EDUCATIONAL PROFESSIONAL SERVICES AGREEMENT This Agreement (?Agreement?), effective as of September 1, 2017 (the ?Effective Date?) is entered into by and between Teach For America, Inc. (?Teach For America?) a not?for?pro?t corporation incorporated under the laws of Connecticut, authorized to transact business in Florida, and headquartered at 25 Broadway, 12th Floor, New York, New York 10004 and The School Board of Duval County, Florida, 170] Prudential Drive, Jacksonville, Florida 32207 (?School District?) a body politic and corporate, (each individually ?a Party? and collectively ?the Parties?), and sets forth certain terms, conditions and principles pursuant to which Teach For America agrees to provide educational professional services to the School District. RECITALS WHEREAS, Teach For America 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 speci?cally equipped to enhance student achievement in under-resourced school systems; WHEREAS, Teach For America alumni are a nationally recognized source of human capital for educational leadership opportunities within public school systems and partner educational organizations; WHEREAS, the parties previously entered into that certain Educational Professional Services Agreement between the parties dated on or about March 5, 2014 (the ?Prior Agreement?), and as of the Effective Date of this Agreement, the parties seek to enter into this Agreement to replace the agreements and understandings set forth in the Prior Agreement; WHEREAS, School District seeks to retain existing Teach For America teachers who are trained to lead students to academic achievement and to equip said teachers with ongoing professional development and support for the 2017-2018 academic year; and WHEREAS, this Agreement provides for the School District?s payment for Teach For America?s professional development services; it being understood that Teach For America is receiving donations from third parties Quality Education for All, and other donors) to fund the approximate ninety-five percent of the balance necessary for Teach For America to implement its program; WHEREAS, School District is authorized to enter into this Agreement pursuant to Rule F.A.C. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, School District and Teach For America agree as follows: I. RECITALS. The recitals set forth above are true and correct and incorporated 1 herein by this reference. TEACHER CANDIDATE RETENTION. The parties agree that the purpose of this Agreement is that Teach For America will fully, timely, and continuously provide the following services to the School District (collectively, the ?Services?) in a manner consistent with this Agreement: A. Highly Quali?ed Status. Pursuant to the Prior Agreement, Teach For America provided to the School District on an annual basis certain Teacher candidates for hire who met the ?highly qualified? teacher requirements set forth in the federal No Child Left Behind Act and applicable state regulations. B. Determination of Agreed Number. Pursuant to the Prior Agreement, the School District hired SI teachers in the 2016-2017 academic year who are the subject of this retention Agreement. The School District will use reasonable best efforts to retain teachers into strategic feeder patterns as determined by the School District. School District and Teach For America hereby agree to collaborate in good faith to identify individual schools within the School District appropriate for Teachers. In order to be considered an appropriate school for placement of a Teacher (hereinafter referred to as a ?Partner School?), an individual school must meet the following criteria: the student population is considered high poverty compared to the rest of the district/surrounding communities and (ii) the school shall have suf?cient vacancies to enable the hiring/placement of at least two (2) Teachers in the same academic year. C. Duration of Employment. The School District may continue to employ individual Teachers beyond the 2017-2018 academic year by mutual agreement between School District and such Teacher. Said durational commitment shall survive the termination of this Agreement as set forth in section V.B. of this Agreement. Subject to its obligations under pre-existing labor agreements and applicable municipal and state laws and regulations, School District shall use reasonable best effort not to terminate any Teacher from his/her teaching position in the event of a reduction in force (RIF), layoffs, ?leveling? or other elimination or consolidation ofteaching positions within School District provided that in the event that such a termination cannot be avoided, School District shall treat any Teacher whose teaching position is eliminated same or similar to other teachers with the same job classi?cation, certi?cation status, and/or seniority rights and (ii) use best efforts to re-instate or re-hire any Teacher who has lost his/her teaching position for reasons other than job performance to a comparable or suitable teaching position as soon as such position becomes available. D. Compensation of Teachers. Every Teacher retained by School District pursuant to this Agreement will receive the same salary and bene?ts (including, as applicable, health, dental, vision and retirement) as is made available to other similarly- situated teachers employed by School District, as determined by certi?cation status, seniority and any other factors routinely used by School District in making such decisions. E. Employment Status. Every Teacher retained by School District pursuant to 2 this Agreement shall be a full employee of School District with all of the rights, responsibilities