DeKalb Contract 9.27.23 signed by Everyday

AID 1568023 · View on Simbli

Agenda Item

b. EveryDay Labs Attendance Intervention (Updated 10.10.2023)

Summary: Presented by: Kisha K. Towns, Ph.D., Chief of Wrap Around Services, Division of Equity and Student Empowerment
Contact: Kisha K. Towns, Ph.D., Chief of Wrap Around Services, Division of Equity and Student Empowerment
DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES

                    DCSD:                            DeKalb County School District
                    Address:                         Administrative & Instructional Complex
                                                     1701 Mountain Industrial Blvd.
                                                     Stone Mountain, Georgia 30083
                    Phone No.:                       678-536-6648
                    DCSD’s Representative:           Dr. Myisha Warren, Executive Director Fed. Programs

                    Vendor:                          Everyday Labs, Inc.
                    Address:                         303 Twin Dolphin Dr., 6th Floor
                                                     Redwood City, CA 94065
                    Phone No.:                       303-921-1475
                    Vendor Representative:           Nicole Bosworth Ed.D, Senior Director of Strategic
                                                     Partnerships


                   THIS COOPERATIVE AGREEMENT (this “Agreement”) is entered into as of the last
            day signed below by the DeKalb County School District (“DCSD”) and Everyday Labs, Inc.
            (“Vendor”).

                   FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein,
            and other good and valuable consideration, the receipt and sufficiency of which are hereby
            acknowledged, and intending to be legally bound, DCSD and Vendor hereby agree as follows:

                1. CONTRACT DOCUMENTS: The term “Contract Documents” as used herein shall mean
            all of the following which are hereby incorporated and made a part of this Agreement. In case of
            conflict between the document terms, order of control for the documents shall be as follows:

                    A. This Cooperative Agreement;
                    B. Any Purchase Orders issued pursuant to this Agreement from time to time;
                    C. Everyday Labs, Inc. Scope of Work for DCSD (Exhibit A);
                    D. Everyday Labs, Inc. Data Use Agreement with DCSD (Exhibit B);
                    E. Any extensions by Department of Texas Education Service Center Region 8 for TIPS
                       RFP 210301 (Exhibit C); and
                    F. Everyday Labs, Inc. TIPS Vendor Agreement with the Department of Texas
                       Education Service Center Region 8 for TIPS RFP 210301 (Exhibit D).

            The Contract Documents constitute the entire and exclusive agreement between DCSD and
            Vendor with respect to the Work, and supersede any and all prior discussions, communications,
            representations, negotiations or agreements between them with respect to the Work. The Contract
            Documents are complementary and are to be read as a whole. Any work, labor, materials or
            equipment that may be required, implied or inferred by the Contract Documents as being required
            to produce the intended result shall be provided by the Vendor for the Contract Price. Vendor will
            be held to the highest service standards found within any of the Contract Documents.

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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES


               2. LIMITS ON AGREEMENT PRICE AND SCOPE OF WORK: Vendor acknowledges
            and agrees that this Agreement is for a price no greater than One Hundred and Twenty-One
            Thousand Seven Hundred and Thirty-Three Dollars ($121,733.00 USD) per year during the Term.
            Vendor agrees not to subdivide projects in an effort to evade the provisions of such Law.

                3. TERM: The term of this Agreement is for twelve (12) months beginning upon the date
            this Agreement is last signed (the “Initial Term”). In addition to the Initial Term, this Agreement
            also contains one (1) one-year optional renewal period (each, a “Renewal Term” and, collectively
            with the Initial Term, the “Term”), which option may be exercised by DCSD solely in its discretion
            and upon the receipt of such approvals from DCSD’s Board of Education as may be required. The
            Term is subject to the term of the original contract and shall be shortened according to the
            provisions and extensions therein. Additionally, as required by O.C.G.A. § 20-2-506, this
            Agreement shall terminate absolutely and without further obligation on the part of DCSD at the
            end of the calendar year in which it was executed; provided, however, that this Agreement shall
            be automatically renewed unless DCSD delivers a notice of non-renewal to Vendor at least thirty
            (30) days prior to the end of such calendar year, unless this Agreement has otherwise been
            terminated as provided herein. At the end of the Term, DCSD may elect to have Vendor complete
            any open Purchase Order or terminate such Purchase Order, in DCSD’s sole and absolute
            discretion. DCSD reserves the right to terminate this Agreement at any time for its convenience
            upon thirty (30) days written notice to Vendor.

