TEA Pearson Contract

STATE OF TEXAS §

COUNTY OF TRAVIS §

Division/Org 212Code:

212P

Speed Chart:Payee Name: NCS Pearson, Inc.

Payee ID ISAS 14108505273

Program Name

Legal/Funding

Contracted Services forStudent Assessment,2010-2015

Authority: TECChapter 39,SubchapterB

Contract #: 2547PO#:

TEXAS EDUCATION AGENCY STANDARD CONTRACT

ARTICLE I. PARTIES TO CONTRACTThis agreement is entered into by and between the Texas Education Agency ("TEA"!, a Texas State Agency andNCS Pearson, Inc. ("Contractor").

ARTICLE II. PERIOD OF CONTRACTTEA shall pay Contractor for the reasonable and approved costs incurred by Contractor in connection with theContract Project during the period beginning September 1, 2010 and ending August 31, 2015, unless extended orterminated as otherwise provided for this contract. TEA, at its own discretion, may renew the contract awarded forup to two additional fiscal years under the same or different terms subject to appropriation of funds by the TexasLegislature for this project. Should TEA exercise the renewal options: the term of first renewal option shall be fromSeptember 1, 2015 through August 31, 2016; the term of the second renewal option shall be from September 1,2016 through August 31, 2017.

ARTICLE III. PURPOSES OF CONTRACTContractor shall perform all of the functions and duties set described herein and in the appendices to this Contract,which are attached hereto and incorporated by reference.

ARTICLE IV. PAYMENT UNDER CONTRACTSubject to the availability to TEA of funds for the purpose(s) of this contract, TEA shall pay to Contractor by State ofTexas warrant(s) the amount of $ 468.392.617.00 for the performance, satisfactory to the TEA, of Contractor'sfunctions and duties under this Contract. Payment to Contractor by TEA will be made in accordance with theDescription of Services / Budget, which is attached hereto and incorporated herein by reference.

ARTICLE V. GENERAL AND SPECIAL PROVISIONS OF CONTRACTAttached hereto and incorporated herein by reference are the General Provisions and the Special Provisionsindicated below with an "X" beside each:

^ Special Provisions A, Program Specific^ Special Provisions B, Debarment (required if utilizing federal funds)S Special Provisions C, Lobbying (required if utilizing federal funds & over $100,000)£3 Special Provisions D, Historically Underutilized Business Subcontracting Plan (HSP) (required for projects over

$100,000.00)

Pursuant to Section 2252.901 of the Texas Government Code, Contractor certifies that it is not a former employee ofTEA or that Contractor has not been an employee of TEA for twelve (12) months prior to the beginning date of thiscontract.

Contractor must make full disclosure of intent to employ or subcontract with an individual who is a formeremployee/retiree of TEA. Within the first twelve months of leaving employment at TEA, a former employee/retireeselected by the Contractor for employment or subcontracting, shall not perform services on a project or fill a positionthat the former employee/retiree worked on while employed at TEA.

Contractor shall be an independent contractor for matters relating to this Contract. Contractor and its employees arenot employees of TEA for any purpose and shall not be entitled to participate in any plan, arrangement, ordistribution by TEA pertaining to or in connection with any pension, bonus, or other benefit extended to TEAemployees.

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distribution by TEA pertaining to or in connection with any pension, bonus, or other benefit extended to TEAemployees.

ARTICLE VI. ENTIRE CONTRACT

This contract together with the documents including but not limited to Appendices, Attachments, Exhibits, ProposalResponses, mentioned herein and incorporated by reference, contains the entire agreement between the partiesrelating to the rights granted and the obligations assumed in it. Any oral representations or modifications concerningthis contract shall be of no force or effect unless contained in a subsequent amendment executed by both parties.

AGREED and accepted on behalf of Contractor effective beginning on the date of the Contract as specified aboveand as indicated by signature below of a person authorized to bind Contractor.

Typed name:Typed title:

Douglas KubaoAGroup President & CEO,Assessment & Information

Authorized Signature

This section reserved for TEA use.I, an authorized official of the Texas Education Agency, hereby certify that this contract is in compliance with theauthorizing program statute and applicable regulations and authorize the services to be performed as written above.

AGREED and accepted on behalf of Agency on \(\ -- fH "~ /pjarspreauthorized to^bind^ Agency.

(month/day/year} by a

Return three (3) copies with original signature to:Norrna BarreraTexas Education AgencyPurchasing and Contracts Division1701 North Congress Avenue Rm. 2-125Austin, Texas 78701-1494

Shirley B&aulieu, Associate CommissionerFinance/~CFO

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APPENDIX 1

A. The definitions of terms in the General Provisions are incorporated herein.

B. The Best and Final Offer for Section 47. Data Portal. RFP #701 -10-001, Contracted Services for Texas StudentAssessment, dated February 9, 2010, is incorporated herein by reference and is therefore made a part of thiscontract.

C. The proposal submitted by Pearson, Inc. entitled, A Proposal for Contracted Services for Texas StudentAssessment, dated November 13, 2009, is incorporated herein by reference and is therefore made a part of thiscontract.

D. The terms, conditions, and requirements contained in the Request for Proposal entitled "Contracted Services forStudent Assessment", with a release date of September 4, 2009 and a closing date of November 13, 2009, andidentified as RFP #701-10-001. are incorporated herein by reference, although in the event of conflict, theGeneral Provisions to Standard Contract shall control.

E. The Responses to Negotiation Issues submitted by Pearson on May 10,2010 are incorporated herein asAttachment 1 and are therefore made a part of this contract.

F. The Quality Assurance Commitment & Service Level Agreement (SLA), dated May 10, 2010 is incorporatedhere in as Attachment 2 and is therefore made a part of this contract.

G. tf there is a conflict or ambiguity between or among the terms of the documents that constitute this Contract,and if that conflict or ambiguity cannot be resolved by construing the terms so as to harmonize all their terms,then the conflict or ambiguity shall be resolved with the following Contract documents prevailing in the followingorder of priority:

Special Provisions - A Program SpecificGeneral Provisions of the Standard Contract;The Standard Contract, inclusive of all appendices;Attachment 1 - Responses to Negotiations Issues, dated May 10, 2010;Attachment 2 - The Quality Assurance Commitment & Service Level Agreement (SLA), dated May 10, 2010Contractor's Best and Final Offer dated February 9, 2010;Contractor's Proposal to the Texas Education Agency entitled "A Proposal for Contracted Services forTexas Student Assessment", submitted November 13, 2009 ; andThe Request for Proposal entitled "RFP No. 701-10-001, Contracted Services for Student Assessment"released September 4, 2009.

H. Budget:

The Budget Summary submitted by Pearson on May 10, 2010 is attached as Attachment 3 and is incorporatedand made a part of the contract. The Budget Summary reflects the tasks/deliverables/activities that are to becompleted each month on an annual basis. The Budget Summary is formatted on an annual basis: the2010/2011 Budget Summary represents the fees for the tasks/deliverables/activities that are due in Year 1 ofthe Contract; the 2011/2012 Budget Summary represents the fees for the tasks/deliverables/activities that aredue in Year 2 of the Contract; the 2012/2013 Budget Summary represents the fees for the tasks/deliverables/activities that are due in Year 3 of the Contract; the 2013/2014 Budget Summary represents the fees for thetasks/deliverables/activities that are due in Year 4 of the Contract; and the 2014/2015 Budget Summaryrepresents the fees for the tasks/deliverables/activities that are due in Year 5 of the Contract. Payment shallbe monthly upon completion of designated tasks/deliverables/activities.

No funds shall be used to pay for food costs (i.e., refreshments, banquets, group meals, etc.) unless requestedas a specific line item in the budget by the Contractor and approved (prior to expenditures occurring) by TEA.This applies to both federally and state funded Contracts.

Contractor will make a good faith effort to comply with the State of Texas Travel Guidelines. TEA may at itsdiscretion approve requests for reimbursement of travel which exceed the State of Texas Travel Guidelines.Contractor shall maintain receipts in accordance with item H of the General Provisions. The Comptroller'swebsite for travel rules and regulations - tExtravet: hrtps://fmx.cpa.state.tx.us/fmxytravei/textravel/index.php.Receipts must be made available for programmatic or financial audit, by TEA and by others authorized by lawor regulation to make such an audit, for a period of not less than five (5) years.

State travel expense reimbursement is not a per diem. Employees and contractors must claim the actualexpenses incurred for meals and lodging not to exceed the maximum allowable rates. The maximum should notbe claimed unless the actual expenditures equal or exceed the maximum allowable rate.

