1. FY24 MEGLRS MRESA Contract

               AGREEMENT TO PROVIDE PROFESSIONAL SERVICES

This Agreement, made and entered into as of this 1st day of July 2023 (the “Agreement”), is by
and between Metropolitan Regional Education Agency, with its principal offices at 1870 Teasley
Drive, S.E., Smyrna, Georgia 30080 (“MRESA”), DeKalb County School District (“DCSD”), a
Public School District with principal offices at DeKalb County School District, 1701 Mountain
Industrial Boulevard, Stone Mountain, Georgia 30083, acting solely as the fiscal agent for the
Metro East Georgia Learning Resources System (“MEGLRS”), and MEGLRS. MRESA, DCSD,
and MEGLRS are herein referred to jointly as the “Parties,” and each individually as a “Party.”

RECITALS:

A.       The MRESA provides professional development opportunities for educators through
shared resources in the metropolitan Atlanta area.

B.       MEGLRS is a regional service provider whose service area consists of: Buford City
Schools, City Schools of Decatur, DeKalb County School District, Fulton County Schools,
Gwinnett County Schools and Rockdale County Schools.

C.        DCSD, in its sole capacity as fiscal agent for MEGLRS and in no manner on its own
behalf, desires to engage MRESA to provide school professional services for the MEGLRS service
area at the sole expense of MEGLRS, and MRESA is willing to perform such services under the
terms and conditions outlined in this Agreement.

NOW, THEREFORE, in consideration of the above promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, MRESA, DCSD,
acting solely as fiscal agent of MEGLRS, and MEGLRS agree as follows:

1.      SERVICES TO BE PROVIDED. During the Term set forth below in Section 2, on an
as needed basis, MRESA will provide MEGLRS with the following services: professional services
provided by two (2) part time New Teacher Induction Specialists, one (1) part time Project
Facilitator, and one (1) Contractor (single event) in accordance with the assurances and activities
described in the MEGLRS Grant Application.

2.     TERM. This Agreement shall commence on July 1. As required by O.C.G.A § 20-2-506,
this Agreement shall terminate absolutely and without further obligation on the part of the School
on December 31, 2023, but shall automatically renew on January 1, 2024 and terminate June 30,
2024

3.      FEES. For the Services provided pursuant to this Agreement, MEGLRS agrees to
compensate MRESA according to following schedule: MEGLRS agrees to pay for the employer
benefit expenses, including Medicare, for each eligible MRESA employee working within the
MEGLRS program. MEGLRS also agrees to pay for travel expenses incurred by the New Teacher
Induction Specialists and the Project Facilitator in an amount not to exceed $15,000 for the Term
of the Agreement. The total payment under this Agreement by MEGLRS shall not exceed
$150,000, with funds to be provided by MEGLRS from federal IDEA grant money allocated to

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MEGLRS. Beginning in September 2023, MRESA will invoice MEGLRS on a monthly basis for
professional services, Medicare expenses, and travel expenses as incurred during the Term of this
Agreement. Notwithstanding the foregoing, this Agreement is subject to the availability of grant
monies to MEGLRS from the IDEA. MRESA understands and acknowledges that the services
and other consideration contemplated in this Agreement are 100% funded by federal grants. In
the event that the source of grant monies no longer exists, then this Agreement shall terminate
immediately upon DCSD or MEGLRS giving notice of such to MRESA, without further obligation
of DCSD or MEGLRS, and MRESA shall be paid as provided herein for services rendered up to
the date of termination. Notice shall be given in accordance with Section 12.

4.       EARLY TERMINATION. If any Party shall default under this Agreement, then any
non-defaulting Party, in addition to other rights it may have, may terminate this Agreement without
penalty by first giving the defaulting Party written notice of default and providing the defaulting
Party an opportunity to cure the default as provided in this section. Termination shall be effective
if the event giving rise to the notice of default is not cured by the defaulting Party within a period
of thirty (30) days after the defaulting Party receives written notice of the default (“Effective Date
of Termination”). Termination of the Agreement, however, shall not relieve DCSD, acting solely
as fiscal agent of MEGLRS, of the obligation to pay, solely as fiscal agent for and on behalf of
MEGLRS, any fees agreed to by MEGLRS under this Agreement rendered prior to the Effective
Date of Termination, provided that any such fees agreed to by MEGLRS arise out of and are related
to the professional services contemplated in Section 1 of this Agreement. Upon termination of
this Agreement, MRESA agrees to return to DCSD or MEGLRS all materials, files, documents
and other data, in whatever format, that as of the effective date of termination, are owned by DCSD
or MEGLRS.