                4.       VENDOR’S GENERAL RESPONSIBILITIES:

                     A. In addition to the Vendor’s duties, obligations and responsibilities set forth elsewhere
                        in the Contract Documents, pursuant to this Agreement, Vendor shall:

                         (1) at all times give all notices and comply with all laws, ordinances, rules and
                             regulations applicable to the Work, and promptly notify DCSD if it observes any
                             Work which conflicts with any such requirements;

                         (2) pay all sales, consumer, use and similar taxes for the Work as required by law;

                         (3) supervise and direct the Work efficiently and with its best skill and attention, using
                             such means, methods, techniques, sequences and procedures as Vendor deems
                             appropriate, and perform the Work in compliance with the terms and conditions of
                             the Contract Documents and the standard of care applicable to services of the type,
                             scope and complexity to be performed hereunder;

                         (4) provide adequate, competent, suitably qualified personnel, labor supervision,
                             equipment, materials, transportation, machinery, tools, appliances, fuel, utilities,
                             sanitary facilities and all other facilities and incidentals necessary or required to
                             perform the Work;


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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                      DEKALB COUNTY SCHOOL DISTRICT
                                          COOPERATIVE AGREEMENT TO
                               TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                      (5) provide all materials and equipment to be installed in the Work, which shall be new
                          and in first class condition and which shall be applied, installed, connected, erected,
                          used, cleaned and conditioned in accordance with the instructions of the applicable
                          manufacturer, fabricator or processor;

                         (6) be fully responsible to DCSD for all acts and omission of any Subcontractors and
                             suppliers or other persons directly or indirectly involved in performing the Work,
                             and ensure that all such Subcontractors and suppliers are paid for such work, and
                             indemnify and defend the DCSD from any claims with respect thereto;

                         (7) be responsible for initiating, maintaining and supervising all safety precautions and
                             programs in connection with the Work, including all necessary precautions for the
                             safety and protection of, all employees on the Work and others who may be affected
                             thereby, including other structures and areas adjacent to or on or about the Site; and

                         (8) cooperate with DCSD’s designated representative, provide any requested
                             information and meet, consult and coordinate the Work with DCSD’s
                             representative.

                    B. Vendor Personnel:
                       (1) Vendor shall maintain strict discipline among all personnel employed on DCSD
                           grounds, and no person under the influence of drugs or alcohol shall be allowed on
                           DCSD grounds, nor shall any person employed on DCSD’s property have in his or
                           her possession any drugs, alcohol or firearms. Unprofessional conduct, including
                           but not limited to horseplay, wrestling, fighting, or the wearing of clothing
                           containing vulgar, immoral or unwholesome words or images or promoting the
                           same, shall not be permitted or allowed. No employee, Subcontractor or
                           representative of Vendor shall use any tobacco product while on DCSD grounds.

                         (2) Vendor administrators will provide supervision and training of Vendor personnel.
                             All personnel hired or assigned by Vendor shall be Vendor employees for all
                             purposes and not DCSD employees for any purpose. Vendor shall be solely
                             responsible for (i) selecting and hiring its employees; (ii) paying all wages, health
                             and retirement benefits, all applicable employee and employer taxes and
                             deductions, Social Security taxes, and Medicare taxes, as required by law, and
                             providing general liability insurance coverage covering Vendor and its employees,
                             contractors, and agents under this Agreement, with Limits of Liability as set forth
                             herein, and workers compensation insurance; (iii) supervising, evaluating,
                             promoting and disciplining its employees; (iv) managing the employees’ conduct,
                             including the method by which the employees carry out their work; and (v)
                             complying with the Federal Work Authorization Program.