Schedule of Task Completion: The Schedule of Task Completion Texas Student Assessment 2010-2015submitted by Pearson on May 18, 2010 is incorporated herein as Attachment 4 and is therefore made a part ofthis contract.

Rev,

GENERAL PROVISIONS

A. As used in these General Provisions:• Contract means the entire document, and all of TEA'S attachments, appendices, schedules (including but

not limited to the General Provisions and the Special Provisions), amendments and extensions of or to theStandard Contract;

• Receiving Agency or Parly or TEA means the Texas Education Agency;• Performing Agency or Contractor means the party or parties to this Contract other than TEA, including its

or their officers, directors, employees, agents, representatives, consultants and subcontractors, andsubcontractors' officers, directors, employees, agents, representatives and consultants;

• Project Manager/Administrator means the respective person(s) representing TEA or Contractor, asindicated by the Contract, for the purposes of administering the Contract Project;

• Contract Project means the purpose intended to be achieved through the Contract;• Amendment means a Contract that is revised in any respect, and includes both the original Contract, and

any subsequent amendments or extensions thereto;• Works means all tangible or intangible material, products, ideas, documents or works of authorship

prepared or created by Contractor for or on behalf of TEA at any time after the beginning date of theContract ("Works" includes but is not limited to computer software, data, information, images, illustrations,designs, graphics, drawings, educational materials, assessment forms, testing materials, logos,trademarks, patentable materials, etc.); and,

• Intellectual Property Rights means the worldwide intangible legal rights or interests evidenced by orembodied in: (a) any idea, design, concept, method, process, technique, apparatus, invention, discovery,or improvement, including any patents, trade secrets, and know-how; (b) any work of authorship, includingany copyrights, moral rights or neighboring rights; (c) any trademark, service mark, trade dress, tradename, or other indicia of source or origin; (d) domain name registrations; and (e) any other similar rights.The Intellectual Property Rights of a party include all worldwide intangible legal rights or interests that theparty may have acquired by assignment or license with the right to grant sublicenses.

B. Contingency: The Contract(s), including any amendments, extensions or subsequent contracts, are executedby TEA contingent upon the availability of appropriated funds by legislative act. Notwithstanding any otherprovision in this Contract or any other document, this Contract is void upon the insufficiency (in TEA'Sdiscretion) or unavailability of appropriated funds. In addition, this Contract may be terminated by TEA at anytime for any reason upon notice to Contractor. Expenditures and/or activities for which Contractor may claimreimbursement shall not be accrued or claimed subsequent to receipt of such notice from TEA.

C. Indemnification:For local educational agencies^(LgAsJ. regional education service^ cejiters (ESCsJ. institutions of highereducation(jHEs)^ and state agencies: Contractor, to the extent permitted by law, shall hold TEA harmless fromand shall indemnify TEA against any and all claims, demands, and causes of action of whatever kind or natureasserted by any third party and occurring or in any way incident to, arising from, or in connection with, any actsof Contractor in performance of the Contract Project.

For all other contractors, including nojip.rofjt organizations and far-profit businesggs: Contractor shallindemnify, hold harmless, and defend TEA and the State, all of its officers, agents, and employees from anyand all claims, actions, suits, demands, and causes of action of whatever kind or nature asserted by any thirdparty and occurring or in any way incident to, arising from, or in connection with, any acts or omissions of theContractor or any agent, employee, subcontractor, or supplier of Contractor in performance of the ContractProject.

0. Subcontracting. Contractor shall not assign, transfer or subcontract any of its rights or responsibilities underihis Contract without prior formal written amendment to this Contract properly executed by both TEA andContractor. The TEA Project Manager must pre-approve any changes in key personnel throughout thecontract term. Any changes to the HUB Subcontracting Plan (HSP) must be approved by the Agency HUBCoordinator before staffing changes are initiated.

E. Encumbrances/Obligations: All encumbrances, accounts payable, and expenditures shall occur on orbetween the beginning and ending dates of this Contract. All goods must have been received and all servicesrendered during the Contract period in order for Contractor to recover funds due. In no manner shallencumbrances be considered or reflected as accounts payable or as expenditures.

F. Contractor's Proposal. Contractor's proposal that was furnished to TEA in response to a request for proposalis incorporated in this Contract by reference. The provisions of this Contract shall prevail, however, in allcases of conflict arising from the terms of Contractor's proposal whether such proposal is a written part of thisContract or is attached as a separate document

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Requirements, Terms, Conditions, and Assurances: The terms, conditions, and assurances, which arestated in the Request for Proposal, in response to which Contractor submitted a proposal, are incorporatedherein by reference for all purposes, although the current General Provisions shall prevail in the event ofconflict,

Records Retention: Contractor shall maintain its records and accounts in a manner which shall assure a fullaccounting for all funds received and expended by Contractor in connection with the Contract Project. Theserecords and accounts shall be retained by Contractor and made available for programmatic or financial audit byTEA and by others authorized by law or regulation to make such an audit for a period of not less than five (5)years from the date of completion of the Contract Project or the date of the receipt by TEA of Contractor's finalclaim for payment or final expenditure report in connection with this Contract, whichever is later. If an audit hasbeen announced, the records shall be retained until such audit has been completed.

Contractor understands that acceptance of funds under this contract acts as acceptance of the authority of theState Auditor's office, or any successor agency, to conduct an audit or investigation in connection with thosefunds. Contractor further agrees to cooperate fully with the State Auditor's Office or its successor in theconduct of the audit or investigation, including providing all records requested. Contractor will ensure that thisclause concerning the authority to audit funds received indirectly by subcontractors through Contractor and therequirements to cooperate is included in any subcontract it awards.

Intellectual Property Ownership; Contractor agrees that all Works are, upon creation, works made for hireand the sole property of TEA, If the Works are, under applicable law, not considered works made for hire,Contractor hereby assigns to TEA all worldwide ownership of all rights, including the Intellectual PropertyRights, in the Works, without the necessity of any further consideration, and TEA can obtain and hold in its ownname all such rights to the Works. Contractor agrees to maintain written agreements with all officers, directors,employees, agents, representatives and subcontractors engaged by Contractor for the Contract Project,granting Contractor rights sufficient to support the performance and grant of rights to TEA by Contractor.Copies of such agreements shall be provided to TEA promptly upon request.

Contractor warrants that (i) it has the authority to grant the rights herein granted, (ii) it has not assigned ortransferred any right, title, or interest to the Works or Intellectual Property Rights that would conflict with itsobligations under the Contract, and Contractor will not enter into any such agreements, and (iii) the Works willbe original and will not infringe any intellectual property rights of any other person or entity. These warrantieswill survive the termination of the Contract. If any preexisting rights are embodied in the Works, Contractorgrants to TEA the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (i) use.execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon suchpreexisting rights and any derivative works thereof and (ii) authorize others to do any or all of the foregoing.Contractor agrees to notify TEA on delivery of the Works if they include any such preexisting rights. Onrequest, Contractor will provide TEA with documentation indicating a third party's written approval forContractor to use any preexisting rights that may be embodied or reflected in the Works.

Contractor agrees, at Contractors expense, to indemnify, hold harmless and defend TEA and the State fromclaims involving infringement of third parties' licenses, trademarks, copyrights or patents.

For School Districts and Nonprofit Organizations: The foregoing Intellectual Property Ownershipprovisions apply to any school districts, nonprofit organizations, and their employees, agents,representatives, consultants and subcontractors.

For Education Service Centers (ESCs): The foregoing Intellectual Property Ownership provisions applyto an Education Service Center (ESC) and its employees, agents, representatives, consultants, andsubcontractors. If an ESC or any of its subcontractor(s) wish to obtain a license agreement to use,advertise, offer for sale, sell, distribute, publicly display, publicly perform or reproduce the Works, ormake derivative works from the Works, then express written permission must first be obtained from TEALegal Division.

For Colleges and Universities: The foregoing Intellectual Property Ownership provisions apply to anycolleges and universities and their employees, agents, representatives, consultants, and subcontractors;provided, that for all Works created or conceived by colleges or universities under the Contract, they aregranted a non-exclusive, non-transferable, royalty-free license to use the Works for their own academicand educational purposes only. Colleges and universities are prohibited, however, from advertising,offering for sale, selling, distributing, publicly displaying, publicly performing, or reproducing the Works,or making derivative works from the Works that are created or conceived under this Contract, without theexpress written permission of TEA Legal Division.

