and community service learning.

COMPENSATION It is agreed that DCPS will act as the agency through which all funds will pass through for the Program. Payment to the Bridge will be based upon the number of students enrolled and reported as of the FTE survey week(s), at a rate of $3,814 per student per year, up to a maximum of 120 enrolled students. It is understood and agreed to by the parties, that DCPS shall be permitted to enroll up to 140 students during the Agreement term, however payment (FTE or otherwise) shall only be made for up to a maximum of 120 enrolled students during the FTE count as provided herein. The parties agree to adjust this amount to coincide with any adjustments made by DCPS as a result of increases or decreases based on new calculations provided by the State through the Florida Education Finance Program. Notwithstanding anything to the contrary herein, the student enrollment shall be limited by any requirements of the jurisdictional agency for the School Location certificate of occupancy The Bridge will receive ten (10) monthly payments from DCPS. The projected annual payment amount will be based upon the number of students in the Program, up to a maximum of 120 enrolled students, with adjustments at each district FTE survey period (October, February). The first payment will be made on or about August 10, 2012, then every tenth business day of the month thereafter through May 30, 2013. Any adjustments required by survey period ten day count will be reconciled with the October 2012 payment, the October FTE will be reconciled with the December, 2012 payment, and any adjustments based on the February, 2013 FTE will be reconciled with the May, 2013 payment. The Bridge shall maintain all financial records related to the educational component of the Program for at least three (3) years after performance for purposes of an audit. DCPS, at its option, may desire to account for funds paid to the Bridge through an independent audit at the DCPSs expense. If the DCPS elects to exercise this option, the Superintendent of Schools shall give the Bridge ten (10) calendar days prior notice. The Bridge shall cooperate with the DCPSs employees, appointees, and/or agents as they attend to their assigned task. Upon development of a final report, the Bridge shall be given twenty (20) calendar days to react and draft a response which shall be included in the report to the DCPS. CERTIFICATION REGARDING DEBARMENT, NON-COLLUSION AND PUBLIC ENTITY CRIMES. The Bridge individually warrants that it (a) has not been placed on the convicted vendor list following a conviction for a public entity crime in the last thirty-six months, (b) is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded by any federal department or agency; and (c) shall execute a non-collusion affidavit and any additional forms that may be required for these representations, or otherwise required for accepting federal funds. REPORTS AND EVALUATIONS For financial reports, the Bridge shall comply with the following: (1) submit to DCPS on or before September 1 its most recent financial statement of its assets and liabilities (note: DCPS will accept an unaudited version; however, an audited version, compliant with GASB 34, must be provided no later than 90 days after the conclusion of the Bridges fiscal year); (2) submit, at its cost, an annual audit of its financial records performed by an independent CPA firm, due to DCPS by September 30th after its yearend closing; and (3) provide all financial records including invoices and check copies, at its cost, relating to State or Federal funds received by DCPS on a quarterly basis. The Bridge understands and agrees that such financial reports may be a public document and authorizes DCPS to release the statement as a part of this Agreement. 8

The Bridge will maintain and retain throughout the term of this Agreement and for a period of at least three (3) years after an audit, financial information that indicates utilization of funds received from DCPS and shall and shall make available and permit DCPS, or its designee, to examine, inspect and have access to all such books, records, papers and other documentation or evidence at all reasonable times during the Term of this Agreement and for a period of three (3) years thereafter. The Bridge shall, prepare and timely deliver all audits reports as may be reasonably requested by DCPS or required by applicable federal, state and local law. DCPS shall collect all such audit reports, including those required to be prepared by each Sub-Recipient of federal funds, and ensure that all such audit reports are in compliance with all applicable federal, state and local laws, including OMB Circular A-133. In the event that any such audit report is deficient in any manner, DCPS shall coordinate with the SubRecipient to timely take such corrective actions as may be necessary. DCPS and the Bridge agree to jointly develop and submit an annual report of each year of implementation, starting with the end of the first year of implementation. The annual report must contain basic demographic data, attendance rates, enrollment data, and achievement data on all participating students. Student achievement data shall include, but not be limited to, the number of credits earned by students, the number of credits earned per student, the number of students participating in the Program, and the number of graduates exiting the Program. These data must be sufficient to allow judgment of the Program effectiveness in achieving its stated objectives. This annual report is due on or before June 22, 2013, and shall be in a format previously approved by DCPS. DCPS reserves the right to conduct its own evaluation of this project at any time to verify effectiveness. After establishing the eligible students baseline data from the students transfer to the School, DCPSs comparative review may include but not be limited to the following concerning the enrolled students: (1) academic achievement of individual students, including learning gains and progress to closing the students gap between age and grade level; (2) the percent of grade 12 students who graduate with a standard or special diploma based on state student progression plan requirements for standard and ESE students; (3) attendance; and (4) behavior (e.g., referrals). The School shall target a SIR of Maintaining or better (e.g., Improving) as calculated by the FDOE for each school year. If the School does not receive a SIR from the FDOE, the Schools student performance will be calculated by DCPS in a manner reasonably commensurate with the foregoing school performance grade designations in accordance with the guidelines as established by FDOE. DCPS and the Bridge intend to utilize the results of the evaluations and written reports as part of the criteria for continuation or termination of future participation in the Program. The parties understand and agree that such reports are public records pursuant to Florida law. TERM OF AGREEMENT The term of this Agreement shall be from July 1, 2012 through June 30, 2013, provided any expenditure under this Agreement shall be made from current revenues only. This Agreement may be terminated prior to the expiration of the term by either party as provided in the Termination section of this Agreement. DISPUTE RESOLUTION In cases of conflicts concerning philosophies or approaches to be used in the Program, a solution shall be sought through communication between the DCPS Program administrator, the Bridges designee and the Superintendents designee (unless designed otherwise, the School principal). If it is impossible to achieve a solution to the problem at these levels, the appropriate Program administrator, the Bridges designee and the Superintendents designee shall arrive at a mutual decision. 9

The foregoing dispute resolution process shall not be a condition precedent to the notice of default and termination process set forth in the section titled Termination; Remedies below. RELATIONSHIP OF THE PARTIES It is understood and agreed that the Bridge is an independent contractor to DCPS and that neither it nor any employees or agents contracted by this institution shall be deemed for any purposes to be employees (paid or volunteer) or agents of DCPS. This Agreement does not create a joint venture or business partnership under Florida law. The Bridge assumes full responsibility for the actions of such personnel and volunteers while performing any services incident to the Agreement and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), workers compensation, benefits and like requirements and obligations. In no event shall any party be responsible or liable to the other parties for any action or inaction of its respective officials, agents, administrators, employees, volunteers and students. INSURANCE The Bridge agrees to provide and maintain during the term of this Agreement insurance in the types amounts required by DCPS according to the requirements of Exhibit 1. INDEMNIFICATION The Bridge shall indemnify, hold harmless, and defend the DCPS, Board members, officers, employees, agents and volunteers or representatives against any claim, action, loss, damage, injury, (whether corporeal or mental) to persons, including death, or damage to property (and including reasonable attorneys fees and costs incurred by DCPS), arising out of or incidental to (i) the Bridges performance of this Agreement or work performed hereunder by the Bridge or any omission thereof by the Bridge; (ii) the Bridges breach of this Agreement; or (iii) the Bridges non-compliance with law; with the foregoing excluding only the sole negligence of DCPS. In any and all claims against DCPS, its Board members, employees, agents and representatives by any employee of the Bridge or its subcontractor, anyone directly employed by the Bridge or its subcontractor, indemnification under this Agreement shall not be limited in any way by any limitation (except as may be limited by s. 768.28, F.S.) on the amount or type of damages, compensation or benefits payable by or for the Bridge or any of its subcontractors under the Worker's Compensation Acts, Disability Benefits Acts or any other employee benefit act. The indemnification of DCPS shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise, and this indemnification obligation shall not be diminished or limited in any way to the total limits of insurance required in this Agreement or otherwise available to the Bridge or its subcontractor. In addition, the Bridge shall indemnify, defend and protect, and hold DCPS harmless against all claims and actions including attorneys' fees and costs, brought against DCPS by reason of any actual or alleged infringement of patent or other proprietary rights by the Bridge in any material, process, machine or appliance used by the Bridge. The Bridges indemnity obligations in this Agreement shall survive the expiration or termination of this Agreement. DCPS is governed by and limited to the provisions of s. 768.28, F.S. NO WAIVER No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of such breach.

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RIGHT IN PROPERTY All title to the Bridges School Location, supplies, equipment furniture, and records shall remain the sole property of the Bridge. All title to equipment purchased with public funds pursuant to this Agreement and DCPS furnished supplies; equipment, furniture, materials and/or textbooks shall remain the sole property of DCPS and shall be tagged in accordance with DCPS inventory requirements. All student records shall be the property of DCPS. The Bridge shall not be permitted the placing of any liens (statutory, judgment, or otherwise) on the property of DCPS. TERMINATION; REMEDIES The Agreement may be terminated prior to expiration of the term as follows:

1.

2.

3.

By DCPS, for convenience, upon fifteen (15) days prior written notice to the other party or parties. The right to terminate for convenience is reserved to the DCPS it being understood that the DCPSs payments under the Agreement form the consideration for such termination for convenience not being available to the other parties. However, notwithstanding the foregoing, all parties shall continue to thereafter be responsible for all obligations or liabilities that were due or occurred prior to such termination. Immediately, by either party, hereto, upon a breach of the terms of this Agreement, not related to student safety, after first giving the other party written notice of the breach and permitting the other party twenty (20) calendar days to remedy said breach. DCPS shall determine compliance on any such breach related to the safety and instruction of DCPS students in compliance with all applicable laws and Board policy. Immediately by the DCSB for non-appropriation of funds or any breach related to student health, safety, or welfare. Notwithstanding anything in this Agreement to the contrary, all obligations of the Board herein are conditioned upon: (1) the prior receipt by the School Board of, and authorization to expend, such funds from the applicable federal, state or local sources; and (2) the appropriation of such funds by the Board. In the event any of the foregoing prerequisite events do not occur, then this Agreement shall automatically terminate, and thereafter, the Parties shall have no further rights, obligations or liabilities under this Agreement. NOTICES

Any notice required to be given under the provisions to this Agreement shall be in writing and shall be duly served when it shall be hand delivered to the addresses set out below, or shall have been deposited, duly registered or certified, return receipt requested, in a United States Post Office Addressed, or via overnight delivery, to the party at the following addresses: To: DCPS The School Board of Duval County, Florida Attn: W. E. Pratt-Dannals, Superintendent of Schools 1701 Prudential Drive Jacksonville, FL 32207 Phone: (904) 390-2115 Dana Kriznar, Executive Director, Multiple Pathways and Support Services 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2479 The Bridge of Northeast Florida Attn: Davilu Parrish, Chief Executive Officer 11

With a copy to:

To:

BRIDGE

1824 Pearl Street Jacksonville, FL 32206 Phone: (904) 354-7799 Any party may designate a different address by giving the other party ten (10) days prior written notice in the manner provided above. NO ASSIGNMENT No assignment of this Agreement or of any duty or obligation or performance or payment hereunder, shall be made by either party, in whole or in part, without the prior written consent of the other party in their sole and absolute discretion. SECTION HEADINGS 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. GOVERNING LAW This Agreement is made in Florida and shall be construed, interpreted, and governed by the laws of such state. The parties irrevocably consent to the sole and exclusive jurisdiction and venue of the state courts of Duval County, Florida for any action under this Agreement. NO THIRD PARTY BENEFICIARIES Nothing in this Agreement shall be deemed or construed to create any third party beneficiaries or otherwise give any third party any claim or right of action against any party. COMPLETE UNDERSTANDING This Agreement shall constitute the complete understanding of the Bridge and DCPS, and may not be modified in any manner without the express written consent of both parties. TRIPLICATE AGREEMENTS; COUNTERPART SIGNATURES This Agreement shall be executed in three (3) counterparts and may be executed via facsimile signature, each of which shall have the full force and effect of an original Agreement, and each of which shall constitute but one and the same instrument. AUTHORITY Each person signing this Agreement on behalf of each party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.

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IN WITNESS THEREOF, the parties have executed this Agreement to be effective on July 1, 2012. ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA

BY: W. E. Pratt-Dannals Superintendent of Schools and Ex-Officio secretary to the Board Form Approved: By:____________________________ Office of General Counsel Witnesses: THE BRIDGE OF NORTHEAST FLORIDA, INC. By:__________________________ Davalu Parrish, President Betty Seabrook Burney, Chairman

Approved by Board on June 21, 2012

By:____________________________ Name:_________________________ By:____________________________ Name:_________________________

Consent of Schools for the Future To enable DCPS and the Bridge (the Parties) to enter into this Agreement, Schools for the Future consents to the Agreement on the terms and conditions set forth above, and any renewals or modifications of same. Schools for the Future acknowledges and agrees that the Parties are relying this consent to the Agreement. Unless otherwise agreed by the Parties, Schools for the Futures sole involvement and engagement in the Program shall be its provision of the following to the Parties: (1) consent to the Parties to utilize the name Schools for the Future; (2) to the extent any student information is shared with Schools for the Future, that Schools for the Future will comply with all requirements set forth in the section titled Confidentiality; Compliance with Student Privacy Laws above; and (3) participation in preparing and supporting (including but not limited to signing any required consents) any grant applications prepared by either Party for the Program. Schools for the Future represents and warrants that is has full authority to execute this Consent without the joinder or consent of any party (or if such consent is required, that Schools for the Future has secured same). Schools for the Future By:____________________________ Name:__________________________
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Title:_________________________
G:\SHARED\Chastain\SchoolBoard\SFF\Schools for the Future 20122013vKCv6.doc

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EXHIBIT 1 Insurance Requirements A. REQUIRED INSURANCE. Without limiting any of the other obligations or liabilities of the vendor/contractor, the vendor/contractor shall (and shall also require of any of its subcontractors), at their sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of this Agreement by DCSB and shall be maintained in force throughout the term of this Agreement. 1. Workers Compensation/Employers Liability: The Workers Compensation and Employers Liability insurance provided by the vendor/contractor shall conform to the requirements set forth herein. a. The vendor/contractor insurance shall cover the vendor/contractor (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub-subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive the insurers right to subrogate against DCSB, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with DCSB, and its members, officials, officers and employees scheduled thereon. c. Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The minimum amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall be: $1,000,000 $1,000,000 $1,000,000 Each Accident Disease - Each Employee Disease - Policy Limit

d. The vendor/contractor s may be relived of providing Workers Compensation coverage provided an exemption form is submitted from the State of Florida Division of Workers Compensation stating the vendor/contractor is exempt from the insurance requirement under F.S. 440.

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2.

Commercial General Liability. The Commercial General Liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/contractors insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under this Agreement. (1) The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. (2) The coverage may include restrictive endorsements which exclude coverage for liability arising out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead. b. The minimum limits to be maintained by the vendor/contractor (inclusive of any amounts provided by an umbrella or excess policy) shall be: $1,000,000 $1,000,000 $1,000,000 $1,000,000 General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence

c. The vendor/contractor shall include DCSB and the DCSBs members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding DCSB and the DCSBs members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services Office. d. Except with respect to coverage for property damage liability, or as otherwise specifically authorized in this Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The vendor/contractor shall pay on behalf of DCSB or the DCSBs member, official, officer or employee any such deductible or self-insured retention applicable to a claim against DCSB or the DCSBs member, official, officer or employee for which the DCSB or the DCSBs member, official, officer or employee is insured as an additional insured. 3. Business Auto Liability. The automobile liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/contractors insurance shall cover the vendor/contractor for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in 16

the State of Florida by ISO without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, nonowned and hired autos used in connection with this Agreement. b. The DCSB and the DCSBs members, officials, officers and employees shall be included as additional insureds in a manner no more restrictive than that which would be afforded by designating the DCSB and the DCSBs members, officials, officers and employees as additional insureds on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. c. The minimum limits to be maintained by the vendor/contractor (inclusive of any amounts provided by an umbrella or excess policy) shall be: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined 4. Professional Liability. The professional liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The professional liability insurance shall be on a form acceptable to the DCSB and shall apply to those claims which arise out of Services performed by or on behalf of the vendor/contractor pursuant to this Agreement which are first reported to the vendor/contractor within four years after the expiration or termination of this Agreement. If the insurance maintained by the vendor/contractor also applies to services other than Services under this Agreement, the minimum limits of insurance maintained by the vendor/contractor shall be $1,000,000 per claim/annual aggregate. If the insurance maintained by the vendor/contractor applies exclusively to the Services under this Agreement, the minimum limits of insurance maintained by the vendor/contractor shall be $1,000,000 per claim/annual aggregate. Except as otherwise specifically authorized in this Agreement, the insurance may be subject to a deductible not to exceed $15,000 per claim. The vendor/contractor shall maintain the professional liability insurance until the end of the term of this Agreement. Through the use of an extended discovery period or otherwise, the insurance shall apply to those claims which arise out of professional services, prior to the expiration or termination of this Agreement which are reported to the vendor/contractor or the insurer within four years after the expiration or termination of this Agreement .

b.

c. d.

B.

EVIDENCE OF INSURANCE. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of this Agreement by DCSB and shall be maintained in force throughout the term of this Agreement. The vendor/contractor shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers Compensation and Employers Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the vendor/contractor shall furnish DCSB with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) or other evidence satisfactory to DCSB, signed by an authorized 17

representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers Compensation/Employers Liability contains a waiver of subrogation in favor of DCSB, identify this Agreement, and provide that DCSB shall be given no less than thirty (30) days written notice prior to cancellation. 2. As evidence of the required Additional Insured status for DCSB on the Commercial General Liability insurance, the vendor/contractor shall furnish DCSB with: a. A fully completed satisfactory Certificate of Insurance, and a copy of the actual additional insured endorsement as issued on the policy, signed by an authorized representative of the insurer(s) verifying inclusion of DCSB and the DCSBs members, officials, officers and employees as Additional Insureds in the Commercial General Liability coverage. An original copy of the policy (or policies).

b. 3.

Until such time as the insurance is no longer required to be maintained by the vendor/contractor as set forth in this Agreement, the vendor/contractor shall provide DCSB with renewal or replacement evidence of the insurance in the manner heretofore described no less than thirty (30) days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. Notwithstanding the prior submission of a Certificate of Insurance, copy of endorsement, or other evidence initially acceptable to DCSB, if requested by DCSB, the vendor/contractor shall, within thirty (30) days after receipt of a written request from DCSB, provide DCSB with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The vendor/contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under this Agreement.

4.

C. INSURERS QUALIFICATIONS/REQUIREMENTS: 1. a. b. Insurers providing the insurance required by this Agreement for the vendor/contractor must either be:

Authorized by a subsisting certificate of authority issued by the State of Florida to transact insurance in the State of Florida, or An eligible surplus lines insurer under Florida Statutes. (Except with respect to coverage for the liability imposed by the Florida Workers Compensation Act). 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Bests Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. If, during the period when an insurer is providing the insurance required by this Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the vendor/contractor has knowledge of any such failure; the vendor/contractor shall immediately notify DCSB and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the vendor/contractor has replaced the unacceptable insurer with an insurer acceptable to DCSB, the vendor/contractor shall be in default of this Agreement. 18

3.

4.

Primary and Non-Contributory. The insurance provided by the vendor/contractor pursuant to this Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by DCSB or the DCSBs member, official, officer or employee. Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the, vendor/contractor or its Subcontractors or Subsubcontractors, employees or agents to DCSB or others. Any remedy provided to DCSB or the DCSBs members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise.

5.

D.

DCSB Approval: Neither approval by DCSB nor failure to disapprove the insurance furnished by the vendor/contractor shall relieve the vendor/contractor of the vendor/contractors full responsibility to provide the insurance as required by this agreement.

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