and legal protections attendant to that status and nothing in this Agreement shall be construed to grant additional employment rights to individual Teachers. None of the provisions of this Agreement shall be construed to authorize or empower Teach For America to interfere in the employment relationship between School District and Teacher Or to legally function as the representative of any Teacher absent the express agreement among the Parties and such Teacher that Teach For America may operate in such capacity. Nothing in this Agreement shall be construed to imply that an ernployer?employee relationship exists between Teach For America and any individual Teacher. Nothing in this Agreement shall be construed to make Teach For America a party to any employment agreement between the School District and Teacher. F. School District Certification on Candidate Background Checks. School District hereby represents and warrants that, prior to being hired by School District, all Teacher candidates shall have undergone every background check required under applicable state law and such candidates will be screened pursuant to the School District?s hiring guidelines. School District shall maintain a true and complete copy of such background checks in its personnel files for each Teacher hired by the School District. All School District and Teach For America employees, appointees, or agents who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by the School District Ill. PROFESSIONAL DEVELOPMENT SCHOOL LEADERSHIP SERVICES A. Professional Development Services and On?Line Data Storage Services. During the course of the academic year, Teach For America will provide various professional development services and activities for participating Teachers as well as on- line data storage services (the ?Professional Development and Data Storage Services?). These services may include periodic classroom observations by regional program staff, videotaping of instruction with review of instructional technique, co-investigative discussions to facilitate teacher capacity for self-re?ection and evaluation of instructional practice using student achievement data, and content area/grade-level workshops facilitated by veteran teachers. In addition, Teach For America will facilitate teacher access to an assortment of resources including sample lesson plans, assessments, grade tracking systems, and content area/grade level instructional materials. To facilitate provision of these professional development services, Teach For America may provide on-line data storage services, including transfer and storage of identi?able student information on Teach For America?s proprietary software and servers. Teach For America shall also provide professional development to the Teachers in the areas of ADMS, Performance Matters, and FOCUS. These professional development services will be available to all Teachers during the Agreement term. Notwithstanding the foregoing, nothing herein shall be interpreted or construed to exempt any teacher from School District requirements for participation in School District district-wide or school-based professional development requirements. The Professional Development services being provided under this Agreement shall also be made available to teachers hired by the School District for the 2017-2018 academic year pursuant to an Open Contract between the School District and the teacher who are also members ofTeach For America, but were not made available to the School District during a prior period. This group of teachers shall be hereinafter referred to as Contract Teachers. The School District shall not compensate Teach For America for professional development services provided to Contract Teachers, but shall allow Teach For America access to these teachers for the provision of Professional Development in the same manner that it allows access for other teachers under this Agreement. B. Credentialing Services. Teach For America will facilitate the enrollment of individual Teachers in an alternative certi?cation/licensure program that will enable the individual Teacher to obtain appropriate credentials to be a classroom teacher of record. School District shall cooperate in good faith with Teach For America in ensuring that individual Teachers meet all applicable credential requirements and shall report to Teach For America any changes in state requirements or the credential status of individual Teachers. Notwithstanding the above, individual Teachers are responsible for completing all credential requirements such as passage of required standardized tests, remainin in good standing with the alternative certi?cation/licensure program, and paying any costs associated with acquiring and maintaining the appropriate teaching credential, including required coursework through an alternative licensure program. Teach For America shall not be responsible for, and shall not be in breach of any provision of this Agreement, in the event ofany failure by an individual Teacher to ful?ll his/her obligations to maintain his/her teaching credentials. C. Access to Student-Identi?able Data. School District hereby acknowledges that in the course of providing the Professional Development and On-line Data Storage Services set forth in section Teach For America may receive and collect student data from individual Teachers and School District may disclose to Teach For America student? related records and personally identi?able information contained in such records (collectively ?Student Records?). Student Records may include, among other things, student?s first and last name, School District-assigned student identi?er, grades, assessment