apple-lausd ipad contract- signed final 7/16

7/27/2019 Apple-LAUSD iPad Contract- Signed FINAL 7/16

http://slidepdf.com/reader/full/apple-lausd-ipad-contract-signed-final-716 1/112



conditions as that of this Contract at a lower price to an educational entity, the price for future

orders of the Product shall be reduced to the lower price. This preferential pricing may not becOInbined with other promotions and excludes discontinued or end-of-life products.

d. Common Core Technology Project Pricing Rebate

Contractor agrees to provide a rebate to District in the form of a credit that can be used for future

purchases of Apple Products and Services in the amount of $12,000,000, once District's total

payments for CCTP iPad bundles to Contractor reach $400,000,000. Thereafter, for each

incremental $10,000,000 in payments for CCTPs iPad bundles to Contractor, up to and including

$450,000,000, Contractor shall issue additional credits as rebates, each in the amount of

$300,000, as indicated in the table below:

Payments Levels Rebate Credit for

for CCTP iPad Bundles CCTP iPad Bundles

$400,000,000 $ 12,000,000

$410,000,000 $ 300,000

$420,000,000 $ 300,000

$430,000,000 $ 300,000

$440,000,000 $ 300,000

$450,000,000 $ 300,000

CCTP credits shall be issued within forty-five (45) days after the close of Contractor's fiscal

quarter in which the District's purchases have reached a level qualifying for a rebate as specifiedin the table above. ,The earned CCTP credits must be fully utilized within twelve (12) months of

the date CCTP credits are issued to the District, as expired CCTP credits may not be utilized andwill have no monetary value.

4. DEFINITIONS

a. "Acceptance" means the District's acceptance of Products and Services within fourteen (14)days of delivery, as evidenced by execution and delivery to Contractor or its agent of anacceptance form in substantially the form of Exhibit G attached hereto after delivery to theDistrict of the relevant Products and Software, and the performance of Services, if any,

required under the applicable purchase order.

b. "Apple Education Price Lists" means Contractor's price lists available to education

institutions, which can be found at: http://www.apple.com/educationJpricelists/

c. "Apple Products" means Services, hardware and software products manufactured, distributedor licensed under the Apple brand name that LAUSD has paid to acquire or has properlylicensed from Contractor for its own use, but excluding third party software and all other third

party products.

d. "Asset Management System" means that system described in Section 16 of this Contract.

e. "Business Day" means any day Monday through FridC!y, excluding federal and California state

holidays.

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f. "Configure-To-Order Products" or "CTa Products". Such CTa products will be custom

configured at the District's request and orders for such CTa Products may not be changed,

modified or cancelled once Contractor has accepted the order and the order is in

production. Contractor reserves the right to recover from District reasonable costs resulting

from the cancellation by District of any CTa Products, once the order is in production. All

Apple Products purchased under the Common Core Technology Solution are CTa Products for

the purposes of this Contract.g. "Dead On Arrival" or "DOA" means products that are inoperable when delivered.

h. "Documentation" means all material that is made generally commercially available by

Contractor and that relates to the operation, installation, maintenance, and use of any Apple

branded Product, including without limitation, instruction manuals, technical manuals, and

flow charts, and which may be in visually readable or electronic form.

j. "LAUSD Price List" means a list of negotiated prices for the Common Core Technology

Project pricing set forth in Exhibit B, Rate Schedule.

k. "Force Majeure Event" means any fire, flood, earthquake, hurricane, elements of nature or

acts of God; epidemics, quarantine restrictions; weather more severe than normal; acts of war,

terrorism, riots, civil disorders, rebellions or revolutions; commandeering of materials,

products, plants or facilities by the government; strikes, lockouts, or labor difficulties; loss or

material shortage of transportation facilities or raw materials; freight embargoes; computer

viruses; malicious acts of third parties; interruption of telecommunications service, any of the

foregoing that affect any supplier or subcontractor, supplier shortages, shortage of component

parts, and supplier or subcontractor delays or impairments and! or any other similar cause;

provided that such cause is beyond the reasonable control of the affected party and that could

not have been prevented by reasonable precautions of the kind ordinarily taken by well

managed firms engaged in such party's line of business.

I. "Limited Warranty" means Contractor's standard limited warranty that is set forth in the

documentation that accompanies any Apple Products purchased under this Contract.m. "Products" means, collectively or individually, the tablets, personal computers, laptops,

servers, related equipment and spare parts, software, software maintenance, technical support,

training, and other services and the specifications which are set forth on, Exhibit A (described

below), together with any other products listed on the Apple Education Price List.

n. "Rate Schedule" means the Exhibit B, LAUSD Price List, attached hereto and made a part

hereof.

o. "Repair," "Replacement" and "Replace" means restoring an Apple Product and Software

installed therein by Contractor prior to Acceptance to the then-current workable state, without

material loss of features or functionality, which may be accomplished, at Contractor's option,

through repair, modification, or by providing a substitute Product and/or Software.Replacement products will be at least equivalent in functionality and specification to the

original product.

p. "Services" means those services described in this Contract, including without limitation, in

Sections 28, 29, 30, and 3'1.

q. "Software" means that software listed on the LAUSD Price List or the Apple Education Price

List, together with such other software as the parties may agree from time to time. The

Software may include software owned or licensed by Contractor or by third parties.

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5. INVOICES AND PAYMENTS

All invoices must be sent to the following address below:

LOS ANGELES UNIFIED SCHOOL DISTRICT

ACCOUNTS PAYABLE BRANCH

P.O. BOX 54306333 S. BEAUDRY AVENUE, 27TH

FLOOR

LOS ANGELES, CALIFORNIA 90017

(213) 241-4800

All invoices submitted for payment must include the District Contract Number and related purchase

order (P.O.) numbers and be under the same firm name as shown on the Contract and shall be in a

format acceptable to the District's Accounts Payable Branch.

Contractor shall invoice the District upon shipment of Products or Software to the District and

payment therefore shall be due from the District forty-five (45) days from the later of: (a) District's

receipt of such invoice, and (b) delivery and Acceptance of such Product or Software by the

District. Acceptance of Products and Services is deemed to occur within fourteen (14) days ofdelivery of Products and Services. The District shall make every effort to notify Contractor within

fourteen (14) calendar days of delivery of Products and Services; failure to give such notice, shall

be deemed by Contractor as acceptance by the District.

All invoices applicable to this Contract must be submitted by the Contractor no later than 60 days

after the termination or expiration of this Contract. Late invoice submittals may result in non

payment.

In addition to the Contractor's other rights in this Contract, and subject to ten (10) days advance

written notice to the District, Contractor reserves the right, without liability or obligation to District,

to suspend deliveries in the event of a payment default.

Contractor will also charge for any fees due from the District which Contractor is obligated tocollect from the District by Federal or California regulation or statute, including, if applicable, fees

due under the California Electronic Waste Recycling Act. Notwithstanding the preceding sentence,

payment of any taxes shall be made by the parties in accordance with Section 6.

For payment information call: (213) 241-4800.

6. TAXES

The Rate Schedule shall exclude all applicable taxes.

The District shall pay only the California Sales and Use Tax, and/or the Los Angeles County

Uniform Local Sales and Use Tax, when applicable and listed separately on the invoice.

The Federal Excise Tax is not applicable. The District, upon request, shall furnish theContractor a federal exemption number.

Any new or additional tax not in effect at the Effective Date that becomes effective during the

Contract period shall be paid by the District, providing that the items/services being provided

under this Contract are subject to such tax. Contractor shall notify the District of any applicable

changes in taxation categories or rates.

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7. AUTHORIZED DISTRICT REPRESENTATIVE

The Contract shall be under the direction and subject to the approval of the Chief FacilitiesExecutive, or designated representative.

The authorized District representative for this Contract will be:

Margaret CaputoPhone: (213)241-8705 - FAX: (213) 241-6845

Email: [email protected]

8. NOTICES, DEMANDS AND COMMUNICATIONS

Fonnal notices, demands, and communication to be given hereunder by either party shall be in

writing and shall be delivered in person, by U.S. mail, or electronically, and shall be deemed

received as of date of verifiable delivery. "Verifiable delivery" of electronic transmissions shall

mean email Delivery Status Notifications and fax Transmit Confirmation Reports, or their

equivalents.

Such notices, demands, or communication directed shall be addressed as indicated below.

If to the District:

Los Angeles Unified School District

Facilities Contracts

Attention: Yvette Merriman-Garrett

333 S. Beaudry Ave., 220d

Floor

Los Angeles, CA 90017

and


Office ofGeneral Counsel

Attention: Greg McNair

333 S. Beaudry Ave., 20th

Floor

Los Angeles, CA 90017

If to the Contractor:

Apple Inc.

Attention: General Counsel

1 Infinite Loop

Cupertino, CA 95014

9. (Reserved)

10. (Reserved)

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11. CONTRACTORS' CODE OF CONDUCT

Throughout the tenn of this Contract, Contractor shall comply with and shall cause all of its

subcontractors to comply with the District's Contractor Code of Conduct, which is attached

hereto as Exhibit C and made a part hereof. Contractor further agrees to comply and shall cause

all of its subcontractors to comply with this Section 11.

12. CERTIFICATION REGARDING DEBARMENT SUSPENSION OR INELIGIBILITY (34CFR85)

By signing this document, the Contractor certifies that it and its principals:

a. Are not presently debarred, suspended, proposed for debannent, or declared ineligible, or

voluntarily excluded by any Federal department or agency;

b. Have not, within a three-year period preceding this Contract, been convicted of or had a civil

judgment rendered against them for commission of fraud or a criminal offense in connection

with obtaining, attempting to obtain, or performing a public (Federal, State or local)

transaction or contract ~ d e r a public transaction; violation of Federal or State antitruststatutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction

of records, making false statements, or receiving stolen property;

c. Are not presently indicted for, or otherwise criminally or civilly charged by a governmental

entity (Federal, State or local) with commission of any of the offenses enumerated in

paragraph b. (above) of this certification; and

d. Have not within a three-year period preceding this Contract had one or more public

transactions (Federal, State, or local) tenninated for cause or default.

13. CERTIFICATION OF COMPLIANCE WITH THE DISTRICT'S SWEAT-FREE

PROCUREMENT POLICY

District Policy

It is the policy of the District that all products and/or services purchased by the District be

manufactured and supplied in compliance with applicable labor and wage laws governing the

countries of its origin. For the purposes of establishing a non-poverty wage, the LAUSD

uses the definition of non-poverty wages as fonnulated by the Union of Needletrades,

Industrial and Textile Employees (UNITE), utilizing the Department of Health and Human

Services' guidelines to detennine non-poverty wages domestically. Internationally, the

LAUSD recognizes the World Bank's Gross National Income Per Capita Purchasing Power

Parity figures to detennine comparable wages in other countries. Purchases by the LAUSD

will be restricted to only those products and/or services that have been manufactured without

the illegal use of "sweatshop" (including exploitive "child," "forced," "convict," and

"indentured") labor.Contractor hereby certifies its adherence to the provisions of the District's Sweat-FreeProcurement Policy. This Sweat-Free Procurement Policy includes the following

principles/requirements:

a. Safe and healthy working conditions

b. Prohibition of child labor

c. Disclosure of manufacturing plant locations

d. Verification and enforcement mechanisms

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e. Compliance with applicable codes

f. Penalties for violations

g. Responsible contractor forms

h. Non-poverty wage standard (domestic and international)

Contractor shall impose the District's Sweat-Free Procurement Policy certification upon

Contractor's subcontractors.

The consequence of any violation by the Contractor to the aforementioned laws and provisions

may result in action being taken by the District against the Contractor. Through

Memorandums of Understanding (MOU), information will be exchanged with various

government-based investigative agencies. The District will adopt the investigative agency's

fmdings to take appropriate actions against the Contractor. The action may include, but is not

limited to, agreed upon contract cancellation, vendor default, and/or vendor debarment.

The Contractor hereby certifies and shall cause all of its subcontractors to certify that all

goods and/or services will be manufactured, supplied, and/or provided in compliance with

the applicable labor laws and non-poverty wage standardsof

the country or countriesof

origin, and,

The Contractor, and its subcontractors, will abide by all other provisions of the District's

Sweat-Free Procurement Policy, as outlined above, and,

Should the District find that the Contractor, or any of its subcontractors, is in violation of the

aforementioned laws/provisions, the Contractor shall be subjected to the consequences for

violation, which may include, but not limited to, contract termination, vendor default, and/or

debarment action being taken.

14. COVENANT AGAINST CONTINGENT FEES

a. The Contractor warrants that no person or authorized representative has been specifically

employed or retained to solicit or obtain the Contract in exchange for a contingent fee, except

a Bona Fide Employee or Bona Fide Agent. A breach or violation of this warranty shall be

considered a breach of Contract as a basis for termination for default. In addition to any

rights and remedies otherwise provided for in the Contract, by law, the District may deduct

from any payment under this Contract or other consideration, or otherwise recover, the full

amount of the contingent fee.

b. "Bona Fide Agent", as used in this Article, means an established commercial or selling entity

that is maintained by the Contractor for the sole purpose of securing business and that neither

exerts nor proposes to exert improper influence to solicit or obtain District contract(s) nor

holds itself out as being able to obtain any District contract(s) through improper influence.c. "Bona Fide Employee", as used in this Article, means a person who is employed by the

Contractor and subject to the Contractor's supervision and control as to time, place, and

manner of performance and who neither exerts nor proposes to exert improper influence to

solicit or obtain District contract(s) nor holds itself out as being able to obtain any District

contract(s) through improper influence.

d. "Contingent fee", as used in this Article, means any commission, percentage, or other sum

that is payable only upon success in securing a District contract.

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e. "Improper influence", as used in this Article, means any influence that induces or tends to

induce a District employee, officer, contractor, subcontractor, authorized representative, or

consultant to give consideration or to act regarding a District contract on any basis other than

the merits of the matter.

15. DELIVERY REQUIREMENTS AND LOCATIONS FOR PRODUCTS, SOFTWARE AND

SERVICESContractor shall deliver all Products, Software, and Services to be provided under this Contract

directly to the specific District location specified or listed by the District in the individual

purchase order. Delivery shall be F.G.B. destination (inside plant), inside a District building,

subject to more specific directions of the destination school/office personnel. Contractor shall

provide all manpower and equipment to unload the truck and deliver "inside". After delivery of

Products to District, Contractor will not be responsible for any loss or damage to such Products

that is not the result of any fault ofContractor.

a. Unless otherwise specifically stated in the District purchase order, the Contractor shall pay, at

no additional cost to the District, all delivery costs including without limitation costs associated

with: drayage, freight, insurance, pallets, packaging, any special equipment needed for

delivery, etc. District shall not be obligated to pay expedited delivery charges unless the

District provides prior written approval of the amount of such charges and such approval is

reflected on the purchase order.

b. Delivery may be made at the Contractor's option either directly by the Contractor or by

common carrier. Contractor and/or Contractor's providers will coordinate shipments to schools

and communicate with the school point of contact designated to arrange delivery.

c. The Contractor shall contact the delivery location identified in the purchase order a minimum

of two (2) Business Days prior to proposed delivery date to schedule and make arrangements

for delivery of Products, Software or Services at an appropriate and mutually.agreeable date

and time.

d. Contractor shall use commercially reasonable efforts to make delivery of Products (including

all Services included in the price of the Products) and Software in accordance with the

Implementation Schedule to be specified in the mutually agreed upon project plan covering

Phase 1, Phase 2 and Phase 3 deliverables of the Common Core Technology Project

("Implementation Plan"). The parties agree that the Implementation Plan may be modified

with mutual written consent as circumstances dictate.

e. Except to the extent that a Force Majeure Event excuses delayed delivery pursuant to Section

37, Contractor shall deliver Products (including all Services included in the price of the

Products) and Software in accordance with the Implementation Schedule in the mutually

agreed upon Implementation Plan.

f. The District will not, for reasons other than a Force Majeure Event, scheduled school break

periods, or holiday break periods, unreasonably reschedule or refuse deliveries for a date later

than the delivery date specified in the purchase order. Except as provided in the preceding

sentence, the District shall not extend the date of delivery beyond the date set forth in the

purchase order by more than five (5) Business Days without the consent of the Contractor. If a

purchase order is for delivery to newly constructed schools or schools closed (in whole or in

part) for renovation or modernization, it must be stated as such on the purchase order at the

time such purchase order is submitted to Contractor.

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16. ASSET MANAGEMENT SYSTEM

Prior to shipment to the participating schools of this Project, for each computing device Contractor

or Contractor's subcontractors will affix an asset tag to the device. Each asset tag will include a

unique number with associated bar code representation.

Additionally, iPads that are to be delivered to schools in a "Griffin Case" with pre-loaded software

content will have another tag on the case with a unique ID as well as an Apple ID that was used to

load the content.

Contractor will host and provide a web-based interface to an online database to review and update

information about the computing devices or "assets," with online access provided to designated

District Project personnel and up to two representatives from each of the schools participating in

this Project.

The asset tag information, along with the computing device specific information, including serial

number and MAC Address number, will be associated in the online database by school (school

code). If a case and content are preloaded on an iPad by Contractor's providers, then the Apple ID

used and unique ID on the case will also be loaded into the database.

The online asset management solution will include:

a. Inventory list and asset details for all portable computing devices deployed as part of the

solution(s) at time of installation or delivery.

b. School level inventory list.

c. Management and access for authorized school site-, and district-level administrators.

d. Functionality to view or modify appropriate data elements against one, some, or all assets

applicable to the user's authorization level.

e. Querying and reporting capabilities.

f. Downloadable data into CSV file for use within a spreadsheet.

g. The Asset Management System shall not be down for more than 24 hours in a seven- (7)

day period and no more than one incident per week.

17. (Reserved)

18. (Reserved)

19. PACKAGING AND IDENTIFICATION

a. Packaging: Contractor shall package Products and Software sufficiently to protect them from

damage during transit. ,b. Packing Slip: Contractor shall state on the packing slip the District purchase order number,

contents, quantity, and description.

c. If Not Properly Packaged or Identified, District may reject such deliveries, and all costs

(return and re-delivery) shall be at the Contractor's expense.

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20. PRODUCT SUBSTITUTIONIMANlTFACTURER'S BRAND CHANGE

This Contract does not allow for substitutions for the Products or Software without prior written

authorization by an authorized District representative, which will not be unreasonably withheld.

If there is a manufacturer's brand change, the Contractor shall not automatically substitute

product. Contractor shall submit specifications, brochures and/or a sample (upon request), for

the District's approval prior to any future shipment. Any sample(s) so requested shall be

provided under the Apple Hardware Loan Agreement form attached hereto as Exhibit I.

If the new brand is accepted, all other terms, conditions and prices set forth in this Contract shall

remain in effect.

Notwithstanding the foregoing, throughout the term of the Contract, the parties agree that certain

limited circumstances, such as a material shift in services and/or hardware costs, widespread

industry constraints may necessitate product substitutions and/or price increases. In such certaincircumstances, and with written notice to the other party, District and Contractor agree to meet in

good faith to discuss modification or substitution of the Products.

21. FAILURE OF CONTRACTOR TO PROVIDE THE PRODUCTS, SOFTWARE OR

SERVICES AS AGREED

If Contractor fails to properly and satisfactorily perform the Services or provide the Products or

Software ordered by the District under a purchase order that has been received by Contractor (a

"breach"), and, except to the extent of a delay arising from a Force Majeure Event, if any of the

following conditions occur:

a. a breach by Contractor capable of being cured within thirty (30) days, is not cured withinthirty (30) days after Contractor's receipt of written notice of breach from the District to

Contractor; or

b. a breach by Contractor not capable ofbeing cured within thirty (30) days and Contractor fails

to (i) proceed promptly and diligently to correct the breach, and (ii) cure the breach within

ninety (90) days after receiving the District's written notice of such breach; or

then, the District may make arrangements elsewhere for the purchase of the particular

Products, Software, or Services, that were not provided as required by this Section 21,

provided, however that nothing in this Section 21 shall limit or be construed as limiting the

District's obligations to issue prompt and full payment to Contractor for amounts due

Contractor for Services, Products and Software provided. A "breach" may include but is notlimited to: late or non deliveries, partial deliveries, delivery of wrong material, products not

meeting specification, giving wrong prices, invoicing problems, etc.

22. INSURANCE REQUIREMENTS

Contractor shall, at its sole cost and expense, maintain in full force and effect, during the term of

this Contract, the following insurance coverage from an insurer authorized to issue policies in

California with an A minus (A-), VII, or better rating from A.M. Best in connection with

Contractor's products and operations under this Contract.

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a. Commercial General Liability Insurance, including both bodily injury and property damage,with limits as follows:

$1,000,000 per occurrence

$ 100,000 fire damage

$1,000,000 personal & adv. injury

$3,000,000 general aggregate$3,000,000 products/completed operations aggregate

Contractor can meet the aggregate liability limits by means of any combination of primarycommercial general liability and follow-form umbrella or excess liability insurance.

b. Business Auto Liability Insurance for owned, scheduled, non-owned or hired automobileswith a combined single limit ofno less than $1 million per occurrence.

c. Workers' Compensation and Employers Liability Insurance in a form and amount coveringContractor's full liability under applicable state law (for California, the California Workers'Compensation Insurance and Safety Act) and in accordance with applicable state and federallaws.

Part A - Statutory LimitsPart B - $1,000,000/$1,000,000/$1,000,000 Employers Liability

d. The Contractor shall have the right to self-insure, so long as Contractor maintains an auditednet worth (Shareholders Equity) of$100,000,000.

e. Contractor, upon execution of this Contract and periodically thereafter upon request, shallfurnish the District with certificates of insurance evidencing such coverage. Contractor agreesto notify District as soon as possible upon Contractor's receipt of notice of cancellation. Inthe event of notice of cancellation, Contractor shall promptly replace the effected coverage so

that no lapse in insurance occurs. The Commercial General Liability policy· referred to in

Subsection 22.a. above shall include the District and the Board of Education as additionalinsureds to the extent of Contractor's indemnification obligations in this Contract. Premiumson all insurance policies shall be paid by Contractor and shall be deemed included inContractor's obligations under this contract at no additional charge.

23. (Reserved)

24. (Reserved)

25. FCC AND UL APPROVAL

Motherboards used to manufacture the desktop, mobile computers, and server computer systems

provided under this Contract must be Federal Communications Commission (FCC) approved,and the power supplies must be Underwriters Laboratories (UL) approved.

Complete systems must be submitted to the FCC for evaluation and certification, or self certified(declaration of compliance) in accordance with guidelines established by the FCC for selfcertification. Each such system must have FCC and UL or self-certification/labeling affixed tothe back of each system.

Systems without FCC and UL approval or declaration of compliance statements and labels willbe considered non-compliant and will be rejected. Desktop and laptop systems must be FCC

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Class B certified, or self certified, and server systems must be FCC Class A certified, or self

certified.

26. MANUFACTURER'S WARRANTY

Unless otherwise agreed to by the parties in the Contract or included in Exhibit D, "Extended

Warranty under Common Core Technology Solution," the sole warranty for an Apple Product

purchased hereunder shall be the Limited Warranty. Except for the Limited Warranty, all AppleProducts are sold "as is" and without additional warranty or support from Contractor. All

Products, other than Apple Products, are sold "as is" and without warranty or support from

Contractor, but may be accompanied by a manufacturer's warranty, as more particularly

provided in warranty documentation that accompanies such Products. Upon LAUSD's request,

Contractor will provide a copy of the manufacturer's warranty accompanying Products offered

by Contractor under this Contract. Nothing in this Contract shall be construed as obligating

Contractor to provide any warranty-related fulfillment or support for any Products, other than

Apple Products.

EXCEPT FOR THE LIMITED WARRANTY, CONTRACTOR MAKES NO WARRANTIES,

EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES,AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, CONTRACTOR HEREBY

DISCLAIMS SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTIClTLAR

PURPOSE.

APPLE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR

ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR

INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY APPLE

PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL

OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE

OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR

COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR

WEAPONS SYSTEMS.

27. EXTENDED WARRANTY.

The extended warranties for Apple Products provided under this this Contract are included in

Exhibit D, "Apple Product Warranties and Related Obligations for Common Core Technology

Computing Devices, Software, and Accessories."

28. TECHNICAL SUPPORT

Pursuant to Exhibit E, AppleCare Service/Support Process Flow for Hardware in warranty, the

Contractor shall provide telephone technical support via a toll-free telephone number at noadditional cost to the District with respect to all Apple Products, Software and Services. The

teclulical support hot-line shall be staffed with live operators and technicians to respond to

service requests from District schools and offices.

Contractor shall answer calls to the technical support hot-line within thirty (30) seconds from the

initial ring, and callers must not be put on hold longer than thirty (30) seconds. The parties agree

that the navigation of the phone tree for the Contractor or LAUSD hotline is not included in the

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30-second time limit. Repeated delayed responses, no answers, put on. holds, or non-resolution of

service requests constitutes a breach of contract.

Voice-mail, message taking services, clerical staff, or other non-technically qualified personnel

are not acceptable means ofproviding technical support to the District.

In no event shall the processes described in this section for an identified hardware failure of in

warranty Apple Products cause delay of "next day" services pursuant to Section 2.A of ExhibitD.

29. SERVICE REQUEST RESPONSE TIME

The Contractor shall provide a 24-hour repair or replace response. Live operators must be

available to answer service related calls during the Prime Period of Maintenance ("PPM")

Monday through Friday, from 7:30 am to 6:00 pm Pacific Time. During the PPM hours, a

technician must be dispatched to respond to the service call on-site within the next business day

from receipt of a call for service for an identified in-warranty hardware failure of iPads and/or

Mac mini's or a buffer replacement request approved by LAUSD. If the problem cannot be

resolved, an equivalent replacement unit must be delivered and installed in the same locationwithin 24 hours from the time of receipt of the original service call.

This "response time" (repair or replace) provision shall be strictly adhered to by the Contractor

for the iPads and Mac mini's covered by the Extended Warranty pursuant to Exhibit D.

30. BUFFERS AND SPARES

Of the total amount of iPads with Retina display purchased by District under this Contract, 30/0

will be utilized for a pool of buffer and spare devices in order to minimize the amount of time a

student may be without a device. The pool of spare devices ("Spare Pool") will consist of 0.5%

of the total deployed devices and will be used to replace devices under warranty that fail due to

manufacturer's defect. The pool of buffer devices ("Buffer Pool") will consist of 2.50/0 of thetotal deployed devices and will be used to replace devices that fail for issues that are not covered

by the warranty, such as damage, theft or loss. Contractor will not be responsible for providing

any additional buffers that are not purchased by District.

As a part of the pricing paid for each device, Contractor will maintain the Spare Pool and Buffer

Pool at a central depot location. Contractor will provide monthly reports to District detailing

incidents, determined cause, resolution and from which pool each device was utilized.

Upon notification of a device failure, Contractor shall provide repair or replacement of the

specific device by the next school day between 8:00 A.M. and 5:00 P.M. PST throughout the

term of this Contract. (see Exhibits E-l, E-2 and E-3).

31. DEPLOYMENT SERVICES

Contractor shall provide deployment services as specified in the related SOWs (defined below)

in Exhibit A.

32. TRAINING

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Contractor will provide Training Products to the District delivered in accordance with the

Implementation Plan and related Statements of Work.

33. PERMITS AND LICENSES

Contractor shall provide all Services in compliance with the needs of the District. The Contractor

and all of their subcontractors shall secure and maintain in force such licenses as are required by

city, county and state laws, ordinances, and regulations for Contractor's performance of thisContract. All operations and materials shall be in accordance with applicable laws.

34. REJECTION OF MERCHANDISE

District shall have the right to reject, and return to the Contractor, any Products, Software or

Services that do not conform with the terms and specifications of this Contract and the applicable

purchase order. The Contractor shall pay all shipping costs for returned Products or Software

and for any reshipped Products or Software.

35. STATEMENTS OF WORK'

Contractor shall provide the Product, Software or Services that are described in the specifications

set forth in Exhibit A, Statements of Work.

36. TECHNOLOGY CLAUSE

New technology Products and Software that meet the specifications as set forth in Exhibit A but

not available at the Effective Date may be added with the following stipulations: Contractor must

submit to the District a written formal request to add new technology. For evaluation purposes,

Contractor may be requested to provide product samples for review and testing by the District's

Information Technology Division, such product samples to be provided in accordance with

Contractor's Hardware Loan Agreement in Exhibit I. No product may be added to the contractwithout prior written authorization from the District. When the Contractor's core operating

system in Products is updated, Contractor will provide notice to the District. All communications

shall be directed via the District's Project Manager and Information Technology Division.

Pricing shall be as set forth in this Contract for current Products. No products may be added to

avoid competitive procurement procedures. The District shall make final determination to add or

reject any requests.

37. FORCE MAJEURE

The parties to the Contract will be excused from performance during the time and to the extent

that they are prevented from obtaining, delivering or performing by a Force Majeure Event,subject to the party whose performance is affected providing, within a reasonable time from the

commencement of the Force Majeure Event, notice thereof to the other party.

The Contractor shall .provide notice (which may be furnished via email to

[email protected] (or such other email address as the District shall designate fronl time

to time), or, if the Force Majeure event precludes email communication, then via telephone

confirmed by email or other notice) to the District's Facilities Contracts Branch of any Force

Majeure Event within a reasonable time from the commencement such Force Majeure Event

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affecting Contractor or its subcontractors providing Products (including any Apple Products),

Software or Services hereunder. Failure of the Contractor to notify the District timely shall

entitle the District to pursue such remedies as are available under the provisions of the Contract.

