DORIS {5 DONALD FISHER FUND Grant Agreement Grant Number: 74 l. Acce tance of rant The eons of the grant are deemed to be agreed to by the Grantee if the Grantee accepts any payment. No payments will be released until a signed copy of this Agreement is returned to the Grantor and acceptable evidence is provided that all conditions are or will be met. Program Executive Contact: Christopher D. Nelson Managing Director Dons 8: Donald Fisher Fund 1 Maritime Plaza, Suite 1550 San Francisco, California 941 ll Phone: 415.733.9745 Fax: 415.433.7476 Grar tee: Teach For America 315 West 36th Street 6th ?oor New York, NY 10018 Grantee Representative: Werdy Kepp Chief Executive Of?cer Maximum Amount of Series of Grants (subject to satisfaction of conditions): Date Approved: April 2009 Grant Period: January 1,2011 -December31, 2015 53? if? Purpose of Grant: To support Teach For America's 2015 Growthj?m, and to "continue Teach For America's role as a i eline of teachers and leaders in the charter school movement, as more fully 1 SANFIUNISI 2 mm 2. Conditions Conditional Nature of Future Grants: The Ierantee acknowledges that this Grant Agreement igpot a commitment to mak?, multi-year grant. This Grant Agreement represents an agreement concerning a series of separate grants which will be made over the grant period only if the conditions to the payment of each grant set forth in Sections 2 and 3 are satis?ed. Unless and until the conditions for the ppyment of any particular grant are satisfied, Giantor shall Have? no obliga?dh to make such gm Budget and Use of Grant Funds: The Grantee agrees ta @c thereon, exclusive] to "z rantee onsistent with its mis 10 .r i on mac and the goa 'roject, as more set fort in Attac ment 1 hereto, to is incorporftEEi by reference. During the grant period, the Grantor shall be consulted on major decisions involving or regarding signi?cant changes in strategy, personnel or budget. Grantee will not use any portion of the donated ?inds: To carry on propaganda, or otherwise attempt to in?uence legislation within the meaning of internal Revenue Code ?4945(e) or to in?uence the outcome for any speci?c election for candidates to public of?ce or for any voter registration drive; (ii) To make any grant to any individual which does not comply with internal Revenue Code ?4945(d)(3) or any grant to any organization which does not comply with internal Revenue Code ?4945(d)(4); To induce or encourage violations of law or public policy or cause any private inurement or improper private bene?t to occur; or (iv) To undertake any activity for any purpose other than a religious charitable, scienti?c, literary, educational or other purpose speci?ed in Internal Revenue Code or otherwise take any other action inconsistent with Internal Revenue Code Required Reporting: The Grantee shall provide the Grantor with the results of a ?nancial audit, including a management letter, for the ?scal year or years during which these ant funds are rigid. The Grantee shall also provide the Grantor with reports following each fiscal year to and including the ?scal year in which the grant funds have been fully expended or retumed summarizing its activities relating to the grant or grants as detailed in of Section 3. SANFIBT98581 Naming: The Grantor reserves the right to have the Grantor recognized in Grantee?s materials during the grant period and for up to six months after the ?nal grant has been made. The Grantor shall be recognized as a contributor for all fundraising and ublicity events, subject to its prior approval as described in the next paragraph, dining the grant period and for up to six months after the ?nal grant has been made. Publicity: Press releases, programs, announcements, invitations, feature stories, materials produced as part of a grant, and any other public information shall not mention any connection with the Grantor without the prior written consent of the Grantor. Any statement about the Grantor or its staff must be cleared in advance by the Grantor. Book and Records; Audit: The Grantees shall maintain ?ll] and complete records of its recei ts and expenditures and shall make its books and records available to the Grantor at 1 reasonable times. The Grantor reserves the right to conduct an audit of the Grantee during the grant period and for up to two years after the ?nal grant has been made, if it appears appropriate and necessary to the Grantor. Monitoring and Evaluation: in order to assess the effectiveness of our grants, the Grantor may monitor or conduct an evaluation of the program funded this rant, which may include visits by representatives of the ran or serve the Grantee?s operations and to discuss the program with the Grantee?s personnel. Grantee agrees to cooperate with said monitoring and evaluation during the grant period and for up to one year after the ?nal grant has been made. Hold Harmless: In accepting a grant from the Grantor, the Grantee hereby irrevocably and unconditionally agrees, to the Fullest extent permitted by law, to defend, indemnify and acid harmless the Grantor, its of?cers, directors, trustees, employees and agents, from: and against any and all claims, liabilities. losses and expenses (including reasonable attorney fees) directly, or indirectly, wholly or partly arising from or in connection with any act or omission of the Grantee, its employees or agents, in applying or accepting such grant or in carrying out the program or project to be funded or ?nanced by such grant. 3. Payment Schedule for Grants Grant On or about December 2010 Greater shall disburse to Grantee an amount of $2,000,000.00. Additional Grants: Grant On or about December 3 2011 Grantor shall disburse to Grantee an amount of $2,000,000.00. Grant On or about December 31, 2012 Grantor shall disburse to Grantee an amount of 000, 000. 00. Grant On or about December El, 2013 Greater shall disburse to Grantee an amount of 000,000 00 Gran #5 On or about December 31, 2014 Grantor shall disburse to Grantee an amount of $2 ,000, 000. 00. In addition to the Conditions contained in Section 2, funding of Grant #2 and any subsequent Grant (if applicable) is contingent upon the following: following the end of each ?scal year in which grant funds are disbursed, Grantee shall present to Grantor, an in no event ater 0) days prior to any additional grant contemplated by the Payment Schedule above, a report containing a narrative description depicting the progress of Grantee' 1n satisfyin thejurposes of the Grant, including reference to Grantee' 5 success with rml?fdgits antic 'pated budget, timelines, goals and outcomes/deliverables (as more fully descn'bed 1n the Proposal and Metrics attached hereto as Attachments A and and (ii) a financial statement re?ecting to reasonable detail how grant funds have been used including all receipts and expenditures of the grant funds and the amounts of any unapent and/or uncommitted funds as of the end of the period covered by the rape Such report shall be required for each grant each year until, and including, the year 1n which all grant funds from that grant have been expended or returned ("the ?nal year") and shall be satisfactory in all material respects to Grantor, in its sole discretion. If the grant funds ?'om any grant are expended in more than one ?scal year the report for the ?nal year shall include all expenditure of grant funds from that gran' for both the ?nal year and all prior years. Grantee must notify Grantor 1n advance if it anticipates any dif?culty' 1n providing reports in a timely manner (11) Grantee shall present to Greater the results of an audit of the ?nancial statements of Grantee, including a cepy of the management letter, for the ?scal year or years during which these grant funds were used, which audit and management letter are reasonably satisfactory to Greater. Grantee shall pmsemmumdencuhal?cndx?opmmains the Chief Executive Officer of Grantee, or, if not, shall present Grantor with information suf?cientfor Grantor to determmMednere?on, that any replacement chptable_ to Creator. 5 if, as of the ?nal date for making any grant set forth above in this Section 3, Grantee has failed to comply with the conditions to the grant in question, as determined by the Grantor' 1n its sole discretion, then Grantor shall have no obligation to make such grant or any other remaining grants. 4. Qragtee Representations; and Cgvenang Grantee is a tax exempt organization described in Internal Revenue Code (2) or (3) is not an organization described in Intemal Revenue Code 4942(g)(4)(A) and, if other than a governmental entity described in Internal Revenue holds a presently outstanding Internal Revenue Service determination letter to that effect which has not expired or been revoked and is not SANFIBT9358 2 5. the subject of any investigation or proceeding which may result in termination, modi?cation or revocation. The budget provided to you herewith correctly shows the purposes for whicn expenditures will be made in connection with the Project. If any amounts are budgeted in respect of the Project-to be spent to attempt to in?uencelegislation or any other purpose for which donated funds cannot be expended under this Agreement, such amounts have been separately stated. If no amounts are separately stated, none of the budgeted amounts are to be so expended. Grantee will notify Grantor immediately of any change or proposed change in Grantee?s tax exempt status, (ii) classi?cation as an or anization described in Internal Revenue Code (2) or (3) or interns Revenue Code Section 4942(g)(4)(A), quali?cation for such classi?cation, or (iv) Grantee's executive staff or key personnel responsible for implementing the Project. Termination Grantor may terminate this Agreement for cause upon the occurrence of any of the following: A material default by Grantee that is not cured within 30 days after written notice. Grantee's fraud, willful misconduct, gross negligence, or misappropriation of any funds or other property in connection with this Agreement. (0) Grantee?s applying fer or consenting to the appointment of or the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; becoming insolvent; making a general assignment for the bene?t of creditors; permitting the appointment of a receiver for its business or assets; becoming subject to any proceeding for protection ?'om its creditors under any bankruptcy or insolvency law applicable Law This Agreement is governed by California law, excluding any choice of law rules that would apply the laws of a different state. Assiggment Grantee shall not assign any part or all of this Agreement, or subcontract or delegate any of its rights under this Agreement, without Grantor?s prior written consent. Any attempt to assign, subcontract or delegate in violatioo of this Section 7 is void in each instance. new If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not 5 9! 10. ll. 12. 13. present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. No Waiver A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver. _C_u_mulative Rights The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. Construction The section headings of this Agreement are for convenience only and have no interpretive value. This Agreement may be executed in counterparts, which together will constitute one and the same agreement. This Agreement does not constitute and shall not be construed as constituting a party ership, employertemployee or principal/agent relationship nor joint venture betv'v een Grantor and Grantee. Neither party shall have the right or authority to obligate or bind the other party in any manner whatsoever, eXcept as provided in this Agreement. in performing each of their obligations pursuant to this Agreement, each party is an independent contractor. Liniitations on Liability Neither party to this Agreement shall be liable under any circumstances for lost opportunities or pro?ts, or for consequential, special, punitive 0r indirect damages of any hind.