Sanctions for Failure to Perform or for Noncompliance: If Contractor, in TEA'S sole determination, fails orrefuses for any reason to comply with or perform any of its obligations under this Contract, TEA may impose

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such sanctions as it may deem appropriate. This includes but is not limited to the withholding of payments toContractor until Contractor complies; the cancellation, termination, or suspension of this Contract in whole or inpart; and the seeking of other remedies as may be provided by this Contract or by law. Any cancellation,termination, or suspension of this Contract, if imposed, shall become effective at the close of business on theday of Contractor's receipt of written notice thereof from TEA.

K. Contract Cancellation, etc.: If this Contract is cancelled, terminated, or suspended by TEA prior to itsexpiration date, the reasonable monetary value of services properly performed by Contractor pursuant to thisContract prior to such cancellation, termination or suspension shall be determined by TEA and paid toContractor as soon as reasonably possible.

L. Refunds Due to TEA: If TEA determines that TEA is due a refund of money paid to Contractor pursuant to thisContract, Contractor shall pay the money due to TEA within 30 days of Contractor's receipt of written noticethat such money is due to TEA. If Contractor fails to make timely payment, TEA may obtain such money fromContractor by any means permitted by law, including but not limited to offset, counterclaim, cancellation,termination, suspension, total withholding, and/or disapproval of all or any subsequent applications for saidfunds.

M, Capital Outlay; If Contractor purchases capital outlay (furniture and/or equipment) to accomplish the ContractProject, title will remain with Contractor for the period of the Contract. TEA reserves the right to transfer capitaloutlay items for Contract noncompliance during the Contract period or as needed after the ending date of theContract. This provision applies to any and all furniture and/or equipment regardless of unit price and how theitem is classified in Contractor's accounting record. This provision is applicable when federal funds are utilizedfor the Contract.

N. TEA Property (terms): In the event of loss, damage or destruction of any property owned by or loaned by TEAwhile in the custody or control of Contractor, Contractor shall indemnify TEA and pay to TEA the full value of orthe full cost of repair or replacement of such property, whichever is the greater, within 30 days of Contractor'sreceipt of written notice of TEA'S determination of the amount due. This applies whether the property isdeveloped or purchased by Contractor pursuant to this Contract or is provided by TEA to Contractor for use inthe Contract Project. If Contractor fails to make timely payment, TEA may obtain such money from Contractorby any means permitted by law, including but not limited to offset or counterclaim against any money otherwisedue to Contractor by TEA.

O. State of Texas Laws: In the conduct of the Contract Project, Contractor shall be subject to Texas State Boardof Education rules pertaining to this Contract and the Contract Project, and to the taws of the State of Texasgoverning this Contract and the Contract Project. This Contract constitutes the entire agreement between TEAand Contractor for the accomplishment of the Contract Project. This Contract shall be interpreted according tothe laws of the State of Texas except as may be otherwise provided for in this Contract.

P. Federal Regulations Applicable to AM Federally Funded Contracts:1. For Local Education Agencies (LEAs): 28 CFR 35 Subparts A-E, 28 CFR 36 Subparts C & D, Appendix A,

29 CFR 1630, 34 CFR 75 or 76 as applicable, 77, 79, 80, 81, 82, 85, 99, 104, 47 CFR 0 and 64, and OMBCirculars A-87 (Cost Principles) and A-133 (Audits);

2. For Education Service Centers (ESCs): 28 CFR 35 Subparts A-E, 28 CFR 36 Subparts C 8. D, Appendix A,29 CFR 1630, 34 CFR 75 or 76 as applicable, 77, 79, 80, 81, 82, 85, 99, 104, 47 CFR 0 and 64, and OMBCirculars A-87 (Cost Principles) and A-133 (Audits);

3. For Institutions of Higher Education (IHEs): 28 CFR 35 Subparts A-E, 28 CFR 36 Subparts C & D, AppendixA, 29 CFR 1630, 34 CFR 74, 77, 79, 81, 82, 85, 99, 104, OMB Circular A-21 (Cost Principles), 47 CFR 0and 64, OMB Circular A-133 (Audits), and OMB Circular A-110 (Uniform Administrative Requirements);

4. For Nonprofit Organizations; 28 CFR 35 Subparts A-E, 28 CFR 36 Subparts C & D, Appendix A, 29 CFR1630, 34 CFR 74, 77, 79,81, 82,85, 99, 104, 47 CFR 0 and 64, OMB Circulars A-122 (Cost Principles) andA-133 (Audits), and OMB Circular A-110 (Uniform Administrative Requirements);

5. For State Agencies: 28 CFR 35 Subparts A-E, 28 CFR 36 Subparts C & D, Appendix A, 29 CFR 1630, 34CFR 76, 80, 81, 82, 85, 99, 104, 47 CFR 0 and 64, OMB Circulars A-87 (Cost Principles) and A-133(Audits), and OMB Circular A-110 (Uniform Administrative Requirements); and

6. For Commercial (for-profit) Organizations: 29 CFR 1630 and 48 CFR Part 31.7. For American Recovery and Reinvestment Act funded projects: FAR 52.204-11, 52.212-5, 52.214-26,

52.215-2, and OMB Guidance Memo M-09-15.

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Q. Point of Contact: All notices, reports and correspondence required by this Contract shall be in writing anddelivered to the TEA project manager listed below or their successors in office:

T.

TEAGloria ZyskowskiDeputy Associate CommissionerStudent Assessment DivisionTexas Education AgencyWilliam B. Travis Building1701 N. Congress AvenueAustin, Texas 787Q1

CONTRACTORWalter SherwoodRegional Vice PresidentState Services - Central RegionAssessment and InformationPearson, Inc.400 Center Ridge, Suite EAustin, Texas 78753

Time and Effort Record keeping: For those personnel whose salaries are prorated between or among differentfunding sources, time and effort records will be maintained by Contractor that will confirm the services providedwithin each funding source. Contractor must adjust payroll records and expenditures based on thisdocumentation. This requirement applies to all projects, regardless of funding source, unless otherwisespecified. For federally funded projects, time and effort records must be in accordance with the requirements inthe applicable OMB cost principles.

Federal Rules, Laws, and Regulations That Apply to all Federal Programs: Contractor shall be subject toand shall abide by all federal laws, rules, and regulations, pertaining to the Contract Project, including, but notlimited to:1. Americans With Disabilities Act, P.L. 101-336, 42 U.S.C. sec. 12101, and the regulations effectuating its

provisions contained in 28 CFR Parts 35 and 36, 29 CFR Part 1630, and 47 CFR Parts 0 and 64;2. Title VI of the Civil Rights Act of 1964, as amended (prohibition of discrimination by race, color, or national

origin), and the regulations effectuating its provisions contained in 34 CFR Part 100;3. Title IX of the Education Amendments of 1972, as amended (prohibition of sex discrimination in

educational institutions) and the regulations effectuating its provisions contained in 34 CFR Part 106, ifContractor is an educational institution;

4. Section 504 of the Rehabilitation Act of 1973, as amended (nondiscrimtnation on the basis ofhandicapping condition), and the regulations effectuating its provisions contained in 34 CFR Parts 104 and105.

5. The Age Discrimination Act of 1975, as amended (prohibition of discrimination on basis of age), and theimplementing regulations contained in 34 CFR, Part 110;

6. Family Educational Rights and Privacy Act of 1975, as amended, and the implementing regulationscontained in 34 CFR, Part 99, if Contractor is an educational institution;

7. Section 509 of H.R. 5233 as incorporated by reference in P.L, 99-500 and P.L 99-591 (prohibition againstthe use of federal grant funds to influence legislation pending before Congress);

8. P.L. 103-227, Title X, Miscellaneous Provisions of the GOALS 2000: Educate America Act; P.L. 103-382,Title XIV, General Provisions of the Elementary and Secondary Education Act, as amended; and

9. General Education Provisions Act, as amended.

Forms, Assurances, and Reports: Contractor shall timely make and file with the proper authorities all forms,assurances and reports required by federal laws and regulations. TEA shall be responsible for reporting to theproper authorities any failure by Contractor to comply with the foregoing laws and regulations coming to TEA'Sattention, and may deny payment or recover payments made fay TEA to Contractor in the event of Contractor'sfailure so to comply. Contractor who is indebted or owes delinquent taxes to the state will have any paymentsunder the Contract applied toward the debt or delinquent taxes owed the state until Ihe account is paid in full,regardless of when the debt or delinquency was incurred. This provision does not apply if the warrant ortransfer results in payments being made in whole or in part with money paid to the state by the FederalGovernment.