                         (3) Vendor employees will not accrue any sick leave or other benefits from DCSD and
                             will not be subject to DCSD’s Complaints and Grievances Procedures found in


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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                   DEKALB COUNTY SCHOOL DISTRICT
                                       COOPERATIVE AGREEMENT TO
                             TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                        District Board Policy or be subject to the due process provisions of O.C.G.A. § 20-
                        2-940 et. seq. as these individuals are not District employees.

                         (4) Vendor and its employees, agents, contractors or other such personnel shall be
                             independent contractors of DCSD and do not have the ability or the authority to
                             make obligations on behalf of DCSD.

                         (5) If DCSD believes that the performance or conduct of any person employed or
                             retained by Vendor to perform any services hereunder is unsatisfactory or is not in
                             compliance with the provisions of this Agreement, DCSD will notify Vendor,
                             identifying the conduct or performance in writing and providing all information and
                             support necessary to substantiate and sustain any personnel action requested by
                             DCSD, if any. Vendor will promptly address the performance or conduct of the
                             reported person in accordance with Vendor's disciplinary policies.

                         (6) Vendor must identify any individuals providing services to DCSD who are drawing
                             retirement from the Georgia Teacher Retirement System (TRS). Vendor is
                             responsible for any and all penalties and interests that may be assessed by TRS for
                             any work performed by Georgia TRS retirees. Vendor shall indemnify and hold
                             DCSD harmless from and against any claims related to Georgia TRS.


                    C. To the fullest extent permitted by law and to the extent claims, damages, losses or
                       expenses are not covered by insurance purchased by the Vendor, the Vendor will
                       indemnify and hold harmless DCSD and its agents and employees from and against
                       claims, damages, losses and expenses, including but not limited to attorney’s fees,
                       arising out of or resulting from performance of the Work, provided that such claim,
                       damage, loss of expense is attributable to bodily injury, sickness, disease or death, or
                       to injury to or destruction of tangible property (other than the Work itself), but only to
                       extent caused by the negligent acts or omission of the Vendor, a Subcontractor, anyone
                       directly or indirectly employed by them or anyone for whose acts they may be liable,
                       regardless of whether or not such claim, damage, loss or expense is caused in part by a
                       party indemnified hereunder. Such obligation will not be construed to negate, abridge,
                       or reduce other rights or obligations of indemnity which would otherwise exist as to a
                       party or person described in the Paragraph.

                         In claims against any person or entity indemnified under this Paragraph by an employee
                         of the Vendor, a Subcontractor, anyone directly or indirectly employed by them or
                         anyone for whose acts they may be liable, the indemnification obligation will not be
                         limited by a limitation on amount or type of damages, compensation acts, disability
                         benefit acts or other employee benefit acts.

               5. DCSD’S RESPONSIBILITIES: The DCSD shall have the right, at its sole discretion, to
            demand and require that Vendor remove any employee or Subcontractor working on any project
            and to replace the same, without cost or liability to DCSD.

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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES

                6. TERMINATION OF THE AGREEMENT: Either party may terminate this Agreement
            upon the occurrence of any material breach by the other party to this Agreement by giving written
            notice of such breach to the breaching party, which notice shall describe the alleged breach. This
            Agreement will terminate after the receipt of such notice unless the breaching party has cured such
            breach within ten (10) days from its receipt of such notice or, in the event said breach cannot be
            cured within ten (10) days, has failed to commence and diligently pursue curing of said breach. In
            addition, the DCSD may terminate this Agreement for its convenience at any time and for any (or
            no) reason upon thirty (30) days written notice to Vendor. In either case, all outstanding invoices
            or monies due for Work performed through the termination date shall be due and payable as of the
            termination date, less any amounts due to DCSD from Vendor. DCSD further reserves the right
            to suspend Vendor’s performance of the Work should Vendor repeatedly fail or refuse to perform
            the Work as required herein, and Vendor shall not be permitted to resume work until such
            deficiencies have been corrected to DCSD’s satisfaction.