results (including teacher- created assessments, School District benchmarks and state standardized tests), and samples of student work. Teach For America 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 Teach For America shall have the right to maintain such data in redacted and/or aggregated form that does not reveal the identity of individual students for purposes of assessing the ef?cacy of Teach For America?s suite of professional development services, (ii) developing new tools and services for participating teachers, and training Teach For America staff. Notwithstanding anything herein to the contrary, School District has determined that Teach For America is an organization conducting a study for or on behalf of School District for the purpose of improving instruction pursuant to FERPA (34 U.S.C. 99.31). As such, School District may permit the disclosure of personally identifiable information from education records to Teach For America for the express purposes of the study as 4 described in this Agreement, and Teach For America shall use the information for no other reason or purpose. Additionally, Teach For America shall ensure that its services does not permit the personal identi?cation of parents and/or students by anyone other than representatives of Teach for America with legitimate interests. Accordingly, Teach For America shall keep in strict con?dence all information acquired in connection with or as a result of this Agreement that is not generally known to others (?Con?dential Information?), other than summary data that does not identify any individual person, (ii) data and analysis of such summary data used to promote the educational and research purposes of such Party, and data and ?ndings that have been made publicly available without breaching any of the disclosing Party?s con?dentiality obligations. Teach For America shall not redisclose to any other party the Con?dential Information provided by School District unless such redisclosure is expressly permitted pursuant to FERPA. Within 90 business days upon completion of the term of this Agreement, Teach For America shall destroy or return to the School District all personally identi?able information provided by the School District. 1V. FINANCIAL OBLIGATIONS A. Fees/Invoicing. School District shall pay Teach For America fees in an amount not to exceed One Hundred Twenty-Six Thousand Dollars ($126,000) as follows: - September 1, 2017 - $42,000 - January 15, 2018 - $42,000 - May 1, 2018 remaining balance, not to Exceed $42,000 School District shall deduct a pro rata reduction equal to the percentage of teachers (using the maximum total of 51 teachers made available) who voluntarily separate from the School District prior to the last day of the teacher calendar for the 2017-2018 academic year. Each invoice shall provide such detail as to demonstrate the scope of work performed and the payment requested. The District Administrator, as de?ned in Section herea?er, shall certify that the required services have been satisfactorily and timely completed. After confirmation from the District Administrator of satisfactory completion of the deliverables, the invoice shall be processed by the School District for payment. Payment shall be made by the School District in accordance with the Florida Prompt Payment Act. Teach For America shall provide to the School District a duly executed W9 as a condition precedent to any payment under this Agreement. B. Paunent Breach. If School District fails to pay Teach For America in full for any amount invoiced pursuant to Section IV.A. (the ?Unpaid Amount?) pursuant to the provisions of the Florida Prompt Payment Act (Chapter 218, Part VII, Florida Statutes), Teach For America may exercise any other remedy available to it hereunder (including its right to terminate this Agreement pursuant to Section V.B., it being understood that such failure to pay shall constitute a ?material breach? for purposes of Section All other obligations of the Parties hereunder shall remain in full force and effect (including the obligation of School District to pay any Unpaid Amount). C. Funding Out. Each payment obligation of the School District created by this Agreement is conditioned upon the availability of funds that are appropriated or allocated for the paym ent of services (including but not limited to the same type of funding being available). If such funds are not allocated and available, this Agreement may be terminated by the School District at the end of the period for which funds are available. The School District shall notify Teach For America at the earliest possible time before such termination. No penalty shall accrue to the School District in the event this provision is exercised, and the School District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. D. Federal Requirements. The School District may use federal funds for its payment pursuant to the Agreement; accordingly, Teach For America shall execute and deliver to the School District, concurrent with its signature of the Agreement the following, all of which shall be incorporated into the Agreement by this reference: Federal Regulatory Compliance Statement; Certification Regarding Drug-Free Workplace Requirements; Certi?cation Regarding Debarment, Suspension, lneligibility and Voluntary Exclusion; and Non-Collusion Af?davit. The foregoing forms are attached hereto as composite Exhibit B. V. GENERAL PROVISIONS A. Term. The term of this Agreement shall be for a period of one (1) year from the date hereof and shall cover the school years 2017-2018 (expiring June 30, 2018, unless sooner terminated according to the provisions of this