U. Signature Authority; Final Expression; Superseding Document Contractor certifies that the person signingthis Contract has been properly delegated this authority. The Contract represents the final and completeexpression of the terms of agreement between the parties. The Contract supersedes any previousunderstandings or negotiations between the parties. Any representations, oral statements, promises orwarranties that differ from the Contract shall have no force or effect. The Contract may be modified, amendedor extended only by formal written amendment properly executed by both TEA and Contractor.

V. Antitrust: By signing this Contract, Contractor, represents and warrants that neither Contractor nor any firm,corporation, partnership, or institution represented by Contractor, or anyone acting for such firm, corporation orinstitution has, (1) violated the antitrust laws of the Slate of Texas under Tex. Bus. & Com, Code, Chapter 15,or the federal antitrust taws; or (2) communicated directly or indirectly the Proposal to any competitor or anyother person engaged in such line of business during the procurement process for this Contract.

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W. Family Code Applicability: By signing this Contract, Contractor, if other than a state Party, certifies thatunder Section 231.006, Family Code, that Contractor is not ineligible to receive specified grant, loan, orpayment under this Contract and acknowledges that this Contract may be terminated and payment may bewithheld if this certification is inaccurate- TEA reserves the right to terminate this Contract if Contractor isfound to be ineligible to receive payment. If Contractor is found to be ineligible to receive payment and theContract is terminated, Contractor is liable to TEA for attorney's fees, the costs necessary to complete theContract, including the cost of advertising and awarding a second contract, and any other damages or reliefprovided by law or equity.

X. Dispute Resolution: The dispute resolution process provided for in Chapter 2260 of the Texas GovernmentCode must be used by TEA and Contractor to attempt to resolve all disputes arising under this Contract. Theparties may agree to mediation of their dispute at any time. However, if all issues in dispute are not completelyresolved through direct negotiations between the parties within 180 days after the agency receivesContractor's notice of claim, then the parties must submit the dispute to mediation before a mutuallyacceptable mediator in Travis County, Texas. The mediation must be completed on or before 270 days afterthe agency receives Contractor's notice of claim. Completion of the mediation is a condition precedent to thefiling of a contested case hearing under Chapter 2260. The agency's participation in mediation or any otherdispute resolution process shall not waive any of the agency's contractual or legal rights and remedies,including but not limited to sovereign immunity.

Y. Interpretation: In the case of conflicts arising in the interpretation of wording and/or meaning of varioussections, parts, Appendices, General Provisions, Special Provisions, Exhibits, and Attachments or otherdocuments, the TEA Contract and its General Provisions, Appendices and Special Provisions shall takeprecedence over all other documents which are a part of this contract.

Z. Education Sen/ice Center: No funds transferred to Regional Education Service Centers or to school districtsmay be used to hire a registered lobbyist.

AA. Compliance with Laws: Contractor shall comply with all federal, state, and local laws, statutes, ordinances,rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in anymatter affecting Contractor's performance, including if applicable, workers' compensation laws, minimum andmaximum salary and wage statutes and regulations, prompt payment and licensing laws and regulations. Forthe entire duration of the Contract, Contractor shall maintain all required licenses, certifications, permits, andany other documentation necessary to perform this Contract. When required or requested by the Agency,Contractor shall furnish TEA with satisfactory proof of its compliance with this provision.

SB. Public Information: The TEA is subject to the provisions of the Texas Public Information Act. If a request fordisclosure of this Contract or any information related to the goods or services provided under the Contract orinformation provided to the TEA under this Contract constituting a record under the Act is received by the TEA,the information must qualify for an exception provided by the Texas Public Information Act in order to bewithheld from public disclosure. Contractor authorizes the TEA to submit any information contained in theContract, provided under the Contract, or otherwise requested to be disclosed, including informationContractor has labeled as confidential proprietary information, to the Office of the Attorney General for adetermination as to whether any such information may be exempt from public disclosure under the Act. If meTEA does not have a good faith belief that information may be subject to an exception to disclosure, the TEA isnot obligating itself by this Contract to submit the information to the Attorney General. It shall be theresponsibility of the Contractor to make any legal argument to the Attorney General or appropriate court of lawregarding the exception of the information in question from disclosure. The Contractor waives any claimagainst and releases from liability the TEA, its officers, employees, agents, and attorneys with respect todisclosure of information provided under or in this Contract or otherwise created, assembled, maintained, orheld by the Contractor and determined by the Attorney General or a court of law to be subject to disclosureunder the Texas Public Information Act.

CC. Gratuities. By signing this Contract, Contractor represents and warrants that the Contractor has not given,offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift,loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submittedresponse.

DD. Venue and Jurisdiction: Subject to and without waiving any of (he Agency's rights, including sovereignimmunity, this Contract is governed by and construed under and in accordance with the laws of the State ofTexas. Venue for any suit concerning this solicitation and any resulting contract or purchase order shall be ina court of competent jurisdiction in Travis County, Texas.

EE Protests. Any actual of ptospective bidder, offerer, or contractor who is aggrieved in connection with thesolicitation, evaluation, or award of this or any other contract by the Texas Education Agency may submit aformal protest to the Director of the Agency's Contracts and Purchasing Division. This protest procedure shall

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be the exclusive method by which anyone may make a challenge to any aspect of the Agency's contractingprocess. The Agency will not be required to consider the merits of any protest unless the protest is submittedtimely, in a sworn written protest petition, and in strict compliance with all requirements in applicable law andAgency's rules (Title 19 of the Texas Administrative Code, at § 30.2002, or any amendment or successorrules).

If the protest procedure results in a final determination by the Agency that a violation of law has occurred in itscontracting process in a case in which a contract has been awarded, then the Agency may declare the contractvoid at inception. In that event, the party who had been awarded the contract shall have no rights under thecontract and no remedies under the law against the Agency.

FF, Liability for and Payment of Taxes: Contractor represents and warrants that it shall pay all taxes or similaramounts resulting from this Contract, including, but not limited to, any federal, State, or local income, sales orexcise taxes of Contractor or its employees. TEA shall not be liable for any taxes resulting from this Contract.

GG. Severability; In the event that any provision of this Contract is later determined to be invalid, void, orunenforceable, the invalid provision will be deemed severable and stricken from the contract as if it had neverbeen incorporated herein. The remaining terms, provisions, covenants, and conditions of this Contract shallremain in full force and effect, and shall in no way be affected, impaired, or invalidated.

HH. Conformance: The Contractor warrants that all goods and services furnished shall conform in all respects tothe terms of this Contract, including any drawings, specifications or standards incorporated herein, and anydefects in materials, workmanship, and free from such defects in design. In addition, respondent warrants thatgoods and services are suitable for and will perform in accordance with the purposes for which they areintended.

II. Felony Criminal Convictions: Contractor represents and warrants that Contractor has not and Contractor'semployees assigned to TEA projects have not been convicted of a felony criminal offense, or that, if such aconviction has occurred, Contractor has fully advised TEA as to the facts and circumstances surrounding theconviction.

JJ. Criminal Background Checks: If during the term of this Contract, Contractor, and/or Contractor staff, orsubcontractor have access to Texas public school campuses, all Contractor and/or Contractor's staff mustsubmit to a national criminal history record information review (includes fingerprinting) and meet all eligibilitystandards and criteria as set by Agency before serving in assignments on behalf of the Agency. Thisrequirement applies to all individuals who currently serve or will serve in Agency assignments that have thepossibility of direct contact with students. Assignments are contingent upon meeting Agency eligibilitystandards. Contractor and/or any staff member of Contractor who may perform services under this contractmust complete this criminal history review before the beginning of an assignment. If said individuals have notcompleted this requirement or the review results in a determination that Contractor is not eligible forassignment, this contract will be terminated effective immediately or the date of notice of non-eligibility,whichever is earliest.

KK. Assignment of Contract; This Contract may not be assigned, sold, or transferred without the express writtenconsent of the TEA Purchasing and Contracts Division. An attempted assignment after Contract awardwithout the TEA approval will constitute a material breach of contract.

LL. Buy Texas: In accordance with Government Code, Section 2155.444, the State of Texas requires that duringthe performance of a contract for services, Contractor shall purchase products and materials produced in theState of Texas when available at a price and time comparable to products and materials produced outside thestate. This provision does not apply if Contractor receives any federal funds under this Contract.