                 7. SUBCONTRACTORS: Should Vendor enter into any subcontracts in connection with
            the performance of the Work, all such subcontracts shall be in writing and shall incorporate all the
            terms and conditions set forth herein. Vendor will not employ any Subcontractor against whom
            DCSD may have reasonable exception, and will not make any substitution for any Subcontractor
            who has been accepted by DCSD except with good cause. Vendor shall be fully responsible for
            all acts and omission of its Subcontractors. Nothing in this Agreement will create any relationship
            between DCSD and any Subcontractor. Vendor shall indemnify, defend and hold DCSD harmless
            from and against any and all claims for payment made by any Subcontractors and shall, within
            three (3) days of written demand from DCSD, bond off or remove any lien filed against DCSD’s
            property by any Subcontractor. Should Vendor fail and/or refuse to remove any such lien, or
            should any Subcontractor otherwise notify DCSD of non-payment by Vendor, DCSD may, at its
            option, make payment jointly to Vendor and its Subcontractor(s).

                8. INSURANCE:

                    A. Vendor shall not commence Work under this Agreement until it has obtained all the
                       insurance required under this Section 8 and delivered certificates of insurance
                       evidencing such coverages to DCSD, nor shall Vendor allow any Subcontractor to
                       commence work on a subcontract until Subcontractor has provided the insurance
                       required hereunder. The insurance required under this Section 8 shall be maintained in
                       full force and effect during the performance of the Work until this Agreement is
                       terminated. DCSD shall be named as an additional insured on all policies (except for
                       Worker’s Compensation). The insurance coverages required hereunder are as follows:

                         (1) Commercial general liability insurance written on an “occurrence” basis, including
                             coverage for premises/operations, products/completed operations, broad form
                             property damage, blanket contractual liability, independent Vendors and personal
                             insuring, and sudden and accidental pollution, with no exclusions for explosion,
                             collapse and underground perils, with limits of not less than $1,000,000 per


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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                  DEKALB COUNTY SCHOOL DISTRICT
                                     COOPERATIVE AGREEMENT TO
                            TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                        occurrence for bodily injury (including death) and property damage and a
                        $2,000,000 aggregate limit;

                         (2) Automobile liability insurance, including coverage for owned, non-owned and
                             hired automobiles for both bodily injury and property damage and in accordance
                             with statutory legal requirements, with a combined single limit of not less than
                             $1,000,000 per accident with respect to bodily injury (including death) and property
                             damage and a $2,000,000 aggregate limit; and

                         (3) Workers compensation with statutory limits and employers’ liability with limits of
                             not less than $1,000,000 per occurrence.

                    B. Vendor waives all rights of subrogation, against DCSD and its board members, officers,
                       employees, agents, insurers, other Vendors and subcontractors and consultants for any
                       damages covered by any type of insurance.

                9. IMMIGRATION COMPLIANCE: Vendor and all Subcontractors shall comply with all
            state and federal immigration laws, rules and regulations, and the Vendor and all Subcontractors
            shall provide DCSD with the completed, signed and notarized forms required for compliance with
            the Georgia Security and Immigration Compliance Act, as amended by the Illegal Immigration
            Reform Act of 2011, O.C.G.A. § 13-10-90 et seq., prior to performance of any Work hereunder.

                10. DISPUTE RESOLUTION: All claims, disputes, and other matters in question between
            the DCSD and Vendor arising, out of, or relation to, this Agreement or the breach hereof, shall be
            mediated in good faith as a prerequisite to litigation. Either party may file a request for mediation
            at any time; provided, however, that such mediation shall not take place until after Completion has
            been achieved. The mediation shall take place in Atlanta, Georgia. Each party shall bear its own
            costs and expenses in connection with such mediation and the parties shall divide and pay the
            mediator’s fees and expenses equally. Should the parties be unable to resolve any dispute or claim
            in mediation, either party may file a lawsuit in the Superior Court of DeKalb County, Georgia
            following the conclusion of the mediation. Each party hereby irrevocably consents to the exclusive
            jurisdiction of such court and the laying of venue therein.

               11. GOVERNING LAW: This Agreement shall be governed by and construed in accordance
            with the laws of the State of Georgia without regard to its conflicts of law principles.