5.      RELATIONSHIP OF THE PARTIES.                     In the performance of the duties and
responsibilities described herein, MRESA and its consultants shall, at all times, act as Independent
Contractors practicing their profession, not as agents of the MEGLRS, DCSD or the DeKalb
County Board of Education (“DCBOE”). Neither MRESA, nor any of its employees or others
providing services to the MEGLRS through MRESA, shall have any claims under this Agreement
against the MEGLRS, DCBOE or the DCSD for anything whatsoever not explicitly set forth in
this Agreement, including without limitation, for vacation pay, sick leave, salary or other forms of
compensation, retirement benefits, social security, worker's compensation, disability benefits,
unemployment insurance benefits, or employee benefits of any kind.

6.      LAWFUL DIRECTIONS. Project Facilitators, New Teacher Specialists and Media
Technicians shall be guided by, and conform to, all lawful directions given to them by the
MEGLRS or its Designee(s), provided the orders and directions agree with the principles
established in this Agreement.

7.     SELECTION OF CONSULTANTS. The MEGLRS shall have final authority with
respect to which MRESA consultants provide services, which authority shall not be applied
unreasonably.

8.     COMPLIANCE WITH LAWS. MRESA agrees in the performance of its obligations
hereunder to comply with all federal, state, county and municipal laws and regulations applicable

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to their respective activities, including, without limitation, any laws and regulations with respect
to the treatment of confidential student information.

9.     CONFIDENTIAL INFORMATION. Confidential Information includes but is not
necessarily limited to any information that is excluded from disclosure by DCSD or MEGLRS
under the Georgia Open Records Act OCGA 50-18-70 et seq. (“the Open Records Act”), including
but not limited to, student educational records and information. Personally identifiable student
information and education records as defined pursuant to O.C.G.A. Title 20 and FERPA, will be,
and will be deemed to have been, received in confidence and will be used only for purposes of the
services contemplated in this Agreement.

The Parties shall comply with Federal and State laws and regulations regarding confidentiality of
student records. Specifically, MRESA shall comply and shall assist DCSD and MEGLRS in
compliance, in all material respects, with applicable laws and regulations, including with Family
Educational Rights and Privacy Act (FERPA), 20 U.S.C 1232g and the Protection of Pupil Rights
Amendment (PPRA), 20 U.S.C. 1232h, and all applicable privacy laws.

To the extent MRESA professional service providers or other agents come into contact with any
student data or information, they will not disclose such information without written permission
from the eligible student/parent/guardian and DCSD or MEGLRS.

In its own discretion, DCSD or MEGLRS may designate MRESA as a "school official” within the
meaning of FERPA, if DCSD or MEGLRS determines that the services under this Agreement are
functions that would normally be provided by or on behalf of DCSD or MEGLRS and if the DCSD
or MEGLRS determines that MRESA has a legitimate educational interest in student educational
records and information. MRESA will be under the direct control of DCSD or MEGLRS with
respect to the use and maintenance of personally identifiable information and education records,
as those terms are defined by FERPA, and use personally identifiable information and education
records may only be for the purpose of performing its obligations under the Agreement. DCSD
and/or MEGLRS, as appropriate, retain all ownership rights in education records and personally
identifiable student information.

Notwithstanding any other term of the Contract, MRESA will not disclose personally identifiable
information or education records to any third party except as permitted by 34 C.F.R. 99.33(a).
DCSD or MEGLRS may have access to student records maintained by MRESA with ten (10)
business days’ notice to MRESA as provided for in the Agreement. With respect to information
protected by FERPA, MRESA may not continue to maintain education records or personally
identifiable information of students after termination, and must return or destroy, as requested by
DCSD or MEGLRS, all such records and information to DCSD or MEGLRS as the owner of that
information within ten (10) days of termination for any reason, unless otherwise agreed to in
writing by the Parties.

During and after the term of this Agreement, MRESA shall take all reasonable measures necessary
to keep the Confidential Information confidential, including, without limitation, all measures it
takes to protect its own confidential information of a similar nature. MRESA shall give prompt
written notice to DCSD or MEGLRS of any suspected or actual security breach that may or does
impact DCSD’s or MEGLRS’s data or of any unauthorized use or disclosure of the Confidential
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Information. MRESA shall assist DCSD or MEGLRS in remedying each unauthorized use of
disclosure. Giving assistance does not waive any breach of the Agreement by MRESA, nor does
acceptance of the assistance constitute a waiver of any breach of the Agreement.



10.     NONDISCRIMINATION. It is the policy of the Parties not to discriminate on the basis
of race, color, sex, sexual orientation, gender identity, religion, national origin, age, or disability
in any employment practice, educational program, or any other program, activity, or service.

11.     ASSIGNMENT. No Party may assign its rights under this Agreement without the express
written consent of the other Parties.

12.     NOTICES. Notice from one Party to another relating to this Agreement shall be deemed
effective if made in writing and delivered to the recipient’s address or facsimile number set forth
below their respective signatures by any of the following means: (i) hand delivery, (ii) registered
or certified mail, postage prepaid, with return receipt requested, (iii) first class or express mail,
postage prepaid, (iv) overnight courier service, or (v) facsimile or other wire transmission with
request for assurance of receipt in a manner typical with respect to communications of that type.
Notice made in accordance with this Section shall be deemed delivered on receipt if delivered by
hand or wire transmission, on the third business day after mailing if mailed by registered or
certified mail, or the next business day after mailing or deposit with an overnight courier service
if delivered by express mail or overnight courier for next day delivery.

        To be effective, Notices must be addressed as follows:

            To MEGLRS:       Ms. Terri Jenkins, Director
                             Metro East GLRS
                             Administrative and Instructional Center
                             1701 Mountain Industrial Blvd.
                             Stone Mountain, GA 30083
                             Phone Number: 678-676-2413
                             Email: Terri_L_Jenkins@dekalbschoolsga.org

            To DCSD:         Ms. Michele Summerlin, Executive Director Exceptional Education
                             DeKalb County School District
                             Department of Exceptional Education
                             1040 King Way Drive
                             Phone Number: 678-676-1892
                             Lithonia, GA 30058
                             Email: michele_summerlin@dekalbschoolsga.org

            To MRESA:        Dr. Leigh Ann Putman, Executive Director
                             Metropolitan Regional Education Agency
                             1870 Teasley Drive S.E.
                             Smyrna, GA 30080
                             Facsimile No: (770) 432-6105
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                             Email: leighann.putman@mresa.org

Any Party may change the address to which it is to receive notice pursuant to this Agreement by
providing notice of such address change in accordance with this Section.

13.    GOVERNING LAW. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Georgia.

14.      SEVERABILITY. In the event any provision of this Agreement is held to be invalid or
illegal for any reason, any invalidity or illegality will not affect the remaining parts of the
Agreement, but the Agreement will be construed and enforced to the maximum extent practicable
in light of the remaining provisions of this Agreement.

15.     ENTIRE AGREEMENT. This Agreement, including the Recitals, constitutes the entire
agreement between the Parties with respect to the subject matter of stated herein. This Agreement
supersedes all prior and contemporaneous agreements concerning the subject matter, and no
statement, representation, agreement or understanding, oral or written, made prior to or at the time
of execution of this Agreement, will vary or modify its written terms. No amendments,
modifications, waivers or releases of or from any provision of this Agreement will be effective
unless in writing and signed by both Parties.

16.     ENFORCEMENT OF AGREEMENT. The Parties agree that should it become
necessary for either Party to enforce any of the terms of this Agreement by filing a lawsuit, venue
for such action shall be in the federal, superior, or state courts of DeKalb County, Georgia.

17.    WAIVER OF PROVISIONS. No failure or delay by the Parties in exercising any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such right or
power, or any course of conduct, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Parties hereunder are cumulative and are
not exclusive of any rights or remedies which it would otherwise have hereunder. Any waiver of
any term or condition herein must be in writing, and signed by the Parties. A waiver of any of the
terms and conditions shall not be construed as a waiver of any other term or condition herein.

18.     CAPTIONS. Any captions to or headings of the articles, sections, sub-sections,
paragraphs, or sub-paragraphs of this Agreement are solely for the convenience of the Parties, are
not a part of this Agreement, and shall not be used for the interpretation of determination of validity
of this Agreement or any provision hereof.

19.     COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and all counterparts executed by the Parties shall
constitute one agreement binding on all the Parties.




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         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first set forth above.

METROPLITAN REGIONAL EDUCATION SERVICES AGENCY




By:
            Dr. Leigh Ann Putman
            Executive Director, MRESA

DEKALB COUNTY SCHOOL DISTRICT, acting solely as the fiscal agent for METRO
EAST GEORGIA LEARNING RESOURCES SYSTEM




By:
            Dr. Vasanne S. Tinsley
            Interim Superintendent, DCSD

METRO EAST GEORGIA LEARNING RESOURCES SYSTEM




By:
            Ms. Terri Jenkins
            Director, MEGLRS




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