Agreement. B. Termination. This Agreement may be terminated as follows: i. at any time by mutual agreement ofthe Parties with such agreement to be in writing; ii. by either Party, with sixty (60) days notice; by either Party in the event of a material breach of this Agreement where such breach is incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) days following receipt by the breaching party of written notice of such breach from the non-breaching palty; or iv. pursuant to the ?funding out? provisions set forth in section IV.C. above. C. Indemni?cation. Teach For America shall indemnify and hold harmless the School District and its of?cers, directors and employees (the ?School District lndemnitees?) from and against any and all losses, liabilities, claims, damages, costs and expenses (?School District Losses?) to which such School District lndemnitee may become subject arising out of the provision by Teach For America to School District of services hereunder (including without limitation the designation of Teachers), except to the extent such School District Losses result from the willful misconduct or negligence of such School District Indemnitee. Subject to the limits ofSection 768.28, Florida Statute, the provisions ofwhich are not altered, modi?ed, or waived by anything in this Agreement, School District shall indemnify and hold harmless Teach For America and its officers, directors and employees (the Indemnitees?) from and against any and all losses, liabilities, claims, damages, costs and expenses (?Losses?) to which such TFA Indemnitee may become subject arising out of the provision by Teach For America to School District of services hereunder (including without limitation the designation of Teachers), except to the extent such Losses result from the will?tl misconduct or negligence of such TFA Indemnitee. D. Insurance. Teach For America shall, at its own cost and expense, obtain and continuously maintain the insurance coverages set forth in Exhibit A attached hereto and incorporated herein by this reference. E. No Agency Relationship. Each ofTeach For America and School District acknowledges and agrees that none of the Teachers assigned to School District pursuant to this Agreement is an agent or employee of Teach For America, and no such Teacher has any right or authority to create or assume any obligation of any kind, express or implied, on behalf of Teach For America or bind Teach For America in any respect whatsoever. Teach For America is, and shall at all times be, an independent contractor under this Agreement and shall not be an agent of the School District. Nothing in this Agreement nor any actions taken by or arrangements entered into between the parties in accordance with the provisions of this Agreement shall be construed as or deemed to create as to the parties any partnership or joint venture. Neither party shall have any authority to bind or commit the other party contractually or otherwise to any obligations whatsoever to third parties. F. Survivabilitv. In the event that this Agreement is terminated by either party pursuant to section V.B, sections V.C., V.D., V.H., V.L., and V.AA. shall survive the termination of this Agreement. G. Amendment/Modi?cation. This Agreement represents the entire agreement between the parties. No amendment or modi?cation of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by each Party. H. Public Records Laws. This Agreement is subject to Florida?s Public Records Laws, Chapter 1 19, Florida Statutes. Teach For America understands the broad nature of these laws and agrees to comply with Florida?s public records laws and laws relating to records retention. In compliance with section 1 19.0701, Florida Statutes, Teach For America agrees to: i. Keep and maintain public records required by the School District in order to perform the service. ii. Upon request from the School District?s custodian of public records, provide the School District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter I 19, Florida Statues or as otherwise provided by law. Ensure that public records that are exempt or con?dential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement ifTeach for America does not transfer the records to the School District. iv. Upon completion of the Agreement, transfer, at no cost, to the School District all public records in possession of Teach For America or keep and maintain public records required by the School District to perform the service. If Teach For America transfers all public records to the School District upon completion of the Agreement, Teach For America shall destroy any duplicate public records that are exempt 01' con?dential and exempt from public records disclosure requirements. If Teach For America keeps and maintains public records upon completion of the Agreement, Teach For America shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the School District, upon request of the School District?s custodian of public records, in a format that is compatible with the information technology systems of the School District. IF TEACH FOR AMERICA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. 1. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of Florida. Venue for any action arising from this Agreement shall lie exclusively in and for thejurisdictional courts located in Duval County, Florida. J. 