                12. NO WAIVER: No waiver by either party of any default by the other party in the
            performance of any provision of this Agreement shall operate as or be construed as a waiver of
            any future detail, whether like or different in character.

                13. SEVERABLILTY: If any provision of this Agreement, or application thereof to any
            person or circumstance shall to any extent be invalid, such invalidity shall not affect the
            enforceability of the remainder of the Agreement or its enforceability in relation to other persons
            or circumstances.


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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                      DEKALB COUNTY SCHOOL DISTRICT
                                          COOPERATIVE AGREEMENT TO
                                TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                14. NO THIRD-PARTIES: Nothing contained in this Agreement shall create a contractual
            relationship with or cause of action in favor of a third-party against DCSD.

                15. INDEPENDENT VENDOR: Vendor shall perform as an independent Vendor and not as
            an employee or representative of DCSD. Vendor retains sole and exclusive liability for all
            contributions, taxes or payment required to be made on account of Vendor’s employees under
            federal or state tax or labor laws, unemployment and workers’ compensation acts, social security
            acts, and all other legislation requiring employer contributions or withholdings.

                16. BACKGROUND CHECKS: A criminal background check must be performed on all
            contractors, consultants, subcontractors, volunteers and vendors (“Individuals”) who provide
            services on DCSD’s premises, supervise services on DCSD’s premises or have contact with
            students. All Individuals shall undergo the same criminal background check, within the last 365
            days, as required of DCSD’s own employees. Such background checks shall be performed by
            DCSD at the expense of the Individual at a cost of $45.00 per person. Upon receipt and evaluation
            of the background check, DCSD may demand that the Individual have no contact with students or
            parents, or exclude such Individual from performing work on DCSD’s premises or otherwise for
            DCSD, in its sole and absolute discretion. DCSD may make such may determination regardless
            of whether such charges may have been dismissed, expunged, sealed, removed from the record,
            treated under “first offender” status or dead docketed. Any failure by Vendor to obtain a criminal
            background check for any Individual as required herein, may result in the termination of this
            Agreement without penalty to DCSD.

                17. PERSONS UNDER INVESTIGATION: DCSD reserves the right to request that Vendor
            not permit any Vendor employee, agent or other of its service providers to provide services under
            this agreement if said person is under investigation for any wrongdoing. Vendor agrees to comply
            with any request from DCSD to remove said person as a service provider. Vendor agrees to
            cooperate with DCSD to the fullest extent practicable in any investigation of any actual or alleged
            misconduct of any Vendor employee or employer in connection with any activity arising out of
            this Agreement, including allowing access to interviews of Vendor’s employees, agents or service
            providers or any documents related to alleged or suspected misconduct. Vendor agrees to inform
            DCSD within twenty-four hours that any of its service providers providing services under this
            Agreement have been arrested, convicted or sued (provided service of summons in a civil action)
            regarding any allegation related to the performance of their professional duties. Failure to comply
            with any of the foregoing requests will result in the termination by means of a material default by
            Vendor under this Agreement.

                18. RIGHT TO AUDIT:

                    A. Vendor shall maintain complete and accurate books and records with respect to
                       services, cots, expenses, receipts and other information necessary to verify the scope
                       or charges for any services and/or materials provided under this Agreement. Vendor
                       understands and agrees that DCSD has the right to review documents and work in
                       progress and to audit financial and other records pertaining to the performance of the
                       Work under this Agreement, whether such records were prepared by Vendor or anyone

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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                     DEKALB COUNTY SCHOOL DISTRICT
                                         COOPERATIVE AGREEMENT TO
                               TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                      else associated with the Work. At any time prior to the date which is six (6) years
                      following the final payment under this Agreement, Vendor shall provide DCSD, at
                      DCSD’s reasonable expense, a copy of all such records within ten (10) business days
                      of a written request from DCSD. At any time prior to the date which is six (6) years
                      following final payment under this Agreement, DCSD’s rights shall also include access
                      at reasonable times to Vendor’s facilities for the purpose of interviewing employees
                      and inspecting and copying (at DCSD’s reasonable expense) such books, records,
                      accounts and other material which may be relevant to a matter under investigation.
                      Vendor shall, at no cost to DCSD, furnish reasonable facilities and assistance for such
                      review and audit. Vendor’s failure to provide records or access within the time
                      requested shall preclude Vendor from receiving any payment under this Agreement
                      until such documents are provided. Vendor agrees to maintain such records for a period
                      of six (6) years following final payment under this Agreement.

                    B. To the extent that an audit by DCSD, DCSD’s independent auditors or a designee of
                       any of them, discloses excess charges inaccurately or improperly attributed to this
                       Agreement by Vendor, Vendor agrees to remit the amount of the overpayment to
                       DCSD within thirty (30) days after demand.

                19. USE OF STUDENT IMAGES: Written parental/caregiver permission must be obtained
            prior to the release, distribution, or publication of any kind of pictures, media, or recordings of
            individual minors, or from the parent/caregiver of each minor (or conserved adult) when groups
            of minors (and/or conserved adults) are depicted. Written permission must likewise be obtained
            prior to the release, distribution, or publication of any kind of pictures, media, or recordings of
            individuals over the age of 18 for any students that are not conserved.

                20. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF VENDOR: To
            induce DCSD to enter into this Agreement, and with DCSD’s express reliance thereon, Vendor
            hereby covenants, agrees and represents the following: Vendor is not in financial default in any
            respect that materially adversely affects any of its properties or businesses, operations, or
            condition, financial or otherwise, under any existing security agreement, mortgage, security deed,
            equity agreement, or other agreement or instrument to which Vendor is a party or by which Vendor
            is contractually bound; and there is no pending or, to the knowledge of Vendor, threatened claim,
            action, suit, investigation or other proceeding at law or in equity by or before any federal, state,
            local or other court or governmental agency that materially affects the financial condition or
            viability of Vendor as a going concern, and there is not any judgment, order, writ, injunction or
            decree of any such court or agency materially affecting the financial condition or viability of
            Vendor as a growing concern, or any properties or assets of Vendor (herein collectively referred
            to as “Material Actions”). Until such time as this Agreement is terminated, Vendor shall provide
            DCSD prompt written notice of any Material Actions.

                21. ENTIRE AGREEMENT; AMENDMENT: The Contract Documents, including any and
            all exhibits attached hereto which are incorporated herein by reference, represents the entire
            understanding and agreement between the parties hereto relating to the Work and supersedes any
            and all prior agreements, whether written or oral, that may exist between the parties regarding

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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC


                                      DEKALB COUNTY SCHOOL DISTRICT
                                          COOPERATIVE AGREEMENT TO
                               TIPS RFP 210301 ACADEMIC CURRICULUM AND
                 INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
            same. No amendment or modification to the Work or this Agreement or any waiver of any
            provision hereof shall be effective unless in writing signed by the party so to be bound thereby.

                   IN WITNESS WHEREOF, the parties have caused this Cooperative Agreement to be
            executed by their duly authorized representative as of the date first set forth above.

            DCSD:                                                VENDOR:
            DEKALB COUNTY
            SCHOOL DISTRICT                                      Everyday Labs, Inc.


            By: _________________________                        By: ________________________
                   Signature                                            Signature
                                                                         Emily Bailard
            Name: _____Dr. Devon Q. Horton                       Name: ______________________
                                                                       Chief Executive Officer
            Title: ______ Superintendent                         Title: ________________________




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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC

                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                                            EXHIBIT A




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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC

                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                                             EXHIBIT B




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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC

                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                                            EXHIBIT C




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DocuSign Envelope ID: 42C2933A-FAC6-4536-9ED4-8ACBF45CA6AC

                                DEKALB COUNTY SCHOOL DISTRICT
                                  COOPERATIVE AGREEMENT TO
                           TIPS RFP 210301 ACADEMIC CURRICULUM AND
                  INSTRUCTIONAL/EDUCATIONAL GOODS, MATERIALS, AND SERVICES
                                            EXHIBIT D




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