The Contractor will be granted an extension of time for any portion of a delay in performance of

the Contract caused by a Force Majeure Event, providing that the Contractor has taken

reasonable precautions to prevent further delays owing to such Force Majeure Event.

38. PUBLIC RECORDS ACT

This Contract is subject to the California Public Records Act. Those elements in the Contract

which are trade secrets as that term is defined in Civil Code Section 3426.1 (d) or otherwise

exempt by law from disclosure and which are prominently marked as "TRADE SECRET",

"CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The District

shall not in any way be liable or responsible for the disclosure of any such records including,

without limitation, those so marked if disclosure is deemed to be required by law or by an

order of the Court.

39. AUTHORITY OF THE CHIEF FACILITIES EXECUTIVEThe District has the final approval in all matters relating to or affecting the Services and the

delivery of Products and Software. Except as expressly specified in the Contract, the District's

Chief Facilities Executive may exercise any powers, rights, and/or privileges that have been

lawfully delegated by the District. Nothing in the Contract shall be construed to bind the District

for acts of its employees and authorized representatives that exceed the delegation of District

specified herein.

40. DISTRICT'S TECHNICAL REPRESENTATIVE (PROJECT MANAGER)

The District shall provide a Project Manager and/or a technical representative for all technical

aspects related to the performance of the Contract. The Contractor shall make such oral or

written reports to the District's technical representative with an information copy to the District's

procurement officer as may be requested by the District or as specifically required by the

Contract. ALL CONTRACTUAL MATTERS SHALL BE ADDRESSED TO THE

DESIGNATED PROCUREMENT OFFICER.

41. INDEPENDENT CONTRACTOR

The Contractor represents that it is fully experienced and properly qualified to perform the class

of Services and to provide the Products and Software required for the Contract and that it is

properly licensed, equipped, organized, and financed to perform the Contract. The Contractor

shall be an independent contractor. The Contractor is not an agent of the District in the

performance of the Contract, and shall maintain complete control over its employees and its

subcontractors and suppliers of any tier. Nothing contained in the Contract or any subcontract

awarded by the Contractor shall create any contractual relationship between any subcontractor

and the District. The Contractor shall perform the Contract in accordance with its own methods,

in compliance with the terms of the Contract.

The District reserves the right of prior approval of all subcontractors and retains the right to

request Contractor to terminate any subcontractor, for any reason deemed appropriate by the

District, by so notifying Contractor in writing. Should said notification be submitted to

Contractor, it shall terminate said subcontractor immediately.

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42. SUBCONTRACTORS AND SUPPLIERS

a. Performance OfContract

The Contractor shall:

(1) Be responsible to the District for all acts and omissions of its own personnel, and of

subcontractors, suppliers and their employees; and

(2) Be responsible for coordinating the work performed by subcontractors and suppliers.

(3) As the prime contractor, Apple should serve as LAUSD's primary contact for any and

all questions involving the hardware, software or related services offered under its

Common Core Solution. Additionally, in order to provide consistent and accurate

messaging, Apple requires its subcontractor to include it in any and all substantive

communications or negotiations with LAUSD.

Should a portion of the subcontracted performance of this Contract not be performed in

accordance with the terms of the Contract, or if a subcontractor commits or omits any act

that would constitute a breach of the Contract, the subcontractor shall be replaced and shallnot again be employed under the Contract.

b. Substitution of Subcontractor

(1) The Contractor shall not do any of the following without the prior written consent of

the District:

(a) replace any subcontractor; and/or

(b) permit any subcontract to be assigned or transferred.

(2) The Contractor may perform the work itself with qualified personnel, provided

written permission is obtained from the District prior to performance of the work.

c. Flow-Down Requirements

(1) The Contractor shall incorporate the following into each subcontract and require

insertion of same into all lower-tier subcontracts:

(2) All provisions required by law, regulation, rule, or the Contract shall apply to

subcontracts and shall apply to all subcontracts of any tier.

(3) By virtue of signing the subcontract, the following apply:

(a) The subcontractor acknowledges and agrees that all work being performed by it

under the subcontract shall be performed in accordance with the Contractor's

Contract with the District.

(b) The subcontractor agrees that it shall have the same duties and obligations to the

Contractor with respect to its performance of its own work as the Contractor has

to the District under its Contract.

(c) The Contractor and the subcontractor agree that the District is the third party

beneficiary of the subcontract and shall have the right to enforce all of the terms

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no resolution is reached by the parties, one senior management member of each party shall

attempt to resolve any dispute or controversy within twenty (20) Business Days after receipt

of the District's written notice to Contractor.

If the parties' senior management members are unable to resolve the dispute or controversy,

Contractor's key personnel in question shall be removed from and replaced on the Project by

the Contractor at no cost or expense to the District within a commercially reasonable amount

of time. Further, an employee who is removed from the performance of the Contract for any

reason shall not be re-employed to perform work under the Contract. Contractor, in its sole

discretion, may hire replacement key personnel and this new hire shall have comparable

abilities and qualifications.

45. UNAITTHORIZED ACTIONS

Any action taken by the Contractor or its subcontractors not in conformance with the terms and

conditions of the Contract will be considered as unauthorized and at the sole expense of the

Contractor. Contractor or its subcontractors will not be compensated for any actions deemed by

the District to be unauthorized. No extensions of time will be granted under the Contract, purchase

order due to unauthorized actions.No District employee or officer, except the Chief Facilities Executive, or designee, may

authorize any amendments to the Contract, issue a purchase order or make revisions to purchase

orders.

46. CONTRACT TERMINATION

a. Termination for Convenience

(1) The District, by written notice to the Contractor, may terminate this Contract in whole or

in part at any time, for the District's convenience. Upon receipt of such notice, the

Contractor shall:

(a) immediately discontinue all performance of the Contract affected (unless the notice

directs otherwise) and,

(b) deliver to the District all material and information as may have been involved in the

performance of the Contract, whether provided by the District or generated by the

Contractor in the performance of this Contract, whether completed or in process.

Termination of this Contract shall be as of the date of receipt of the Contractor of

such notice.

(2) If the termination is for the convenience of the District, Contractor shall submit a final

invoice within sixty (60) days of termination and upon approval by the District, the

District shall pay the Contractor the sunlS earned for the Products, Software and Services

actually provided/performed prior to the effective date of termination and other costsreasonably incurred by the Contractor to implement the termination (if any).

(3) The Contractor shall not be entitled to anticipatory or consequential damages as a result

of any termination under this Section 46. Payment to the Contractor in accordance with

this Section shall constitute the Contractor's exclusive remedy for any termination

hereunder. The rights and remedies of the District provided in this Section are in addition

to any other rights and remedies provided by law or under this Contract.

b. Termination for Default

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(l ) Issuance of Preliminary Notice ofTermination for Default (Cure Notice).

If the District determines that the Contractor has failed to fulfill its contractual

obligations hereunder, a Cure Notice will be sent to the Contractor and each known

assignee, guarantor, or surety of the Contractor. The Contractor shall have 10 (ten)

Business Days from receipt of the Cure Notice to cure its failure(s) to perform or make

progress as set forth in the Notice. During the "cure" process, Contractor must sustain

performance in all areas not affected by the cure notice. If the Contractor makesadequate progress within the cure period, the termination process will be discontinued. If

the Contractor fails to perform in accordance with Contract requirements, or to make

adequate progress, termination proceedings may be initiated.

(2) The District may, by written notice to the Contractor, terminate this Contract in whole, or

in part, at any time because of the failure of the Contractor to fulfill its contractual

obligations. Upon receipt of such notice, the Contractor shall:

(a) immediately discontinue all Contract performance affected (unless the notice directs

otherwise),

(b) and deliver to the District all material and information as may have been involved

in the provision of services, whether provided by the District or generated by the

Contractor in the performance of this contract, whether completed or in process.

Termination of this contract shall be as of the date of receipt of the Contractor of

such notice.

(3) If the ternlination is due to the failure of the Contractor to fulfill its contractual

obligations, the District may take over the performance of the Contract, and complete the

performance of the Contract by contract or otherwise.

(4) If, after the notice of termination for failure to fulfill Contract obligations, it is

determined that the Contractor has not so failed, the termination shall be deemed to have

been effected for the convenienceof

the District. In such event, adjustment shall bemade as provided in "Termination for Convenience".

(5) The Contractor shall not be entitled to anticipatory or consequential damages as a result

of any termination under this Section. Payment to the Contractor in accordance with this

Section shall constitute the Contractor's exclusive remedy for any termination hereunder.

The rights and remedies of the District provided herein are in addition to any other rights

and remedies provided by law or under this Contract.

47. RIGHTS IN PROPERTY

a. Title

(1) All property purchased by the Contractor for the District, shall be hereinafter referred to

as District property. Title to District property shall pass to and vest in the District upon

the vendor's delivery and acceptance of such property by the contractor.

(2) Title to District property shall not be affected by its incorporation into or attachment to

any property not owned by the District, nor shall District property become a fixture or

lose its identity as personal property by being attached to any real property.

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(3) The title transferred as described above shall in each case be good, and free and clear

from any and all security interests, liens, and/or other encumbrances. The Contractor

shall not pledge or otherwise encumber the items in any manner that would result in any

lien, security interest, charge, and/or claim upon or against said items.

(4) The Contractor shall promptly execute, acknowledge, and deliver to the District proper

billsof

sale or other written instrumentsof

title in a form as required by the District; saidinstruments shall convey to the District title to material free and clear of debts, claims,

liens, mortgages, taxes, and/or encumbrances.

b. The District property shall be used only for performing work on the Contract, purchase order

unless otherwise provided in the Contract or approved by the Chief Facilities Executive or

designee.

48. CHANGES

a. The term "Change(s)," as used herein, means substitutions, additions, or deletions which

result in revisions to the Contract, SOW or purchase order. Change does not mean work

performed by the Contractor to correct defective performance of the Contract caused by theContractor's negligent acts, errors or omissions.

The parties reserve the right to alter or change any process and scope of work in Phase 2 or

Phase 3 of the Project, subject to the Change Order process below in Subsection

48.b. Additionally, certain SOWs may only be specific to a Phase 1 deployment. If and

when there are additional Phases (Phase 2 and Phase 3), the parties will create new SOWs

that specifically address the District's changing needs and requirements.

b. The District may at any time, and from time to time without invalidating the Contract or

purchase order, request to make Changes in the Scope of Work. The District and Contractor

will endeavor to reach mutual agreement regarding costs and Implementation Schedule

associated with the Change. Upon mutual written consent of the parties, such Changes,including any increase or decrease in the amount of the Contractor's compensation and/or the

period of performance, shall be incorporated into the Contract, SOW or purchase order

through the issuance of a Contract Amendment, SOW Change Order (attached hereto as

Exhibit J and made a part hereof) or Purchase Order Revision. All of the provisions of the

Contract shall apply to Changes. Upon receipt of a Contract Amendment, SOW Change

Order or Purchase Order Revision, approved by the parties, the Contractor shall continue

performance of the Scope of Work as modified. Notwithstanding the foregoing, orders for

CTO Products may not be changed, modified or cancelled once Contractor has accepted an

order for CTO Products and the order is in production. Contractor agrees to make

commercially reasonable efforts to process SOW Change Orders to modify shipment

instructions for orders ofCTO Products, provided that such order has not already shipped.

49. ASSIGNMENT

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a. The Contractor shall not assign, transfer, convey, or otherwise dispose of the Contract or a

purchase order (or the right, title, or interest in it or any part of it) without the prior written

consent and endorsement of the District, which consent shall not be unreasonably withheld.

b. No rights under the Contract shall be asserted against the District, in law or in equity, by

reason of any assignment of the Contract, or any part thereof, unless authorized by the

District as specified in this Section.

c. Any assignment of proceeds of the Contract shall be subject to all proper setoffs and

withholdings in favor of the District and to all deductions specified in the Contractor

purchase order. All monies withheld, whether assigned or not, shall be subject to being used

by the District for completion of the performance of the Contract, pursuant to the terms of the

Contract. In the event that the District consents to such assignment ofmonies, written notice

thereof shall be given by the Contractor to the District at least ten (l0) days before payment

is due.

50. SEVERABILITY

In the event any article, section, subarticle, paragraph, sentence, clause, or phrase contained in

the Contract or purchase order shall be determined, declared, or adjudged invalid, illegal,

unconstitutional, or otherwise unenforceable, such determination, declaration, or adjudication

shall in no manner affect the other articles, sections, subarticles, paragraphs, sentences, clauses,

or phrases of the Contract, or purchase order, which shall remain in full force and effect as if

the article, section, subarticle, paragraph, sentence, clause, or phrase declared, determined, or

adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, was not originally

contained in the Contract or purchase order.

51. GOVERNING LAW

This Contract between the District and the Contractor shall be subject to the laws- of the State of

California.

By entering into the Contract, the Contractor consents and submits to the jurisdiction of the

Courts of the State of California, County of Los Angeles, over any action at law, suit in equity,

and/or other proceeding that may arise out of the Contract.

52. (Reserved)

53. (Reserved)

54. NO WAIVER

Failure of the District to enforce at any time, or from time to time, any provision of the Contractshall not be construed as a waiver thereof. No waiver by the District of any breach of any

provision of the Contract shall constitute a waiver ofany other breach or of such provision.

Failure or delay by the District to insist upon strict performance of any terms or conditions of the

Contract, or to exercise any rights or remedies provided herein by law, shall not be deemed a

waiver of any right of the District to insist upon strict performance of the Contractor's

obligations set forth in the Contract, or any of its rights or remedies as to any prior or subsequent

default hereunder.

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55. CONFIDENTIALITY

In accordance with the Family Educational Rights and Privacy Act ("FERPA"), Contractor is

authorized, as the agent of the District for purposes of FERPA, to access pupil record

information for which Contractor has a legitimate educational objective under the terms and

conditions of this Contract. Contractor acknowledges and agrees that District remains the owner

of all pupil record information of District students. Contractor acknowledges and agrees thatContractor shall use the data shared under this Contract for no purpose other than the work stated

in this Contract as authorized by Section 99.31(a)(l)(B) of Title 34 of the Code of Federal

Regulations. Contractor further agrees not to share any individual student data received under

this Contract with any other entity and Contractor shall not disclose any pupil record information

to any third party without prior written approval by the District and in accordance with

applicable laws and regulations.

Contractor agrees that for and during the entire term of the Contract, any information, data,

figures, records, findings and the like received or generated by the Contractor in the performance

of the Contract, shall be considered and kept as the private and privileged records of the Districtand will not be divulged to any person, firm, corporation, or other entity except on the direct

authorization of the District. Further, upon termination of the Contract for any cause, Contractor

agrees that it will continue to treat as private and privileged any information, data, figures,

records and the like, and will not release any such information to any person, firm, corporation or

other entity, either by statement, deposition, or as a witness, except upon direct written

authorization of the District.

The Contractor shall not publish information or technical data acquired or generated by the

Contractor in performing the Contract until such time as such information or technical data is

released in published reports by the District.

56. NONDISCRIMINATION

In connection with the performance of this Contract, Contractor agrees that it will not, on the

grounds of race, religious creed, color, national origin, ancestry, physical disability, medical

condition, marital status, sex, sexual orientation, or age, discriminate or permit discrimination

against any person or group ofpersons in any manner prohibited by Federal, State or local laws.

57. VEHICLE SAFETY AND SECURITY

It shall be the responsibility of the Contractor to ascertain the District Branch or Office under

whose direction the Service and delivery ofProducts and Software shall be performed. The rules

and regulations pertaining to safe driving on school grounds, and surrounding neighborhoods

particularly when students and children are present, must be adhered to. The Contractor's

drivers shall exercise extreme caution at all times and be sensitive to community concerns

regarding excessive noise. Maximum speed on campus is 5 M.P.H.

Drivers entering school premises when school is not in session shall lock any gate or door to

which they have access, both when entering and/or leaving the grounds. Gate keys, as may be

required, will be furnished by the District Branch or Office supervising the service. Any unusual

condition noted by drivers, such as gates or doors found unlocked or open or evidence of

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vandalism, should be reported to the School Police Department of the Los Angeles Unified

School District, Tel: (213) 625-6631 (24 - hour telephone number).

Considering that many of the District's schools are located in community neighborhoods, the

Contractor shall have their drivers observe all applicable ordinances and/or restrictions

pertaining to operating times and noise abatement.

Any Contractor, whose business operation requires a DMV Biannual Inspectionof

Terminal(BIT), must do so under the terms of this contract. The Contractor shall immediately notify the

District of any inspection failure.

58. HOLD HARMLESS CLAUSES

A. Indemnity: Subject to the exceptions in this Subsection 58.A and the terms of Subsection

58.B below, Contractor will defend, indemnify, and hold harmless any proceeding or action

brought by a third party against LAUSD to the extent based on a claim that: (a) an Apple

Product that LAUSD has paid to acquire from Contractor infringes a U.S. patent, copyright,

trademark or trade secret; or (b) personal injury or tangible property damage suffered by such

third party was caused by Contractor's gross negligence or willful misconduct during theperformance of Services. Notwithstanding anything to the contrary, Contractor is not liable to

defend or be responsible for any claims or damages arising out of or related to: (i)

modification of any Apple Product; (ii) combination, operation or use of any Apple Product

with non-Apple branded Products or other programs, data or documentation; (iii) the

District's violation of any import or export control requirements, regulations and laws; (iv)

the District's use or exportation of any Products into any countries identified on any U.S.

Government embargoed countries list; (v) use of any Apple Product in a manner not

authorized under the applicable license temls; (vi) any other Products; or (vii) LAUSD's, its

agents, employees or contractors' negligent acts or omissions. THE ABOVE IS LAUSD'S

SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR'S ENTIRE LIABILITY FORALL SUCH CLAIMS.

B. NoticelDefense: The District shall promptly notify Contractor in writing of any claim,

demand, proceeding or suit of which the District becomes aware which may give rise to a

right of defense under Subsection 58.A above ("Claim"). Notice of any Claim that is a legal

proceeding, by suit or otherwise, must be provided to Contractor within thirty (30) days of

the District's first learning of such proceeding. Notice must be in writing and include an offer

to tender the defense of the Claim to Contractor. Contractor, if it accepts such tender, may

take over sole control of the defense of the Claim. That control includes the right to take any

and all actions deemed appropriate by Contractor in its sole discretion to resolve the Claimby settlement or compromise. Upon Contractor's acceptance of tender of a Claim, the

District will cooperate with Contractor with respect to such defense and settlement. If a

Claim is settled and to the extent permitted by law neither party will publicize the settlement

and will make every effort to ensure the settlement agreement contains a non-disclosure

prOVISIon.

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C. Mitigation of Damages. In the event of a Claim, Contractor. will be entitled (but not

obligated), at its sole option, to: (i) procure for the District the right to continue use of the

applicable Apple Product(s); (ii) replace the applicable Apple Product(s); (iii) modify the

applicable Apple Product(s); or (iv) refund the amount paid by the District to Contractor for

the applicable Apple Product, less depreciation.

59. LIMITATION OF LIABILITY

EXCEPT FOR THE INDEMNITY OBLIGATIONS ABOVE IN SECTION 58, THE

MAXIMlTM AGGREGATE LIABILITY OF CONTRACTOR FOR ANY AND ALL CLAIMS

AND DAMAGES ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER

ARISING IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, STATUTE OR

OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE LESSER OF

THE AMOlTNT PAID TO CONTRACTOR DURING THE TWELVE (12) MONTHS

IMMEDIATELY PRECEDING THE CLAIM OR TWENTY MILLION UNITED STATES

DOLLARS ($20,000,000). IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR

INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT DAMAGES (INCLUDING,WITHOUT LIMITATION, CLAIMS FOR LOST BUSINESS PROFITS OR REVENlTE, LOSS

OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, OR THE COST OF

PROClTREMENT OF SUBSTITUTE GOODS OR SERVICES) OR FOR PlTNITIVE OR

EXEMPLARY DAMAGES, WHETHER AS A RESULT OR BREACH OF CONTRACT,

WARRANTY, TORT, STRICT LIABILITY, STATlTTE OR OTHERWISE. THE REMEDIES

SET FORTH IN THIS AGREEMENT SHALL BE THE DISTRICT'S SOLE AND

EXCLUSIVE REMEDIES FOR ANY AND ALL CLAIMS AGAINST CONTRACTOR, ITS

AGENTS AND SUBCONTRACTORS IN CONNECTION WITH OR RELATED TO THIS

CONTRACT. THE PARTIES FURTHER AGREE THAT THE LIABILITY CAP SET FORTH

HEREIN SHALL NOT BE APPLIED CUMlTLATIVELY OR ON A PER CLAIM BASIS AND

NOTHING SHALL BE CONSTRlTED SO AS TO ENLARGE THAT AGGREGATE

LIMIT. THE PARTIES AGREE THAT THE ABOVE TERMS REPRESENT A FAIR

ALLOCATION OF RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD

NOT HAVE ENTERED INTO THE AGREEMENT.

60. AUDIT AND INSPECTION OF RECORDS

The Contractor shall make all books and records directly relating to the performance of theContract available to the District at all reasonable times and without charge to the District. Saidevidence/records shall be provided to the District within sixty (60) Business Days of a written

request from the District and no more than once per year. Subject to any inspector or auditor'ssignature on Contractor's confidentiality/nondisclosure agreenlent, Contractor agrees tocooperate with any audit to provide reasonable access to relevant materials at District's sole costand expense.

Contractor's Subcontractors shall maintain books and records related to the performance of thisContract for a period of three (3) years after the later of the date of completion of the Contract orthe date of final payment under the Contract.

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Any information provided on machine-readable media shall be provided in a format accessible

and readable by the District. The Contractor shall obtain from its subcontractors written

agreements to the requirements of this Section 60 and shall, upon the District's request, provide

a copy of such agreements.

Any information, books, records and supporting documents made available in the course of any

audits pursuant to this Section 60 are the sole and exclusive property of Contractor and the

confidential information ofContractor and will be maintained in strict confidence by the District.Any Auditor General is subject to agreement to Contractor's standard confidentiality terms upon

commencement of such audit.

61. ENVIRONMENTALLY PREFERRED PRODUCT PROClTREMENT PROGRAM

The Los Angeles Unified School District has established a policy to buy, wherever/whenever

practical, environmentally preferable products to meet its needs and to foster market

development for recycled products. The District recognizes that the availability of recycled

products may be periodically limited. Therefore, the policy is intended to help develop the

market for recycled products, and to increase District usage of environmentally preferable

products, where and when economically feasible, as the market develops.

This policy covers all procurements, both of goods and services, to support the purchase of cost

competitive recycled products, and products that contain recycled content of equal utility and

function, where a stable supply chain exists to meet the demands of our schools, and if there is

no additional cost to the District.

62. (Reserved)

63. PRODUCT SAFETY COMPLIANCE

Contractor shall comply with applicable sections of ASTM 963.07 (e) 1 and shall guarantee that

the products provided under this contract shall not contain harmful substances that exceed the

levels permitted in California Proposition 65 (Title 22, California Code of Regulations, Section12000). Contractor shall also comply with all applicable requirements of the Consumer Products

Safety Commission.

64. FINGERPRINTING

The Contractor and its subcontractors, as applicable, shall comply with the requirements of

California Education Code Section 45125.1, and perform the following acts:

a. Require all current and subsequent employees ofContractor who may enter a school site

during the time that pupils are present to submit their fingerprints in a manner authorized by

the California Department of Justice (the "CADOJ").

b. Prohibit employees ofContractor from coming into contact with pupils until the CADOJ hasascertained that employee has not been convicted of a felony as defined in California

Education Code Section 45122.1.

c. Certify in writing, using the District's fingerprinting certification form (available at the

Office ofRisk Management and Insurance Services (ORMIS) website) to the District that

neither Contractor nor any ofContractor's employees who may enter a school site during the

time that pupils are present have been convicted of a felony as defined in California

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Education Code Section 45122.1 and provide such certification to the District's Office of

Risk Management and Insurance Services (aRMIS).

d. Provide a list of the names ofContractor's employees who may have contact with pupils to

the District's Office ofRisk Management and Insurance Services (aRMIS). This list shall

be updated for employee changes and shall list employees by appropriate school site.

65. SOFTWARE

Apple Software

The District acknowledges that Products often contain not only hardware but also software,

including but not limited to, operating systems and applications. Such software may be included

in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately

on disks or on other media. Such software is proprietary, is copyrighted, and may also contain

valuable trade secrets and is protected by patents. The District, as an end user, is licensed to use

any software contained in such Products, subject to the terms of the license accompanying the

Products, if any, and the applicable patent, trademark, copyright, and other intellectual property,

federal and state laws of the United States. In the event of any conflict or inconsistency between

the terms of this Contract and any license terms accompanying any Product, such license termsshall control solely as to the Product covered by those terms.

Unless the District has obtained Contractor's prior written consent, the District, in addition to

any obligations or restrictions set forth in any license, which may accompany a Product, shall not

copy the software. The District shall not disassemble, decompile, reverse engineer, copy,

modify, create derivative works thereof or otherwise change any of the software or its form.

66. SERVICE TERMS

a. Services Statements of Work: In addition to the purchase of Products, this Contract shall

serve as an agreement for the acquisition of "Deployment Services and Training Products"

from Contractor to District. The parties shall execute a statement of work ("SOW") for all

such Services to be performed substantially in the format as agreed upon by the parties and

shall incorporate all the terms and conditions herein. Each SOW shall be uniquely numbered

and signed by an authorized representative of both parties. Each SOW shall set forth, at a

minimum, a description of the Services, the number of personnel assigned to the Services,

the duration of the Services and the fees for the Services, unless such fees are already

included in the price of the applicable Product. The SOWs for Phase 1 of the Common Core

Technology Project are contained in Exhibit A.

b. Delivery: For Phase 1 of the Project, Contractor shall make reasonable efforts to provide

Services on a timely basis in accordance with the Implenlentation Plan and as specified in

each related SOW. Delivery requirements for Phases 2 and 3 of the Project will be made in

accordance with the then current Implementation Plan and related SOWs, as agreed by theparties. Contractor may reassign and substitute personnel (except for key personnel subject

to Standards of Performance, Section 44.c, above) at any time and may provide the same or

similar Services to other customers or districts. Contractor reserves the right to utilize

subcontractors in the performance of Services.

c. Compensation; Fees and Expenses: Unless specified otherwise in a SOW, fees and

expenses for Services performed under the Project shall be included in the price for each

CCTP iPad Bundle as specified in Exhibit B.

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Contract# 1400028



d. Ownership: Any ideas, concepts, inventions, know-how, data processing techniques,

software or documentation developed by Contractor, Contractor's personnel or

subcontractors (acting alone or jointly with District) in connection with Services provided to

District will be the exclusive property of Contractor (referred to as "Contractor

Information"). Contractor grants District a nonexclusive, royalty-free, non-transferable

(without right to sublicense) license to use the software or other proprietary rights in the IT

Services developed under this Contract. Contractor may (but is not obligate to) provideDistrict with specific, customized or unique suggestions or information as part of the IT

Services developed by Contractor, but excluding any Contractor Information, and which

suggestions or information do not have application to other customers of Contractor

("District-Owned Information"). If applicable, Contractor will identify all District-Owned

Information and furnish that District-Owned Information to District, subject to the

qualifications set forth in this Contract, and District will own all of right, title and interest in

the District-Owned Information, excluding any Contractor Information.

(l) Apple Professional Development Materials

Subject to District's compliance with any and all applicable licensing terms, Content

Provider grants District a nonexclusive, royalty-free, non-transferable (without right

to sublicense) license to use the Apple Materials developed under the Contract

resulting from bid award.

(2) Pearson Professional Development Materials

Pearson Education, Inc. ("Pearson," a subcontractor of Contractor) will also deliver

professional development to the District, and will retain ownership of any offered

curriculum products or materials, including any derivatives or enhancements thereto.

Pearson will not grant rights to the District under a Creative Commons license;

however, subject to any and all applicable licensing terms mutually agreed to by

District and Pearson, Pearson will grant District a limited license to use its offered

products and materials, unmodified, for internal purposes only.

e. Contractor reserves for itself all rights in and to the Contractor Information. Except as

expressly granted in Subsection 66.d above, no other licenses, express or implied, are granted

to the District with respect to the Contractor Information.

f. The parties agree that IT Services are included within the meaning of Services.

g. The parties agree that the installation of any third-party software by Contractor at the request

of the District shall be in accordance with the Solution Software Installation Agreement,

attached hereto as Exhibit K and made a part hereof.

67. ORDER OF PRECEDENCE

This Contract contains the entire agreement between the parties regarding the purchase of

Products from Contractor and supersedes any other prior oral or written agreements. In the event

of any conflict among the following documents, the order of precedence shall be:

This Contract No. 1400028 and all its amendments, exhibits, addenda and Statements of Work;

Contractor's Best and Final Offer (BAFO) dated May 6, 2013, as revised May 21, 2013;

Contractor's Proposal dated March 28,2013; and LAUSD RFP No. 1118.

68. SURVIVAL

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Contract# 1400028



All defined terms and the following provisions shall survive any termination of this Contract: 4,

5, 46, 50, 51, 59, 60, 65, 66.d, 67, 68, Exhibit D, and any other section that by its terms is

intended to survive the term hereof, shall survive the expiration or termination of this Contract.

69. SMALL BUSINESS ENTERPRISE (SBE) UTILIZATION

Contractor shall make commercially reasonable efforts to meet the LAUSD SBE Utilization goal

via submittal of federal SF295 form or other good faith effort.

70. WORK BASED LEARNING

Contractor shall make a good faith effort to provide work based learning opportunities to benefit

LAUSD students.

71. This Contract may be executed in counterparts and, if so executed, each such counterpart shall

have the force and effect of an original. A facsimile signature or signature scanned and sent by

electronic mail shall have the same force and effect as an original signature.

Signature Page Follows

of29

Contract# 1400028



The duly authorized representatives of the parties execute this Agreement as of the dates setforth below.

Apple Inc.

SIGNATURE:

PRINT NAME:

Christina M. Quezada,

Contract Operations Manager

TITLE:

DATE:

JUL 12 2013


SIGNATURE:~ -PRINT NAME:

TITLE:

DATE:

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Contract# 1400028



EXHIBIT A

SCOPE OF SERVICES

Contract# 1400028



Exhibit A A-1

,f.\pple Inc.tatement of Work

D e l l v e r T o - - - - - - - - - - - - - - - : ~ - _ _ , i .

...D::: leh '- 've :: :"ryC7'COli=tact=---- - - - - - - - - - -+I- : . -

organIzation

Address 1

A d d ~ 2 State Zip

Phone

Email Address I:

Agreement Infonnation-----------.,

062481216623Agreement Number

PO Number

Apple Contact ------------__,

WestAiea

Alex SiemsApple Contact

512-674-8065Phone

[email protected] Address

Summary of services (see attached Summary ofSeJiYice)------------------------,

LAUSD: cart Deplovment 5ervIces Scope

Apple Professional Services will provide LAUSD with the: escription on the attached summary.

Please see page (2) for details

The Terms and Conditions on the LAUSD contract 14000' 8 are applicable.

Please sIgn and fax this Fonn to 05-489-7864 or email to eduservicesOapple.com

~ ~ a ~ n d ~ A A ; ; I ; e ; ; c . ~ r A p ~ P I e ; : " J ; : - ; , y ; ; ; t h ~ e ~ s i g ; n a ; : ; ; t u ~ r e ; o f ; ; ; ; t h ; ; ; ; e i r ; t ~ I r : : : : : : : : : : : : : ; : : J : ; - r l : : : : ~ ~ : ~ : : : : 1 1 ;I... ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ : ; lauthori2ed r e ~ t a t i v e n OfServices. _ .descri in a e terms and conditions set forth on Estimawd Start Date estimated End Date Engagement Type

:u$tO Sig re ~ l p a r t N u m b e r 19> Rate II TotaJUnel

(1\i/l(.lllll!-k(1 CI.,/f f ~ ~ i I M ~ I ..."..,,,,, :Rr... :' ~ ' U " "C u s t ( r t : : e A ~ t ~ \ n JUl 2013 }ENumber Qty ( U ~ ) TotalUne3ate

A P p ~ ~ s t i l 1 a ~ t . ..-i. : i t t : t e ~ . . , . - - - : - - - - = - : - . . , - - , - . . . . , . . - - - " G f ~ ~ c t . Q p e : r a : t l O L ) : 1 sManager Estimated Expenses IApple Name & lltte (print) I Total estimated Charges = = = = = ~

P o ~ 1

Contract# 1400028



• 062481216623Agreement Number

"

su,mary ofservicesI

n 1063 - LAusD: e.t Deployment ServasScope 'I,

II

Eng8gement SumlMry i

This Description of Services is attached to and integrated infhe Statement ofWork for Services performed by Macprofessionals and BellTechlogix ('Providers'), on behalf of Apple, Inc ('Apple') da as of 3rd July, 2013. The Services are provided for the benefit of LosAngeles Unified School District ('LAUSD') as part ofCommn Core Technology Project ('CCTP') Request for Proposal # 1118 andspecifically address the optional Bretford Cart Deployment i r Apple's RFP response

NOTE: The semces tlesailJedhere are dependenton LAUSDse1ra1ngone ofApplej- optiOfl{/IcaltsolutionsoutlinedinApp!ej-RFPresponse.A d d i t i o n a / ~ theservices requiredfor aporticulorcoltoptionnfy change j{LAUSOchoosestochange the iPoddeploymentmodeltocaltsyndng foranygrotles. \

SERVICESTO BE PROVIDED

Apple Professional Services will complete the following: !.

Apple shall render such services as may be necessary to o ~ p l e t e In a professional manner the project described below in accordancewith the following description of services: I:

I

PROVIDER. LOGIS11CS AND PROJECr MANAGEMENT

*pple's providers will supply all logistics for the project ite covered under this contract. Providers will also assign dedicated Project

Management personnel to manage their responsibilities for ms covered under this contract.\

CUSTOM DELIVERY Carts will be delivered to all school sites as determined by tHe schedule set by the Apple Project Management Office ('PMO') and LAUSD.Deliveries will be made on weekdays between 8:00 AM and .:30 PM.

1

Delivery includes:i

1

- Delivery of Carts to each school building I- Apple PMO will collect signed copies of Proofof Delivel)' fr0m carriers within three (3) days of delivery to school,CART INSTALlATION i

Apple PMO will coordinate cart installation with Providers a s ~ g r e e d upon by LAUSD and school site contacts. Apple PMO will provideschool site name, contact info, address and installation sche ule to Providers. When Providers' delivery teams are on site, an authorizedschool representative is to be onsite with them at all times t facilitate and approve delivery. Upon arrival of Providers' delivery team,authorized school personnel will provide parking and access or delivery vehicles. Providers are not responsible for locking or unlockingbuildings or rooms, disarming or setting alarms, locking or u locking parking or security gates or turning on or off ights. '

Installation includes:I

- Unbox and assemble cart '

- Place asset tag on cart and record asset data ,- Connect and test all required power and USB cabling I-Place cart in customer pre-defined location in school b U i l d i ~ -Unbox the iPads- Connect each iPad to it's slot cable and confirm the iPad in icates it is being charged-Remove all packing material to central location In each buil ing for Apple Recycling to collect- Obtain Confirmation of Acceptance from LAUSD site corna for Apple PMO

ASSET DATABASE ' :Within three business days after completion of the delivery, ~ r O Y i d e r s will submit an electronic MS Excel format •Asset Database' copy ofall items deployed. Report to include the following fields: i

I

- Date of purchase- Date of delivery- Purchase order number- Cart serial number

- Cart asset tag number- School location code to which cart was delivered .1

I

Report will also include reference to any hardware found 001 as well as inventory of DOA replacements received and entered into AssetDatabase before delivery date. ·Ii

""'''''''nit'oI. __ ,1ixm,.,2 tJIVT_U _2 ~ . M 8 _, _121t1621

Contract# 1400028



DOA PROCEDURE

Providers will identify any DOA carts during installation and:infonn Apple PMO. Any defective carts will be replaced by Apple incoordination with the cart manufacturer and according to tne manufacturers warranty Terms and Conditions.

I

APPLE RESPONSIBILITIES :Designate a Project Manager to work with Providers and LAUSD.I'Provide the following details to the Providers: !'- LAUSD coordinated installation schedule for carts '

- Numbers of carts to be installed at each site i

- Numbers of Pads to be Installed in each cart at each site I!.- Ust of ocations within each school where carts should be p.aced- Contact infonnation for a LAUSD-based representative to sign proofof delivery receipts at each school site upon completion ofinstallation at that site IILAUSD RESPONSIBiunES I

Designate a Project Manager to work with Apple PMO T e a ~ Provide the following details to the Apple PMO team ten (lQ) business days prior to reqUired delivery date:

I

- Numbers of carts to be installed at each site i- Numbers of IPads to be installed in each cart at each site II- Ust of locations within each school where carts should be flaced- Contact infonnation for a LAUSD-based representative to proof of delivery receipts at each school site upon completion ofinstallation at that site :

ISSUE RESOUII1ON i

Providers will conduct conference calls as necessary and c ~ d i n a t e with the Apple PMO to resolve delivery and technical issues. As soonas a technical or logistical issue occurs, the Provi.ders will 1m I ediately escalate the issue to the Apple PMO, who will assign a ProjectManager or Project Engineer to address the issue. Ifthe Ap e PMO requires additional engineering support, the PMO will escalate to theApple Professional Services National Delivery team. I

I

Providers will carry the necessary insurance for all Apple pr uets while the products are in the control and possession of Providers.. ~ ~ roviders will provide Proof of Insurance, indudlng Workma Insurance. Providers insurance certificate will be a Broad Form vendor

endorsement document that names Apple as an Additional nsured.

CONFIRMATIONOF ACCEPTANCE lLAUSD agrees to sign and return a Confirmation ofAcceptal1ce (-COAj document for delivety of iPads and accessories to each school. Atthe end of each week during the project, the Apple PMO present the COAs for each school that received completed delivery duringthe previous week for the LAUSD project manager to sign. USD agrees to return signed COAs within five (S) business days of theirreceipt.

I

'

Agm!nNNlt 06<'18'2'662.1Customer Initials

Contract# 1400028



Exhibit A A-2

•pple Inc.Statement of Work

DelIverTo-------------+:'----, Agreement Information- - - - - - - - - - - - ,

DeliYel}' Contact

urganlza!lon

A d d ~ 5 S 1

A d d ~ s s 2

State Zlp

PhOne

EmaR Address I

LAUSD: Projed Manave'Mnt and Project EngIneerT


PO Number

Apple Contact ---------------,

West

Area


512-674-8065Phone


Summaryof5ervices (see attached Summary of e ~ c e ) - - - - - - - - - - - - - - - - - - - - - - - , Scope

Apple Professional Services will provide LAUSD with the i:iescription on the attached summary.


I

I'

I

The Terms and Conditions on the LAUSD contract 14000·: 8 are applicable.

Please sign and fax this Form to 05-489-7864 or email to eduservicesOapple.com

A u t h o r f z a t i o n - : ; ; ~ ; ; ; : - ; : ~ ; : ; : : : ; - ; : - ; ; : : : : : ~ ; ; . - ; : : t - ; : : : : : ; ; ; ; ; ; ; ; : = = = ~ - ; = = : : : : : : : ; ; = : : : : ; - ; : : : : : : ; ; = : = = : : : = : : : : ; - ]Customer rCustDmer") and Apple Inc. ("Apple'), by the signature of their I I I IJIauthorizI:d ~ ~ ~ 5erv1ces 0 , ,_-=.-... . , . . .".---::----'. _ . . - - - = - - - _ - . . . . . l : : : = ~ r l b e d : ~ : ~ O IEstimated Start Date Estimated End Date EngagementType

- = - _ - = - ~ ~ ~__ l ~ l \ J \ Iv .10 1!tY l U n ~ ) II Total Une 1. . ; : . . . . . . . _ ~ ~ = = = - ' . Part Number Rate

C Signat- r t. ~ I lr=Jr IIffiH'iWL J \ , ; t r u C " l h / 5 B ' " , / J C U l l V ~ Ie lU , - r l RateartNumber II-:;::::Tota:;;;::lun::"'>"e2

Customer Name & lltle Cpr! ..J. I --l L .~ ~ . . x ~ ~ ~ ~ ; : ; ; ; ~ ~ JUh 12iaFfZUJ3, ~ P a r t ~ N ~ W T l ~ b e r - - - - - _ - - - J Qty (lJnilsIl)oys) Rate Total Une 3

Mtetlue a Estimated Expenses I

Apple Name HItIe (print) Contract p e r a t i o n ~ Manager Total Estimated Charges r ~ = = = ~ APSAgn!elTlmtFormHv2 OIVl.1l201J Pagel

Contract# 1400028



• 062484116624

Agreement Number

S u ~ r n a r y of Servicesn10&3 - LAUSD: ProjectM.MgIIMIIt and Project s.mc.s 5cDpe

EngIgement5L1n1Mry,Apple Professional Services will assist Los Angeles Unified ~ o o l District (LAUSD) with the planning, oversight, and implementation of theCommon Core Technology Project (·CCTP"). !

This project will indude a Professional Services team c o n s ~ ~ n g of Project Manager(s) and Project Engineer{s) that will be assigned toLAUSD's SChools CCTP project upon execution ofa PUrchilj Order and signed Statement ofWork.

Rlqund AppleRIIouIaSId....Apple Professional services (APS) will assign experienced p

'tsonnel to work on-site and off-site to assist LAUSD with the planning and

execution of the cap project for Phase IofCCTP. 'I

The personnel will have past professional experience with following:

- Project Management of OS Xand iDS Deployment p r o j ~ ; - Technical Management ofOS Xand iOS Deployment projf,ftS- Coaching and Mentoring in OS Xand IDS platform t e c h n 9 1 ~ i e s (e.g. Apple Configumor)

I'

= ~ e Professional Services Team may include b ~ t a r e not limited to:

*rojectMMagement te of the project, and Identifying any constraintsOeariy Identify the project's scope, assessing the current- Oearly identify and communicate project dependendes, es and responsibilities• Establish project communication practices• Document and communicate project changes in a c c o r d a ~ with the procedures as expressly set out in the Apple contract- Develop a mutually agreed upon, realistic roll-out schedui'ln conjunction with LAUSD• Monitor project activities and take action as necessary to tigate risk and/or resolving Issues- Conduct regular conference calls (cadence to be agreed u n daily and weekly calls) with LAUSD and Apple personnel to facilitateteam communication, timely decision making, and p r o g r e ~ acking- Monitor Apple shipments and work with LAUSD to ensurel*" items are delivered- Work with LAUSD and Apple resources to schedule, prepa !.for and coordinate Professional Services engagements associated with theproject, such as Integration services and Apple Professional ipeVelopment- Coordinate one to many installation coaching and mento mg sessions per site- Monitor and communicate project status in a timely fashi- Fadltate planning meetings to Identify the project scope, etermlning roles and responsibilities, defining activities and developing aproject work plan (tlmeline) including, but not limited to, it s outlined in Apple's RFP response Section 12.1.- Coordinate Imaging and asset tagging of Apple hardware ith Apple Professional Services Providers- Coordinate delivery and on-site preparation ofApple hard are- Consult and advise LAUSD on planning roll out events I- Work with customer contact at each location for roll-out ~ r l e n c e and process prior to rall-out

Project EngInHmg ;- iDS technical leadership i

- Process guide creation for technical coordinators roIl-out p ~ e s s . - Technical coaching and Mentoring of LAUSD technical coo inators In preparation of roll-out activities in one to many coaching sessions-Technical coaching and Mentoring of LAUSD District level ff

- Technical process pre-roll out support ,- Technical process post roll-out support ~ - Track open iDS profilelload-set related Issues and rnanagin ' related escalations- Update technical process and procedure documentation a project evolves- Technical, process and procedural guidance for all APS pro ders- On-site school visits to fadJltate knowledge transfer as ne- Establish imagelload-set requirements with LAUSD l e a d e r s ~ p in cooperation with the Apple sales Team- Interface with Applecare as it relates to the field non-hardvrre related Service requests

ISSUERESOWI1ON !PMO will conduct meetings as necessary and coordinate w i t ~ the respective parties to resolve any project related Issues. As soon as atechnical or logistical Issue occurs, the Providers w l l i l m m e ~ ! f e l y escalate the issue to the Apple PMO, who will assign a Project Manageror Project Engineer to address the issue. If the Apple PMO re<jluires additional engineering support, the PMO will escalate to the AppleProfessional Services National Delivery team. I .

,

I Poge2 Agmmmt J Q f M l 1 ~ ~ ustomer Inidlls Apple Initials

Contract# 1400028



CONRRMAllON OFACCEPTANCE. .

LAUSD agrees to sign and retum aConfinnation of Acceptarce (COAl document on a monthly basis for Apple Project Management andApple Project Engineer services.

CUSTOMERRESPONSIBlunES ;LAUSD Is responsible for providing the following for these trvices:

- LAUSD will assign a Project Manager to work with the Apple PMO Team and coordinate LAUSD project personnel, equipment, andactlvities needed to complete this project r- Provide sufficient space, power and network connectivity f'W the Installations

- Provide office space for the Apple PMO team. The expect:tnumberof resources will be 8 that need to co-Iocate in the LAUSD facility.Additional resources will be added to prepare for next pha- Ensure facility Is accessible and required personnel are ava able during scheduled time of Installation- Make available adesignated LAUSD district representative signature authority to review the acceptance criteria and sign the Confirmation of Acceptance for services outlined In this scor .

B ~ ~ !

The projectmanager's scope does not include: I- The Apple Project Manager's role Is not to manage the LAySD staff, but to help LAUSD facilitate their project and together deliver asuccessful project.

0A£pple Inillaisustomer Initials

Contract# 1400028



Exhibit A A-3

•pple Inc.Statement of WorkD e l t v e r T O - - - - - - - - ~ - _ _ f _ : ~ : - - - - ,

i"'De:::J1IIV"'e:=ryC7'co:: ':ntaet=------------1I.... l. --Orgalllzafion i·

Address 1

Address 2

StaleZip I

Phone L·~ - - - -mail Address I:

AgreementInformItfon------------,

062485816625A 9 ~ m e n t Numbef

PO Number

Apple Contact --------------,

WestArea

Alex SiemsAJ>I)Ie Contact

512-674-8065~ [email protected] Address

Summary of Services (see attached Summary ofSe I ice)----------------------- ;

LAUSD: DeploymentSeme. SCope

Apple Professional Services will provide LAUSD with pesaiption on the attached summary.

IPlease see page (2) for details

I

Th 'T,, ,,,, ood Coodmo'" """ , , AUSD " ' " "" ,,4I

". " p l ; " , ~ , .

theLAUSO

Please sign and fax this Form to 05-489-7864 or email to eduservlcesChlpple.comAuthorization I

GJstomer ('Customer"] and Apple Inc. ("Apple"J,by1he s i g n a ~ oftheit \ I I I I 1authorized representative beIow,agree provision of Services I _ • . :- ----...Jdescribed herein I a . rms and c . . set forth Estimated Start Date Estimated End Date EngagementType

I ICJI IIl \ 0

I

Part Number Qty (UnlWDoys) Rate Total Une 1

Cust • ture \ • te J 1c:::J1 IIfrtH ~ , ~ ~ t ~ ( ; C b \ t f . . m i l l b ! ~ I1lKltno/partNumber r(\J9"") Rate Total Une 2

Customer Name & rrtle (pmt) II I I --I L I IO l t r i ? ? ~ JUt 12 2013 1 Part Number Qty (Unlb/Doyl) Rate L..Tota""""j""""Lin-e)....J

A p p l e S l g n a ~ S t l n a l M . Quezfda ..stimated Expenses1----.....Apple Name &TrtJe (print) Contract Operatiors Manager Total Estimated Charges 1

1APSAglf!l!n1t!llfFonnHv2 {)6/13120l.J I Page f A g ~ n f ()(j2-1MBf6625

\

!

Contract# 1400028




suimary•f services

n 10&3 •LAUSD: DepIofmInt ServkM 5cDpe for eCTP '

EngIgement SlIInI'MlJ i

This Desaiptlon of Services is intended to be attached to Integrated In the Statement of Work for Services performed byMacprofessionals and Bell Techloglx (·Providersj for Phase the Common Core Technology Project. on behalf of Apple, Inc ("Apple")dated as of 3rd July. 2013. The Services are provided for thel nefit of Los Angeles Unified SChool District as part of Common CoreTechnology Project ("CCTP") Request for Proposal '11 18 an. specifically address provisioning. configuration and delivery of IPads andaccessories. '

SEIMCIS1'0BE PROVIDEDApple Professional Services will complete the following:

Apple shall render such services as necessary to complete 11 a professional and timely manner the project described below In accordancewith the following procedures: I'1

PROVIDER lDGIST1a AND PROJECT MANAGEMENT 1\Providers will supply all logistics for the project Items o v e ~ under this contract Providers will also assign dedicated ProjectManagement personnel to manage their responsibilities for !tems covered under this contract.

, I RECEMNG ANDWAREHOUSING "Providers will receive and warehouse the following list of q ~ l p m e n t In providers' secure, climate controlled warehouse:

I

- iPads (Retina Display) I-AppleTVs- Apple EarPods- Grlflln Survivor Ca5e5- HDMI Adapters- Mac minis I

All pallets of product will be inventoried, labeled and organ by destination school. Each boxor pallet will be labeled with a barcodeand school name. Providers will reconcile deliveries with ord r information from Apple and report any disaepancles immediately to theProject Management Office (PMO.) t

= ~ I = ~ = ~ S , a sample device W J ~ ' be proVided to Apple for final validation and approval of he provisioningprocess. This step allows for multiple Intemal reviews until t e process Is deemed ready and approved, to ensure ahigh-fidelitydeployment Providers will not provision the iPads without s ned approval from Apple of this provisioning process. It is the responsibilityof the Apple Project Management Office to provide In writln that LAUSD has properly licensed versions of all software. Providers are only

responsible for the Installation of the software. Apple's sign Final Device approval forms to be given to Providers no later 7/26/2013.CUSTOM PROVISIONING PROCESS '

NOTE: T1Ie servkes described maydtonge fLAlISO to change the iPrxIdeployment1T1()(/e/to cartsyndng fOranygrodes.

Providers provisioning of the iPads willindude. but not be Iitited to, the following steps:

- Unbox and inspect iPads for damage ~ • Supervise (alilPads except teacher iPads) and update each i ad to the latest shipping version of OS- Restore configuration from sample device backup- Enroll in LAUSD MOM Of LAUSO MOM is available by July 1 h,2013)• Install all CCTP apps (all iPads except buffers and spares)• Install Pearson offline content Into Pearson apps (all iPads cept buffers and spares)• Confirm all apps downloaded ,• Power down device and wipe saeen !- Place IPad In Griffin Survivor case .- During Provisioning Process, Providers will attach two label to each containing the following:

Label 1: Permanent Asset Tag x 1 printed with Unl e 10, affixed to Griffin Case adjacent to logo etchingLabel 2: Temporary Label 2" x 4", affixed to Griffin case abo e etching, printed with Temporary Apple 10. barcode, descriptor for app

load-set and Apple Legal language for Apple 10 personalizatl n as Indicated below:Ywruse altha iPod issubject to tile ffunes Store TennsandCo ditions aiKJApplePrivacy P o J ~ andyoumustpe"onalize theApple10osrodolwlwith i t For~ Infonnotlonon updatingyour lOgo to http://Kf./ousd.net

Page 2

Customer Initials

Contract# 1400028



-Place iPads In anew 1().pack shipping box with all the iPad a c ~ s s o r i e s - Label 1G-pack shipping box with asset infonnation - assetlnumber and description (School - UserlSparelBuffer)- Inventory data collection

Providers will provision Apple TVs as follows:- Unbox and Asset Tag using Apple-supplied Asset tag• Inventory data collection

Providers will provision Mac minis as follows:- Install OS XMountain Uon and update to latest shipping version of os X- Install OS XServer for Mountain Uon 1

- Configure caching service

CUSTOM DBNER\' I •

Providers will deliver iPads to all school sites as determined Iby the schedule set by the Apple Project Management Office (·PMO"'.)Deliveries will be made between 8:00 AM and 4:30 PM,J a y s , as agreed upon by school site contaet5 and Providers. Apple PMO willprovide school site name, contact info and address. An a rized school representative will be required to sign a Proof of Deliverydocument stating the quantity of devices delivered. When tovider delivery teams are on site, an authorized school representative is to beonsite with them at all times to facilitate and approve der ' .Upon arrival of Provider delivery team, authorized school personnel willprovide parking and access for delivery vehicles. Providers to be responsible for locking or unlocking buildings or rooms,disanning or setting alarms, locking or unlocking parking 0 !5KUrity gates or turning on or off lights.Delivery process Indudes: •

- Delivery of Pads and Accessories :- Provide Apple PMO with Inventory data for upload to the Manager tool- Provide Apple PMO with signed copies of Proof of e l i v e ~ , ' w l t h i n three (3) days of delivery to school

I

ASSEt'DATABASEREPOImNG Within three buslness days after completion of the project. 7ov1ders will submit to the PMO an electronic MS Excel fonnat •AssetDatabase" copy of all

itemsdeployed. Report to

include or all

ofthe following fields, to be chosen

byApple representative:

- Date of purchase• Date of delivery- Purchase order number• iPad part number- iPad serial number- IPad asset tag number- Apple 10 and password associated with each IPad- VPP codes associated with each IPad- School location code to which product was delivered- Apple TV part number- Apple TV asset tag number- Apple TV serial number- Quantities ofaccessories delivered (cables and adapters) I

The Report will also indude reference to any hardware founJ DCA, as well as inventory of DCA replacements received. If future DOAreplacements are sent directly from Apple to LAUSO, it will b} the responsibility of LAUSD to update their Asset Database. .

I

DOA PROCEDUREProviders wll i lden=y DCA iPads before delivery and r e ~ c e them from the spare units pool. DCA Infonnatlon will be given to ApplePMO so that any d "w iPads can be replaced by Apple ore shipments are completed. If Apple cannot provide replacement iPadsdelivered to Providers' warehouses within 10 business days fthe first scheduled delivery to LAUSO, Apple will ship those replacementlPads directly to the LAUSO Apple<:are depot.

APPLE RESPONSIBIIJ11E5Designate a Project Manager to work with Providers.Provide the following to the providers In atimely manner:

- Tested and verified provisioning workflow for the iPads- Tested and verified access to LAUSD MOM solution for use the provisioning workflow- School location codes, names and addresses . i

- Delivery schedule dearly indicating any priority delivery d a t ~ - Factory asset data report I

- Apple 10 and password lists In spreadsheet fonn !

- App VPP license codes in spreadsheet form I

• Label placement approvals .- Apple TV Asset Tags I

- Contact Information for a LAUSD-based representative to sl.n deliVery approval receipts at each school site upon completion ofdeliveryat that site I

iLAUSD RESPONSI8ILII'IES ~

ustomer Initials Apple initials

Contract# 1400028



Designate adedicated full time LAUSO Project Manager to wO!it with the Apple Project Management O ffice (PMO)Provide the following: . .

- Addresses and credential information for provisioned. disit!ct-wide, production Mobile Device Management (MOM) platform. MOMservice must be accessible from the intemet for provider actress during provisioning process. This will be reqUired before any provisioningof IPads occur. Testing of the MOM for provisioning p r o c e s ~ ~ h o U l d be completed at least ten (10) days prior to first deployment of iPads.- Provide Apple with an MOM account to enable QA for o ~ r , r m a t i o n of Pad enrollment in MOM- Create anonymous MOM enrollment profile(s) I

- Provide the App VPP license code spreadsheets to the A 'Ie PMO- Adistrict technical contact for MOM related consultinQ so at the Apple Team can worit very dosely with the district and It's MOMvendor on configuration of the MOM in support of the IPad rovislonlng and management processes- Confirm availability of a switched gigabit LAN connection nd location for installation for each Mac mini- AOHCP reservation for each Mac mini is required ;- An Individual or agroup e-mail address to which server AI notifications will be sent- A local usemame and password forthe server admin aceo 'nt- Installation of Apple lVs In dassrooms I

ISSliE RESOLUIlONProviders will conduct conference calls as necessary and COOrdinate with the Apple PMO to resolve delivery and technical Issues. As soonas atechnical or logistical issue occurs, the Providers w l I I l ~ i a t e l y escalate the Issue to the Apple PMO, who will assign a ProjectManager or Project Engineer to address the issue. If theApljle PMO requires additional engineering support. the PMO will escalate to theApple Professional services National Delivery team. I

INSURANCE ·Providers will carry the necessary insurance for all Apple p r ~ I ' uets while the products are in the control and possession of Providers.Providers will provide Proof of Insurance, Induding Workma Insurance. Providers Insurance certificate will be a Broad Form vendorendorsement document that names Apple as an Additional Insured.

rCONRRMATION OFACC.EPI'ANCE . I

LAUSO agreesto

sign and retum a Confirmationof C C e p t a ~ \

ce (COA) document for delivery of IPads and accessoriesto

each schoor. Atthe end of each week dUring the project, the Apple PMO wi present the COAs for each school that received completed delivery dUringthe previous week for the LAUSO project manager to sign. USD agrees to retum signed COAs within five (5) business days of theirreceipt. ! ' .

~ ustomer Inltlals Applelnltlills

Contract# 1400028



Exhibit A A-4

'*p p l e Inc.S t ~ ~ e m e n t of Work

Agreement Information-DeilverTo I

062491016626IAgreement Numbei'elrveryCOntact

II,OrganrzatiOn I' PO Number

I,Apple ContactAddress 1 I'West

I 'Address 2 Aiea

I Alex Siems. !

Diy Slate Zip APPle Contact

I S 1 2 ~ 7 4 - 8 0 6 5 phOiiehOiie I

[email protected]:Email Address Email Addressi:Sumrnllry of 5ervIces (see attached Summary of Sef),ice)

LAOSD: App" Pror.ssIoMI DevIopment senior Spec:IlIristApple Professional Services will provide LAUSD with th

le s c r i p t i o n on the attached summary.


iThe Terms and Conditions on the LAUSD contract 1 4 0 0 0 ~ 8 are applicable.

II

Please sign and fax this Fonn to 0 5 - 4 8 9 - 7 8 6 4 or email to eduservicesOapple.comAuthorizatIon I:

C u s t o ~ ("Customer"] and Apple Inc. rApple"l, by.t!'e i g n a t u ~ of their I I I I I Iauthorized representatille below, agree to on of Services 11" . .----------'described herein in a ance . _ H l J ~ Estimated Slart Date Estimated End Date EngagementType

~ L A U S D C I l \ 1 0 1 ~ r ICJI II- = - - - . - ; 4 ~ : f : ~ ~ 2 : : : ~ ~ = = = - ~ Qly (Un1UlDoys) Total Une 1art Number Rate

.\, • / n \, J ICJI II' = " ' ' ' ' - l . ~ - ' - ' - ' ' = ' = ~ ~ _ : : ' ' ' _ L J , J J ' ' - ' - - - \ X - l ' ' ' ' ' \ ' - ' - ' - " U - ' f : : , = - - J t . . . L . ~ l ~ \ i l \ , : . : . . . : . . . ; l l t _ Part Number LIJ

TRate ' - ; T " ' o t a " " ' I " " U n ~ e - : : 2 - -

I I ~ L I I ~ ~2013 Part Number Qly (Unil:ll1)q5) Rate TOllII Une 3

A-"IFiF-i'''h-no ....ada Estimated Expenses I. . , . . . . . . . . , . . ~ ~ . . . . , . . . . . , . . . . : - - - { : ~ - t m ~ = l A l ~ t i M s ManagerTotal Estimated Charges I ~ ; ; ; ; : ; = = = ~

Contract# 1400028



062491016626• Agreemem Number

Sur#mary of services"

LAUSD: Apple PnnssIonII DMMIopment CAPO) Senor

This Desalptlon of Services outlines the responsibilities of embedded APD Senior SpeclaHst for the Los Angeles Unified School District.

Apple's obligation for Professional Development Is limited {i Phase 1of CCTPDefInition: Apple Professional Development, also referred t9i as "APD"

CUSTOMER CONTACT INFORMATIONLos Angeles Unified SChool District(need official address and phone number)

PRINCIIUCOVERAGE PERIOD

On s ! t e ~ y p p o r t I

Under t e terms of this agreement, Apple agrees to provlct«llan embedded APD Senior Specialist for the periodof the negotiated contract.Start and end dates to be mutually agreed upon. The embepded APD Senior Specialist will work school hours, exdudlng holidays andschool dosures. ,

',.Los Angeles Unified SChool District and Apple Professional ~ I o p m e n t agree to provide release time to the APD Senior Specialist for the~ ~ ~ i

U ~ n D e d Leaye- Si Leave- Bereavement Leave

e ~ n n e d ~ e a v e-ersonaLeaveNacation- Training and Meetings

'fr0nnel e g u i r e m e n ~ ,is position requires a Igh caliber work ethic built from r ~ , trust and rapport with colleagues. The embedded APD Senior Specialist

will possess a high degree of energ and strong Interperso Iskills. This position requires a superior customer focus, exceptional listeningskills, excellent communication presentation skills, and ng leadership skills. Additionally, the embedded APD Senior Specialist willbe a licensed or credentialed educatorwith adassroom exp rience.

SERVICES 'The functions and responsibilities ofthe Apple provided e m ~ APD Senior Specialist will indude but not be limited, to the following,related to Apple technologies deployed within Los Angeles ynlfied School District for CCTP:

- Oversee and coordinate CCTP professional development ~ e e n Apple and Pearson- Collaborate with the CCTP PO Contact and other LAUSD Ie ership personnel as appropriate, to undergird an effective plan for staffdevelopment thatwill support the goals of the district and I ividual schools;- Authorize aVanguard Team d 3S Los Angeles Unified 5ch I District educators annually as Apple Foundations Trainers by providingprofessional development tied to the APD Foundations Wo hops;

APD Foundations indude:- iOS Devices- iOS Creativity- iOS Productivity- iOS for Admin-OSX-lute

- iWork- IBooks Author- fTunes UCourse Manager- Workflow for Teaching and Learning

- Deliver Leadership, Foundations, and Curriculum workshopd described in the APD catalog (www.apple.comleducatlonlprofesslonaldevelopment> as requested by the district;

1- Provide professional developmentusing Apple e c h n o l o g l e ~ . that supports the goals of the school district, the California curriculum stateI standards, and the Common Core State Standards; "(

- Coordinate both leadership and teacher training to provide ~ u c a t o r s with the necessary skills and knowledge to help support theeffective use of digital resources; ,

Pagel

!

C!J.&>.Customer Initials Apple Initials

Contract# 1400028



- Provide professional development on Apple's lOS and OSlas needed to individual schools using avarietyof strategies;- Provide classroom support for teachers and students in l:t)eir use of technology;- Provide coaching and mentoring as requested; !

- Convene regular meetings of appropriate personnel to reView challenges and successes;- Prepare regular reports on the progress of the project for lJ,os Angeles Unified SChool District and Apple.

,

EXQ,USIONS i,- HARDWARE TRANSPORTATION: This Statement ofWorX dges not include the relocation or transportation of any hardware or Installationof software. I'- THIRD PARlY HARDWARE AND SOFTWARE: The APD S e n i ~ r Specialist will not be required to support or deploy any hardware or softwarenotmanufactured by Apple. III- RECORDING: Any audio or video recording of Professional Development workshops is strictly prohibited, unless expressly approved byApple in writing. "

OTHERCONDfTlONS !

- ENVIRONMENT: Los Angeles Unified SChool District g r e e ~ to provide a secure workspace meeting the district's guidelines, If any, forergonomics. Los Angeles Unified SChool District agrees to ~ ~ o v I d e the location, a projector, and speakers for use by the APD SpecialistdUring professional development I

- NETWORK: Los Angeles Unified SChool District agrees to ,*ovlde network access for the APD Senior Specialist's iPhone, iPad andcomputer(s) required to perform hlslher professional duties!- Los Angeles Unified SChool District agrees to provide wiretss Intemet access for APD Specialists and workshop participants to useduring the delivery of professional development- Los Angeles Unified School District agrees to provide a sin Ie point of contact to provide direction to the embedded APD SeniorSpecialist Los Angeles Unified School DIstrict agrees to pro-t1de a single point of contact to provide direction related to the coordinationof PD delivery. . .

CONFIRMATION OFACCEPTANCELAUSD agrees to sign and return a Confirmation of Accepta ce (COA) document monthly for professional development support by theembedded LAUSD Apple Professional Development Speclall At the end of each month during the project, the LAUSD Apple

Professional Development Specialist will present the COAs fr,r the LAUSD CCTP project manager to sign. LAUSD agrees to retum signedCOAs within five (5) business days of their receipt. "

~ r 06N9TOT66HCustomer initials

Contract# 1400028



I Exhibit A A-5

I •~ p p l e Inc.Statement of Work

DellverTo--------------+---. Agreement Information-----------,

I- " ; D e I : : 1 i v e r y = ~ C ' = o n t a e t = ' - - - - - - - - - - - - - - - - - - ' - I - -

Address 2

Address 1

CJl'ljarilzatiOn

I'

I.I

I

StlIte ZIpI.I'

PhOne

EmaU Address i

062491916627Agll!t!ment Number

PO Number

Apple Contact------------,

WestArea


512-674-8065PhOne


Summllry of Services (see attached Summary of Se · ce) - - - - - - - - - - - - - - - - - - - - - - - - ,

LAUSD: Appt. ProfessIoIIIII Dev!opment

Apple Professional Services will provide LAUSD with ttl pescription on the attached summary.


~ ~ . . . " . - ......II I 1"- _~ ~ ; ~ 2 ; ~ ~ ; ~ ~ ~ ~ ~ ~ ~ ~ 1 : 1 = = ~ ~ ~ = - ~ ~ E s t J ~ - : - ~ m a : - t e d ' : . - : - ~ E n d : ~ : : - D ~ a t - e - . . . EngagementType

ICJI"'"""'........-,--------- Qty (Un;aJlloys) Rate '""'r""'ota""'I""'Un-e-:-l

::--:-:---:--------1CJ I II..."....,...,.......-;,,;;;,;..=;..... r ~ Rate Total Une 2

_________1 ---IL IlQty (UnllllOoy» Rate " ' : T ~ o t a - : , " ' : " ' U , . . . n e - : : 3 : -

estimated Expenses ITotal Estimated Charges I======;

APSAgfr't!t7lmtFonnHv2 OtVlJmJ13 A 9 ~ t 06N919166Z7

Contract# 1400028



I- 062491916627Agreement N umber

s u ~ r n a r y ofServices

LAUSD:Appa. ~ I DwelDpment I

I

This Description of Services outlines the responsibilities A P ~ , e Professional Development for the Los Angeles Unified School District

Apple's obligation for Professional Development Is limited tq Phase 1 ofCCTPDefinition: Apple Professional Development, also referred t ~ i a s -APD

CUS10MER COHI'ACT INFORMA11ON

Los Angeles Unified SChool District(need official address and phone number)

PRINCIPLE COVERAGE PERIODOn Site Support .

U n d e ~ the terms of this agreement, Apple agrees to provide p:ofessional development for the period of the negotiated contract Startand end dates to be mutually agreed upon. Apple Professional Development may deliver professional development before, during or afterschool hours or on the weekend as mutually agreed to. :

Personnel Qualifications:APD hires and trams senior level consultants who are dedicated teachers and administrators, have classroom experience, aretechnologically savvy with Apple technology, and possess ~ e l l e n t facilitation skills. Many are recipients of teaching recognition awards

and hold advanced degrees. Most Importantly, all know whil it takes to successfully support effective teaching and learning in thedassroom with technology-and how to nurture behaviors I:1

at lead to continuous learning.

5ERYICE5 'The Apple Professional Development Plan for LAUSD l n d u d ~ the following:

- A1 worbhop for approximately 100 Phase 1 PrindP'!!# LAUSD District Office Professional Development Personnel, and LAUSDInstructional Support Team members between August 2 - ~ e m b e r 30,2013.- Professional Development for approximately 1500 teache1will commence the week of August 5-9, 2013.- Additional professional development will be collaborativel Idetennlned for the fall 201 3 semester to focus on lOS DevIces, lOS Creativityand lOS Productivity, including a Train-the-Trainer model.- Collaboration with curriculum and leadership to develop effective plan for staff development that will support the goals of the districtand individual schools; APD and LAUSD will collaboratively ~ o r k together to create a specific professional development delivery schedulefor year 1 il- Apple Professional Development will support instructioiung the Apple apps Installed on the IPad in Phase 1of CCTP. and additionalprofessional development will Indude Train-the-Trainer. 'ng a selection of workshops throughout the year allows for schools todetermine additional PO needs related to Integrating the Into their instructional practices. .• Apple ProfeSSional Development will provide training for ividuals at a ratio of 1 trainer to 25 partidpants in a six-hour per dayworkshops, unless otherwise noted. ~ - APD worlcshop titles include, but are not limited to lOS De ces, lOS Productivity, iOS Creativity and titles Identified in the online AppleProfessional Developm ent catalog (www.apple.comleducati n/professional-<levelopment). Sample agendas are listed in the APD Catalog.- Apple Professional Development wlll provide workshop res Its for both the content of the worbhop and the Specialist for any PD overthree hours in length. Reports related to professional devel "ment wlli be submitted in a timely manner and fashion as outlined in thisRFP. ,,..

- APD will deliver Leadership, Foundations, and CurriCulum trkshOPS described in the APD Catalog (www.apple.comleducatlon/professlonal-<levelopment) as requested by . e district; not to exceed 296 days In year 1 exclusive of the PD delivered bytheAPD FrE. .

Year APD National Delivery Days1 2962 803 80

i

- The final agendas for each workshop will be approved a n d ~ · bUshed In collaboration with appropriate LAUSD personnel and bedelivered under the direction of the Office of the Deputy Sup rlntendent of Instruction.- Professional development will be delivered at locations thr ghout the district

APD will focus on the functionality and technological capabilities ofthe device induding:- Basic use of the device and induded accessories I

- Proper care of the device I• Interconnection of devices and peripherals .- Basic use of the induded content, software, and a p p l i c a t i o n ~

I,

i ~ t 06H9191W7

Customer In/llaIs 'I Apple initials

Contract# 1400028



- The functionality and technological capabilities of ncludW content, software, and applications- Concrete examples of how to use the device to support ~ e I a c h i n g and learning within their context, such as: using the device forannotation of documents; synchronizing flIes between the device and classroom network; and using the device to control what isdisplayed on the classroom projector, among others :- Use of device in a network environment- Use of device In standalone mode ,- Specific training on trouble-shooting, maintenance, i m a g l ~ g , deploying, repair procedures, and inventory management

- Ongoing professional development and training will Include just-In-time support and also underpin an ongoing emphasis on bestpractices. i I

- Workshops are hands-on and address a wide range o f t e ~ l n g and leaming needs.

- All workshops are presented in acontext that models tee nology implementation In a wide variety of curricular styles.- Workshop days may also be comprised of coaching and ntoring as requested durin9 teacher plan time or release time.

- Workshops may be selected from any category in the AP,?'Catalog, depending on faculty needs and partidpants' prerequisite skills.

EXQUSION5 i

- HARDWARE TRANSPORTATION: This Statement of Work ~ o e s not Include the relocation or transportation of any hardware or installationof software. I

- THIRD PARTY HARDWARE AND SORWARE: Apple P r o f e s s ~ n a l Development will not be required to support or deploy any hardware andsoftware not manufactured by Apple. I- RECORDING: Any audio or video recording of ProfesSional Development workshops Is strictly prohibited, unless expressly approved byApple in writing. :'

OTHERCCNDII10NS i,- ENVIRONMENT: Los Angeles Unified School District agreeS! to provide the location, aprojector, and speakers for use by the APDSpecialist dUring professional development. I

- NETWORK: Los Angeles Unified School District agrees to Ijfovide wireless Internet access for APD Specialists and workshop participantsto use during the delivery of professional development. - Los Angeles Unified School District agrees to provide a sin Ie pointof contact to provide direction related to the coordination of POdelivery. I

CANCaLATION- LAUSD may cancel Services prior to the start date by p r o v i ~ i n g email notice with receIpt confirmation to Apple [email protected]. There are no refunds or reschedull 9 aHowances for Service changes made within fourteen (14) days of tileestimated start date of Services. ,

~ gn!rrnent 06N9/9/1f617Customer Initials Apple Initials

Contract# 1400028



EXHIBITB

RATE SCHEDULE

• LAUSD CCTP - fPad Solution

IiPad SOlution ReferenceNumber: LACCTP-OOl 5699 per seat •

lPad with Retina display 32GB with Wi-FI Black (4th gen) (based on MDSlllUAJ with Asset tag. Including deployment

3Year Custom AppieCare

Griffin Survivor Case

Apple EarPods

Apple iOS Software - Keynote, Numbers. Pages. IMovie. CiarageBand,lPhoto

Apple TV - 1 for every 20 deployed student devices. with tagging and deployment

HOMI to VGA Adapter· 1 for every AppI4! TV deployed

Mac mini (configuration station) . 1 for each mutually agreed school. with tagging and deployment

Asset Management

Apple Protes5Klnal services

Apple Protes5Klnal Development

Apple iCIoud Storage (1SG8 total)

3rd Party iOS Software • Assorted rltl4!s (specific to StudentlTeacher)

Pearson Content (Common Core ELA & Math) (specific to Student/T"eacher)

Contract# 1400028



EXHIBITBRATE SCHEDULE

• LAUSD CCTP -OPTIONAL Accessories

I_m DaCTiPficln • Part /llumber "1'iI& IICarts with SUpPOft fu( iPud dft'Ia's kOturing Lighmlng clJtln«1Df5 IInlfvnI 1lIpIoId4II JIl IDf ,_ - lJ9hlI'Ing n " '" WIlh MlUp IINIcft TID" 5UW.ao

· '0< ,"'rging. miring .n d USB d!'o<a 1)T1C1"l1

· u n lroc-. 32 p r o · l n l l ~ eel ~ r d _igl'llnl"ll C i l l l ~ .'ld ,",uP . . r " , , ~ ,

• UltTloil DO wt'I 1'1" wtth ilPIlni "",,,C05 " . tur lng. lightning CQtlnoctllf

InlfvnI MobliltyTDp_ JIl lor _ - ~ i g h l n l n g J2 Ct\1r91 WIlli ~ -.. LIoCCTPCAlIT-MJ2-!. 51.09l1.ao

· '0< ' ' ' . rglng.nd .1Dflng D'I) ' lno USB dova lY"£ing:

· u n iroc J<lel W'V(LpfDtKted ~ D U l I ~ t 32 Brtlford Lighming (iD . . . .nd 3] Apple cower • .. .

· UltTloilDoI! Wt'l 1'1" .,...._ INu r t n g . _9"lnlng(O""""'"

llrICIoPcI ~ TopIoMloI!r JIl IDf iPIcI- lJ9lllnIng 204 5 "" willi_p_ TID" 5:1.191.110

· '0< ,"'rglng. noflng .n d USB "", , ,a 1)T1Clng

· u n lroc-. 204 =-""U oI!" Bmfof., light"! ng ( i0 '" .n a letJP . . ," ' ,.. ,

• CCrnoil Dol! Wt'I 1'1" wtt" ilPIlni "",,,C05lfilurlng • lightning CQtlnoctllf

InlfvnI Mobility TDplolcler JIl !Dr - LIghrnlng24 Chirge WltllIelUP wvlCl5 LIoCCTPCAlIT-M2+L 5U99.ao

· '0< ","rglng.nd 1Dflng D'I) ' InD USB dova 1Y"£!ng:

· u n lroc J < l 4 ! 1 ' ~ l l f D ( K t e d ~ DUlIl'lI. 24 !retIo'll cgnmlng ,.Dl...nd 24 AQll'o pC7i;P' aaiP\e"

· tomoir Dol! wt'I 1'1" dlYlCP.lNtJf1ng. _g'1(!llng con'lKtO'

1nlfvnI_11I1y1llplold4ll JIlIor _ - K. 0111)' No CiIblI5 or__ ~ _ MfUp lINk.. TID" 5U99.ao

· '0< ","rglng.nd 1Dflng D'I) ' Ino USB dova ly'IClng:

· u n lroc J < l 4 ! 1 ' ~ l 3 ' O I K l e d ~ oUlll'l"O' .M( 'O'"", , , " , ,UD. . . .nd . " ' l ) ; ' l I l f < l POWO' idiplo<\

· tomoir Dol! wt'I 1'1" dlYlCP.lNt.Jrlng. _g'llnlng CO!\'lKtO' or JO,pln ConnKlor

· ~ e q " ' " .llO'Opr _ " ..r·(l1DYI"",, ti D. . . ." " ....... p"" ' ' ' " ' ' pC7i;P' idiP\e" (!'IDl "l<J " " " " )

Contract# 1400028



EXHIBITBRATE SCHEDULE

• LAUSD CCTP - OPTIONAL Accessories

ICortswith support for iPod cJmcn koturing JO-pm COfIll«tofS

· 'o r c"'rglng. storing and d!Ya' I)TIC'ng· cart Inc oI<k'Ill pre·I"'Q1 eel ht lol l l 3lk>n uCit'1 a'ld tOfUP "'r>1Cft.

· c.ornoat 0 .. WM Pad d40vOI INtJ'1ng a JC-pln con'l«tD'.

TBD'

· 'o r cnarging Intll1O'lng y lno d40va y ~ , n g :

· cart inc JOt'1 tU'g"'llfOfKtfd ~ outt"U.l2!1rotftlrd lO'O" "'Din and l2 Appl. tlClN4Of adaotn

· c.ornoat 0" WM Pad dIYoi fNfolflng I »pln coM«tD'

LIlCCTPCAIIT -M]2-3O $1.119.00

IWiffti KqtJOOfd fOf iPrJd

tlC9IO'KJA 544.00

UIVItKh WlI'tcl ~ far 1"-tI (]O-plnj

I tIC'" ¥CIA 544.00t.rrJ«1ft'avoNGDWrtst1l'!l'tlgCiaDtwf}!/IJ

IStylusIGIIfIIn S1lrn1lne 5tyIUt ttCIIlLLlA SI....

TBD' nl.oo

TBD' 547.00

IDl4HlLJI $1.900.00 IDl4eOUJI 54,500.00 ID5e96LlJA s6.5OO.00 ID4S2Ol.L18 SI.5GO.OO I110' 511.!1OO.oo I

• TIIO/ltJtfIllllllNls lIIIIHmadt ......... ' a I I l l I m f ~ ( J / I M . - m__ AIIt* _lAIISD.

.. "'ICIItG ttJit oprIatIIIIl1I/Id-tItInrpIDtIUctsII..-..cr r o ~ . " . , . " . " , /IftJdUCIS '" fJIPKlId ro H ___ 2 O J J " " " ' ~ _

Contract# 1400028



EXHIBIT C

Contract# 1400028



1

I;:XHIBIT C

•.......... ~ LAUSD Ethics Office Ask Ethics: (866) 322-5788 www.lausd.net/ethics ij... . . . . , ·.op .. Building Trust

I n s ' d ~ and Out

LOS ANGELES! UNIFIED SCHOOL DISTRICTContractor Code of Conduct

A d o p t e ~ : 11/02: Revised: 11/06

Preamble :

Los Angeles Unified School District's Contractor of Conduct was adopted to enhance public trust and confidence in

the integrity of LAUSD's decision-making process. T/1is Code is premised on three concepts:

Ethical and responsible use of scarce public tax fOllars is a critical underpinning of effective government

Contracting integrity and quality of service are th r shared responsibilities of LAUSD and our Contractors

Proactive and transparent management of potenrial ethics concerns improves public confidence

This Code sets forth the ethical standards and r e q u i r ~ m e n t s that aU Contractors and their Representatives shalladhere to in their dealings with or on behal f of LAusb. Failure to meet these standards could result in sanctionsincluding, but not limited to, voidance of current or Mure contracts.

1. Contractors

All LAUSD Contractors and their Representatives expected to conduct any and all business affiliated with LAUSD in

an ethical and responsible manner that fosters i n t e g ~ t y and public confidence. A "Contractor" is any individual,organization, corporation, sole proprietorship, partne ship, nonprofit, joint venture, association, or any combination thereofthat is pursuing or conducting business with andlor 0 , behalf of LAUSD, including, without limitation, consultants,

suppliers, manufacturers, and any other vendors, bi9ders or proposers. A Contractor's "Representative" is also broadlydefined to include any subcontractors, employees, a ~ e n t s , or anyone else who acts on a Contractor's behalf.

2. Mission Support

LAUSD relies on Contractors and their Representatives to support our LAUSD mission statementof

"educating studentsto a higher level of achievement that will enable thert, to be responsible individuals and productive members of the greatersociety.1/ Contractors and their Representatives m u ~ t prOVide high-value products, services and expertise which advanceLAUSD's mission or provide mission-related b e n e f i t ~ that support our goals for the students, employees, stakeholders,and the communities we serve. I .

i

3. Ethical Responsibilities

All LAUSD contracts must be developed and maintaihed within an ethical framework. LAUSD seeks to promote publictrust and confidence in our contracting relationships and we expect every individual, regardless of position or level ofresponsibility, who is associated with an LAUSD p r o ~ u r e m e n t process or contract, to commit to exemplifying high

standards of conduct in all phases of any relationship with LAUSD.

Given that the business practices and actions of o ~ t r a c t o r s and their Representatives may impact or reflect uponLAUSD, strict observance with the standards in this ~ o d e , all applicable local, state and federal laws, and any othergoverning LAUSD policies or agreements is not onlyla minimum requirement for all Contractors and their

Representatives, but an ethical obligation as well. .

In addition to any specific obligations under a Contra'ptor's agreement with LAUSD, all Contractors and theirRepresentatives shail comply with the following reqUirements:

A. Demonstrate Honesty and Integrity - Contractors shall adhere to the highest standards of honesty and integrity in alltheir dealings with andlor on behalf of LAUSD. 4s a general rule, Contractors must exercise caution and avoid eventhe appearance of impropriety or misrepresentatfon. All communications, proposals, business information, timerecords, and any other financial transactions m u ~ t be provided truthfUlly, accurately, and completely.

B. Be a Responsible Bidder- Contractors shall d e ~ o n s t r a t e a record of integrity and business ethics in accordance withall policies, procedures, and requirements establ,ished by LAUSD. _

(1) Critical Factors - In considering a Contracto(s record of integrity and business ethics, LAUSD may considerfactors including, but not limited to: criminal i ~ 1 V e s t i g a t i o n s , indictments, injunctions, fines, convictions,administrative agreements, suspensions or qebarments imposed by other governmental agencies, tax

Contract# 1400028



Los Angeles Unified School District Contractor Code of Conduct

delinquencies, settlements, financial s O l v e n c ~ ' past performance, prior determinations of failure to meet integrityrelated responsibilities, and violations by the ontractor and its Representatives of any LAUSD policies andCodes in prior procurements and contracts. USD reserves the right to reject any bid, proposal and contract,and to impose other sanctions against C o n t r ~ c t o r s who fail to comply with our district policies and requirements,or who violate the prohibitions set forth b e l o ~ in Section 6, Prohibited Activities.

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C. Maintain the Cone of Silence - Contractors shall ~ a i n t a i n a Cone of Silence during required times of the contractingprocess to ensure that the process is shielded fr9m even the appearance of undue influence. Contractors and their

Representatives risk disqualification from consideration and/or other penalties outlined in Section 8, EnforcementProvisions, i f they engage in prohibited c o m m u n i ~ a t i o n during the restricted period(s).

(1) Competitive Contracting Process - To e n s u r ~ a level playing field with an open and uniform competitive

contracting process, Contractors and their R ~ p r e s e n t a t i v e s must maintain a Cone of Silence from the time whenan Invitation for Bid (IFB), Request for P r o p o ~ a l (RFP), Request for Interest and Bid (RFIB), Request for Quote,Request for Qualification, or any other solicitation release is announced until the time a contract awardrecommendation is made public by the B o a r ~ Secretariat's posting of the board report for the contract to beapproved. During the time under the Cone of Silence, Contractors and their Representatives are prohibited frommaking any contact on any part of a proposal:, negotiation or contract with any LAUSD official as this could appearto be an attempt to curry favor or influence. A\n "LAUSD official" is broadly defined to include "any board member,employee, consultant or adVisory member of U S D " who is involved in making recommendations or decisionsfor LAUSD.

Schematic of LAUSD's COr1Jpetitive Contracting Process (Illustrative Only)

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1. 2. 3. 4. 5. , 7. 9. 10.Solicitation Solicitation Pre-proposal Proposal Evaluation Notice of Public Posting of Board ApprovalAnnouncement Release Conference Due Date of p/"0posals Intent to Board Report on or Ratificetlon

Award Contract to be of ContractApproved

Conlrilcllllg Process

!~ Lobbying In this period may reqUire registration and i S c l o s ~ r e In LAUSD's Lobbying Disclosure Program, if the triggers are met.

• Note: Protests can sometimes extend past the contract approv,1 processI

(a) Prohibited Communication - Examples Of prohibited communication by Contractors and their,Representatives under the Cone of Silenfe include, but are not limited to:

(i) contact of LAUSD Officials, includingl members of the department initiating a contract, or members whowill serve on an evaluation team for contract information that is not uniformly available to all otherbidders, proposers or contractors; ,

(ii) contact of LAUSD Officials, including IBoard Members and their staff, to lobby on any aspect relating to acontract matter under consideration'Jegotiation, protest or dispute;

(iii) contact of LAUSD Officials in the p a ~ l i c u l a r department requesting a competitive contract to discuss otherbusiness or partnership opportunities •

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(b) Exceptions - The following are e x c e P t i o n ~ to the Cone of Silence:(i) open and uniform communications wrich are made as part of the procurement process such as the pre

bid or pre-proposal meetings or t h e ~ exchanges of information which are given to all proposers;(ii) interviews or presentations to evaluation committee members which are part of the procurement process;(iii) clarification requests made in writing.:! under the terms expressly allowed for in an LAUSD contracting

document, to the appropriate d e s i g n ~ t e d contract official(s);(iv) negotiations with LAUSD's d e S i g n a t ~ negotiation team members;

(v) protests which follow the process out ined by LAUSD's protest policies and procedures; and(vi) requests for technical assistance ap roved by LAUSD contract officials (for example questions relating to

LAUSD's Small Business Enterprise program, or requests for formal guidance on ethics matters from the

Ethics Office). I

(2) Non-Competitive Contracting Process - To ersure the integrity of the non-competitive contracting process,Contractors and their Representatives must ~ a i n t a i n a Cone of Silence from the time when a proposal issubmitted to LAUSD until the time the contrait is fully executed. During this designated time, Contractors andtheir Representatives are prohibited from ma ing any contact with LAUSD officials on any of the terms of thecontract under consideration as this could ap ear to be an attempt to curry improper favor or influence. The only

Contract# 1400028

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Los Angeles Unified School District Contractor Code ofConduct

exceptions to this Cone of Silence are clarifiqation requests made with the Contract Sponsor or the appropriatedesignated contract official(s) in the Procurement Services Group or Facilities Contracts Branch.

Examples Maintaining the Cone of SilenceI

(3) Mai Vien Da is the CEO of a firm that wantsJtb do business with LAUSD. She is at a party when she sees thehead of the LAUSD division that has just iss ,ed an RFP that her company is interested in bidding on.

Mai can say "hel/o, n but she must not discusS herproposal or the contracting process at aI/ with the division head.

(4) Mai is also interested in having her sales tear meet with LAUSD officials district-wide to promote her firm'sservices, so that they can sell work on s m a l l ~ r projects that do not need to be competitively bid.

Mai and her employees may attempt to m e e ~ w i t h district officials to discuss potent ial services outside of a

competitive process, but she needs to recog ize that her marketing activities may require her to register her firmand her employees in LAUSD's Lobbying Diclosure Program. (See Section 5, Disclosure Obligations).

D. Manage Potential Conflicts - Contractors shall d i ~ c l o s e all potential or actual conflicts to LAUSD on an ongoing basiswith a Meaningful Conflict Disclosure. A " M e a n i n ~ f u l Conflict Disclosure" is a written statement to LAUSD which laysout full, accurate, timely, and understandable infqrmation with regard to any potential conflicts involving Contractorsand their work for LAUSD. The specific r e q u i r e m ' ~ n t s for a Meaningful Conflict Disclosure are set forth in Section3.0.(2) below. LAUSD relies on these proactive ~ i s c l o s u r e s by Contractors to manage potential conflicts before theybecome actual conflicts of interest. A potential conflict is present whenever a situation arises which creates a realor apparent advantage or a competing professio al or personal interest for a Contractor. Such situations becomeconflicts of interest, if appropriate safeguards are not put into place. Examples of potential or actual conflicts include,but are not limited to situations when:

• a financial relationship (income, stocks, ~ w n e r s h i P , investments, loans, excessive gifts, etc.) or close personalrelationship exists or has existed betweelfl a Contractor or its Representatives and a LAUSD official;

• a financial or close personal relationship ~ X i s t s between any officers, directors or key employees of aContractor or its Representatives and a LiAUSD official;

• a prior, current or potential employment r ~ l a t i o n s h i p exists between a Contractor or its Representatives and acurrent or former LAUSD official; I

• an overlap exists between work that a c ~ n t r a c t o r or its Representative performs or has performed for LAUSDand work he or she will perform on behalt of another client; or

• an opportunity arises in which a Contract6r or its Representative can make a governmental decision withinthe scope of LAUSD contractual duties t ~ a t impacts his or her personal financial interests or relationships,

Contractors and their Representatives have a c o ~ t i n u i n g obligation to advise LAUSD proactively of any potentialconflicts which may arise relating to a contract. :

(1) State Conflict Standards - LAUSD is g e n e r a ~ Y prohibited by California's Political Reform Act (Government CodeSection 87100) and Government Code Secti n 1090 from contracting with Contractors if the Contractors, theirRepresentatives. thei r officers, or any house old member of the preceding serve LAUSD in any way in

developing, awarding, or otherwise participatirg in the making of the same contract.

California law also governs situations in W h i C ~ there has been a financial interest between a Contractor and apublic official within a 12-month window leadirg up to a governmental decision. It does not matter whether theimpact of an existing relationship is beneficiall or detrimental to the interests of the Contractors, theirRepresentatives. or the public agency. Morefver. Govemment Code Section 1090 defines "making a contract"broadly to include actions that are preliminarJ! or preparatory to the selection of a Contractor such as but notlimited to: involvement in the reasoning, p l a n ~ i n g . and/or drafting of scopes of work, making recommendations,soliciting bids and requests for proposals. and/or participating in preliminary discussions or negotiations.

Any contract made in violation of Section 109b is void and cannot be enforced. When Section 1090 is violated, agovemment agency is not obligated to pay the Contractor for any goods or services received under the void

contract. In fact, the agency can also seek r ~ p a y m e n t from the Contractor of any amounts already paid and theagency can refer the matter to the a p p r o p r i a t ~ authorities for prosecution.

(2) Meaningful Conflict Disclosure - Contractors hall provide a meaningful disclosure of all potential and actualconflicts in a written statement to the LAUSD ontract Sponsor, the Ethics Office and the contracting contact fromthe Procurement Services Group/or the Facili ies Contracts Branch. This disclosure requirement is a continuingduty on all Contractors. At a minimum, a Mea ingful Conflict Disclosure must identify the following:(a) names and positions of all relevant i n d i v i ~ u a l s or entities;(b) nature of the potential conflict, including ~ p e c i f i c information about the financial interest or relationship; and(c) a description of the suggested remedy orlsafeguard for the conflict.

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(3) Resolution of Conflicts - When necessary, Lf'USD will advise Contractors on how a disclosed conflict should be

managed, mitigated or eliminated. The Contract Sponsor, in consultation with the Procurement ServicesGrouplFacilities Contracts Branch, the E t h i ~ O f f i c e , and the Office of the General Counsel, shall determinenecessary actions to resolve any of the Cont actors' disclosed conflict(s). When it is determined that a conflictmust be addressed, a written notification will e made to the Contractor, indicating the actions that the Contractorand LAUSD will need to take to resolve the epnflict.

Examples of1Managing Potential Conflictsi

(4) Rhoda Warrior is a consultant from Global C?nSulting Firm. She has been assigned by her firm to do work for aparticular LAUSD department. Although she Idoes not directly work with him, her husband, Antonio, is one of thesenior officials in that department. I

Global Consulting must disclose this potentiJ/ problem via a Meaningful Conflict Disclosure to LAUSD.Depending on the exact nature ofher work within that department, Global Consulting and the LAUSD ContractSponsor may need to take steps to safeguari ! Rhoda's work from any actual conflict of interest.

(5) Amartya Singh is a HR consultant from the T ~ j p Top Talent Agency whose firm is providing temporary support tohelp LAUSD improve its recruitment efforts. martya is himself serving as acting deputy director for the HRdivision, and in that capacity has been asked to review and approve all bills for the department. In doing his work,Amartya comes across a bill for the Tip Top Talent Agency which requires approval.

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Tip Top Talent Agency must disclose the corlflict and work with LAUSD to ensure that someone more senior orexternal to Amarty's chain-of-command is the one that reviews, evaluates, or approves bills relating to Tip Top

Talent Agency. Even if Amartya decides to quit Tip Top Talent to join LAUSD,he

cannot be involved with mattersrelating to Tip Top Talent unti/12 months passed from the date he received his last payment from the firm.

(6) Greta Planner is a technology consultant that has been hired to design all the specifications for a group of newtechnology labs. One of the services that r ~ t a will be specifying is an automated wireless project ion system. Asit turns out, Greta owns direct stock in a firm that manufactures these types o f projection systems.

Greta's direct stock ownership constitutes a ~ n a n c i a l interest in that company. She must disclose the potentialconflict right away in writing to the LAUSD Cqntract Sponsor, so that the appropriate safeguards can be put inplace to prevent any actual conflict.

E. Provide Contracting Excellence - Contractors expected to deliver high quality, innovative and cost-effective goodsand services to LAUSD, so that the public is s e r v ~ d with the best value for its dollars.

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F. Promote Ethics Standards - Contractors shall bel responsible for ensuring that their Representatives, regardless of

position, understand and comply with the duties requirements outlined in this Code and to ensure that their

behavior, decisions, and actions demonstrate thelletter and spirit of this Code. Contractors may draw upon theresources provided by LAUSD, including but not limited to those made available by the Ethics Office, theProcurement Services Group, and the Facilities qontrac ts Branch. Such training resources and additionalinformation about LAUSD policies can be found qn LAUSD's website (www.lausd.net).

G. Seek Advice - Contractors are expected and e n ~ u r a g e d to ask questions and seek formal guidance regarding thisCode or other aspects of responsible business cdnduct from the LAUSD Ethics Office whenever there is a doubtabout how to proceed in an ethical manner. A Cdntractor's proactive management of potential ethics concerns is

necessary and vital since this Code does not to address or anticipate all the issues that may arise in the course

of seeking or doing business with LAUSD. I~ / e ofSeeking Advicei

(1) Abe Iznismann is President of Accelerated Sciences, a new company that makes supplemental teaching tools in

the sciences. Over the summer, Abe hired Grace Principle, a seasoned LAUSD administrator who now works in

teacher recruitment, to consult with Accelerafud Sciences in developing a cutting-edge learning tool. Originally,the company planned to sell the products o n l ~ to schools in other states, but now it wants to sell the products in

California and possibly to LAUSD. Abe wanfs to work with Grace to. develop a win-win strategy for offering thenew tools to LAUSD at a discount.

Accelerated Sciences needs to be very careful to ensure that Grace is not involved in any aspect relating toselling the product to LAUSD, especially SinCr Grace has a financial interest with the firm. Remember, underCalifomia law, the mere existence of a financial interest creates a concern that will cause the good faith ofany

acts to be questioned, no matter how conscientious the individuals. Before undertaking any effort to sell toLAUSD, Abe or another manager at Acce/ercited Sciences should seek out advice on other safeguardingmeasures to ensure that their good n t e n t i o n ~ do not inadvertently c:eate a bad outcome for the firm or Grace.

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4. Relationship Management

LAUSD expects Contractors and their R e p r e s e n t a t i V ~ . s to ensure that their business dealings with andlor on behalf ofLAUSD are conducted in a manner that is above rep oach.

A. Employ Good Practices - Contractors and their epresentatives shall conduct their employment and businesspractices in fUll compliance with all applicable la s, regulations and LAUSD policies, including but not limited to thefollowing: '

(1) Equal Employment Opportunity -C o n t r a c t o r ~

shall ensure that there is no discrimination in hiring due to race,color, religious creed, national origin, ancestry, marital status, gender, sexual orientation, age, or disability.

(2) Health and Safety - Contractors shall provide a safe and healthy work environment and fUlly comply with allapplicable safety and health laws, regulations, and practices.

(3) Drug Free Environment - Contractors shall ehsure that there is no manufacture, sale, distribution, possession oruse of illegal drugs or alcohol on LAUSD-owrjed or leased property.

(4) No Harassment - Contractors shall not engage in any sexual or other harassment, physical or verbal abuse, orany other form of intimidation. .

(5) Sweat-Free Conditions - Contractors shall ensure that no child andlor forced or indentured labor is used in theirsupply chain. Contractors shall require that goods provided to LAUSD are made in compliance with thegoveming health, safety and labor laws of countries of origin. Additionally, Contractors shall ensure thatworkers are free from undue risk of physical ~ a r m or exploitation and receive a non-poverty wage.

B. Use Resources Responsibly - Contractors and trieir Representatives shall use LAUSD assets for LAUSD businessrelated purposes only unless given written p e r m i ~ s i o n for a specific exception by an authorized LAUSD official.LAUSD assets include: time, property, supplies, ~ e r v i c e s , consumables, equipment, technology, intellectual property,and information.

C. Protect Confidentiality - Contractors and their Representatives shall protect and maintain confidential ity of the workand services they provide to LAUSD. All communications and information obtained in the course of seeking orperforming work for LAUSD should be considered confidential. No confidential information relating to LAUSD shouldever be disclosed without express authorization b¥ LAUSD in writing, unless otherwise legally mandated.

D. Guard the LAUSD Affiliation - Contractors and t h ~ i r Representatives shall be cautious of how they portraytheir relationship with LAUSD to the Public. C o m ~ u n i c a t i o n s on behalf of LAUSD can only be made whenthere is express written permission by an LAUSD!official authorized by LAUSD's Office of General Counsel.

:(1) LAUSD Name and Marks - Contractors shall!ensure that all statements, illustrations or other materials

using or referencing LAUSD or its marks and ilogos-including the names and logos of any of our subdivisions, and/or any logos created by and LAUSD-receive advance review and written approval ofthe relevant LAUSD division head prior to r e l ~ a s e or use.

(2) Commercial or Advertising Message - Contractors shall ensure that no commercial or advertisingmessage, or any other endorsements-expre$s or implied-are suggested or incorporated in anyproducts, services, enterprises or materials d ~ v e l o p e d for/or relating to LAUSD unless given writtenpermission to do otherwise by LAUSD's B o a r ~ of Education.

, E. Respect Gift Limits - Contractors and their Reprei'entatives shall abide by LAUSD's gift limits and use goodjudgment, discretion and moderation when offenn gifts, meals or entertainment or other business courtesiesto LAUSD officials, so that they do not place LAU D officials in conflict with any specific gift restrictions:

(1) No Contractor or their Representative shall oJer, give, or promise to offer or give, directly or indirectly, anymoney, gift or gratuity to any LAUSD procure'fent official at any time.

(2) No Contractor or their Representative shall o ~ e r or give, directly or indirectly, any gifts in a calendar year to anLAUSD Official which exceed LAUSD's allowable gift limit.

I

Exampie of Respecting Gift LimitsI

(3) It's the holidays and Sue Tienda, a C o n t r a c t o ~ , wants to take a few LAUSD officials out to lunch and to providethem with gift baskets as a token of thanks the work they have done together.

Assuming Sue is not attempting to take o u t ~ ' y procurement officials (since they observe a zero tolerance policyon gifts), Sue needs to respect the Board-est blished gift limit for LAUSD officials. Sue should also be aware thatgiving a gift totaling over $50 in a year to LA D officials will create a reporting responsibility for the officials, if

Contract# 1400028

5




they are designated Form 700 Statement of Economic Interest filers. Additionally, if there is a procurement

underway involving Sue or her firm, she shoL{ld not give gifts to the LAUSD officials who are part of the evaluationprocess until the contract is awarded. Finally, Sue may also want to keep in mind that a nice personalized thank-you note can pack quite a punch! .

Anyone doing business with LAUSD shall be charged with full knowledge that LAUSD's contracting decisions aremade based on quality, service, and value. LAUSD does not seek any improper influence through gifts or courtesies.

F. Observe Cooling Periods - Contractors and t h e i ~ Representatives shall observe and maintain the integrity ofLAUSD's Cooling Periods. A "Cooling Period" isl a mechanism used by public agencies and private organizationsacross the country to ensure that no unfair o m p ~ t i t i v e advantage is extended due to the hiring of current or formeremployees. Allowing for some time to pass b e f ~ o e a former official works on matters related to their prior agency or anew official works on matters related to their prio employer helps to mitigate concerns about the appearance of a"revolving door" where public offices are someti es seen to be used for personal or private gain.

Contractors shall certify that they are upholding Lf.'USD's revolving door provisions as part of the contracting process.In their certification, Contractors shall detail the i ~ t e r n a l firewalls that have been put in place to preserve LAUSD'scooling periods. As with other public agencies, ~ U S D observes three key types of cooling periods for safeguardingthe critical transitions between public service andl private industry:

Figure 2 - Schematic of

LAUSD Cooling Periods (Illustrative Only)

I

Government to LoblJylllCj RestrictionCeaseLAUSD

Employment Government to l ' lclustry Restriction ~ ~ ~ 11- - - - - - -- -+ - - - -+- - - - - - - - - - - .·Year (1) One' Year (2) Two

Begin LAUSDIndustry to Government Restriction

Employment ~ Varies depending on prior LAUSD contracting

(1) Govemment to Lobbying Restriction (One-Y@r Cooling Period) - LAUSD will not contract with any entity thatcompensates a former LAUSD official who lobbies LAUSD before a one (1) year period has elapsed from thatofficial's last date of employment !

Example of Lobbying RestrictionI

Ace Impact Group wants to hire Joe KnofsfolkS, a former LAUSD official, to help the company cultivate new

business opportunities with LAUSD and Clrrange meetings with key LAUSD officials.To avoid the possibility of unfair advantaJe or improper influence, Ace Impact Group is prohibited fromutilizing Joe to contact anyone at LAUSDlon their behalf until at least one year has passed from Joe's lastdate of employment. Joe may help Ace '9bby other public entities, but Joe cannot communicate with anyoneat LAUSD, either in person or in writing, qn behalf of his new company.

(2) Govemment to Industry Restriction ,

(a) Insider Advantage Restriction (One-YearICooling Period) - LAUSD will not contract with any entity thatcompensates any current or former LAUSD official to work on a matter with LAUSD, if that official, within thepreceding 12 months, held a LAUSD p o s ~ t i o n in which they personally and substantially participated in thatmatter. '

Examplelof Insider Advantage Restriction

Risky Business is a small boutique firm t ~ a t helps public agencies, including LAUSD, develop strategies formanaging and overcoming their unfundeq liability. Risky Business wants to extend an offer of employment toNooriya, a LAUSD official, whose p r e v i o u ~ responsibilities included advising LAUSD's Board andmanagement on the issue of the district's Iunfunded liability.

As part of ts certification, Risky Business! needs to identify what safeguards it will have in place to ensure thatNooriya's work for them does not include matters relating to her prior LAUSD responsibilities for at least oneyear from when she left her LAUSD ob. ~ i v e n that "matters" include broad policy decisions, the general ruleof thumb for avoiding any insider d v a n t a ~ e is to have former LAUSD officials steer clear of LAUSD work for

a year.

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,

(b) Contract Benefit Restriction (Two-Year C1boling Period) - LAUSD will not contract with any entity that employsany current or former LAUSD official whq within the preceding two (2) years, substantially participated in thedevelopment of the contract's RFP r e q u i ~ e m e n t s , specifications or any part of the contract's procurementprocess, if the official will perform any se'l"ices for the Contractor relating to LAUSD on that contract.

Example I.of Contracting Benefit Restriction

Technology Advances has just won a bi91!

contract with LAUSD and is looking for talent to help support thecompany's growing work load. The firm 'fishes to hire some LAUSD employees: Aisha, a LAUSD technology

official, her deputy Raj who was the indivIdual who oversaw LAUSD's contracting process with TechnologyAdvances, and Linda, an engineer who on the evaluation committee that selected Technology Advances.

If Technology Advances hires any of h e ~ e individuals, none may perform any work for the firm relating to thisLAUSD work until two years have elapsed from the date that the contract was fully executed. This case is a

good example ofhow the cooling period e e k s to ensure that there is no benefit resulting from a public

official's awarding of a contract. All of the LAUSD employees in this example would be considered to havesubstantially participated in the contract Raj due to his direct work, Linda due to her role evaluating the bidproposals, and Aisha due to the fact that u p e r v i s i n g both employees is a part ofher official responsibility.Technology Advances should consider tti,e implications before hiring individuals involved with their LAUSDcontracting process.

(3) Industry to Govemment Restriction ( O n e - Y e ~ r Cooling Period) - In accordance with California law, Contractorsand/or their Representatives who act in the ~ p a c i t y of LAUSD officials shall be disqualified from making anygovemmental decisions relating to a personal financial interest until a 12-month period has elapsed from the time

the interest has been disposed or severed.

Example ofi/ndustrv to Government RestrictionI

Sergei Konsultantov is an outside contrafor that has been hired to manage a major reorganization project forLAUSD. Sergei is on the Board of Directrrs for several companies who do business with LAUSD.

Sergei must not participate in any governmental decisions for LAUSD relating to any private organization forwhom he has served as an employee, officer, or director, even in an unpaid capacity, if ess than 12 monthshas passed since he held such a status. iSergei should contact the Ethics Office before start ing his work toput a fonnal disqualification into effect anp to seek out any other ethical safeguards he should have in place.

(4) In rare and unusual circumstances, LAUSD'slGeneral Superintendent or hislher designee upon a showing ofgood cause may waive the Insider d v a n t a g ~ Restriction in writing with notification to the Board of Education,prior to approving a contract or its a m e n d m e ~ t .

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G. Safeguard Prospective Employment D i S c u s s i o n s ~ Contractors and their Representatives shall safeguard anyprospective employment discussions with current LAUSD officials, especially when the official is one who mayparticipate "personally and SUbstantially" in a ma er relating to the Contractor.

iExample of Safeguarding an Employment Offer

(1) Audit Everything, a firm that does work for L A ~ S D , has been really impressed by Thora Revue, an audit managerthat oversees some of their audits. Audit E v ~ r y t h i n g is interested in having Thora work for their firm.

Before Audit Everything begins any r o s p e c t i ~ e discussions with Thora, they should let her supervisor know of

their interest and ask what safeguards need tb be pu t in place. For example, if Thora does not outright reject theidea and is instead interested in entertaining ihe offer, she and her manager will have to work with the EthicsOffice to put into effect a disqualification from Iany further involvement relating to the Contractor before any actual

employment discussions are allowed to p r o c ~ e d . Any Contractor who engages in employment discussions withLAUSD officials before a disqualification has completed is subject to the penalties out lined in this Code.

I

H. Conduct Political Activities Privately - Contractors and their Representatives shall only engage in political support andactivities in their own personal and voluntary cap*ity, on their own time, and with thei r own resources.

I. Make Philanthropy Voluntary - Contractors and t ~ e i r Representatives shall only engage in philanthropic activitiesrelating to LAUSD on their own time and with their own resources. LAUSD views philanthropic support as a strictlyvoluntary opportunity for Contractors to d e m o n s t r ~ t e social responsibility and good citizenship. No expressions of

support should be construed to have a bearing current or future contracts with LAUSD. And no current or potentialcontracting relationship with LAUSD to provide gqods or services is contingent upon any philanthropic support from

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Contractors and their Representatives, unless otMerwise designated as part of a bid or proposal requirement in an

open, competitive contracting process to solicit a ispecific type of support.

(1) Guidelines for Making a Gift to a Public Agenpy - Contractors who wish to provide philanthropic support to

LAUSD shall abide by the ethical and procedlJral policies and requirements established by LAUSD which buildupon the "Gifts to an Agency" requirements established in California's Code of Regulations Section 18944.2. Foroutside entities to make a gift or payment to IlAUSD in a manner that maintains public integrity, the followingminimum requirements must be met:

(a) LAUSD must receive and control the payment;(b) LAUSD must use the payment for officiallagency business;

(c) LAUSD, in its sole discretion, must deten;nine the specific official or officials who shall use the payment. The

donor may identify a specific purpose for agency's use of the payment, so long as the donor does notdesignate the specific official or officials +hO may use the payment; and

(d) LAUSD must have the payment memorialized in a written public record which embodies the requirements of

the above provisions and which:

- Identifies the donor and the official, o ~ c i a l s , or class of officials receiving or using the payment;

Describes the official agency use anq the nature and amount of the payment;

Is filed with the agency official who "1aintains the records of the agency's Statements of EconomicInterests (I.e. the Ethics Office); and i

Is filed as soon as possible, but no la.er than 30 days of receipt of the payment by LAUSD.

5. Disclosure Obligations

LAUSD expects Contractors and their R e p r e s e n t a t i v ~ s to satisfy the following public disclosure obligations:

A. Identify Current and Former LAUSD Officials - To ensure against conflict or improper influence resulting from

employment of current or former LAUSD e m p l o y ~ e s , Contractors and their Representatives shall disclose any of theiremployees, subcontractors or consultants who w i ~ h i n the last three years have been or are employees of LAUSD.

The disclosure will be in accordance with LAUSD! guidelines and will include at a minimum the name of the formerLAUSD employee(s), a list of the LAUSD positioris the person held in the last three years, and the dates the personheld those positions. Public agencies that provide contract services are not subject to this requirement.(1) In rare and unusual circumstances, LAUSD'slGeneral Superintendent or hislher designee upon a showing of

good cause may waive this disclosure requirEiment in writing with notification to the Board of Education, prior to

approving a contract or its amendment. i

I

B. Be Transparent about Lobbying - Contractors anti their Representatives shall abide by LAUSD's Lobbying Disclosure

Code and register and fulfill the associated r e q U i ~ 1 ments, if they meet the trigger(s). LAUSD's lobbying policy seeks

to enhance public trust and confidence in the inte rity of LAUSD's decision-making process by providing transparencyvia a public record of the lobbying activities cond cted by individuals and organizations. A "lobbying activity" is

defined as any action taken with the principal pu ose of supporting, promoting, influencing, modifying, opposing,delaying or advancing any rule, resolution, policy, program, contract, award, decision, or other proposal under

consideration by LAUSD officials. 'I!

For further information on LAUSD's lobbying poliqy, Contractors and their Representatives shall review the resource

materials available on the Ethics Office website (Www.lausd.netJethics). Failure to comply with LAUSD's Lobbying

Disclosure Code can result in fines and sanctionsi including debarment from contracting with LAUSD.

C. Fulfill the State-Mandated Statement of Economiq Interests ("Form 700'? Filing Requirement - Contractors and their

Representatives shall abide by the financial diSClfure requirements of California's Political Reform Act (Gov. CodeSection 81000-91015). Under the Act, individual ontractors and their Representatives may be required to discloseeconomic interests that could be foreseeably affe ted by the exercise of their public duties in a disclosure filing called

the Statement of Economic Interests or Form 700 A Form 700 serves as a tool for aiding public officials at all levels

of govemment to ensure that they do not make 0 Iparticipate in making, any governmental decisions in which theyhave an interest.

(1) Applicability - Under the law, individual Contrrctors and their Representatives are considered public officials andneed to file a Form 700 as "consultants", if th , services they are contracted to provide fit the triggers identified bythe Political Reform Act. Meeting either ofthlf test triggers below requires a Contractor's Representative(s) to filea Form 700: ,!

(a) Individual Makes Governmental D e c i s i o n ~ - Filing is required if an individual is involved in activities or

decision-making such as: obligating LAUSD to any course of action; authorizing LAUSD to enter into, modify,or renew a contract; granting approval contracts, plans, designs, reports, studies or other items; adopting

Contract" 1400028

8




or granting approval on policies, standarqs or guidelines for any subdivision of LAUSD; or negotiating on

behalf of LAUSD without significant intervening review.

(b) Individual Participates in the Making of G' vernmental Decisions for LAUSD and Serves in Staff-like Capacity- Filing is also required if an individual is erforming duties for LAUSD on a continuous or ongoing basis

extending beyond one year such as: advi ing or making recommendations to LAUSD decision makers withoutsignificant intervening review; conducting research or an investigation; preparing a report or analysis which

requires the individual to exercise their ju gment; or performing duties similar to an LAUSD staff position thatis

already designated as a filer position i LAUSD's Conflict of Interest Code.(2) Filing Timelines - Individuals who are legally required to complete a Statement of Economic Interests

form must submit a filing: :

(a) upon commencement of work with LAUSp.(b) on an ongoing basis thereafter in a c c o r d ~ n c e with the April 1

stannual deadline, and

(c) upon termination of work with LAUSD. I

(3) Process - Contractors and their R e p r e s e n t a t i ~ e s shall coordinate with their LAUSD Contract Sponsor(s) toensure that they meet this state mandate in manner required by law. Form 700s must be received by theLAUSD Ethics Office to be considered p r o p e ~ y filed in accordance with the Political Reform Act.

(4) Disqualifications - Individuals who must file financial disclosure statements are subject to the requirements of thePolitical Reform Act as is the case with any other "public official" including disqualification when they encounter

decision-making that could affect their financial interests. Contractors and their Representatives shall beresponsible for ensuring that they take the appropriate actions necessary, so as not to violate any aspect of the

Act.Examples oi Form 700 Filers and Non-Filers

(5) Maria Ley is an attorney for the firm of Legal Eagles which serves as outside counsel to LAUSD. In her capacityas outside counsel, Maria provides ongoing I ~ g a l services for LAUSD and as such participates in the making of

govemmental decisions. Maria's role inVOlVer' her in advising or making recommendations to governmentdecision-makers and also gives her the oppo unity to impact decisions that could foreseeably affect her ownfinancial interests.

Maria would be considered a consultant n d ~ r the Political Reform Act and would need to file a Form 700.

(6) The Research Institute has been hired by L A ~ S D to do a major three-year policy study which will help LAUSD

decide the shape and scope of a major f t e r - ~ c h o o l tutoring initiative, including the total funding that should beallocated. As part of the Institute's work, theit researchers will help LAUSD design and decide on some additionalcontracts for supplemental survey research. Jfhe Institute knows that all the principal researchers on their teamwill have to be Form 700 filers because their.'tvork is ongoing and will influence LAUSO's governmental decision.

However, the Institute is unsure of whether ~ e i r trusty secretary, Bea Addman, would have to be a filer.

Bea does not need to file. Even though she fill be housed at LAUSD for the three years and act in a staff-likecapacity, she will provide clerical support r i ~ a r i l y and will not participate in making any govemmental decisions.

(7) Bob Builder works for a construction companr. that will be supporting LAUSO's school-building initiative on acontinuous basis. Bob will direct activities co ceming the planning and construction of various schools facilities,

coordinate land acquisition, supervise teams, set policies, and also prepare various budgets for LAUSO.

Bob meets the trigger defined under the law c a u s e as part of the services he will provide, he has the authorityto affect financial interests and commit LAUS to government actions at his discretion. Additionally, in his role,he will be performing essentially the same ta ks as an LAUSD Facilities Project Manager which is a position thatis already designated in LAUSD's Conflict of Interest Code. Therefore, Bob is required to file a Form 700.

6. Prohibited Activities

A Contractor, its Representative(s) and all other g e n ~ ( s ) acting on its behalf are prohibited from engaging in the following

activities: .G E ~ E R A L PROHIBITIONSA. Acting in a manner that would be reasonably kn0"rn to create or ead to a perception of improper conduct that could

result in direct or indirect damage to LAUSD or oqr reputationI

B. Acting with the purpose or intent of placing an LApSD official under personal obligation to any Contractor or itsRepresentatives . i

I

C. Conducting business with or on behalfof LAUSD rn a manner that would be reasonably known to create or lead to a

perception of self-dealing

Contract# 1400028

9



Los Angeles Unified School District Contractor Code ofConduct

D. Conducting work on behal fof another client on ai matter that would be reasonably seen as in conflict with workperformed fo r UWSD .

E. Disclosing any proprietary or confidential information, including employee or student health information, aboutLAUSD, our employees, students, or o n t r a c t o ~ to anyone not authorized by a written LAUSD re-disclosureagreement to receive the information i

F. Knowingly deceiving or attempting to deceive aniLAUSD official about any fact pertaining to any pending or proposedLAUSD decision-making .

G. Making or arranging for any gift(s) or gratuities t ~ a t violate LAUSD's policies, including:(1) Providing ~ gifts at all to a procurement e ~ p l o y e e ; (2) Providing any gifts in excess of LAUSD's giftllimit in a calendar year to any LAUSD official or to a member of

his/her household; and '

(3) Providing gifts without the necessary public disclosure when disclosure is requiredI

H. Offering any favor, gratuity, or kickback to an LAySD official for awarding, modifying, or providing preferentialtreatment relating to an LAUSD contract

I. Receiving or dispersing compensation contingenr upon the defeat, enactment, or outcome of any proposed policy oraction

J. Taking any action to circumvent LAUSD's s y s t e ~ of controls or to provide misleading information on any documentsor records I

K.Using LAUSD assets and resources for purposes which do not support LAUSD's workI

L. Using LAUSD provided technology or systems td create, access, store, print, solicit or send any material that is false,derogatory, malicious, intimidating, harassing, tMeatening, abusive, sexually explicit or otherwise offensive

iM. Violating or counseling any person to violate any!provisions of LAUSD s Contractor Code ofConduct, Lobbying

Disclosure Code, Employee Code ofEthics, a n d ~ o r any other governing state or federal laws

C O N T ~ C T I N G PROHIBITIONS

N. Dealing directly with an LAUSD official who is a Glose relative or cohabitant with a Contractor or its Representatives inthe course of negotiating a contracting a g r e e m e ~ t or performing a Contractor's obligation(1) For the purposes of this policy, close relativef shall be defined as including spouse, sibling, parent, grandparent,

child, and grandchild. Cohabitants shall be defined as persons living together.

O. Engaging in prohibited communication with LAU4D officials during the Cone of Silence time period(s) of thecontracting process

(1) In a competitive contracting process, the c o ~ e of Silence begins from the time when an Invitation for Bid (IFB),Request for Proposal (RFP), Request for IntEirest and Bid (RFIB), Request for Quote, Request for Qualification, or

any other solicitation release is announced LAUSD until the time a contract award recommendation is made

public by the Board Secretariat's posting of tt)e board report for the contract to be approved.

(2) In a non-competitive contracting process, thel. Cone of Silence begins at the time when a proposal is submitted to

LAUSD until the time the contract is fully e x e ~ u t e d . P. Employing any current or former LAUSD m p l o y ~ e to perform any work prohibited by the "Cooling Periods" defined in

Section 4F of this Code •

Q. Making or participating in the making of g o v e r n m ~ n t a l decisions on behalfofLAUSD when a Contractor or itsRepresentatives has an existing financial interestl that is prohibited under the law

R. Making any substitution ofgoods, services, or talhnt that does not meet contract specifications without prior approval•fromLAUSD I

S. Making false charges on claims for payment sub+itted to LAUSD in violation of the California False Claims Act, Cal.Government Code §§ 12650-12655 •

T. Requesting, attempting to request, or acceptin9-tI'either directly or indirectly-any protected information regardingpresent or future contracts before the information,is made publicly available at the same time and in the same form toall other potential bidders '

U. Submitting a bid as a proposeror sub-proposeror a particularprocurement afterparticipating in its development (e.g.identifying the scope of work, creating solicitation Idocuments or technical specifications, developing evaluation

criteria, and preparing contractual instruments)

Contract# 1400028

10




L O ~ B Y I N G PROHIBITIONS

V. Engaging in any lobbying activities without the appropriate disclosure, if the registration trigger has been met

W. Lobbying on behalfofLAUSD, if a Contractor or Representatives is lobbying LAUSD officials.

(1) Any person or entity who receives c o m p e n s ~ t i o n to lobby on behalf of or otherwise represent LAUSD, pursuant toa contract or sub-contract, shall be prohibite9 from also lobbying LAUSD on behalf of any other person or entityfor compensation as this would be considered a conflict of interest.

7. Issues ResolutionEarly identification and resolution of contracting or 01er ethical issues that may arise are critical to building public trust.Whenever possible, it is advisable to initiate the i s s u ~ resolution process proactively, either with the designated

contracting contact if the issue arises dUring the c o n t ~ a c t i n g process, or with the Contract Sponsor in the case of an active

contract that is being carried out. It is always a p p r o p ~ i a t e to seek out the Procurement Services Group or the FacilitiesContracts Branch to resolve an issue, if another altenj1ative is not possible. Fonnal disputes regarding bid solicitations orcontract awards should be raised and addressed in apcordance with LAUSD policy where such matters will be given full,impartial, and timely consideration.

8. Enforcement Provisions

While Contractors and their Representatives are expected to self-monitor their compliance with this Contractor Code of

Conduct, the provisions of this Code are enforceable by LAUSD. Enforcement measures can be taken by LAUSD'sProcurement Services Group or Facilities Contracts ~ r a n c h in consultation with the Contract Sponsor, the Ethics Office,

the Office of the General Counsel, and the Office of Inspector General. The Office of the Inspector General may also

refer matters to the appropriate authorities for further c t i o n . A. Report Violations - Good faith reporting of suspebted violations of the Contractor Code of Conduct is encouraged.

Reports of possible violations should be made to Office of the Inspector General where such reports will be

investigated and handled with the level of o n f i d e ~ i a l i t y that is merited and permitted by law. No adverseconsequences will result to anyone as a result of i"aking a good faith report.

B. Cooperate on Audits and Investigations - C o n t r a ~ t o r s and their Representatives shall cooperate with any necessaryaudits or investigations by LAUSD relating to c o n ~ u c t identified in this Code. Such audits and investigations may beconducted when LAUSD has reason to believe t h ~ t a violation of this Code has occurred. Once an audit or

investigation is complete, LAUSD may contact a ~ o n t r a c t o r or their Representatives to establish remedies and/orsanctions. I

C. Comply with Sanctions - Contractors and their Representatives shall comply with the necessary sanctions for

violations of this Code of Conduct. Remedies include and/or combine one or more of the following actions:

(1) Removal of offending Contractor or subconfractor;

(2) Implementation of corrective action plan approved by LAUSD;(3) Submission of training plan for preventing fyture violations of the Code;

(4) Probation for 1-3 years;

(5) Rescission, voidance or termination of a cortract;(6) Suspension from all LAUSD contracting forla period of time;(7) Prohibition from all LAUSD lobbying activities;

(8) Compliance with deferred debannent g r e ~ m e n t ; (9) Debarment from all LAUSD procurement contracting; or

(10) Other sanctions available by law that are d ~ e m e d reasonable and appropriate.

In the case of a procurement in which a contract yet to be awarded, LAUSD reserves the right to reject any bid or

proposal, to tenninate the procurement process or to take other appropriate actions.

Failure to remedy the situation in the timely mannEr prescribed by LAUSD can result in additional sanctions. Records

of violations or any other non-compliance are a mrtter of public record.

Any debannent proceeding will follow due p r o c e s ~ in accordance with the procedures described in LAUSD's~ ~ ~ m ~ ~ !

9. Future Code Updates I

, To ensure that LAUSD maintain our effectiveness in ~ r o m o t i n g integrity in our contracting processes and our use of publictax dollars, LAUSD reserves the right to amend and ~ o d i f y this Contractor Code of Conduct at its discretion. LAUSD's

Ethics Office will post the latest version of the Code its website. Interested parties with ideas on how LAUSD canstrengthen our Code to improve public trust in the integrity of LAUSD's decision-making can contact LAUSD's Ethics

Office in writing to share their comments. Such com"lents will be evaluated for future code updates.

I

Contract# 1400028

11




LAUSD is not responsible for notifying a Contractor or their Representatives of any changes to this Code. It is the

responsibility of a Contractor to keep itself and its Representatives apprised of any changes made to this Code. LAUSD

is not responsible for any damages that may occur a result of a Contractor's failure to fulfill its responsibilities of stayingcurrent on this Code.

10. Severability

If one part or provision of this Contractor Code of o ~ d u c t , or its application to any person or organization, is found to be

invalid by any court, the remainderof

this Code and application to other persons

or

organizations, which has not beenfound invalid, shall not be affected by such invalidity, land to that extent the provisions of this Code are declared to beseverable. .

Contract# 1400028

12



EXHIBIT D

APPLE PRODUCT WARRANTIES AND RELATED OBLIGATIONS FOR

COMMON CORE COMPUTING DEVICES, SOFTWARE, AND ACCESSORIES

Except for any and all obligations contained in a survival clause found in this Contract, all of Contractor's

obligations shall become null and void upon contract expiration.

1. MANUFACTURER'S WARRANTY

Except as expressly represented otherwise in this Contract, the sole warranty for an Apple Product purchased

hereunder shall be the Limited Warranty. Except for the Limited Warranty, all Apple Products are sold "as is" and

without additional warranty or support from Contractor. All Products, other than Apple Products, are sold "as is"

and without warranty or support from Contractor, but may be accompanied by a manufacturer's warranty, as more

particularly provided in warranty documentation that accompanies such Products. Upon LAUSD's request,

Contractor will provide a copy of the manufacturer's warranty accompanying Products offered by Contractor under

this Contract. Nothing in this Contract shall be construed as obligating Contractor to provide any warranty-related

fulfillment or support for any Products, other than Apple Products.

EXCEPT FOR THE LIMITED WARRANTY, CONTRACTOR MAKES NO WARRANTIES, EITHER

EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND TO THE MAXIMUM

EXTENT PROVIDED BY LAW, CONTRACTOR HEREBY DISCLAIMS SUCH WARRANTIES, INCLUDING

BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE.

2. EXTENDED WARRANTY. The extended warranty offered by the Contractor is as follows:

A. For iPads with Retina display purchased under this Contract, Contractor shall provide the District with "on-site

repair or replacement" warranty coverage for a period of three (3) years from the date of delivery to the school

site/location against defects in materials and workmanship when used normally in accordance with Contractor's

published guidelines. In addition, the Extended Warranty includes "next day" onsite pickup and delivery of

failed/spare units, storage of spares and buffer units procured by LAUSD. If during the term of the Extended

Warranty the battery capacity of an iPad covered by the Extended Warranty ("Covered iPad") to hold an

electrical charge has depleted fifty percent (50%) or more from its original specifications, Contractor will either

(i) repair the defect at no charge, using new or refurbished parts that are equivalent to new in performance and

reliability, or (ii) exchange the Covered iPad with a replacement product that is new or equivalent to new in

performance and reliability, and is at least functionally equivalent to the original product.

B. For Mac mini's purchased under this Contract, Contractor shall provide the District warranty coverage for a

period of three (3) years from the date of delivery against defects in materials and workmanship when used

normally in accordance with Contractor's published guidelines. In addition, the Extended Warranty includes

"next day" onsite pickup and delivery of failed/spare units, storage of spares and buffer units procured byLAUSD and strategic account management.

3. SERVICES WARRANTY. Except as expressly represented otherwise in this Contract, and to the extent not

prohibited by law, all Services, including any documentation, publications, software programs or code, and other

information provided by or on behalf of Contractor to LAUSD under this Contract are furnished on an "AS-IS"

basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality,

reliability, timeliness, usefulness, sufficiency and accuracy. ALL IMPLIED WARRANTIES, INCLUDING

WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND

Exhibit D, Page 1 of 3

Contract# 1400028



FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY CONTRACTOR. NO ORAL OR

WRITTEN INFORMATION PROVIDED BY CONTRACTOR SHALL CREATE A WARRANTY UNLESS

INCORPORATED INTO THIS CONTRACT. IN THE EVENT CONTRACTOR SHALL FAIL TO PROVIDE

SERVICES IN ACCORDANCE WITH THIS CONTRACT, CONTRACTOR'S ENTIRE LIABILITY AND

LAUSD'S EXCLUSIVE REMEDY SHALL BE FOR CONTRACTOR TO USE ITS REASONABLE EFFORTS

TO REPERFORM THOSE SERVICES WITHIN A REASONABLE PERIOD OF TIME; PROVIDED, THAT IN

THE EVENT CONTRACTOR IS UNABLE TO CORRECT ANY DEFAULT OR BREACH OF THIS CONTRCT

BY IT, CONTRACTOR MAY ELECT TO REFUND ALL PAYMENTS ACTUALLY RECEIVED BY IT FROM

LAUSD FOR SERVICES IN QUESTION, IN FULL SATISFACTION OF CONTRACTOR'S OBLIGATIONS

UNDER THIS CONTRACT.

4. CONTENT. To the extent a provider of software or applications ("Content Provider") included in this Contract

makes updates and improvements to software or applications ("Content") included herein in the ordinary course of

product maintenance, those changes shall be made available at no additional cost for three (3) years from the date of

delivery of Content. In the event that the Content Provider makes materially new versions of Content that are

substantially different from the Content originally provided in this Contract, it shall be at Content Provider's

discretion to determine ifthere any associated costs for the new versions.

Additionally, unless specified otherwise in this Contract or in a developer or Content Provider's warranty that

accompanies the Content, the Content is sold "as is" and without warranty or support from Contractor. Contractor

shall also not be responsible or liable for validating that any Content provided pursuant to the Contract meets any

applicable education or academic guidelines and standards including but not limited to any state or federal specific

requirements. Contractor shall also not be responsible for ensuring that the Content provided pursuant to this

Contract will be available for the entire length of this Contract, and accordingly Contractor reserves the right to

replace or substitute any third party hardware or Content as necessary at any time during the term of this Contract.

Contractor shall not be held liable should any software developers or Content Providers be replaced during the term

of this Contract, and in such instances, Contractor shall use commercially reasonable efforts to replace such

software developers or Content Providers with others offering similar Content. Lastly, Contractor does not warrant

that the Content will be compatible or work with any third party software or applications.

5. CORE OPERATING SYSTEM SOFTWARE. Through the term of this Contract and subject to the terms and

conditions of this Contract, Contractor will provide current and upgraded versions of the core operating systems for

iPads with Retina display and Mac mini 's, if they become available. Contractor will provide as appropriate

upgraded versions of Apple's iUfe and iWork suites in Contractor's per seat cost. Contractor's obligations under

this provision shall extend for three (3) years from the date of product delivery.

6. TRAINING. During the term of this Contract and subject to the terms and conditions of this Contract,

Contractor will provide participants with training related to updates, recent improvements and new applications.

Contractor's obligation under this provision shall extend for three (3) years from the date of execution of this

Contract.

7. FREE OF CHARGE SOFTWARE. Some software titles are publicly distributed "free of charge" to the end

user. Contractor assumes that this software will continue to be "free of charge" for the term of the Contract. Because

these products are distributed wi thout charge, they customarily are distributed without warranties, particularly with

respect to functionality, data preservation, and non-infringement.

To Contractor's knowledge, none of the "free of charge" software titles, to be provided under this Contract, have

known issues that would make it imprudent to use such software, but each is distributed with licenses that require


Contract# 1400028



the end-user to bear the risk that these titles might (a) not work as well as expected, (b) cause data loss, or (c)

infringe the rights of third parties.

Accordingly, by accepting that "free of charge" software is offered as a component of Contractor's solution under

this Contract, LAUSD agrees that, any "free of charge" software is provided by Contractor AS IS with no

representations or warranties, either express or implied, as to the "free of charge" software's performance,

compatibility with future as versions, safety, or ownership, unless the "free of charge's" license providesotherwise, in which case LAUSD must look to the developers rather than Contractor for breaches of those

representations or warranties.

To the extent permitted by law, the LAUSD further agrees to waive, any and all claims it might have against

Contractor that arise as a result of LAUSD's use of the "free of charge" software, and to indemnitY and hold

harmless Contractor from and against any and all claims of third parties arising from any usage of "free of charge"

software provided to LAUSD under this Contract.


Contract# 1400028



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Contract# 1400028



EXHIBITFRESERVED

Exhibit F, Page 1 of 1Contract# 1400028



EXHIBITG

CUSTOMER CONFIRMATION OF ACCEPTANCE

Apple Inc.Customer Confirmation of Acceptance Form

Agreement Number Cu5lomer PO Number Project Name

Cu5lomer Contact Company Name of Professional Services Provider

Cu5lomer Address 1 Apple Purchase Order Number

Cu5lomer Address 2 Part Number Unit Number

City State Zip Part Number Unit Number

Customer Contact Phone Part Number Unit Number

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Actual Date of Performance

Customer Approval Authority:

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Customer Signsture Dste

Customer Name and Title

Exhibit G, Page 1 of 1

Contract# 1400028



EXHIBITH

PHASE 1 PROJECT PLAN

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Contract# 1400028



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0



EXHIBIT I

APPLE HARDWARE LOAN AGREEMENT

_________________ Customer Reference#

APPLE HARDWARE LOAN AGREEMENTAGREEMENT FOR APPLE-SUPPLIED

EQUIPMENT, SOFTWARE, SUPPLIES OR OTHER MATERIALS

This Apple Hardware Loan Agreement (the "Agreement") is entered into as of , ("Effective Date") by

and between Apple Inc., a California corporation having its principal place of business at I Infinite Loop, Cupertino,

CA 95014-2084 ("Apple") and , having its principal place of business at__________________________ ("Recipient").

Purpose

Apple wishes to make available to Recipient certain Apple equipment, software, supplies, or other materials (the

"Equipment") listed in Exhibit A, and Recipient wishes to borrow the Equipment for Recipient's own enterprise or

institutional use only, under the terms and conditions set forth below. Recipient agrees not to use the Equipment for

personal use or for resale but, instead, solely for the purpose of evaluating the Equipment, and not otherwise (the

"Purpose").

Agreement

1. OWNERSHIP & DELIVERY

1.1 Equipment Delivery. Apple will, at its expense, arrange for delivery of Equipment to Recipient, as Apple in its

sole discretion deems appropriate.

1.2 Equipment Title & Interest. Title to the Equipment, including all spare or maintenance parts, will remain vested

in Apple. Nothing in this Agreement will be construed as conveying to the Recipient any right, title, or interest in the

Equipment, except as a borrower and only for the limited Purpose as set forth herein. Recipient will not directly or

indirectly cause, create, or pennit to exist any mortgage, security interest, lien, encumbrance or claim against the

Equipment, title thereto, or any interest therein. Recipient, at its expense, will promptly take such action as may be

necessary to duly discharge any such mortgage, security interest, lien, encumbrance, or claim against the Equipment,

title thereto, or any interest therein, if it arises.

1. RECIPIENT'S RESPONSIBILITIES

2.1 Taxes & Duties. Recipient will pay all taxes, duties, or other imposts levied on the Equipment or its use during

the Term.

2.2 Risk of Loss or Damage. Recipient will be responsible for physical loss of or damage to the Equipment while in

the possession or control of Recipient. Recipient assumes this liability as of the time Recipient takes possession of

the Equipment or when the common carrier or other entity selected by Apple to deliver the Equipment to Recipient

surrenders possession of the same to Recipient or its agent, whichever is earlier. Recipient's liability under this

section ends when Recipient returns the Equipment to Apple in the same condition as it was provided to Recipient,

less reasonable wear and tear. Recipient will reimburse Apple for physical loss or damage to Equipment in an

amount equal to the cost of the damaged or lost Equipment as specified in Apple's consumer price list ("Apple Price

List") as of the Effective Date of this Agreement.

2.3 Equipment Setup & Repair. Recipient is responsible for Equipment setup and packaging throughout the Term.

Recipient is required to contact the Worldwide Product Placement Group at the email address supplied i n Exhibit B,to authorize any Equipment repair.

2.4 Equipment Modification & Use. Recipient agrees not to change, alter, or otherwise modify the Equipment

without Apple's prior written pennission. Recipient will allow Apple to make any changes. alterations,

modifications, or exchanges as Apple, in its sole discretion, deems necessary or desirable. Recipient agrees to only

use the Equipment for the Purpose stated in this Agreement and will not copy, or otherwise reproduce. reverse

engineer, disassemble, or decompile any software components, training product or other components of the

Equipment.

Proposal from Apple Inc. Page A - 61

Exhibit I, Page 1 of 5

Contract# 1400028



_________________ CUstomer Reference#

2.5 Equipment Location & Inspection. The Equipment must remain at the address to which the Equipment was

shipped, or such other address as Apple approves in writing prior to Equipme nt removal. Any mobile device may be

temporarily moved to locations near the ship to location. Equipment shall not be removed from the United States atany time during the Term. Apple shall have the right to inspect the Equipment upon forty-eight (48) hours written

notice to Recipient.

2.6 Equipment Return. Recipient must return the Equipment postage paid within seven (7) days of expiration or

termination of this Agreement If Recipient does not return the Equipment within such time, the matter will be

referred to a collection agency. Apple reserves the right to invoice Recipient, through the collection agency, in an

amount equal to the cost of the Equipment as specified in the Apple Price List as of the Effective Date and Recipient

agrees to pay such amount, along with any expenses incurred by Apple in using the collection agency, within thirty

(30) days of date of said invoice. Apple has no obligation to return any media or content incorporated into the

Equipment if Equipment is returned with such media or content. Nor will Apple have any liability for removing or

not removing any such content or media from the Equipment after its return

2.7 Financing Statement. At Apple's request, Recipient shall cooperate with Apple in executing one or more

financing statements regarding any or all of the Equipment, pursuant to the Uniform Commercial Code. Recipient

acknowledges and agrees that nothing in this Agreement will allow Recipient to claim the Equipment as part of

Recipient's assets subject to liquidation should Recipient declare bankruptcy.

3. LIMITATION OF LIABILITY

3.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT TO THE EXTENT PROHIBITED BY

APPLICABLE LAW, (A) APPLE SHALL HAVE NO LIABILITY FOR ANY AND ALL CLAIMS AND

DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT,

WARRANTY, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND (B) IN NO EVENT SHALL

APPLE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES

(INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LOST BUSINESS PROFITS OR REVENUE, LOSS OF

DATA, INTERRUPTION IN USE, OR UNAVAILABILITY OF DATA) OR FOR PUNITIVE OR EXEMPLARY

DAMAGES, WHETHER AS A RESULT OR BREACH OF CONTRACT, WARRANTY, TORT, STRICT

LIABILITY, STATUTE OR OTHERWISE. THE REMEDIES OFFERED BY APPLE UNDER THIS

AGREEMENT REPRESENT RECIPIENT'S SOLE AND EXCLUSIVE REMEDY.

3.2 THE PARTIES HEREBY AGREE THAT THE TERMS CONCERNING INDEMNITY, WARRANTY

DISCLAIMER AND THE ABOVE LIMITATIONS OF LIABILITY REPRESENT A FAIR ALLOCATION OF

RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS

AGREEMENT.

4. WARRANTY DISCLAIMER

THE EQUIPMENT IS PROVIDED TO RECIPIENT "AS IS " APPLE HEREBY DISCLAIMS, AND RECIPIENT

HEREBY WAIVES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,

THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICU LAR PURPOSE.

5. INDEMNIFICATION

Recipient will defend, indemnify, and hol d Apple, its affiliates, officers, directors and personnel, harmless from and

against any and all claims, demands, and allegations, against Apple, or any of its affiliates or personnel, including

costs, damages, liabilities and fees (including reasonable attorney and other professional fees), that arise out of or in

connection with this Agreement or Recipient's possession or operation of the Equipment (the "Damages"). The

Damages will not apply to claims arising solely from the Equipment's infringement of a third party's copyright,

patent, trade secret, mask work, or trademark rights on the condition that such claims are not caused by any act,

omission, or breach by Recipient o r any misuse, modification, or combination of the Equipment with other materials,

technology, equipment or information.


Exhibit I, Page 2 o f 5

Contract# 1400028




6. TERM AND TERMINATION

6.1 Tenn. The term of this Agreement shall commence on the Effective Date and shall continue in full force and

effect until the Equipment is returned to Apple in accordance with the tenns of this Agreement. Notwithstandinganything in the foregoing, in no event shall the loan of the Equipment exceed a period of sixty (60) days from the

Effective Date without written consent from Apple (the "Tenn").

6.2 Tennination. Either party may terminate this Agreement with written notice to the other. Upon such tennination,

Recipient shall return the Equipment to Apple in accordance with Section 2.6 of this Agreement.

6.3 Survival. Upon expiration or tennination of this Agreement, all defined tenns and the following sections shall

remain in effect: 1.2, 2.1, 2.2, 2.6, 3, 4, 5, 6.1, 6.3, and 6.9 and 7. Any additional obligations that expressly or by

their nature are intended to continue after the tennination or expiration of this Agreement shall survive and remain ineffect.

7. GENERAL TERMS

7.1 Assigrunent. Recipient will not assign this Agreement, or any of the rights or obligations hereunder without the

Apple's prior written consent. Any attempted assignment by Recipient will be null and void. Apple may assign this

Agreement, any Equipment, and any of its rights hereunder, as Apple in its sole discretion deems necessary orappropriate. The provisions of this Agreement shall be binding upon and inure to the benefit of Apple and Recipient,their successors, and pennitted assigns.

7.2 Governing LawNenue. If Recipient is a public institution or agency, this Agreement will be governed and

interpreted under the laws of the state in which Recipient is located If Recipient is a publicly-traded com pany or a

privately-held enterprise, this Agreement shall be governed by and construed in accordance with the laws of the

State of California, except for its conflict of law provisions. In the event that litigation commences, the parties agree

that the venue shall be Santa Clam County, California.

7.3 Notice. Any notice under this Agreement must be in writing and will be deemed given when delivered personally

or sent by email, fax, or commercial overnight courier specifying next-day delivery, with written confirmation of

receipt. Notices to Apple will be sent to the following address:

Apple Inc.

Attn: WWPM Product Placement Group

1 Infinite Loop, MS 47-SL

Cupertino, CA 95014

With a copy to:

Apple Inc.

Attn: Apple Legal Dept.

1 Infinite Loop, MS 3-MAL

Cupertino, CA 95014

Notice to Recipient will be sent to the address set forth in the first paragmph of this Agreement. Either party may

give notice of a change of address for receipt of notices by giving notice in accordance with this section

7.4 Sevembility. If any of the provisions of this Agreement are held by a court or other tribunal of competent

jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and

effect and be construed to effectuate Apple's and Recipient's intentions in executing it.

7.5 No Waiver. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver ofthe right to enforce afterward that or any other provision of this agreement.

7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which wiIl be deemed an

original, but which collectively will constitute one and the same instrument.

7.7 Headings & Construction. Section headings are for reference only and will not be considered as parts of this

Agreement. Wherever the singular is used, it includes the plural, and wherever the plural is used, it includes the

singular.Page A - 63

Proposal from Apple Inc.


Contract# 1400028



________________ Customer Reference#

7.8 Modification. Any modifications of this Agreement shall be in writing and signed by authorized representatives

of both Apple and Recipient.

7.9 Compliance with Laws. Each party will comply with all applicable laws and regulations (including, without

limitation, the laws and regulations of the u.s. Govenune nt relating to export, import, labor and employment) and

defend and hold the other harmless from any expense or damage resulting from its violation or alleged violation in

the performance of this Agreement.

7.10 Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between Apple and

Recipient with respect to the subject matter, and any and all previous written or oral agreements are expressly

canceled. Apple and Recipient acknowledge that it is not entering this Agreement on the basis of any representations

not expressly contained in this Agreement.

7.11 Authoritv. Recipient represents and warrants that it has all right, power and authority tmder applicable law to

enter into and perform this Agreement and that the person signing below has the requisite legal authority to bindRecipient to the terms of this Agreement.

The duly authorized representative of the Recipient executes this Agreement as of the Effective Date.

Agreed:

RECIPIENT

BY: _

NAME:TITLE: ---------



Contract# 1400028




EXHIBIT A

EQUIPMENT

Model ConfilUration

EXHffiITB

CONTACTllWORMATION

Apple Inc.

WWPM Product Placement Group

1 Infinite Loop, MS:47-SL

Cupertino, CA 95014

[email protected]

Phone: (408) 974-0546

Fax: (408) 974-6714

Proposal from Apple Page A - 65


Contract# 1400028



EXHIBIT K

SOLUTION SOFTWARE INSTALLATION AGREEMENT

Solution Software Installation Agreement

This Solution Software Installation Agreement ("Agreement") is made this _

("Effective Date') by and between Apple Inc. ("Apple") and

(Apple and Customer individually a "PartY' and collectively "the Parties").

day of 20_

("Customer")

RedtlIl

Customer requests Apple install certain third-party

software, including free and open source software,

whether in an image supplied by Customer or a

package created by Apple at Customer's direction,

specifically listed in the attached Exhibit A on Apple

branded hardware ordered by Customer. This

Agreement confirms the terms under which Apple

agrees to provide and/or direct its subcontractors to

provide such installation and imagi ng seNices in

consideration for Customer's warranties,

representations and covenants set forth belaw and

any fees that may apply.

Terms

1. Progl'lrn Condltlans.

A. Upon execution and delivery of this Agreement to

Apple, Customer shall furnish a complete list of all

software ("Software') to be installed in Exhibit A ("the

Software List"). If at any time during the Term,

Customer desires to update the Software ListCustomer shall do so by delivering an image update

form ("Image Update Form') that identifies the

additional Software to be installed. In that event

Customer must deliver such Image Update Form and

the Software to Apple at ieast thirty (30) days prior to

the date on which Customer desires Apple to perform

the installation and imaging services ("SeNices') with

respect to the additional Software. If Customer

requests or if Apple discovers that any Software to be

installed under the SeNices is not specifically

identified on the Software List or Image Update Form,

then Apple shall be immediately excused from its

obligation to perform any SeNices with respect to

such Software.

8. Upon delivery of the initial Software List and any

subsequent Image Update Form, Customer shall sign

the applicable form to confirm that Apple's

performance of the Services on Customer's behalf

does not breach or conflict with any of the end user

license agreements and any other licensing terms

(collectively referred to as the "EULAs") for the

Software. The above referenced requirement is

mandatory for the performance of the Services. If

Customer fails to comply with this requirement Apple

will not install the Software and will be immediately

excused from its obligation to perform any SeNices.

2. Appointment. Upon execution and delivery of this

Agreement and the Software List Customer hereby

appoints Apple, including its subcontractors, as

Customer's agent for the pu rpose of performing the

SeNices. Customer hereby authorizes Apple, and its

SUbcontractors, to accept the terms of all applicable

EULAs, including all free and open source software

("FOSS") EULAs on Customer's behalf as Customer's

agent Notwithstand ng the foregoing, Apple sha II not

be deemed to have accepted or agreed to be bound

by any such EULAs and/or FOSS EULA terms as a

consequence of insta Iling the Software for Customer,

except in Apple's capacity as Customer's Agent.

3. Soft.wllre Requirements.

A. Customer represents and warrants that (i)

Customer has all legal rights, whether by ownershipor license, necessary to authorize Apple, including its

subcontractors, to prOVide the Services; (iQ that such

action by Apple or its subcontractors will not infringe

the intellectual property rights of any third party; (iii)

none of the Software contains code that is licensed

under the GNU General Public License version 3

("GPLv3") or the GNU Lesser General Public License

("LGPLv3') or any later versions thereof; (iv) Customer

agrees to the terms of all applicable EULAs, including

all FOSS EULAs; (v) Customer is fully responsible for

obtaining all consents, providing any notices and

fulfilling any and all other obligations required under

the EULAs and FOSS EULAs; and (Vi) the person

signing below has the legal authority to bind

Customer to this Agreement.

4. (Reserved)

S. (ReseM!d)

6. Governing UIW. This Agreement shall be governed

by the laws of the State of California, excluding its

Apple Confidential Page 1of 3 SCM Rev 03/12


Exhibit K, Page 1 of 3

Contract# 1400028



conflict of law rules. The Superior Court of Santa Clara

County or the United States District Court for the

Northern District of California shall have jurisdiction

and venue over all controversies arising out of, or

relating to, this Agreement. In any action to enforcethis Agreement the prevailing party shall be entitled

to recover all of its court costs and expenses and

reasonable attorneys' fees incurred. ANY LITIGATION

ARISING OUT OF ANY DISPUTE OR CONTROVERSY

BETWEEN THE PARTIES TO THIS AGREEMENT MUST

BE BROUGHT WITHIN ONE (1) YEAR FROM THE FIRST

DATE SUCH ACTION COULD HAVE BEEN BROUGHT.

IF A LONGER PERIOD IS PROVIDED BY STATUTE, THE

PARTIES HEREBY EXPRESSLY WArJE IT.

7. Sewrabillty. If a court of competent jurisdiction

holds any provision of this Agreement invalid or

unenforceable, all other portions of this Agreement

shall remain in full force and effect, and the Parties

will replace the invalid or enforceable provision with avalid and enforceable provision that achieve the

original intent.

8. Term and Termlllltlon. The term of this Ag reement

will commence from the effective date and continue

for thirty-six months thereafter unless terminated

sooner ("Term"). Apple may terminate this Agreement

immediately without prior written notice for any

material breach of this Agreement. Either Party may

terminate this Agreement upon thirt y (30) days' prior

written notice.

If at any time during the Term, Customer fails to

comply with its warranties provided above, Apple

reserves the right to immediately suspend all or any

portion of the Services or terminate this Agreement.In addition, if an incomplete Software List is provided

to Apple or if, at any time during the Term, Apple

discovers or has reason to believe that any Software,

whether or not identified on the Software List or

Image Update Form, includes or consists of any code

that is licensed under GPLv3 or LGPLv3, or any later

versions thereof, then Apple reserves the right to

immediately suspend all or any portion of the

Services or terminate this Agreement. Any such

suspension or termination by Apple shall be without

further obligation or duty to Customer.

9. EntIre Agreement. This Agreement, together with

the Software List and any Image Update Form(s)

submitted during the Term, constitutes the complete,final and exclusive statement of the Parties'

ag reement as to the subject matter of this Agreement

and su persedes aII other negotiations and

agreements between them. No modification to this

Agreement will be binding unless made in writing and

signed by Apple.

10. SurvlYllL Upon any termination or expiration ofthis

Agreement Sections 4 through 7 will survive

indefinitely.

IN WITN ESS WH EREOF this Ag reement is executed by the Parties as of the Effective Date stated above.

C1JS'b)mer Apple Inc.

SIGNATURE: SIGNATURE:

PRINT NAME: PRINT NAME:

TITLE: TITLE:

DATE: DATE:

Please fax this completed form to 866-314-3084

Appe Confidential Page2of3 SCM Rev 03/12



Contract# 1400028



ElchlbltA

Softwlre List

CUslDmer Nlme: Los Angeles Veined Sehgal prstrkt

Date of Submission: _

Pleese provide the Inforlllltion requested fer Hch Soft.wlre 1ftIe: Thlrd-pirty software titles to be Instilled shillbe specified In Contract. 1400028.

SaftwareTltle VefSlonf LicenSOl' FOSS

Apple Confidential Page 3 of 3 SCM Rev 03/12



Contract# 1400028



EXHIBIT LPEARSON ALWAn LEARNINC,

Agreement#CP20132707

ATTACHMENT 1to

Apple/Pearson Scope of Work

LAUSD Common Core System of Courses Adoption Project

OutlineI. Introduction to the Common Core System of Courses

For StudentsFor Teachers

II. Product Overview: Course ComponentsLearning Materials

Content DeliverablesLearning Tools

Application Deliverables

III. Professional Development

I . Introduction to the Pearson Common Core

System of Courses

The Common Core System of Courses differs from any curriculum you'veever seen.

Deliberately designed to marry the promise of technology and the aims of the

Common Core State Standards, the Pearson Common Core System ofCourses provides a completely new curriculum, written as an integratedwhole to make best use of technology, but based first on a deep knowledgeof the Common Core State Standards.

The Pearson Common Core System of Courses supports student learning,

motivation and engagement, and classroom management-all by integrating:

• A coherent curriculum in ELA, K-12, and in Mathematics, K-l l ,

with course objectives and outcomes that closely mirror the verticalprogression of the Common Core State Standards.

• Effective and engaging teaching, based on years of research onhow people learn. This teaching happens within a classroom designthat leverages the social collaboration of learning and that pushesstudents to increasingly take responsibility for their own learning.

More than Aligned. Different by design.

1

Contract# 1400028



PEARSON ALWAYS LEARNINC,


• A unique digital design created expressly to make use of the

Apple iPad. This unique design optimizes instructional delivery,encourages student engagement, and furthers the social, collaborativenature of learning. Specifically, the learning environment supports the

academic behaviors explicit in both the ELA and Mathematicsstandards; motivates students who will find the program's tools,

animations and simulations engaging and fun; and makes it possible to

personalize tasks to meet individual student needs and to motivate

students to take more responsibility for their own learning.

Pearson's Common Core System of Courses is purposefully designed to

provide a complete curriculum across 145-150 days at each grade level. Thisscope leaves time for teachers to add learning activities, projects, readingsand other elements of instruction that they will want to use with their

students, based on their own professional experience.

• The Common Core System of Courses for Mathematics forgrades K-8 is made up of nine complete year-long courses, each of

which in turn comprises 145 lessons each fo r grades K, 1 and 2; and150 lessons each for grades 3 through 8. High school courses includetwo separate courses each for grades 9 through 11 (both traditionalcourses and integrated mathematics, as defined by the Common CoreState Standards).

• The Common Core System of Courses for English Language Arts

for grades K through 12 , is made up of 13 complete year-longcourses, which comprise 145 lessons each fo r grades K, 1, and 2; and150 lessons each for grades 3 through 12. Courses are organized into

units and include assessments and rubrics.

The Common Core System of Courses for Students

The Pearson Common Core System of Courses make it possible fo r studentsto develop and understand for themselves many of the key learningbehaviors they'll need to meet the new Common Core State Standards. Eachalso provides a full suite of hands-on, digital learning materials specifically

designed to engage students and teachers.

Throughout, students are encouraged to develop key academic behaviors,particularly the ability to work independently; to take responsibility for their

own learning; to persevere in mastering new concepts and ideas; and toconsistently revise work to a higher standard of performance.

The Common Core System of Courses helps students to acquire thesebehaviors by:

.More than Aligned. Different by design.2

Contract# 1400028



PEARSON ALWAY) Ll :AI{NINC


• Promoting dynamic collaboration and interaction among student

groups and student pairs within a larger classroom "learningcommunity."

• Providing digital tools that make it easy for students to collaborate andto provide feedback among small working groups, partners,collaborative teams, and among members of the whole class.

• Requiring academic discourse in both ELA and Mathematics in supportof the Common Core State Standards speaking and listening anchorstandards by consistently creating opportunities for students to

improve their presenting, reasoning, and justifying skills.

• Leveraging a course structure that requires increasing studentresponsibility and independence in tackling and completing rigoroustasks within and across units.

Importantly, these key design components are deliberately embedded within

and across the collection of learning materials within the Pearson CommonCore System of Courses. In fact, as part of becoming college and careerready in a structured and rigorous, integrated environment, students willroutinely:

• Use the device fo r reading, writing, solving problems andcommunicating with teachers and each other

• Analyze text and video of particular events or themes as part of

writing formal argumentation

• Analyze the purpose of information presented in diverse media andformats and evaluate motives behind its presentation

• Integrate multimedia and visual displays into shorter presentations to

clarify information, strengthen claims and evidence, and add interest

• Create multimedia presentations, short and longer videos ("movies")

as work products

As students create multimedia works, share their achievements and opinionsthrough social networks, and play engaging games, they learn Common CoreState Standards content and behaviors.

Students will also develop academic behaviors and 21st century skills bytaking part-together with other students-in a variety of project-basedlearning activities designed expressly to meet the needs of the Common CoreState Standards. Project-based learning puts students at the center of their

own learning as they progress from planning, to execution, to final projectcreation. This hands-on, student-centered approach to problem-solving andcritical thinking encourages students to pursue their own interests, and at

the same time, helps them acquire essential skills that emphasize creativity,collaborative problem-solving, and the utilization of digital media to helpcomplete challenging tasks.

More than Aligned. Different by design.3

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PEARSON ALWAYS LlAKNING


The Pearson Common Core System of Courses also has a significant amount

of project-based learning in both English Language Arts and Mathematics.The approach to projects in the Pearson Common Core System of Courses

utilizes the best practices and learning principles established by thePartnership for 21st Century Skills. These relevant, rigorous project-basedactivities help guide students to develop the motivation, knowledge and skillsthey need to succeed. They support content knowledge, planning, andpersevering through a long-term process; and help students recognize,develop, and apply the planning, team-work, communication, andpresentation skills they will make use of while presenting a final product.These abilities will help pave the way for career and college readiness andsuccess in their future work.

The Common Core System of Courses for Teachers

For teachers, the Pearson Common Core System of Courses similarly makesuse of technology to help develop key skills. The Pearson Common CoreSystem of Courses embeds in-line teaching supports directly within the

teacher's version of student materials. Teachers can access these supportseach time they encounter one of the repeated classroom instructionalroutines that serve as "building blocks" for student achievement.

The Pearson Common Core System of Courses helps teachers to improvetheir classroom practice by:

• Incorporating easy-to-employ unit and lesson designs that foster aclassroom "learning community" based on teacher-student andstudent-student collaboration.

• Offering in-line teacher supports that make it easy to presentunfamiliar learning content or learning concepts to the whole class.(e.g., annotations to complex texts used for common readings)

• Providing digital tools for grouping students and for delivering smallgroup instruction or conferences based on prior performance.

• Presenting specific scaffolds for students needing more support withthe core content by means of a set of digitally delivered questions,prompts, and cues designed to gUide, but not direct, students withtheir work.

• Establishing clear opportunities to extend and deepen learning for

students who demonstrate proficiency.• Supporting this collection of in-class support with extended digital

professional development through notes, videos and a teachercommunity portal.


Contract# 1400028



PEARSON A LWAY S L l: A R N I N (J


I I . Product Overview: Course Components

Very broadly, the Pearson Common Core System of Courses is comprised of

two general sets of course components:

• Learning materials, which include the full set of lesson and unit

materials that engage students and support teachers during aparticular school year-the text, images, videos, animations andsimilar components that prescribe what teachers teach and studentslearn; and

• Learning tools, which, presented in conjunction with the System'slearning materials, guide specific learning actions and behaviors that

help establish in students the rituals and routines that ensure masteryand achievement-that tools and unique product features that shapehow teachers teach and students learn.

Product delivery to Apple and to LAUSD presumes three successive phases,to commence August 2013 and to conclude approximately one year later.The aim is to provide to LAUSD during this period exactly the learningmaterials and tools they need to introduce most effectively the Common CoreSystem of Courses to the district's teachers and students.


5

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PEARSON ALWAYS LEARNING


As specified by the district:

• Phase One begins with the introduction of Apple iPads and the

Common Core System of Courses to 30,000 students for up to 47LAUSD schools. In conjunction, Pearson will provide direct training-on

both the Common Core State Standards and the Common CoreSystem of Courses-to up to 1500 principals and teachers beginningthis August. Pearson, LAUSD, and Apple will work together to utilize acommon Professional Development delivery and scheduling Platformtoolset. This will provide LAUSD with a single, unified source of

professional development content.

During this phase an initial library of units-specifically units withlessons that correspond to the first semester's instructional aims inmath and ELA-will be provided to principals, teachers, and studentsfrom these schools, with the aim of introducing the most essentiallearning materials and tools to an initial cohort that will help establish

success and inform the mechanics of a broader rollout early in the newyear.

• Phase Two, to begin approximately January 1, 2014, will extend thiseffort to an additional 300,000 students and their teachers-330,OOOin total.

During this phase, the library of math and ELA units will expandconsiderably to include key learning materials that address the secondsemester's instructional aims and additional learning tool functionalitywill be added to support these materials. In addition, the district willalso receive additional professional development services to supportthe new teachers and schools served by this phase.

• Phase Three, which begins August, 2014, will extend this effort againto an additional 300,000 students and their teachers-630,OOOstudents in all.

During this phase, the full complement of Common Core System of

Courses learning materials and tools will be provided to Apple and to

LAUSD, together with the attendant professional development servicesto support the district in this complete implementation.

The Pearson Common Core System of Courses is designed to be used ineducational environments in which there is Internet connectivity, whether inthe school or at home, but will allow for use in an "offline" mode. Use of the

system of courses in an "offline" mode will allow users to locally utilize,substantially, all of the core functionality of the application (with theexception of social and sharing features that require connectivity). Sufficientcontent will reside on the device-where previously loaded by the user

along with the functionality to interact with the content. Additional contentcan be downloaded either via the Internet or via cached content residing on


Contract# 1400028



PEARSON ALWAYS U:ARNINC,


local appliances from within the LAUSD local infrastructure (available in

Phase Two or Phase Three). Pearson will work collaboratively with Apple andLAUSD to enable offline access and management of content through thethree phases of the Common Core project.

Learning Materials

The Common Core System of Courses in Mathematics

The Pearson Common Core System of Courses for Mathematics is made up of

nine complete year-long courses, each of which in turn comprises 145lessons each fo r grades K, 1 and 2; and 150 lessons each fo r grades 3through 8. High school courses include two separate courses each for grades

9 through 11 (as defined by the Common Core State Standards). Eachcourse fosters the development of students' abilities in the mathematicalskills and concepts they need both to achieve college- and career-readinessand to develop mathematical practices that will help ensure students' successacross all areas of mathematics.

Within each course, each unit is not just a rework of previous material, but

one that is specifically designed to achieve the rigorous and singular goalsset out by the Common Core State Standards. Each unit provides multipleopportunities for students to develop the skills outlined in the Common CoreState Standards fo r Mathematics. In each grade, the mathematics curriculumis presented as a comprehensive series of units that span 150 days-enough

time to allow teachers to extend areas of study in which their students arehaving difficulty.

The System of Courses provides three main unit types:

• "Concept units," which develop a deep understanding of mathematicalconcepts.

• "Putting Math to Work" units, which give students opportunities toapply the concepts and skills they have learned.

• Modeling units, which integrate previously-learned concepts throughproblem solving and modeling.

The System of Courses also includes "Project" units in which students applythe concepts they have learned by completing short projects of their ownchoosing


Contract# 1400028





Each unit makes it possible for teachers to:

• Build student proficiency with adaptive reasoning and proceduralfluency-both through instruction within the units and through thesupport of a Proficiency Game System that provides challenging andengaging games that target the content of the unit.

• Support students' conceptual development by providing them withadditional information about the concepts in the units through aresource called the Concept Corner.

• Facilitate internal ization of the Common Core State Standards for

Mathematical Practices by:

• Modeling the eight mathematical practices for studentsthrough video and scripts;

• Creating a support ive environment that fosterscollaboration, questioning, and investigation and that

allows students to routinely demonstrate themathematical practices;

• Expanding differentiat ion strategies and facilitating theacquisition of academic language in the teaching andlearning of mathematics.

• Scaffold instruction to support all learners by providing targeted hintsand Concept Corner material for English language learners and

students with special needs.

• Make use of technology in ways that enhance students' learningexperiences and provide efficient avenues of teacher facilitation.

The Pearson Common Core System of Courses for Mathematics provides aninnovative and engaging curriculum that will help students achieve the goalsof the Common Core State Standards for Mathematics. The System of

Courses provides flexibility in presentation of materials, tools for assessmentof skills and knowledge, and technology-supported lessons and componentsthat facilitate student engagement. While challenging students to reach the

higher standards incorporated in the Common Core State Standards, the

courses are easily adaptable for students at all levels.

The Common Core System of Courses in English Language Arts


8

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PEARSON ALWAYS LtARNINC,


The Common Core System of Courses for English Language Arts is made upof 13 complete year-long courses, which comprise 145 lessons each for

grades K, 1, and 2; and 150 lessons each for grades 3 through 12. Coursesare organized into units and include assessments and rubrics. Each course

fosters the development of students' abilities as critical readers and effectivewriters and speakers, and to increase students' knowledge of literature andnarrative, informational, and argument genres.

Each unit in Grades K through 12 provides multiple opportunities for students

to develop the skills outlined in the Common Core State Standards for

English Language Arts in reading, writing, speaking and listening, andlanguage. The presentation of program materials integrates the curriculum

with the best of today's technology, enhancing students' learning experiencesand providing a motivating environment that bridges the gap between the

classroom and students' world outside of school.

Reading

The focus of instruction in reading is on close reading of the text,

through which students understand the ideas, events, characters, andarguments in the text. Students develop a repertoire of strategies for

reading and understanding complex texts. They learn to identify

markers of form and genre and use this information to interpret the

texts they read and to improve the texts they write. Because readingprint text is an important component of learning to read and life-longreading, we will provide upon request a list of print resources neededin classrooms. These print books are not included in the bid pricing.

Writing

The focus of instruction in writing is on shaping writing for audienceand purpose and on using knowledge of genres and techniques of

craft. Students also write to learn. They take notes, engage inreflective writing, summarize ideas, and record their thoughts andimpressions. They share their notes with other students as a rehearsalfor whole-group conversations and as a component of group projects.They practice the habits of writers, collecting ideas, taking notesduring reading and discussions, and annotating texts for further

reference.

Speaking and ListeningThe focus of instruction in speaking and listening is on participating

effectively in discussions (one-on-one, group, and teacher-led) withdiverse partners about substantive topics, and on presentinginformation effectively. Students make strategic use of digital media inpresentations and learn to adapt their speech to a variety of contexts

and tasks.


Contract# 1400028



PEARSON AL WAY S LEA RNI N ()


Language

Content-specific vocabulary related to the unit topics is introducedearly in each unit and revisited as the unit progresses. Development of

vocabulary is further supported through various online tools. Similarly,attention to language is embedded throughout the units, as studentsreceive feedback on their writing and speaking from their teachers andpeers, and as students analyze the language of the texts they read.

The System of Courses for each of the grades from 3 through 12 is organizedinto a series of approximately five to six units. In addition, a project unit

takes place over the course of the entire year and often reaches beyond thewalls of the classroom.

The first unit takes approximately four weeks of instructional time-three

weeks fo r setting classroom expectations and procedures at the beginning of

the year, and a week for reflection and publishing a portfolio at the end of

the year. This unit establishes a structure of instruction that includes wholeclass instruction, small-group collaboration and teamwork, formative

assessment, independent work, and reflection.

Each unit has a weekly schedule-one written for students and a parallelplanning schedule for teachers-that provides a guide to daily and weeklyactivities and can be accessed electronically.

Each unit in the System of Courses integrates the language arts-reading,

writing, speaking, listening, and building verbal skills and knowledge. Eachunit incorporates whole-class, procedural, and individual student goals:

• Content goals (knowledge of literature and topics from informational

text)

• Standards-based goals (derived from the end-of-year Common CoreState Standards)

• Indiv idual learning goals (an assessment is used to determine readinglevel; on-demand short pieces of writing from each student scoredwith a rubric derived from the Common Core State Standardsdetermine writing proficiency; assessment components of the programsupport ongoing assessment to determine and track accomplishmentof individual learning goals)

• Procedural goals (the daily rituals and routines of the classroom, andongoing self-monitor ing of accomplishment that informs student

teacher conferences)

In addition, each unit focuses on developing skills and knowledge, reinforcingpreviously learned skills and providing opportunities for practice.


Contract# 1400028





• Lessons within each unit and across units focus on specific skillsrelated to reading, writing, speaking and listening, and languageproficiency.

• Lessons within each unit and across units focus on specific knowledge

related to literary and informational or historical texts and contexts.• Students are expected to apply what they learned in the lessons in

order to comprehend more challenging texts, buildliterary/historical/topical knowledge, and develop more polishedwriting (including appropriate vocabulary and complex sentencestructures).

Features of each unit that support opportunities for student learning include:

• Independent reading

• Partner reading

• Whole-class instruction (for reading: core text with modeling and

probing questions by the teacher; for literary/historical knowledge:core literary and informational texts plus contextual materialspresented and discussed by the teacher and students; for

writing/language: lessons on text features and structure, vocabulary,and language)

• Small-group discussions (both in class and electronically)

• Guided reading (with teacher and in small groups)

• Writing/editing tools

• Response groups (in class and electronical ly)

• Teacher-student reading conferences

• Teacher-student writing conferences

• Proficiency games• Digital, interactive learning activit ies

• A "More-to-explore" curated set of resources

The Pearson Common Core System of Courses for English Language Artsprovides an innovative and engaging curriculum that will help studentsachieve the goals of the Common Core State Standards for ELA. The Systemof Courses provides flexibility in presentation of materials, tools for

assessment of skills and knowledge, and technology-supported lessons andcomponents that facilitate student engagement. While challenging studentsto reach the higher standards incorporated in the Common Core StateStandards, the courses are easily adaptable for students at all levels.

The Common Core System of Courses in LAUSD

To ensure a rollout that best meets the District's needs, the exact library of

units and lessons for each mathematics course to be delivered during Phase


Contract# 1400028



PEARSON ALWAY', L ~ A K N I N ( ) Agreement#CP20132707

One and Phase Two of the program implementation will be determined inpartnership with the District. Unless otherwise requested, all units andlessons for every mathematics course will be delivered within the CommonCore System of Courses program in Phase Three.

CONTENT DELIVERABLES

The tables below titled "LAUSD Course and Content Implementation Matrix",

Phases 1-3, outline the learning materials to be provided in conjunction witheach phase. Though this listing provides the best articulation of learningmaterial deliverables to date, we expect that the district may requestmodifications to Phase Two's deliverables. We also expect to be ready andeager to accommodate these requests, and will modify the delivery matrix

accordingly

LAUSD Course and Content Implementation Matrix, Phase One

In Phase One, Pearson will provide selected lessons (1-5) from the followingunits as part of its Common Core System of Courses:

-;J\1J'atliimEitt,es ';:' ,.:" "': :ISBN Grade

0133246345 K

0133246434 K

0133246523 10328760641 2

0328760684 2

0328760773 30328760838 3

0328760900 4

03287610445

328761206 6

0328761214 6

328761346 7

0328761427 8

- , ." "

. "

Title

Play with Shapes

Make or Break Apart to 20

Add,1 to 20

Add It, Up to 100

Look at Data and Graphs

Multiply by 2, 3, 4, and 5Divide

Decimal NumbersThe Decimal NumberSystem

Ratios

Rate

Zoomino in on Fioures

Analvzino Graohs

LessonsSelected lessons

Selected lessons

Selected lessons

Selected lessons

Selected lessons

Selected lessonsSelected lessons

Selected lessons

Selected lessons

Selected lessons

Selected lessons

Selected lessons

Selected lessons

>

ISBN

9780133245257

9780133245356

9780133245493

9780133245578

.

,::En ifts'ti tangua§'C!:irfs ' "'

Grade

K.1

1.1

2.6

3.6

, , >l '« ,

.Title

Rhythm and Rhyme

Read, Write, Learn

Folktales

Proiect: CHANGE!

LessonsSelected lessons

Selected lessons

Selected lessons

Selected lessons


Contract# 1400028



PEARSON ALWAYS LtARNINC)


9780133245608 4.2 Signs and Symbols Selected lessons

9780133245684 5.3 Doing the Right Thing Selected lessons

9780133245738 6.2 Smart. Smarter. Smartest! Selected lessons

9780133245820 7.4 Call to Action Selected lessons

9780133245882 8.3 Order in the Court Selected lessons9780133245943 9.2 Youth Selected lessons

9780133246049 10.5 Project: What's for Dinner? Selected lessons

9780133246087 11.2 The American Short Story Selected lessons

9780133246162 12.2 Satire and Wit Selected lessons

LAUSD Course and Content Implementation Matrix, Phase Two

In Phase Two--in addition to al l of th e lessons delivered in Phase One-

Pearson will provide th e following units as part of i ts Common Core System

of Courses:

,f!1I,atluutiat4lts:', 1:. ~ ~ ' ; .;" , ~ ~ ~ ~ ~ 1 ; ~ ' 1 : : : ~ < ~ , : " ' " " > '

,. ,

ISBN Grade Title LessonsFull Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

Full Unit

013324640X K

K

K

K

K

K

1

1

1

1

1

2

2

2

2

2

2

3

3

3

33

3

4

4

4

Build with Shapes

0133246426 Learn Numbers to 20

0133246434 Make or Take Apart to 20

133246442 Measure It!

0133246450 Learn Numbers to 100

0133246477 Add or Subtract It!

0133246566 Explore 3-D Shapes

0133246574 Write More Math Stories

0133246620 Make a Picture Book

0133246590 Dive into Data0133246604 Explore 20 and Beyond

0328760676 Solve the StOry

0328760684 Look at Data and Graphs

0328760692 Solve Two-Step Math Stories

0328760730 Take a Journey

0328760706 Explore 100 and Beyond

0328760714 Add and Subtract Beyond100

0328760838 Divide Full Unit

Full Unit

Full Unit

Full UnitFull Unit

Full Unit

Full Unit

Full Unit

Full Unit

0328760854 Understand Fractions

032876082X Measure the Area

328760811 Represent and Interpret Data0328760846 Measure Volume and WeiQht

0328760862 Find the Unknown Number

328760978 Factors and Multiples

0328760943 Fractions

0328760927 Measurement


Contract# 1400028



PEARSON ALWAY) LlARNINC,


032876096X 4 Lines and AnQles Full Unit

0328760935 4 Number and Shape Patterns Full Unit

328761087 5 Classify 2-D Figures Full Unit

0328761117 5 Multiply Fractions Full Unit

03287611095 Divide Fractions Full

Unit

328761060 5 The Coordinate Plane Full Unit

0328761125 5 Units and Volume Full Unit

0328761230 6 Equations and Inequalities Full Unit

0328761214 6 Rate Full Unit

328761249 6 Putting Math to Work Full Unit

328761257 6 Distributions and Variability Full Unit

0328761265 6 Surface Area and Volume Full Unit

328761346 7 Zoomir1!:1 in on FiQures Full Unit

0328761354 7 AIQebraic ReasoninQ Full Unit

328761362 7 Samples and Probability Full Unit


032876146X 8 Linear Equations Full Unit

0328761478 8 Triangles and Beyond Full Unit

328761486 8 Functions Full Unit

0328761494 8 Bivariate Data Full Unit


NOTE: Based on a review of these units against the scope and sequencerequired by LAUSD, selected units may be swapped for others in the samegrade level.

..~ 1 1 t l J f i s h toanguage Arts ,

,

ISBN Grade Title Lessons

9780133245257 Full Unit

9780133245271Rhythm and Rhyme.1

Full Unit

9780133245301

Family Stories.2

Full Unit

9780133245318

K.5 Bugs!

Full Unit

9780133245356

K.6 Tell Me a Tale

Full Unit

9780133245363

1.1 Read, Write, Learn

Full Unit

9780133245370

1.2 Best Friends

Full Unit

9780133245417

1.3 What is it?

Full Unit

9780133245448

1.7 Animal Tales

Full Unit

9780133245455

2.1 Power Readers!

Full Unit

9780133245493

2.2 What a Character!

Full Unit

9780133245509

Folktales.6

Full Unit

9780133245523

2.7 Familv Histories

Full Unit9780133245554

Community and Culture.1Full Unit

9780133245578

3.4 Animal Stories

Full Unit

9780133269314

Project: CHANGE!.6

Full Unit

9780133245585

Animal Adaptations.AA

Full Unit

9780133245608

Ideas!.1

Full Unitigns and Symbols.2


Contract# 1400028



PEARSON ALWAYS U:ARNIN(J


9780133245639 4.5 Ideas and Inventions Full Unit

9780133269338 4.AA Makino a Difference Full Unit

9780133245653 5.1 Pets and Owners Full Unit

9780133245660 5.2 Grapevines and Networks Full Unit

97801332456845.3 Doino the Right Thino

Full Unit

9780133245721 6.1A Long Time Ago in theFuture

Full Unit

9780133245738 6.2 Smart. Smarter. Smartest! Full Unit

9780133269376 6.3 Fantasy and Reality Ful l Unit

9780133245790 7.1 You, Me, and Us Full Unit

9780133245813 7.3 Of Speech and Silence Full Unit

9780133245820 7.4 Call to Action Full Unit

9780133245868 8.1 Differing Perspectives Full Unit

9780133245875 8.2 Witch Hunts: Then and Now Full Unit

9780133245882 8.3 Order in the Court Full Unit

9780133245943 9.2 Youth Full Unit

9780133245950 9.3 Resilience Full Unit

9780133245967 9.4 Family Full Unit

9780133246025 10.3 Creative Nonfiction Full Unit

9780133246032 10.4 The Nature of Knowledoe Full Unit

9780133246049 10.5 Proiect: What's for Dinner? Full Unit

9780133246070 11.1 American Dreamers Full Unit

9780133246100 11.3 The American MvtholooY Full Unit

9780133246124 11.5 Proiect: Growino Up Digital Full Unit

9780133246155 12.1 Thinos Fall Apart Full Unit

9780133246162 12.2 Satire and Wit Full Unit

9780133246193 12.4 Global Issues Full Unit

LAUSD Course and Content Implementation Matrix, Phase Three

In Phase Three--in addition to all of the lessons delivered in Phase One andPhase Two--Pearson will provide the following units as part of its CommonCore System of Courses:

, ) 'd o ' ,..Ma Ji\en,ititsISBN

'd

0133246485

0133246345

0133246353

0133246361

013324637X0133246388

0133246396

013324640X

0133246426

0133246434

Grade

K

K

K

K

KK

K

K

K

K

Title Lessons

Ready, Set, Go! Full Unit

Play with Shapes Full Unit

Learn Numbers 1 to 10 Full Unit

Make It or Take It Apart! Full Unit

Make Shapes Full UnitAdd It! Full Unit

Subtract It! Full Unit

Build with Shapes Full Unit

Learn Numbers to 20 Full Unit

Make or Take Apart to 20 Full Unit


Contract# 1400028



PEARSON ALWAYS LI:AR-NINe)


133246442 K Measure It! Full Unit

0133246450 K Learn Numbers to 100 Full Unit

0133246477 K Add or Subtract It! Full Unit

0133246639 1 Ready, Set, Go! Full Unit

0133246507 1 Add or Subtract Full Unit0133246515 1 Explore 2-D Shapes Full Unit

0133246523 1 Add,1 to 20 Full Unit

0133246531 1 Subtract, 1 to 20 Full Unit

013324654X 1 Measure Time and Length Full Unit

0133246558 1 Write Math Stories Full Unit

0133246566 1 Explore 3-D Shapes Full Unit

0133246574 1 Write More Math Stories Full Unit

0133246620 1 Make a Picture Book Full Unit

0133246590 1 Dive into Data Full Unit

0133246604 1 Explore 20 and Beyond Full Unit


0133246647 2 Tell Time Full Unit

0133246655 2 Add with Eaual Groups Full Unit

0133246671 2 Measure It! Full Unit

0328760641 2 Add It, Up to 100 Full Unit

032876065X 2 Subtract It, Up to 100 Full Unit

328760668 2 Explore Figures Full Unit

0328760676 2 Solve the Story Full Unit

0328760684 2 Look at Data and Graphs Full Unit

0328760692

2Solve Two-Step MathStories

Full Unit

0328760730 2 Take a Journey Full Unit

0328760706 2 Explore 100 and Beyond Full Unit

0328760714

2

Add and Subtract Beyond

100

Full Unit

0328760889 3 Readv, Set, Go! Full Unit

0328760757 3 Tell the Exact Time Full Unit

0328760765 3 Understand Numbers Full Unit

0328760773 3 Multiply by 2, 3, 4, and 5 Full Unit

0328760781 3 Explore 2-D Figures Full Unit

032876079X 3 Multiply by 6, 7, 8, and 9 Full Unit

0328760803 3 Master Multiplication to 10! Full Unit

0328760838 3 Divide Full Unit

0328760854 3 Understand Fractions Full Unit

032876082X 3 Measure the Area Full Unit

328760811

3

Represent and InterpretData

Full Unit

0328760846

3Measure Volume andWeight

Full Unit

0328760862 3 Find the Unknown Number Full Unit


0328760897 4 The Structure of Numbers Full Unit

0328760900 4 Decimal Numbers Full Unit


16

Contract# 1400028





328760919 4 Multiply Whole Numbers Full Unit

0328760951 4 Divide Whole Numbers Full Unit

328760978 4 Factors and Multiples Full Unit

0328760943 4 Fractions Full Unit

0328760927 4 Measurement Full Unit032876096X 4 Lines and Angles Full Unit

03287609354

Number and ShapePatterns

Full Unit


329761036 5 Multiplication and Division Full Unit

03287610445

The Decimal NumberSystem

Full Unit

0328761052 5 Add and Subtract Full Unit

03287610795

Multiply and DivideDecimals

Full Unit

0328761095 5 More Decimal Calculations Full Unit

328761087 5 · Classify 2-D Figures Full Unit

0328761117 5 Multiply Fractions Full Unit0328761109 5 Divide Fractions Full Unit

328761060 5 The Coordinate Plane Full Unit

0328761125 5 Units and Volume Full Unit

0328761303 6 Gettino Started Full Unit

0328761184 6 Rational Numbers Full Unit

0328761192 6 Fractions and Decimals Full Unit

328761206 6 Ratios Full Unit

0328761222 6 Expressions Full Unit

0328761230 6 Equations and Inequalities Full Unit

0328761214 6 Rate Full Unit

328761249 6 Puttino Math to Work Full Unit

3287612576

Distributions and Variability Full Unit

0328761265 6 Surface Area and Volume Full Unit

0328761419 7 Getting Started Full Unit

03287613117

Working with Rational

NumbersFull Unit

032876132X 7 Proportional Relationships Full Unit

0328761338 7 Constructions and Angles Full Unit

328761346 7 Zooming in on Figures Full Unit

0328761354 7 Aloebraic Reasoning Full Unit

328761362 7 Samples and Probability Full Unit

328761370 7 Puttino Math to Work Full Unit

0328761532 8 GettinQ Started Full Unit

0328761427 8 Analyzino Graphs Full Unit

0328761435 8 Roots and Exponents Full Unit

0328761443 8 Transformations Full Unit

328761451 8 Linear Relationships Full Unit

032876146X 8 Linear Equations Full Unit

0328761478 8 Trianoles and Beyond Full Unit

328761486 8 Functions Full Unit


Contract# 1400028





0328761494 Bivariate Data I Full Unit

0328761508 Putting Math to Work I Full Unit

9th Grade

9780328761654

8

Introduction Full Unit.1

9780328761548 Full Unit.1 Modelino With Functions

9780328761555 Full Unit.2 Linear FunctionsLinear Equations and780328761562

Full UnitA.3 Inequalities

9780328761609 Full Unit.1 Modelino: Traffic

9780328761579 Full Unitorkino With Expressions.4

9780328761623 Full Unitinear Functions Proiect.1

9780328761586 Full Unit.5 Quadratic Functions

9780328761593 Full Unit.6 Quadratic Equations

9780328761616 Full Unitodeling: Name Pending.2Categorical and Quantitative780328761647

Full Unit

5.1 Data9780328761630 Full Unit

10th Grade

9780328761678

Statistics Research Project.2

Geometric Relationships andFull Unit

Properties.3

9780328761685 Full Unitimilaritv.4

9780328761739 Full Unitodeling: Name Pending.3

9780328761753 Full Unitransformation Project.3

9780328761692 Full Unitoordinate Geometry.5

9780328761708 Full Unitircles and Conics.6Similarity, Right Triangles, and780328761715 Full Unit

Trigonometry.7Geometric Measurement and780328761722 Full UnitDimensions.8

Full Unit780328761746 M.4 Modelino: Name Pendino

Full Unit

11th Grade

9780328761883

9780328761760 P.4 Conics and Volume Proiect

Full Unitntroduction.3

Full Unit780328761845 Exponential Functions.7

Full Unit780328761852 Trigonometric Functions.8

Full Unit780328761869 Functions.9

Full Unit780328761807 Modeling: Name Pendino.5

Full Unit780328761821 Functions Proiect.5Polynomials and Rational780328761876 Full UnitExpressions.10

Full Unit780328761784 Probabilitv.1Full Unit780328761791 Statistics: Random Processes.2

Full Unitodelino: Name Pending780328761814 M.6


Contract# 1400028





1L-9_7_8_0_3_2_8_7_6_18_3_8_--'--------'P--',..:;.6_' Survey Project I Full Unit

, ~ j j . 4 ? I" ' - " ' ", ' E n g " s " ; l _ g i u ~ i e ' ~ ~ t s ,

,ISBN Grade Title Lessons

Full Unit

9780133245271

9780133245257 K.1 Rhvthm and Rhyme

Full Unit

9780133245288

K.2 Family Stories

K.3 What's the Weather? Ful l Unit

9780133245295 K.4 Meet the Author Full Unit

9780133245301 Full Unit

9780133245318

K.5 Buas!

Full Unit

9780133245325

Tell Me a Tale.6

Full Unit

9780133245332

K.7 Communities

Baby Animals Full Unit

9780133245356

K.8

Full Unit

9780133245363

1.1 Read, Write, Learn

Full Unit

9780133245370

Best Friends.2

Full Unit

9780133245387

What is it?.3

Full Unit

9780133245394

All About Animals.4

Full Unit

9780133245400

Meet the Author.5

Full Unit

9780133245417

1.6 Fame!

Full Unit

9780133245431

1.7 Animal Tales

Full Unit

9780133245448

1.8 It's Sorina!

Full Unit

9780133245455

2.1 Power Readers!

Full Unit

9780133245462

2.2 What a Character!

Full Unit

9780133245479

2.3 LiYinQ or Extinct?

Full Unit

9780133245486

2.4 Meet the Author

Full Unit

9780133245493

2.5 Inventors and Inventions

Full Unit

9780133245509

2.6 Folktales

Full Unit

9780133245516

Familv Histories.7

Full Unit

9780133245523

It's Almost Summer!.8

Full Unit

9780133245530

Community and Culture.1

Full Unit

9780133245547

Leadershio and Communitv.2

Full Unit

9780133245554

3.3 Tellina Our Stories

Full Unit

9780133245561

Animal Stories.4

Full Unit

9780133245578

Finding Your Voice.5

Full Unit

9780133269314

3.6 Proiect: CHANGE!

Full Unit

9780133269321

3.AA Animal Adaptations

Full Unit

Assessment Gr3 Unit C Smarter

3.AB Healthy Choices

Full UnitBalance

9780133245585

3.AC780133280883

Full Unit

9780133245608

4.1 Ideas!

Full Unit

9780133245615SiQns and Symbols.2

Full Unit

9780133245622

Creative Storvtellina.3

Full Unit

9780133245639

Are Animals Creative?.4

Full Unit

9780133245646

Ideas and Inventions.5

Full Unit

9780133269338

Proiect: Creative Juices.6

Full Unitakina a Difference.AA


Contract# 1400028





9780133269345 4.AB Who Cares About Rainforests? Full Unit

9780133280906 4.ACAssessment Gr4 Unit C SmarterBalance

Full Unit

9780133245653 5.1 Pets and Owners Full Unit

9780133245660 5.2 Grapevines and Networks Full Unit

9780133245684 5.3 Doing the Right Thing Ful l Unit

9780133245691 5.4 Our Ecosystem: Earth Full Unit

9780133245707 5.5 Who Dunnit? Full Unit

9780133245714 5.6 Proiect: Connections Full Unit

9780133269369 5.M Immigration Full Unit

9780133269376 5.AB Is It a Zoo at the Zoo? Full Unit


Full Unit

9780133245721 6.1 A Long Time Ago in the Future Full Unit

9780133245738 6.2 Smart. Smarter. Smartest! Full Unit

9780133269376 6.3 Fantasy and Reality Full Unit

9780133245769 6.4 Myths--Old and New Full Unit

9780133245776 6.5 Project: The New Kid Full Unit9780133245783 6.M Do Cents Make Sense? Full Unit

9780133269383 6.AB Are You Wide Awake? Full Unit


Full Unit

9780133245790 7.1 You, Me, and Us Full Unit

9780133245806 7.2 Where Does Courage Come From? Full Unit

9780133245813 7.3 Of Speech and Silence Full Unit

9780133245820 7.4 Call to Action Full Unit

9780133245844 7.5 Project: I want Change Full Unit

9780133245851 7.M Everest Conquered Full Unit

9780133269390 7.AB Fact or Fiction? Full Unit

9780133280937 7.AC Assessment Gr7 Unit C SmarterBalance Full Unit

9780133245868 8.1 Differing Perspectives Full Unit

9780133245875 8.2 Witch Hunts: Then and Now Full Unit

9780133245882 8.3 Order in the Court Full Unit

9780133245899 8.4 Globalism Full Unit

9780133245905 8.5 Stories We Tell Full Unit

9780133245929 8.M Point of View Full Unit

9780133269406 8.AB Visual Argument Full Unit


Full Unit

9780133245936 9.1 Fitting in/Standing Out Full Unit

9780133245943 9.2 Youth Full Unit

9780133245950 9.3 Resilience Full Unit

9780133245967 9.4 Family Full Unit

9780133245974 9.5 Proiect: Order in the Court Full Unit

9780133245981 9.M Name that Theme Full Unit

9780133245998 9.AB Assessment Gr9 Unit B Full Unit

9780133280951 9.AC Assessment Gr9 Unit C Smarter Full Unit


Contract# 1400028



PEARSON ALWAYS L[ARNING


Balance

9780133246001 10.1 A Mirror and a Window Full Unit

9780133246018 10.2 Julius Caesar Full Unit

9780133246025 10.3 Creative Nonfiction Full Unit

9780133246032 10.4 The Nature of Knowledge Full Unit9780133246049 10.5 Project: What's for Dinner? Full Unit

9780133246056 10.M The Teenage Brain Full Unit

9780133246063 10.AB Exploring Narrative Full Unit

9780133280968 10.ACAssessment Gr10 Unit CSmarter Balance

Full Unit

9780133246070 11.1 American Dreamers Full Unit

9780133246087 11.2 The American Short Story Full Unit

9780133246100 11.3 The American Mythology Full Unit

9780133246117 11.4 The Alienated Storyteller Full Unit

9780133246124 11.5 Project: Growing Up DiQital Full Unit

9780133246131 11.M Resistant to ChanQe Full Unit

9780133246148 11.AB How to Tell a StOry Full Unit


Full Unit

9780133246155 12.1 Things Fall Apart Full Unit

9780133246162 12.2 Satire and Wit Full Unit

9780133246186 12.3 Social Class and the Law Full Unit

9780133246193 12.4 Global Issues Full Unit

9780133246209 12.5 Project: Self-Portrait Full Unit

9780133246216 12.M Satire Today Full Unit

9780133246223 12.AB Cheating Full Unit


Full Unit

More than Aligned. Different by design. 21

Contract# 1400028



PEARSON ALWAYS LEAkNINC,


Learning Tools

Student Tools

Most important among the student tools are the core applications thatmake it possible fo r teachers and students to take part in key classroom

based rituals and routines.

These applications-particularly the Student Notebook and the Annotation

Tool-enable students to work alone or in groups and to share their work

with each other and with their teachers in ways that are deliberately

prescribed by the Pearson Common Core System of Courses. All of thesestudent tools are always available to students, and throughout the courseof the school year many of the most important classroom behaviors

students need to develop and master will be instantiated within this coreset of these digital tools.

Engaging Student Resources

In addition to the student resources integrated within specificmathematics and English language arts lessons, the Pearson Common

Core System of Courses integrates additional independent libraries whoseresources have been specifically designed to engage and motivate

students.

• The Concept Corner is an essential resource that provides studentsand teachers with additional information about the critical math

concepts in the system of courses. The Concept Corner contains videosand text descriptions of key concepts, linked by standards cluster, unit

glossaries, worked examples, graphics organizers, and papers.

• The "More to Explore" set of resources in English language artssimilarly to the serves as an engaging additional resource for studentsand teachers. This library provides curated access to additionallearning materials-including grade-level texts, videos, andinteractives-that have been thematically grouped within each unit tofurther students' study of a particular subject.

Support for Differentiated Instruction

Throughout the mathematics courses, lesson and unit structures provide time

for teachers to conduct interventions for students in a number of ways. Mostlessons have challenge problems for students to work on. Students not readyfor these problems can instead spend time working with their teacher on the

regular Work Time problems. In addition, each Concept Unit includes a series


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of Gallery lessons in which students work independently on one or two

problems from a pool of diverse problems.

In English language arts, each unit incorporates opportunities fo r

personalized and differentiated student instruction. Every lesson, regardlessof content or tier of instruction, includes focused teaching-teaching that isdirected to one student or a small group of students and is shaped by theteacher's ongoing assessment of the students' needs. Time is incorporatedinto the daily structure for focused teaching - i t is not something "extra" that

takes away from the regular structure of the lesson. The Reading Groups arealso important vehicles for differentiation and personalization of instructions.Groups can be formed based on specific areas of weakness, and books canbe assigned that target those areas.

The Pearson Common Core System of Courses will allow teachers to offer

enrichment and remediation opportunities to students based on their needs.This includes allowing students to work above or below grade level or

accessing grade level units or lessons out of sequence. Out of sequencecontent may not be available for offline use without a content download first.

Support for Diverse Populations

The Pearson Common Core System of Courses recognizes that not allchildren learn the same way, or begin their learning with the same set of

skills and experiences. For this reason, the Common Core System of Coursesprovides specific supports for English Language Learners (ELLs), studentswith disabilities, and gifted and talented students.

Throughout each discipline, The Pearson Common CO're System of Coursesprovides deliberate scaffolding and adaptations for diverse populations in the

form of detailed notes to both teachers and students. These teaching notes

outline specific supports these students can make use of as they learn

subject content.

These supports are built directly within the routines that make up much of

the classroom instruction, and professional development for teachers is

designed expressly to help them fully understand the way the routines work,

and the ways in which the adaptations and accommodations can be used to

enhance participation and achievement students representing diversepopulations.

Assessments

Assessments within the Pearson Common Core System of Courses providetwo distinct measures of student progress towards college and career


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PEARSON ALWAYS U:ARNIN(,


readiness:

• Measures of mastery of all relevant Common Core State Standards for

a given grade level;

• Diagnostic assessments fo r formatively guiding instruction

Collectively, these two types of assessment provide a comprehensive pictureof student progress and can be used to monitor that progress dynamicallyover time.

A third measure of student progress - a year over year growth measurecomprising pre- and post-tests at each of grades 3 through 8, will beavailable beginning SY2014-2015.

APPLICATION DELIVERABLES

The tables below titled "LAUSD Implementation Functionality Matrix", Phases

1-3, outline the learning tools and capabilities to be provided in conjunctionwith each phase.

Pearson will continue to support and develop for the App running on at leastthe previous version of iDS. In addition, Pearson will ensure that the App isfully compatible with new versions of iDS before public availability, and willutilize new iDS features as applicable as they become available. This meansthe critical instructional features of the App will continue to be functional onolder versions of iDS while the App is updated and enhanced to integratenew iDS features as they become available. App functionality that isunrelated to curriculum will be supported as appropriate.

LAUSD Implementation Functionality Matrix, Phase One

Beginning August, 2013, the following learning tools and capabilities will bewill be provided as part of the Common Core System of Courses:

Secure 10Qon

Implementation of authentication against District directory

Display instructional content to students and teachers

Students can naviaate to courses and throuQh units and lessons.

Lesson content includes videos, interactives, images, and common reads in

various layouts.


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Students and teachers can access additional aligned content in the ConceptCorner (Math) and More to Explore (ElA)

Teachers can access all instructional content

Teachers can access their students and sections·

Teacher notes available for each unit, lesson and task including E l l and

special education notes.

':IOfe ~ ~ i l i e a t i o o : ' me N o t ~ o p K ' .

Users/Students can create lesson notebook pages

Notebooks support multimedia content including pictures and videos on the

iPad

Notebooks are cateoorized within units and lessons

Users/Students can draw and type in their notebook paoes

Users/Students have access to a collection of notebook paoes

Users/Students can highlight and annotate common read text in various

colors / categories

Users/Students can draw (circle words or phrases) on the common read

text or media

lnfrastructure aDd Sackend ~ l r V : i ~ e s All downloaded content can be stored locally and accessed offlineAll locally stored content will not exceed 12GB or as otherwise agreed to in

advance between lAUSD, Apple, and Pearson.

Content will be sideloaded through Apple provisioning process

Content is packaged by course to support prOVisioning by grade or grade

band

Content download process is optimized to support content updates

User data syncs to device

User data backups to iCloud

*Requires data from LAUSD

LAUSD Implementation Functionality Matrix, Phases Two and Three

At key release points between January and August, 2014, the followingadditional capabilities will be added to the product functionality alreadyprovided as part of the Common Core System of Courses:


25

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PEARSON ALWAYS l FARNINC,


Users/Students can create personal notebooks

Users/Students can add additional pages to a lesson notebookUsers/Students can to add notebook pages to a personal notebook

c11_Itl"Groyp SttaringJ,M : : : ~ ~ i , ~ ~ ~ ' l , ' ,

Users/Students shall be able to share a notebook or an object from the

lesson with the entire class or a small Qroup of students in their class

User, as a student, shall be able to submit work (notebooks)

User, as a teacher, shall be able to review/grade submitted work

Users/Students shall be able to include a message when sharing a

notebook.

Users/Students shall be able to share their version of the annotated articlewith other users

Users/Students shall be able to submit their version of the annotated article

for QradinQ/review

Student can take multiple types of assessments aligned to the pedagogical

model

Teachers and students can view near-real time assessment results

Teachers can capture observation of students

When retrieving additional content, the App will look for content available on

the local network prior to retrieving content from a remote hosted location.

I I I . Professional Development Services


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The baseline professional development services provided as part of the

Pearson Common Core System of Courses are designed to support the

changes required in teaching and learning in order to meet the demands of

the Common Core State Standards. The professional development program

emphasizes the way in which these changes to teaching and learning areembedded throughout Pearson's digital learning materials. We believeteachers in this transformation model are confronting three drivers of

change:

• The content of the Common Core State Standards• Instructional strategies required to effectively teach the Common Core

State Standards• Technology as a platform for instruction

We organize our professional development along two related categories:

• Training on the Curriculum and Core Application, which focuses on the

core application, the organization and content of each grade-level

course, embedded instructional strategies, assessments and reporting,and• Device and technical training for teachers and educators, and also

system-level support required by the District's technical team.

During Phase 1, Pearson will work in partnership with LAUSD to provideprofessional development services to support the implementation of the

"Explore" phase of implementation of the Pearson Common Core System of

Courses, as described in the proposed implementation plan (Section 12 of

the proposal).

These services will combine the following three delivery mechanisms into afull suite of offsite and onsite professional development offerings:

1. 1. Face-to-face training workshops directly delivered by certifiedPearson trainers to LAUSD teachers and administrators from the

schools implementing the "Explore" CCSOC curriculum elements.2. Online professional development programs, to include:

a. Virtual seminars, andb. Self-paced tools used by individual teachers

3. "Shoulder-to-shoulder" onsite coaching for implementation directly

delivered by expert Pearson coaches to LAUSD teachers

After the completion of each training workshop delivered by or on behalf of

Pearson to LAUSD with respect to the Common Core Content, as soon as

practicable but no more than one week, Pearson will, where requested byLAUSD, provide workshop results comprising formal agendas, participant lists,

and participant evaluations for training sessions delivered by Pearson, withaccess provided to Apple. Training sessions not delivered by Pearson arespecifically excluded from this scope


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PEARSON ALWAYS U:ARNINC


Offsite and Onsite Professional Development del ivered by Phase 1

Pearson (Days)

Core Professional Development (Face-to-Face) forTeachers

• Three (3) days outlined as a 2-1 model (two consecutivedays and one discrete day-long session consisting of

training for teachers in the curriculum and coreapplication. Each training session will have no more that

twenty-five (25) participants.

• Specifically for Phase 1 of the LAUSD project, and in lieuof the Certification (\\Train-the-Trainer) model describedin the table below, Developer agrees to provide direct

Core Professional Development for Teachers for up to

1,500 participants and up to 60 total sessions asdescribed below:

• Cohort 1: Summer/Fall SY2013-2014o Up to 30 two-day sessions to be delivered August

6-7, 2013o Up to 30 two-day sessions to be delivered August

8-9, 2013o Maximum number of participants per session is 25

Administrator Networks (Face-to-Face)

• One day of face-to-face training plus support for onlinetools (online seminars plus collaboration portal and selfpaced tools).

• Specifically for Phase 1 of the LAUSD project, and in lieuof the Certification (\\Train-the-Trainer) model describedin the table below, Developer agrees to provide direct

Administrator Networks fo r up to 100 participants in asingle session to be scheduled prior to or close to the

start of the school year.• Up to 100 participants per session (assumes two

participants per school)

Onsite Coaching/Technical Assistance

• Phase 1: Monthly l-day visits to each participating schoolwith up to 50 visits total.

• Phase 2 and beyond: Targeted assistance based on dataup to 50 schools per month (l-day visit per month) with

up to 600 visits total.

Online seminars

• 60 minutes in duration (average)• Tailored by grade-band fo r implementation support

• Offered according to a monthly schedule (multiple

opportunities monthly for individual PLCs to participate)

with up to 12 sessions for Phase 1.

5

3-1-1

1

Monthlyvisit

Monthlysession


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PEARSON ALWAYS LEAf{NINC


In addition, in Phases 2 and 3, Pearson will work with LAUSD to add a "train

the-trainer" component to the above in order to provide a repeatableimplementation model for LAUSD. Under this model, Pearson will tailor and

provide professional development "train-the-trainer" materials on both use ofthe devices and the instructional implications. Pearson will train and certifythe district's training staff and "teacher-leaders" to deliver onsite training inyear one implementation. After year one of the implementation, Pearson willfurther support district staff to expand their role as onsite coaches. In

addition to participation in certification sessions delivered by Pearson, LAUSDtrainers will receive periodic observation and mentoring from Pearsonnational staff, who themselves are experts in the Common Core StateStandards. Pearson will work with LAUSD to align the observations andmentoring with the district's three-phase strategic plan on implementing the

Common Core State Standards.

- d 0 - f· I D I Phase PhaseOffsite an nSlte Pro esslOna eve opment 2 3

del ivered by Pearson (Days) (Days)

Certification ("Train-the-Trainer"): CoreProfessionaI Development

• Focus: del ivery of core three (3) days of face-toface training plus support for online tools (onlineseminars plus collaboration portal and self-pacedtools) and delivery of one (1) day face-to-faceadministrator networks

• Cohort 1 (Trainers): Winter 2013/Spring 2014 5 5

(3-1-1) (3-1-1)

2015• Cohort 2 (Trainers): Summer 2014/Fall SY2014

Cohort Cohort

Note: Trainer Cohorts 1 and 2 occur in Phases 2 through 2 3 (December 2013 through May 2015), which constituteYears 1 and 2 of the project. For Phases 2 and 3 of the

LAUSD project, Developer agrees to provide Train-the

Trainer professional development fo r up to 5715 and amaximum, aggregate of 229 certification sessions. In

any outlying years, certification of any additional LAUSDtrainers will incur an additional cost.

Certification ("Train-the-Trainer"): Technical

Assistance• Focus: coaching for improvement of

2 2implementation based on data from the system

(1-1) (1-1)

• Cohort 1 (Trainers): Summer 2014 Cohort Cohort• Cohort 2 (Trainers): Summer 2015

1 2Up to 229 Technical Assistance certification sessions are

included in scope.1 1ertification ("Train-the-Trainer"): Updates

Cohort Cohortsollow-up


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Off -t d 0 "tSl e an nSI e P f " I D Iro esslOna eve opment Phase2 Phase3

delivered by Pearson (Days) (Days)

• Focus: Provide all updates with regard to system 1-2

and/or training materials (as agreed to betweenPearson and LAUSD and/or Apple; minimalannually through end of contract)

Up to 343 "Updates Follow Up" certification sessions areincluded in scope for Phases 2 and 3.

apple-lausd ipad contract- signed final 7/16

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