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. K. Non-Discrimination. Teach For America represents and warrants to the School District that Teach For America does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Teach For America?s performance under the Agreement on account of a person?s actual or perceived identity with regard to race, color, religion, gender 01' gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Teach For America further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the bene?ts of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. Audit Rights. Teach For America shall provide records and information and fully cooperate (notwithstanding any claims of trade secrets, proprietary or confidential information) with the School District as to all matters pertaining to any and all legal, audit, administration, and compliance requirements relating to the Services and the contract documents. The School District shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to this Agreement (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of Teach For America, including, but not limited to those kept by Teach For America, its employees, agents, assigns, successors and subcontractors. Teach For America shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this Agreement and for at least three years following the completion of this Agreement, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to the School District, through its employees, agents, representatives, contractors or other designees, during normal business hours at Teach For America?s office or place of business in Jacksonville, Florida. In the event that no such location is available, then the books and records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location in Jacksonville, Florida, which is convenient for the School District. This paragraph shall not be construed to limit, revoke, or abridge any other rights, powers, or obligations relating to audit which the School District may have by state, city, 01' federal statute, ordinance, regulation, or agreement, whether those rights, powers, or obligations are express or implied. M. No Gratuity Policy. it is the policy ofthe School District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever ?'om vendors, members of the staff, or families. Teach For America warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Teach For America, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona ?de employee working solely for Teach For America, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Teach For America further warrants that it, nor any of its directors, employees, officers or agents, nor any of Teach for America?s respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement. For the breach or violation of these provisions, the School District shall have the right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. N. Disclosure of Employment of Former School District Employees. Pursuant to School District policy all bidders, proposer-s, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the School District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any School District employee who owns, directly or indirectly, any interest in Teach For America?s business. Such disclosures will be in accordance with current School District policies, but will include, at a minimum, the name of the current or former School District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the School District, and the dates the employee held those positions. By its signature of this Agreement, Teach For America certi?es to the School District that there are no names to disclose to the School District pursuant to this section. 0. Construction. The headings of sections contained in this Agreement are for convenience only, and they shall not, expressly or by implication, limit, de?ne, extend, or construe the terms or provisions of the sections of this Agreement. Any reference in this Agreement to gender shall include all genders. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the words ?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 any particular provision of this Agreement. Any reference in this Agreement to the time of day shall mean such time in the Eastern Standard Time zone. P. Severabilitv. If any clause or provision ofthe Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. Q. Publicity. Teach For America shall not use the School District?s name, logo or other likeness in any press release, marketing materials or other public announcement without receiving the School District?s prior written approval (which may be withheld in its sole and absolute discretion). Teach For America shall not host or stage events at the School District?s location(s) without receiving prior approval by the School District?s Contract Administrator. R. Compliance with Law. Teach For America shall comply with all applicable federal, State and local laws, ordinances, rules, and regulations pertaining to the performance of the Services and all matters pertaining to the Agreement, as the same exist and as they may be amended from time to time. It shall be the responsibility of Teach For America to 10 be knowledgeable of and adhere to the stipulations of any federal, state. county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein which may apply. S. Good Faith. Each party agrees to continue performing its obligations under the Agreement while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance. Each party agrees that, in its respective dealings with the other party under or in connection with the Agreement, it shall act in good faith. T. Force Maieure. No party shall be liable for failure to perform, in whole or in part, its obligations under the Agreement if such failure is caused by any event or condition, not existing as of the date of the Agreement and not reasonably within the control of the affected party, including without limitation, by ?re, flood, typhoon, earthquake, explosion, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), acts of terrorism, sabotage, embargoes, blockades, acts of State or governmental action, legal or regulatory restrictions, riots, insurrections, or any other cause beyond the control of the parties. U. Interpretation. This Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation. The Agreement may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. V. Consents. Except where expressly provided as being in the discretion of a party, where agreement, approval, acceptance, consent, or similar action by either party is required under the Agreement, such action shall not be unreasonably conditioned, delayed or withheld. An approval or consent given by a party under the Agreement shall not relieve the other party from responsibility for complying with the requirements of the Agreement, nor shall it be construed as a waiver of any rights under the Agreement, except as and to the extent otherwise expressly provided in such approval or consent. W. Time of the Essence. Time is of the essence in the Agreement. Except as specifically noted herein, if any date of si gniftcance hereunder falls upon a Saturday, Sunday, or legal holiday, such date shall be deemed moved forward to the next day which is not a Saturday, Sunday or legal holiday. Saturdays, Sundays and legal holidays shall not be considered business or working days. X. No Waiver. Failure by either party to insist upon strict performance of any of the provisions hereof or failure or delay by either party in exercising any rights or remedies provided herein or by law, the payment in whole or in part for services hereunder or any purported oral modification or rescission of the Agreement by an employee or agent of either party shall not release either party of any of its obligations hereunder, shall not be deemed a waiver of the rights of either party to insist upon strict performance hereof or of any of either party's rights or remedies under the Agreement or by law and shall not operate as a waiver of any of the provisions hereof. A waiver by either of the Parties of any of the covenants to 11 be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant in the Agreement. Except as otherwise expressly provided in the Agreement, all remedies provided for in the Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. Y. Entire Agreement. It is understood and agreed that this Agreement contains the complete understanding and agreement of the parties. No stipulation, agreement or understanding shall be valid or enforceable unless contained in this Agreement. No representations or statements made by any employees, agents or representatives of either party shall be binding on either party as a warranty or otherwise. except as expressly set forth herein. Z. Notice: District Administrator. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Teach For America: With copy to: Teach For America, Inc. Teach For America Attn: President Attn: Legal Affairs 325 Broadway, 12th Floor 300 W. Adams, St., Ste. 1000 New York City, New York 10004 Chicago, IL 60606 If to District: With copy to: The School Board of Duval County, Florida Of?ce of General Counsel 1701 Prudential Drive 0/0 170] Prudential Drive Jacksonville, Florida 32207 Room 653 Phone: (904) 390?21 15 Jacksonville, FL 32207 Attn: Superintendent Patricia S. Willis, Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day?to?day activities shall be exchanged between the respective representatives of the School District and Teach For America upon commencement of the Services. Once so designated, each party?s representative shall coordinate communications and processes as needed for the purposes of conducting the Services set forth in this Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Teach For America as part of the Services. For purposes of the School District designee for the day-to-day activities, the District?s Administrator shall be: Duval County Public Schools Attn: Sonita Young, Assistant Superintendent of Human Resource Services 170] Prudential Drive, 6th Floor 12 Jacksonville, FL 32207 (904) 390-2936 AA. Intellectual Property Rights. Teach For America represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Teach For America will indemnify and hold harmless the School District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the School District. If Teach For America uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. Teach For America shall defend, indemnify and hold the School District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys? fees and court costs) incurred as a result of infringement by Teach For America of any third-party patent, copyright or trademark or (ii) misappropriation by Teach For America of any third-party trade secret in connection with any of the foregoing. BB. Counterpart and Facsimile Signatures. This Agreement may be executed via counterpart and facsimile signatures, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Agreement. IN WITNESS WHEREOF, each of School District and Teach For America has caused its duly authorized representative to Sign this Agreement in the space provided below. ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA 352a Wm Paula D. Wright, Chaihnan/ Superintendent of Schools and Ex?Of?cio Secretary to the Board I glam, FormA proved: Approved by Board: September 0l7 By: Of?ce ofGeneral Counsel [Signatures continued on next page] 13 [Signature Page to Educolional Professional Services Agreement Teach For America. Inc. and The School Board of Duval County, Florida, Doled Effecrive September I, 20] 7] Witnesses: TEACH FOR AME ICA, INC. By: WMMW By: