DRAFT 8/14/13 EARLY CHILDHOOD SERVICES AGREEMENT . THIS EARLY CHILDHOOD SERVICES AGREEMENT (this "Agreement") is made and entered into as of the day of August, 2013 (the "Effective Date"), by and between Harris County Department of Education (the. "Department") and Harris' County School Readiness Corporation (the - A . - E. RECITALS: A. The Department is a county school district political Texas located Within County, Texas and as such, the .s consistent with law for the promotion of education in Harris/, imty, may expen -- The Corporation is a Texas _non-pro provide, or contract to provide, the'serv_i_ces and program, iollaboratively vv. 3 Corporation in order to onso as to ddress the educational ?:nt's Boat: Trustees expressly I The Department desires leverage the expertise and resources oft needs -of young children in Harris "County, finds that the public purpose of increasing kindergarten ready' for schoe legitimate .,Harris County who arrive at D. to work the Department in orderto provide innovatiy 4 ns to the . lenges faced by young. children and their lie Departidlen =he Corporation to enter into this Agreement- and understanding regarding their public/private partnership to in consideration of the mutual covenants contained herein and onsideration, the receipt and sufficiency of which are hereby reby agree as follows: A . -es /and Programs. The Department hereby engages the Corporation, and the Corporation here' accepts the Department's engagement, to provide, or cause to be provided, the services and programs described on ExhibitA attached hereto and made a part hereof (the The Services shall be performed solely and exclusively in Harris County, Texas. The Corporation shall identify the Department as a (partner organization and include the_ Department's logo on all printed materials and in allpresentations relating to the Services or this -ational opportunities and readiness for - 'applicable to non-profit organizations and which will be model DRAFT Agreement; the Department grants the Corporation a limited-, non-exclusive license to use its logo for the limited purposes and uses expressly stated herein-. The Department recognizes that the Corporation will use subcontractors to provide' the Services. The Corporation will be responsible for awarding subcontracts' for the performance of the Services as the Corporation deems reasonable and appropriate given the experience and expertise of _,the applicable subcontractors; provided, however, the Corporation shall develop and app no later than December 31, 2013, written procurement guidelines and procedures which ,.1nclude conflict of interest rules in conformity with Form 1023 'promulgated by the Intern: 1' venue Service and 2 best practices" currently used by non--profit corporations for the procurement ow ensure transparency in such procurement, with' such guigeli Corporation to be subject to the review and final approval The Department shall be. eligible to perform the Service-s acts and omissions Nothing in this Agreement subcontractor anycontractual relationship between the. nor shall it create any obligation on the _part of the Departme J1 any such subcontractor, described in this _S__e_g;iQn_l shall be Sub] parties' jointly and in conformity with the pf isions of hp amount of $0.01 per $100 of assessed 1 I ,_yl for -early childhood education purposes Harri liildren in kindergarten and beyond (the ,,mAgreem and for no other purposes' (except as otherwise expressly ment agrees to pay tothe Corporation the sum of $1,906,770.00 on preliminary- budget regarding the Services to be performed in is set forth on Exhibit attached hereto. Further, on or before being the total proposed expenditures for the Services for fiscal year beginning on September 1, 2014 and ending on August 31, 2015', Upon request of the Department Representative, the Corporation agrees to update, and provide more detail, regarding the budgets attached hereto as Exhibits In addition, on or before each April the payment of epartment agrees that, upon the approval of the Referendum and' A DRAFT each year during the term of this Agreement thereafter, the Corporation shall submit to the Department a budget showing the projected expenditures to be made by the Corporation in connection with the Services for the twelve (12) month period beginning on the next September 1. No later than March 15th of each year, the Corporation will hold a public workshop with the Board of Trustees of the Departmentxregarding each proposed budget in order to solicit comments and input from the Boards Department as to each proposed budget. This budget workshop written presentation to, and discussions with, the Board of Truss concerning the Corporation's goals and operational plans for Year.- fthe Department Subject to the Department's righ i_ described in Section 8 hereof and otherwise no hereunder shall be limited to th the Department, and the Dep Additional Tax in', an_ amount sufficient, up to the maxi erendum, in order to fulfill its obligations to the Corpor event that on any payment date the De roceeds of the Additional Tax in order to pa be, the Department shall make payment - payment date with the proceeds of the .. Additional J. Ke supplemental payments to the A In ebruary 3, oration (including any interest earned on \orporation) as of ugust 31, with the Corporation being hereby if epartment with a written report detailing any such unspent and 20 and each year thereafter, the Department incurred for any 2 al year that occurs prior to the Corporation's receipt of ayment from the epartment (and the Corporation may include "such a reserve in its ;otwithstanding anything to the contrary contained in this Agreement, in the eve greement is terminated for any reason, the Corporation shall, within thirty (30) days effective date of termination of this Agreement, refund to the Department all residual and unencumbered funds provided to the Corporation by the. Department. (D Notwithstanding anything to the contrary contained in Agreement, the Department may use the proceeds of the Additional Tax collected by the Department to 3 controls detailed herein, including, Without limitation, the Dep DRAFT reimburse itself the amount of $1,906,770.00 (which is the amount that the Department a . paid to the Corporation on February 3, 2014, from funds other than the proceeds" of the Additional Tax). A The Department expressly maintainscontrol of its governmental fianctions - pration. The the adequate and does not transfer control of its governmental functions to the Department's payment of funds as described in this Agreement isfsulfii the Administrative Services, the Department's right to audit regarding Non--Appropriation, and other controls. _In performing the Services in exchan the Corporation "shall ensure that the proceeds of supplement and not supplant the funds currentl programsbeing served, with the understandin as a result of the proceeds of the Additional executed between the Corporati contractually bound not to divert any use or purpose other than earl' iance with the obligations allowing provisions: the subcontractor shall inspections, of the early childhood education programs served by 'sion that allows for the termination of such subcontract if subcontractor to enter into a contract with each early childhood ng served pursuant to this Agreement wherein the early childhood grees not to divert any aid provided to it related to this Agreement to other than early childhood education, including, Without limitation, . a The Department is a tax-exempt political' subdivision of the "State of Texas, and the Department shall not pay taxes for goods and/or services' provided under this Agreement. The Corporation and all subcontractor(s) of the Corporation shall pay all federal, state, and local taxes applicable to their operation and any persons employed by 4 performance of A _ds, including' monitoring rporation further agrees that it shall include 0' ed only to supplement and not supplant incurred by the in including for apprai DRAFT 7 the Corporation and all subcontractors of the Corporation, including, without limitation, - any federal, state, or- local income, sales or excise taxes "of the Corporation, . subcontractors, or their respective employees. If applicable, contributions required under federal, state, and/or local laws and regulations and any other costs including,' but not limited to, transaction privilege taxes, unemployment compensation insurance, Social Security, and~Worker's Compensation, shall be the sole responsibility Corporation or its subcontractors.' The Department. shall not be liable for any tax ulting from this Agreement, and the Corporation agrees to make 'payment of any any type that are levied against_ the 'Department as a result of the provision rvices under this Agreement, 7 i As to reimbursements for reasonable, members of the Board of Directors of the Corporat" furtheranceof the mission of the Corporation, tla the Corporation and the staff of the Corporat' in with regard thereto that are from time to tirrf . _Trustees of the-Department and the staff -of the and procedures that are approved by the Departrn . Directors of. the. Corporation will adopt policie expenditure authority" and limitafti plicable to the Sta policies and procedures to be _c reasonable ap, Representative" Members of the 4 'any compensation for their respectit? Corporation". A es by the Department. The Department and_ administrative services described on .3. feta . . es/costs' of collection of the Additional Tax. The- ent Representati han fifteen perce at-iion supporting the direct costs incurred by the Department in the provision of the Administr-a:\ Servi Department may deduct the amounts owed under this "Section 3 The. Corporati employ its own staff including an Executive Director who will have supervisory and rall management responsibility over the affairs of the Corporation. A 4.. Term. This Agreement shall remain in force and effect, subject to the terms hereof, until December 31, 202-3. ;ay the Department annually for-its allocable indirect costs relating - is . DRAFT it 5. Financial Reports. The Corporation shall cause its fiscal year to align Withithe Department's fiscal year. The Corporation shall furnish to the Department, as soon as practicable and, in any event, by no later than December 1 of each year, an audited financial statement for the previous fiscal year prepared by a locally, regionally or nationally recognized public accounting firm in accordance with generally accepted accounting principles applied on a consistent basis, which reflects the income of and expenses incurred by the "g that calendar year. The parties recognize that, as part of the Adrninigg Department will cause this audit to be prepared and delivered "as requir" nterim financial preceding sentence. Additionally, the Corporation shall evaluations of the Corporation's progress toward its he Corporation invests performance standards .e Services, the the terms of the comply at all time_s__Wit_h I against which the su "l es, as applicable, will be measured will include: center-base reported uinentation on the movement of child care program quality indicators te family involvement, state licensing compliance) from a lower level to ahivgher level; . - lrx1t.'t1ie_ improvements the ''quality-- of ,preschool5age children lho'me--'basedp' - "ext evalua ons that document the improvements provider self- documentation on the extent to which early education teachers in Harris- County are achieving nationally recognized certification in the field of early education; DRAFT documentation from school districts on the extent to which children are prepared for kindergarten; - . - A A documentation on the extent to which children are reading on grade level by the third grade and performing at or above average on state accountability tests,- reports that provide output data on the number of are programs, teachers, children and parents participating in' the Services; "g I "reports _-that. provide 'output 'data on' of children, parents/families reached by the Services; - reports that provide output data on th umberof providers gencies delivering the Services; A - - survey/interview feedback from parents, child rogram directors teachers on the value and" impact of the in1t1a ograms toward higher quality and better preparing children for kindergart, A - i (1), A ysurvegfeedbackfr ;,parents on the vi and impact of the parenting support they-received, A - A survey feedback the 19 education support on the value and irh ct of the .s apartment" upon reasonable notice to the i, 1' year of the Corporation. 5,33 (13 and', uclit Rights. 'For a period of four (4) years after the end of the ndar year to 'hgthey 13., the Corporation shall keep and maintain complete and curate books re and i ~ts relating. to this Agreement, the Services, and all 8. _.1bn. The obligations of the Department under this Agreement which require an expe 'or the payment of money are subject to an Appropriation and accordingly shall constitute a current expense of the Department in the fiscal year in which an obligation applies and shall not constitute indebtedness of the Department pursuant to the Constitution of the State of Texas or within the meaning of any applicable law. Nothing herein shall constitute a pledge by the Department of any funds, other than funds designated pursuant to a lawful Appropriation fiom time to time, to pay any money or satisfy any other obligation under 7 DRAFT any provision of this Agreement- The Department will cause the appropriate officers of the . Department to include inits proposed annual budget the sums necessary to satisfy such payment obligations contemplated hereunder and request the Board of Trustees of the Department to make . the necessary Appropriation of such sums for such purposes. Notwithstanding the foregoing or anything herein to the contrary, no provision of this_Agreement, including this Section, shall be construed to be an obligation of the Department to obtain an Appropriation obligate the" Department in any way which would result in the obligations of the artrnent 'under this Agreement constituting indebtedness pursuant to the Constitution of the Section 271.903 and its provisions regarding non--appropriation of= shall apply to this Agreement.' Notwithstanding any othe obligation imposed on the Department by this Agreement, the terminate this Agreement Without default or liability terrnination, effective as of the expiration of each gation or other monetary obligation of the Department that may from time to time eir . during a fiscal year, the approval_ and s? funds to satisfy the payment obligation herein, "Non-Appropriation" means and may arise under this Agreement during any al 1I1 er' "ally determines to Non- Appropriate or otherwi 9. non-defaultin p?arty; provided, however, if such alleged default. hin such thirty (3 0)-day period despite such alleged defaulting alleged defaulting party shallhave such additional time to -sary so long as such alleged defaulting party pletion, the non-defaulting party will have the right to pursue all prosed': equity as a result of such alleged default, including the right to remedies ault is not cured within such additional thirty (3 0)-day period. 10. Cooperation. The parties shall make reasonable efforts "to Work together to resolve any difierences or disputes arising under. this Agreement, including involving the Superintendent of the Department and the Chairman of the Board of the Corporation with regard thereto. Corporation 'wri 'en ppropriation. As used arise" under this Agreement: A an adequate amount of _'t1on Within tlfficient time to meet its . {such notice to cure such alleged default to . the alleged default as set out above or to in good faith diligently DRAFT ll.- Nondiscrimination. The_ Corporation will, in the conduct of its business as a private, non--profit corporation, seek to encourage contracting with small, minority and . disadvantaged business enterprises. The Corporation agrees not to discriminate against or A segregate any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry, age (except where based on a bona fide occupational qualification), limited English proficiency, or handicapping conditions i 'ii selection of employees, subcontractors or the performance-of the _Services; The Corp further agrees that every subcontract entered into for the performance of the Services sli ntain a provision requiring non-discrimination in employment asherein specified or her" 'ecified in writing by the Department's Board of Trustees, binding upon each subcontra 12. 'Department Representative- (Upon. the exef otherwise act on behalf of the Department with Agreement. The Department shall have the right, Department Representative by giving the Corporatio ereof. Any consent, resentative shall be binding /sentative shall not have any i and any person or entity- matter govemed by this right to modify, amend or terrninate dealing with the Department in connec Agreement, may rely and shall be fiilly the Department Representative to" act for uch .matter, except" with respect to any modific amendmenti rovalof the Referendum, the Corporation _,es.of the Board of the Corporation, and the Directors. The oard of Directors of the Corporation (the lised of a Chair (appointed "as provided below and who will be the oration and who shall serve for an initial four--year term) and -d -as provided below andwho shall each serve staggered tow), The Chair and all Directors must be residents of For the avoidance of doubt, the Chair shall be considered a Directors for all purposes. . Director Positions 1, 2, 3 and C4 (collectively, the shall be appointed by the Board of Trustees of the Harris County A applicable ale, igibility criteria therefor set forth herein. a Other Directors. The initial appointees to Director Positions 5, 6, 7 and 8 (collectively, the "Other shall be made by the interim Directors of the Corporation with their respective successors to be appointed by an affirmative vote of a "9 DRAFT majority of the remaining Other Directors. The persons appointed as Other Directors' must meet the applicable eligibility criteria therefor set forth herein. Chair. The Chair shall be appointed by_an affirmative vote of a majority, of each of the HCDE Directors and the Other Directors. The person appointed as Chair must meet the applicable eligibility criteria therefor set forth herein. (6) Ag ositions 4 and 8 shall eafter, the applicable term an "initial term expiring on August 31, 2017 'h annivers of the applicabl Directors and the Chair shall each expire on then expiring. - The "Directors and consecutive full four-year terms. 'Removal. Any or without cause, by Written notic removed)' or the Secretary of the pursuant to the applicable procedure . 2' .. or the Chair,as applicable, or involving moral turpitude or a felony. eancy invany ap The four HCDE Directors shall have the following credentials:- a person who has substantial experience and" a record of eadership in public elementary and secondary education; Position 2 -- a pdersen who has substantial experience and a record of leadership in ;college teaching and administration; Position 3 a person who has ial experience and a record of distinguished leadership in teaching and tration in higher education; and Position 4 -4- a person' who has had a education. - b) . The four Other Directors shall have the following credentials: - Position 5 -- a respected and established business leader who has substantial p10 Terms. The Directors and the Chair shall serve stagfg dEfour--year'ter1ns 1r ma ''moved_ by_ an affirmative . ,2 Board if such Director or the Chair, as feeble Position and the Chair," Whether due' i distihguished career as a researcher or a service provider in early childhood. DRAFT fmancial expertise; Position" 6 .-- a community leader with a record of commitment to early childhood care and education; Position 7 -- an established leader in the faith--based community; and Position 8 a civic leader who has substantial experience and a dist_in_guis'h_ed record of leadership in the non-profit sectorThe Chair shall be a person with widely ackn experience and success the public and private sectors i . A quorum of the Board required to majority of all members of the Board which includes at 1 two "Other Directors. All decisions of the Board shal majority of the members of the Board present and is also -present; provided, however, any -action meeting of the Board may be taken without A Corporation shall designate in writing to the Department the 'f theindividual who is to be . A "land all instruments and to" . otherwise act on _behalf "of the Corpor; "ties arising' out of this Agreement. The Corporation shall have Corporation Representative by giving the approval, decision or determination here binding on the Corporat.' teof Any consent, i :1 Representative shall be '_th this Agreement or _any matter governed "tected in relying upon the authority and and bind the Corporation in any such nt or termination of this Agreement. or entity dealing by this Agreeme- capacity of the - The Department s:..and co en ts to the Corporation the following: he Department isa public corporate and politic and a of Texas; The _Departriient has all. requisite power and zation; No Violation. Subject to "voter approval of the Additional elivery and performance by the Department" of its rights and I IS Agreement are within the power of the Department and have been all necessary action. -This Agreement has been, duly executed and the Department and this Agreement constitutes a valid and binding obligation of the Department. A Litigation. No suit is pending before. or by any court or governmental body seeking to restrain or prohibit or seeking damages or other relief in connection with 11 ged "leadership 7 _municipality or any agency having jurisdiction over and w1- . contemplated in and by this Agreementdefa A hereby. DRAFT A the execution and "delivery of this Agreement or the consummation of the transactions contemplated hereby.- No Conflicts. This _Agreement is not prohibited by, and does not conflict' with, any other agreements, instruments, resolutions or judgments _j to which the Department is a party or is otherwise subject. ex notice asserting plicable statutes, ther state or itransactions No Violation of LaWs.- The Department has not re any noncompliance in any material respect by the Departmen rules and regulations, of the United States, the State of Te to any judgment, order, injunction or decree of anyr governmental authority which is- in any respect under the- laws_ of the State 0 3 we dl are Within the power of duly A all necessafy action.' This Agreement has been, dul I in elivered by Corporation and this Agreement constitutes 'gig; at zery of this Agree rent or the consummation of the transactions No oncomplian' _n any material respect by the Corporation with applicable statutes, regul?i fejns of the United States, the State of Texas, or of any other state or (on any agency having jurisdiction over and with respect to the transactions contemjila and by this Agreement, and the Corporation is not in default with respect to any judgment, order, injunction or decree of any court, administrative agency or other governmental authority which is in any respect material to the transactions contemplated hereby. 1,2 ivery and performance by I This Agreement is not prohibited by, and does not conflict . i employees, agents," andsubcontractors expressly recogniz to exercise any of its rights under given. under this pi DRAFT 17. Independent Contractor. It is_ understood and agreed that the relationship of the Corporation to the Department, and the Department to_ the Corporation, shall be that of an independent contractor. Nothing contained in this Agreement or inferab_le herefrom shall be deemed or construed to make the Corporation the agent, servant or employee of the Department or the Department the agent, servant or employee of the Corporation or'(b) create Department. all relate to the way affect the any partnership, joint venture or other association between the Corporation an Any direction or instruction by the Department in respect of the Servic results the Department desires to obtain from the Services, and shal Corporation's independent contractor status as described herein. -Any Department's independent contractor status as described here or subcontractors to_ 'ass wig to the Teach Retirement Syste participation in or claim of benefits provided by or the State of Texas. 18. I Waiver of Performance. The failure of 'en instances, on the" performance of any of terms, covenants err cement, shall no relinquishment by such party of sucht performance. . l_ l9._ it Governing Lawm accordance with the laws. his; Agree te of_Texas. . 20. Attoi the __enforcement of this Agreement, or, any part hereof, or th er by direct action or 3"reason_a_ble attorneys' fees and costs of fees to the prevailing' party, the 'prevailing addition to This provision is separate and several and shall survive the if this Agreement or the merger of this Agreement into any or future laws, the legality, validity and enforceability _of the greement shall not be affected thereby, and thisAgreement shall be any out the intent of the parties to it. i" 22. "Any notice, request or -other communication required or permitted to be cement shall be given inwriting by delivering it against' receipt "for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the addresses shown herein (and if so given, shall be deemed given when mailed). Notice sent by any other manner shall be effective upon 13 or instruction by - vided, in the hands of an attorney who meys' fees incurre in any post--judgment proceeding or action to In 7 Either party's address for notice may be changed . 'address -furnished in "writing by one party- not expressly-required by this Agreeme A to the benefit of, the parties hereto and thei DRAFT actualreceipt by the party to be notified. Actual notice, however and from whomever given or received, shall always be effective when received. Any notices to the Department shall be addressed as follows: Harris County Department of Education 6300 Irvington Blvd. Houston, Texas_ 77022 Attention: Superintendent i_ Any notices to the Corporation shall be addressed as follow Harris County School Readiness Corporation 6005 Westview A -Houston, Texas 77055 Attention: Executive Director - . from_ time to time_, but only after thirty (3 0) days' advance written notice to the othe,-C "23. Parties-inlnterest. The terin if this provisions contained in this Agreement or visions of this Agreement. Neither party d, all such further acts, deeds, instruments, assurances, as may be req_ thi re faith and the performance of this Agreement. Unless expressly provided otherwise in . ent, where this Agreement requires the consent, approval, or similar action by a part representative, such consent, approval, or other similar action will not be unreasonably withheld, conditioned, or delayed and wherever this Agreement gives a party or its representative a right or obligation to determine, require, specify, or take similar action with respect to a matter, such determination, requirement, specification, or similar action will be reasonable and timely. 14 shall be the most recent. for m'o're'ieffectua1ly im lementin and c" in out the true intent. 3 any 3 I. A DRAFT 26. Limitation of Liability. NOTWITHSTANDINO ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY OR SUCH OFFICERS, DIRECTORS, TRUSTEES OR EMPLOYEES WILL BE LIABLE To THE OTHER FOR ANY I INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LARY OR CONSEQUENTIAL DAMAGE, COST, EXPENSE OR 0 INCLUDING OF REVENUE OR PROFITS, WHETI-IE SING OUT -OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRIA I In no event will any elected offic' director, officer or employee of the Corporat 5 taken by such individual in goo.d faith - responsibilities on behalf of Department or . this Agreement. A - I 27. .- Criminal History Revie the Corporation must certify, onthe employee of the Corporation' who wil' I Corporation has obtained, as required -criminal history record information fiom private entity that is a co -I Chapter 22's requirements from any e??DepMtment or in connection with this school _or- connection with this Agreement if the employee misdemeanor offense that would prevent a person from being 22.085(a) Title 5 felony or an offense requiring Laws. The Corporation shall comply with all federal, state, and ces, rules, and regulations applicable to its performance of the shall also at all times during the term of this Agreement maintain its shall maintain a necessary for it to perform its obligations under this Agreement. When required or requested by the Department, the Corporation shall furnish the Department with Satisfactory proof of the Corporation's compliance with this provision. LITY, OR . 22.0334; -state. Njnal justice' agency or a, he Corporation must also obtain similar. . I A I Covered employees with disqualifying ntracting entity may not permit; a covered gr and vie In was under 18 years of age or was enrolled in a public . A I . equired licenses, certifications, permits', and any other documentation and determined in accordance' with the "terms of the Texas Public Texas Public Information Act. The Corporation, to the extent requir the Department prior __to commencement of any servide I Corporation shall' itself," and "shall requir DRAFT 29. Confidentiality/Public Information. The Corporation and the Department agree to secure the confidentiality of all information and records in accordance with applicable federal and state laws, rules, and regulations. The Corporation acknowledges that the Department is subject to the Texas Public_ Information Act, and the Corporation waives any claim against and releases from_liability the Department, its officers, employees, agents, and attorn_eys with respect to disclosure of information provided under or in connection with this Agree or otherwise written, produced, collected, assembled, or maintained by the Department I Corporation -- ation Act by the I closure "under the Department, the Attorney'General of Texas, or a court of law to be su/bj with the requirements of the Texas_Public Information Act. '30. Insurance. The Corporation is required to fip insurance, _naming the Department as an additional ins>> the limits of liability, the effective dates-of each poll as and shall be reasonably ment a minimum of ten (10) olicies of insurance. The company insuring the "Corporation shall be licensed in-the . acceptable to the Department." The Corporation shall give the days' notice" prior to any 'modificatio relating to this Agreement to, maintain cov Minimum Insurance Requirement_s: the term of Agreement, maintain . type and requirements shown below. Such of the Corporation or its subcontractors. 3' ance shall waive a rights of subrogation against the Department, reserves the right to require additional insurance should the em additional insurance reasonably necessary, in the Department's sole A. Workers' Compensation (with waiver of subrogation to the Department) Employer's Liability, including all states, U.S. Longshoremen, Harbor Workers and other endorsements. . 16 DRAFT B. Statutory, and Bodily Injury by Accident: $100,000 each employee. Bodily I Injury by Disease: $500,000, policy limit $100,000 each employee; Commercial General Liability Occurrence Form including, but not limited to, Premises and Operations, 'Products Liability Broad Form Property Damage, I "Contractual Liability, Personal and "Advertising Injury Liability and Where the exposure exists, coverage for watercraft, blasting collapse 'd explosions, blowout, catering and underground damage. I - . $300,000 each occurrence Limit Bodily Injm; operty Damage- combined - - . - i 5 '$300,000 Products-Completed I per Job Aggregate - A $300,000 Personal and Advert Automobile Liability Coverage I - $300,000 Combined Liability Damage Combin 31, INDEMNIFICATION. HOLD THE DEPARTMENT HARML SUITS OF LAW OR INEQUITY, EXPEN, OR DAMAGES FROM CORPORATION, WITHOUT LIMI 1, ISSIONS OF THE Ive acceptance and_ payment by 'the jasculine an neu propriate, and vice versa. Wherever the term "including" or a I it shall be read as if it were written "including by way of ,ed in interpreting, pplying or enforcing this Agreement. All exhibits described in this I I -t as being attachi?d it are hereby incorporated into it. The words "shall" and "will" ave the same meaning. This Agreement shall not be modified or amended represents ntegrated agreement" between the parties with respect to the subj ect matter hereof. ribr negotiations, representations or agreements not expressly incorporated into this Agreement are hereby superseded and canceled. The parties acknowledge and represent that this Agreement has been jointly drafted by the parties, that no provision of this Agreement . will be interpreted or construed against any party solely because that party or its legal counsel drafted such provision and that each of them has read, understood, and approved the language ._17 AGENTS, on EDS OF THE ADDITIONAL TAX. The . futer genders, and whenever the singular number is used, the same i i DRAFT and terms set forth herein. This Agreement may beexecuted in multiple counterparts, each of which shall constitute but one agreement. All signatures need not be on the same counterpart. 33. Effective Date. The parties acknowledge - that this Agreement shall not be effective unless and until the approval by a majority of the voters in Harris County, Texas of the Referendum on November 5, 2013. Should the Referendum not be approved voters in Harris County, Texas, _-this Agreement shall be null and voi. terminate. - - -A A .18' .. up I. DRAFT EXECUTED as of the date first set out above. DEPARTMENT OF HARRIS COUNTY EDUCATION By: Name Title 1 CORPORAT .. E1 19 EXHIBIT A Description of the Services Funds will be used to provide the following services: Initial Efforts:. or Modify, regionalize, as needed, a public avvarene_ss campaign .(de by Texas Early Learning Council contractor) on importance of 'quality early and include the . Department as a listed partner; - - 7 "0 Implement Harris County-wide campaign to raise public quality early education to reduce achievement gap an and include the Department as "a listed partner._- a 0 Modify Texas Quality Rating System (develo contractor) for region, starting with existin Coast systeni -- Collaborativ ment system, i.e. track service delivery, link teacher progress to quality rat' - and evaluate progress of early education teachers and ove 11 program quality. i Design governance decision . to improve e_ar1y education for yo 0 Staff administration and operatio. process. . . tructure to supp I <