MM Excluded Parties List System: The Texas Education Agency is federally mandated to adhere to thedirections provided in the President's Executive Order (EO) 13224, Executive Order on Terrorist Financing -Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or SupportTerrorism and any subsequent changes made to it via cross-referencing respondents/vendors with the FederalGeneral Services Administration's Excluded Parties List System (EPLS, http://www.epls.gov), which isinclusive of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially DesignatedNational (SON) list. Contractor certifies that they are eligible to participate in this transaction and have notbeen subjected to suspension, debarment, or similar ineligibility determined by any federal, state or localgovernmental entity and that Contractor is in compliance with the State of Texas statutes and rules relating toprocurement and that Respondent is not listed on the federal government's terrorism watch list as described inExecutive Older 13224 Entities ineligible for federal procurement are listed at http7/wwvv eglIs.jggv

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NN. Suspension and Debarment: Contractor certifies that neither it nor its principals are presently debarred,suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in thistransaction by any federal, state or local government entity. If Contractor is unable to certify to any of thestatements in this certification, such prospective participant shall attach an explanation to this contract.

OO. Web Accessibility Policy: State taw requires State Agencies and institutions of higher education to providepersons and employees with disabilities access comparable to access and use provided to the public andState employees without disabilities for the following: telephones and other telecommunications products,information kiosks, transaction machines, internet websites, and multimedia resources. TEA adheres to thestandards set forth in TAG §206 State Web Sites, TAG §213 Electronic and Information Resources, and theFederal 508 requirements which may be viewed ath_ttg^/www.go vern or .state . jx , u s/d.isa b ilities/re sources/key la ws/access . This policy is applicable to all TEAcontractors who develop or provide any of the services or products listed above as a result of a TEA contractaward or approved vendor list. All documents created or developed under this Contract must also be compliantwith all slate and federal regulations for web accessibility (i.e., Americans with Disabilities Act (ADA)compliance, http: l_tvftm_ Ld

The Texas Government Code and Family Code sites referenced in this document may be viewed at;hitp^/wvvw.s[aiufesjegis.state.tx1us/

The Texas Administrative Code site referenced in this document may be viewed at:ht IpV/in f asg_s ; . s ta te , tx j

PP. Collusion: Contractor certifies and represents that Contractor has not colluded with, nor received anyassistance from, any person who was paid by TEA to prepare specifications or a solicitation on which arespondent's bid or proposal is based and will not allow any person who prepared the respective specificationsor solicitation to participate financially in any contract award.

QQ. Social Security Numbers Withheld: TEA will not provide Social Security Numbers (SSNs) to any Contractorunder this contract. TEA, it's contractors and their subcontractors, will not require or request school districts toprovide SSNs under this contract.

RR. Proprietary or Confidential Information: Contractor, it's employees and subcontractors, agree that inexecuting tasks on behalf of the TEA, they will not use any student-identifying information in any way thatviolates the provisions of FERPA, and will destroy or return all student-identifying information within thirty (30)days of project completion. Contractor also agrees not to disclose any information to which it is privy underthis Contract without the prior consent of the agency. Contractor wilt indemnify and hold harmless the State ofTexas, its officers and employees, and TEA, its officers and employees for any claims or damages that arisefrom the disclosure by Contractor or its contractors of information held by the State of Texas.

SS. Independent Contractor: Contractor shall serve as an independent contractor in providing services underthis Contract. Contractor's employees are not and shall not be construed as employees or agents of the Stateof Texas. Abandonment or Default: If the contractor defaults on the contract, TEA reserves the right to cancelthe contract without notice and either re-solicit or re-award the contract to the next best responsive andresponsible respondent. The defaulting contractor will not be considered in the re-solicitation and may not beconsidered in future solicitations for the same type of work, unless the specification or scope of worksignificantly changed. The period of suspension will be determined by the agency based on the seriousness ofthe default.

TT. Vendor Performance: All state agencies must report unsatisfactory vendor performance on purchases over325. OOQ Respondents who are in default or otherwise not in good standing under any other current or priorcontract with TEA at the time of selection will not be eligible for award of this contract. Agencies reportsatisfactory and exceptional vendor performance to assist in determining best value. In accordance with TexasGovernment Code, §2155.074 and §2155,75, vendor performance may be used as a factor in future contractawards.

A Contractor's past performance will be measured based upon pass/fail criteria, in compliance with applicableprovisions of §§2155.074, 2155.075, 2156.007, 2157.003, and 2157,125, Gov't Code. Respondents may failthis selection criterion for any of the following conditions:• A score of less than 90% in the Vendor Performance System,• Currently under a Corrective Action Plan through the Comptroller of Public Accounts (CPA),• Having repeated negative Vendor Performance Reports for the same reason,• Having purchase orders that have been cancelled in the previous 12 months for non- performance (i.e late

delivery, etc ).

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UU. Termination: This contract shall terminate upon full performance of all requirements contained in thiscontract, unless otherwise extended or renewed as provided in accordance with the contract terms andconditions.

1. Termination for Convenience: Either Party may terminate this Contract at any time, in whole or in part,without penalty, by providing thirty (30) calendar days advance written notice to the other Party. In theevent of such a termination, the Contractor shall, unless otherwise mutually agreed upon in writing, ceaseall work immediately upon the effective date of termination. TEA shall be liable for reimbursing only thoseexpenses incurred by the Contractor that are permitted under this Contract and were incurred prior to theeffective termination date.

2. Termination for Cause/Default: If the Contractor fails to provide the goods or services contracted foraccording to the provisions of the Contract, or fails to comply with any of the terms or conditions of theContract, TEA may, upon written notice of default to the Contractor, immediately terminate all or any partof the Contract. Termination is not an exclusive remedy, but will be in addition to any other rights andremedies provided in equity, by law or under the Contract.

TEA may exercise any other right, remedy or privilege which may be available to it under applicable law ofthe state and any other applicable law or may proceed by appropriate court action to enforce theprovisions of the Contract, or to recover damages for the breach of any agreement being derived from theContract. The exercise of any of the foregoing remedies will not constitute a termination of the Contractunless TEA notifies the Contractor in writing prior to the exercise of such remedy.

The Contractor shall remain liable for all covenants and indemnities under the Contract. The Contractorshall be liable for all costs and expenses, including court costs, incurred by TEA with respect to theenforcement of any of the remedies listed herein.

3. Termination Due to Changes in Law: if federal or state laws or regulations or other federal or staterequirements are amended or judicially interpreted so that either Party cannot reasonably fulfill thisContract and if the Parties cannot agree to an amendment that would enable substantial continuation ofthe Contract, the Parties shall be discharged from any further obligations under this Contract.

W. Amendments:1. All amendments to this Contract will be in a manner as prescribed by the Project Administrator of TEA,

subject to Paragraph B of the General Provisions and will be made on AMENDMENT TO TEXASEDUCATION AGENCY STANDARD CONTRACT form supplied by TEA. Amendments must be mailed tothe Purchasing and Contracts Division, Room 2-125, Texas Education Agency, Wifliam 8. Travis Building,1701 North Congress, Austin, Texas 78701. An amendment to this Contract will become effective on thedate of signature of TEA.

2. The Contractor is permitted to rebudget among direct cost categories within the approved budget to meetunanticipated requirements and to make limited changes to the approved budget without submitting awritten amendment. However, a revised budget document must be submitted to the TEA Project Managerfor approval. Once approved, the documents must be submitted and Contracts office and will beincorporated into the Contract file. Failure to submit the documents may result in invoices being rejected orpayment delayed.

3. Written amendments are required for the following Contract changes:a. any revision which would result in the need for additional funding;b. any revision to the scope or objectives of the Contract (regardless of whether there is an associated

budget revision requiring prior approval);c. a request to extend the period of the Contract;d. cumulative transfers among direct cost categories which exceed or are expected to exceed ten percent

of the current total approved budget categorye. any reduction of funds or reduction in the scope of work;f. whenever a line item within a class/object code is added;g. an increase in the quantity of capital outlay item(s) requested; andh. an increase or decrease in the number of positions charged to Contract.

All amendments must be signed by both parties.

WW Payment:Payment for goods or services purchased with State-appropriated funds is made by warrant (check) or byelectronic Direct Deposit from the State Treasury. Direct Deposit is the preferred method of payment. Any

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payment owed by an agency must be mailed or transmitted electronically to the vendor no later than 30 daysafter the later of:

(1) the day on which the agency received the goods;(2) the date the performance of the service under the contract is completed; or(3) the day on which the agency received the complete and correct invoice for goods or services.

Additional information and a Direct Deposit Authorization application may be found at:cga-statejx AJ s/frn/pay rnent/indexjhQ ,

1. Payment for service(s) described in this Contract is contingent upon satisfactory completion of theservice(s). Satisfaction will be determined by TEA's Project Administrator, in his sole discretion but inaccordance with reasonable standards and upon advice of his superiors in TEA, if necessary. Unlessotherwise stated, payment under this Contract will be made upon performance of services based uponsubmission of an expenditure report/invoice, properly prepared and certified, outlining expenditures by costcategory. Include the contract number, purchase order number, and the Texas Comptroller of PublicAccounts Texas Identification Number (TIN) on all invoices/expenditure reports. The cost categoriesprovided in the expenditure report/invoice must coincide with the cost categories detailed in the approvedbudget. A list of tasks/activities performed during the invoice period must accompany the expenditurereport/invoice. The final expenditure report/invoice is due within forty-five days after the end of the Contract.Payment on the final expenditure report is contingent upon receipt of all reports/products required by thisContract.

2. An encumbrance, accounts payable, and expenditure, as with all other contract accounting terms, will be asdefined in the Financial Accounting and Reporting Module of the TEA Financial Accountability SystemResource Guide. All goods must have been received and all services rendered by the ending date of thisContract in order for Contractor to include these costs as either expenditures or as accounts payable and,thereby, recover funds due. In no manner shall encumbrances be considered or reflected as accountspayable or as expenditures.

4. Contractor who is indebted or owes delinquent taxes to the state will have any payments under the contractapplied toward the debt or delinquent taxes owed the state until the amount is paid in full, regardless ofwhen the debt or delinquency was incurred. TEA shall determine whether a payment law prohibits theComptroller from issuing a warrant or initiating an electronic funds transfer to a person before TEA entersinto a written contract with that person.

Contractor may verify their account status by accessing the Comptroller's website atIf the account status message is "on vendor hold," the

contractor is advised to contact the Comptroller's Warrant Hold Section in the Division of RevenueAccounting at 1-800-531-5441 ext. 3-4561 for assistance in resolving the issue.

XX . Prohibition of text messaging and emailing while driving during official federal grant business: Federal grantrecipients and their grant personnel are prohibited from texting messaging white driving a governmentowned vehicle or while driving their own privately owned vehicle during official grant business, or from usinggovernment supplied electronic equipment to text message or email while driving. Recipients must complywith these conditions under Executive Order 13513, "Federal Leadership On Reducing Text MessagingWhile Driving," effective October 1, 2009.

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SPECIAL PROVISIONS -AProgram Specific

A. TestNav 7 Transition Risk Mitigation Plan for Texas

The Proposal for Contracted Services for Student Assessment 2010-2015 details several newfeatures and benefits associated with TestNav 7, in Section 7 (Online Activities) on pp 43—44. In orderto mitigate risks associated with the transition to TestNav 7 for TEA and Texas districts, Pearsonrecommends the following activities.

Quality Assurance and Verification:Per the provisions contained within the Quality Assurance Commitment and Service LevelAgreement, Pearson will perform several steps prior to the use of TestNav 7 in all onlineassessments.1) Functional Testing - Pearson will verify that the TestNav 7 platform and all forms are

functional across the entire range of platforms, operating systems, and browsers as specifiedby the published minimum technical requirements, and deliver a report summarizing theseresults to TEA.

2) Load & Performance Testing - Pearson will verify that the TestNav 7 platform will performwell under anticipated levels of normal and peak load, and deliver a report summarizing theseresults to TEA.

3) District- and Site-Based Confirmation Visits - Pearson will visit select districts and campusesin order to confirm that TestNav 7 setup and configurations {including proctor caching) willprovide sufficient support for successful district experiences with online testing. Pearson willdeliver a report summarizing these results to TEA.

Schedule for transition:Pearson proposes conducting a district pilot during the May 2011 End-of-Course administration,as detailed below. The first operational administration of TestNav 7 would start with the October2011 TAKS October Retest. The overall schedule of administration migrations would be asfollows:

1) May, 2011 - District pilot of TN7 using EOC2) October, 2011 - First operational TN7 administration - TAKS Exit Level Retest3) March, 2012 - Second operational TN7 administration - TAKS Exit level Retest4) March, 2012 - Third operational TN7administration - TELPAS5) April, 2012 - Fourth operational TN7 administration - TAKS Exit Level Retest6) May, 2012 - Fifth operational TN7 administration - EOC (all subjects)7) June, 2012 - Sixth operational TN7 administration - TAKS Exit level Retest

District Pilot of TestNav 7 - May, 2011:In order to best prepare districts for the TestNav 7 migration, Pearson recommends a TestNav 7pilot using three district and three EOC subjects at no additional cost to TEA.• Results from the pilot study will be used to draw lessons from this district's experience with

the migration, and to better tailor the following year's communications, technicaldocumentation and training materials for the statewide transition. These results will also beused to further verify that TestNav 7 setup and configurations will be sufficient for successfuldistrict experiences with the migration to TestNav7 beginning in the fall of 2011.

• The recommended candidates for the pilot districts would be those districts that tested asignificant number of their EOC-eligible students in 2010 and that were also visited in 2010 aspart of the site-based confirmation visits. Selection of districts will be mutually approved byTEA and Pearson.

• Recommendation for the subjects used would be English 1, World History and Biology. Note,under TestNav 7 all subjects and forms in the pilot will require Flash.

B. TREx - Pearson Access Link

The fREx-PearsonAccess link shall provide the student's overall scale score and the objective-level raw scoresfor the TAKS Exit Level tests and for End-of-Course tests by subject. Additionally, for each test/subject,

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PearsonAccess shall provide to TREx the met-standard and commended status of the test, and the date theassessment was taken. Additional assessment score information (such as longitudinal scores for other-gradeTAKS tests, TELPAS scores, etc.) going back to 2007 shall also be available for inclusion, at TEA'S request.

Pearson shall include a step within the process whereby, prior to sending the transcript to the SPEEDE system,TREx would require confirmation from the registrar that the assessment data provided by PearsonAccessmatches the assessment data Pearson previously provided to the district. This requirement shall complementthe current existing functionality within TREx requiring the requester to verify that he/she is authorized to releasethe student record or transcript information and attest to its accuracy.

The TREx format shall be extended to allow student assessment data from PearsonAccess to be inserted intothe student's transcript and student record. The assessment information in TREx will then be translated into theSPEEDE EDI format prior to sending to Higher Education (Higher Ed) institutions and will eliminate the need forattachments required for the SPEEDE recipients to obtain assessment information.

The high school student's transcript data shall be uploaded by LEAs in the TREx file format. The student'sassessment data will be provided directly from the state's assessment database, not by the LEA., Theassessment data will be bundled with the TREx transcript and sent as one bundled payload to Higher Ed.whenever a TREx transcript is sent to an Institution of Higher Education. The attestation step in TREx shallrequire the sending registrar to attest to the transcript's accuracy and the accuracy of the assessment data.TREx shall be modified so that it translates this data into the SPEEDE EDI specification, the preferred method ofIHEs.

C. Most Favored Nation Clause

1. Assurance

Pearson hereby provides assurance to the Texas Education Agency (TEA) that the pricing offeredunder the contract for Texas Contracted Services for Student Assessment RFP # 701-10-001shall not be less favorable than the pricing offered by Pearson to any other state or consortiumcustomer with a Similar Program.

2. Definitions

For purposes of this provision, Similar Program shall mean:

A K-12 assessment program, provided to a state or consortium of states, under which Pearsonprovides a substantially similar configuration of goods and services in substantially similar scope,quantity, and complexity.

For purposes of establishing examples of existing Pearson state contracts that Pearsonconsidered to be of a "Similar Program" to that of the State of Texas, Pearson has identified thefollowing:

A. A similar program in terms of n-count size is California (CA), however there are somedifferences in terms of testing mode, i.e. CA does not test online.

B- A similar program in terms of providing comprehensive services is Virginia (VA),however there are some differences such as n-count size and reporting timelinerequirements.

3. Annual Certification

Pearson shall certify compliance with this provision on an annual basis, to occur on or about theanniversary date of the first effective date of the contract. Pearson will provide such certification inthe form of a letter to the TEA Commissioner of Education.

4. Audit

TEA reserves the right to perform an audit of Pearson's compliance with this provision. Pearsonand TEA agree that such audit will be performed in accordance with the following requirements:

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a. Notice and schedule of audit are communicated and mutually agreed upon by TEA andPearson;

b. The first phase of the audit will be performed to identify the existence of any SimilarPrograms that are subject to pricing comparison under the provision;

c. The second phase of the audit will be performed to determine pricing comparisons uponthe Similar Programs identified in the first audit phase;

d. The third phase of the audit will be performed to determine whether the pricingcomparisons of the Similar Programs are in support of Pearson's assurance under thisprovision;

e. The parties agree that this provision shall not require access or disclosure of informationthat is restricted by contractual and confidential obligations to other third parties withouttheir express written consent; provided, however, that in the event of an audit under thisprovision, Pearson will not assert any contractual confidentiality right it may have as abasis for withholding information requested by TEA auditors; and provided further thatPearson will cooperate with TEA auditors and will act with reasonable diligence and ingood faith to assist the auditors in efforts to secure all necessary written consents fromother third parties.

f. The audit shall be performed only upon the execution of non-disclosure agreementsbetween all relevant parties to the audit, providing for the protection of confidential and/orproprietary information of TEA and Pearson; and

g. In the event that the parties differ in agreement regarding the scope and methods of auditperformance, the parties agree that the Texas Commissioner of Education or theCommissioner's designee and Pearson's President of Assessment & Information shallmeet to review and agree upon further procedures of resolution.

5. Limitations

This provision shall be subject to the following limitations:

a. This provision shall not apply to any contract obtained by Pearson via acquisition.b. This provision shall apply to the overall configuration of goods and services of a program

in substantially similar scope, quantity, and complexity, and in no event shall a pricingcomparison under the provision be applied to an individual category, element, unit, orcomponent.

D. INSURANCE: The Contractor shall maintain all required insurance coverage throughout the term of the Contract.

1. WAIVER OF SUBROGATION ENDORSEMENT: in favor of TEA shall be a part of each policy forcoverage listed. TEA will allow deductible policies. Contractor shall pay the deductible amount,

2. WORKERS' COMPENSATION INSURANCE: Amounts of coverage are minimums and notice provisionsare statutory (Texas Labor Code Chapter 406 and Title 28 Texas Administrative Code Chapter 110).Contractor is responsible for both Federal and State Unemployment Insurance coverage and StandardWorkers' Compensation Insurance coverage.

3. COMMERCIAL GENERAL LIABILITY INSURANCE: Bodily Injury/Property Damage:a) Not less than: $1,000,000 per occurrence with $2,000,000 aggregate; or $1,000,000 per

occurrence with $3,000,000 aggregate.

E. Force Majeure: Except as otherwise provided, neither Contractor nor TEA nor any agency of the State of Texas,shall be liable to the other for any delay in, or failure of performance, of a requirement contained in this Contractcaused by force majeure. The existence of such causes of delay or failure shall extend the period ofperformance until after the causes of delay or failure have been removed provided the non-performing partyexercises all reasonable due diligence to perform. Force majeurg is defined as acts of God, war, strike, fires,explosions, or other causes that are beyond the reasonable control of either party and that by exercise of dueforesight such party could not reasonably have been expected lo avoid, and which, by the exercise of allreasonable due diligence, such party is unable to overcome. Each party must inform the other in writing withproof of receipt within three (3) business days of the existence of such force majeure or otherwise waive thisright as a defense.

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F. Termination: The following clauses are a supplement to Clause UU of the General Provisions:

1. Rights upon Termination or Expiration of Contract: in the event that the Contract is terminated for anyreason, or upon its expiration, TEA shall retain ownership of all associated work products anddocumentation obtained from the Contractor under the Contract.

2. Survival of Terms: Termination of the Contract for any reason shall not release the Contractor from anyliability or obligation set forth in the Contract that is expressly stated to survive any such termination or by itsnature would be intended to be applicable following any such termination, including the provisions regardingconfidentiality, indemnification, transition, records, audit, property rights, dispute resolution, and invoice andfees verification.

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Special Provisions - B

Debarment and Suspension Certification(Required for all federally-funded contracts)

This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension.34 CFR Part 85, §85.510, Participants' Responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19,160-19,211). Copies of the regulations may be obtained by contacting the Divisionof Grants Administration of the Texas Education Agency at (512) 463-9269.

READ INSTRUCTIONS ON NEXT PAGE BEFORE COMPLETING CERTIFICATION

CERTIFYING STATEMENT

(1) The prospective lower tier participant certifies, by submission of this Contract, that neither it nor its principals arepresently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded fromparticipation in this transaction by any Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, suchprospective participant shall attach an explanation to this Contract.

Organization Name

Name and Title of Authorized Representative

Signature Date

Dept. of Education Form ED GCS-009 12/88

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GENERAL INSTRUCTIONS FOR SPECIAL PROVISIONS - BDEBARMENT AND SUSPENSION CERTIFICATION

Definitions:Lower Tier Participant - Any organization or person receiving a grant or contract. This'also includes subsequentsubgrants and subcontracts.Covered Transaction - The act of applying for federal funds or submitting a contract for federal funds.Lower Tier Transaction - The making of a (1) subgrant to another entity or person or (2) procurement contract by aLower Tier Participant to some other entity or person for goods or services, regardless of type, expected to equal orexceed a cumulative value of $25,000.Principals - An administration head, key project/grant management person, officer, director within the Lower TierParticipant's organization or within a suborganization or subcontractor (i.e., superintendents and the key person inthe school district who will exert control or management influence over this project. At a university, it would be thepresident and principal investigator).

INSTRUCTIONS FOR CERTIFICATION1. By signing and submitting this Contract, the prospective lower tier participant is stating that it is neither

debarred nor suspended.

2. This certification is a material representation of fact upon which reliance was placed when this certification wassigned. If it is later determined that the prospective lower tier participant knowingly rendered an erroneouscertification, in addition to other remedies available to the Federal Government, the department or agency withwhich this transaction originated may pursue available remedies, including suspension and/or debarment fromfederal funds participation.

3. The prospective lower tier participant shall provide immediate written notice to the organization to which thisContract is submitted if at any time the prospective lower tier participant learns that its certification waserroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,""participant," "person," "primary covered transaction," "principal," "contract," and "voluntarily excluded," asused in this certification, have the meanings set out in the Definitions and Coverage sections of rulesimplementing Executive Order 12549. You may contact the organization to which this Contract is submitted forassistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this Contract that, should the proposed coveredtransaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a personwho is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this coveredtransaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this Contract that it will include the two-paragraph "CERTIFYING STATEMENT" without modification, in all lower tier covered transactions and in allsolicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tiercovered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the coveredtransaction, unless it knows that the certification is erroneous.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in orderto render in good faith the certification required. The knowledge and information of a participant is not requiredto exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a coveredtransaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available tothe Federal Government, the department or agency with which this transaction originated may pursueavailable remedies, including suspension and/or debarment.

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Special Provisions - CPart A

Lobbying Certification(Required for all federally-funded contracts greater than $100,000)

Submission of this certification is required by the U.S. Department of Education and Section 1352, Title 31 of theUnited States Code. It is a prerequisite for making or entering into a subgrant or subcontract over $100,000 with anyorganization. (See next page of this schedule for further instructions.)

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or wilt be paid, by or on behalf of the undersigned, to anyperson for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with the makingof any Federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment, or modification of any Federal grant or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencingor attempting lo influence an officer or employee of any agency, a Member of Congress, an officer oremployee of Congress, or an employee of a Member of Congress in connection with this Federal grant orcooperative agreement, the undersigned shall complete and submit Standard Form - LLL, Special ProvisionsD Part B "Disclosure of Lobbying Activities," in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for allsubawards at all tiers (including subgrants, contracts under grants and cooperative agreements, andsubcontracts) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact on which the U.S. Department of Education and theTexas Education Agency relied when it made or entered into this grant or Contract Any organization thatfails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not morethan £100,000 for each such failure.

Organization Name

Name and Title of AuthorizecLRepresentative

Signature /Dafe

Dept. of Education Form ED 80-0008 11/89

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GENERAL INSTRUCTIONS FOR SPECIAL PROVISIONS - CPART A

LOBBYING CERTIFICATION

This is a Congress of the United States and the U. S. Department of Education requirement. The Contractor mustsubmit this schedule to TEA for a federal-funded contract(s) with an approved amount in excess of $100,000. TEAwill be unable to pay for any obligations established by the Contractor unless this schedule is submitted.

In addition, if the Contractor makes a subgrant or subcontract in excess of $100,000 to another organization of anytype, then the Contractor shall require this form to be filed with and retained by the Contractor. According to federallaw, failure to obtain the certification subjects the Contractor to civil penalties.

(1) This certification states that the Contractor is prohibited from using federal funds for influencing or attempting toinfluence any member of Congress or its employees or any federal agency employee concerning the making orawarding of a federal grant.

(2) This certification states that the Contractor is prohibited from using federal funds for influencing or attempting toinfluence any member of Congress or its employees or any federal agency employee concerning the making orawarding of a federal grant.

(3) This certification also states that if the Contractor pays or has paid any funds other than federal funds to any oneperson or organization for influencing or attempting to influence any member of Congress or its employees, orany federal agency employee concerning the making or awarding of a federal grant, that the Contractor willdisclose to whom payments were made, how much money was involved and the type of work involved. TheContractors must use Special Provisions D Part B, Disclosure of Lobbying Activities for complying with thisdisclosure requirement. The Contractor shall require this form to be filed with the Contractor on any subgrantsor subcontracts it makes in excess of $100,000 if funds have been spent as stipulated in this paragraph. TheContractor will then forward a legible copy of Special Provisions D Part B, Disclosure of Lobbying Activities tothe Texas Education Agency.

Additionally, this certification requires the Contractor to incorporate the language of this certification into any awardor Contract documents for awarding subgrants or subcontracts that exceed $100,000 and that subgrantees andsubcontractors shall certify and disclose accordingly.

17

Rev. 5/04/10

TEXAS EDUCATION AGENCY

Disclosure of Lobbying Activities

Complete this form to disclose lobbying activities for lobbying services procured (pursuant to Title 31 U.S.C. §1352).This disclosure form is required for any federal grant/contract received in excess of $100,000 and on anysubgrant/subcontract made by the grantee/contractor. (Read the instructions for this schedule for furtherinformation.) Do not complete and sign this disclosure form unless lobbying activities are being disclosed.

Federal Program Name:

1.

4.

6.

a.

10

11.

Type of Federal Action:

Q Contract

D Grant

2. Status of Federal Action 3. Report Type

Q Bid/Offer/Application D Initial Filing

D Initial Award Q Material Change

D Post-award Fof Ma(erjal Change On|y.

Year Quarter

Name and Address of Reporting Entity:n SubawardeeTier , if known:

Congressional District, if known:

Federal Department/Agency:

Federal Action Number, if known:

A) Name and Address of Lobbying Registrant

(If individual, Last name, First name, Ml):

Information requested through this form is authorized by Title31 U.S.C. §1352. This disclosure of lobbying activities is amaterial representation of fact upon which reliance wasplaced by the tier above when this transaction was made orentered into. This disclosure is required pursuant to Title 31U.S.C. §1352. This information will be reported to theCongress semi-annually and will be available for publicinspection. Any person who fails to file the requireddisclosure shall be subject to a civil penalty of not less than$10, 000 and not more than $100,000 for each such failure.

Federal Use Only.

Date of Last Report:

5. If Reporting Entity in No. 4 is Subawardee,Enter Name and Address of Prime:

Texas Education Agency1701 N. Congress AvenueAustin, Texas 78701

Congressional District: 10

7. Federal Program Name/Description:

CFDA Number, if applicable:

9. Award Amount, if known:$

B) Individuals Performing Services (includeaddress, if different from 10 A)

(Last name, First name, Ml):

Signature:

Print Name:

Title:

Telephone No:

Date:

Authorized for Local ReproductionStandard Form — LLL

(STCONT)

18Rev. 5/04/10

GENERAL INSTRUCTIONS FOR SPECIAL PROVISIONS - CPARTS

DISCLOSURE OF LOBBYING ACTIVITIES

The filing of this form is required for each payment or agreement to make payment to any lobbying entity forinfluencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, anofficer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federalaction. Complete all items that apply for both the initial filing and material change report.

1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence theoutcome of a covered Federal action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change tothe information previously reported, enter the year and quarter in which the change occurred. Enter the date ofthe last previously submitted report by this reporting entity for this covered Federal action.

Each organization shall file a disclosure form at the end of each calendar quarter in which there occurs anyevent that requires disclosure or that materially affects the accuracy of the information contained in anydisclosure form previously filed by such organization. An event that materially affects the accuracy of theinformation reported includes:

(a) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing orattempting to influence a covered Federal action; or

(b) A change in the organization(s) or individual(s) influencing or attempting to influence a covered Federalaction; or

(c) A change in the officer(s), employee(s), or Member(s) of Congress contacted to influence or attempt toinfluence a covered Federal action.

4. Enter the full name, address, city, state, and zip code of the reporting entity. Include congressional district, ifknown. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, aprime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the1st tier. Subawards, include but are not limited to, subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, stateand zip code of the prime Federal recipient. Include congressional district, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least oneorganizational level below agency name, if known. For example, Department of Transportation, United StatesCoast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the fullCatalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loancommitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g.,Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract,grant, or loan award number; the application/proposal control number assigned by the Federal agency). Includeprefixes, e.g., "RFP-DE-90-001."

9. For a covered Federal action where there has been an award by the Federal agency, enter the Federal amountof the award for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entityidentified in item 4 to influence the covered Federal action.(b) Enter the full names of the individual(s) performing services, and include full address if different from 10{a).Enter Last Name, First Name, and Middle Initial (Ml).

11. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

19Rev. 5;04/10

SPECIAL PROVISIONS - 0Historically Underutilized Business Subcontracting Plan (HSP)

(insert HSP here)

A. Contractor's HSP is attached and incorporated herein.

B. Any changes to the HUB Subcontracting Plan (HSP) must be approved by the Agency HUB Coordinatorbefore staffing changes are initiated.

C. Contractor must submit monthly compliance reports (Prime Contractor Progress Assessment Report (PAR)to the TEA HUB Coordinator, verifying their compliance with the HSP, including the use/expenditures theyhave made to all subcontractors. (The PAR is available at http://www.tea.state.lx.us/index2.asDx7id~7038 )

20Rev. 5/04/10

Special Provisions D

DEFINITION OF HISTORICALLY UNDERUTILIZED BUSINESS (HUB)

(As defined in V.T.CA, TX Govt. Code, §2161.001)

(2) "Historically underutilized business" means an entity with its principal place of business in this statethat is.

(A) a corporation formed for the purpose of making a profit in which 51 percent or more ofall classes of the shares of stock or other equitable securities are owned by one or moreeconomically disadvantaged persons who have a proportionate interest and activelyparticipate in the corporation's control, operation, and management;

(B) a sole proprietorship created for the purpose of making a profit that is completely owned,operated, and controlled by an economically disadvantaged person;

(C) a partnership formed for the purpose of making a profit in which 51 percent or more ofthe assets and interest in the partnership are owned by one or more economicallydisadvantaged persons who have a proportionate interest and actively participate in thepartnership's control, operation, and management;

(D) a joint venture in which each entity in the venture is a historically underutilized business,as determined under another paragraph of this subdivision; or

(E) a supplier contract between a historically underutilized business as determined underanother paragraph of this subdivision and a prime contractor under which the historicallyunderutilized business is directly involved in the manufacture or distribution of the goodsor otherwise warehouses and ships the goods,

(3) "Economically disadvantaged person" means a person who is economically disadvantaged becauseof the person's identification as a member of a certain group, including Black Americans, HispanicAmericans, women, Asian Pacific Americans, and Native Americans, and who has suffered theeffects of discriminatory practices or other similar insidious circumstances over which the person hasno control.

Added by Acts 1995, 74th Leg., ch. 41. § 1, eff. Sept. 1, 1995. Amended by Acts 1999, 76thLeg., ch. 1499, § 1.21, eff. Sept. 1, 1999,

Attachment C

Special Provisions D

Texas Education AgencyHistorically Underutilized Business

Subcontracting Plan (HSP)

In accordance with Texas Government Code § 2161.252, Texas Education Agency (TEA) has determined that subcontractingopportunities are probable under this contract. Therefore, respondents including State of Texas certified Historically UnderutilizedBusinesses (HUBs) must complete and submit a State of Texas HUB Subcontracting Plan (HSP) with their solicitation response.

NOTE: Responses that do not include a completed HSP shall be rejected pursuant to TGC § 2161.252 (b)

The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texasin accordance with the goals specified in the State of Texas Disparity Study. The HUB goals defined in 1 TAG §111.13, are: 11.9%-for Heavy Construction other than building contracts, 26.1% - for all Building Construction, including general contractorsand operative builders contracts, 57.2% - for all Special Trade Construction contracts, 20% - for Professional Servicescontracts, 33% - for all Other Service contracts and 12.6% - for Commodities contracts.

-- Agency Special Instructions/Additional Requirements -

SECTION 1 - RESPONDENT AND SOLICITATIONINFORMATION

Respondent (Company) Name:

Point of Contact: Matt Harper

NCS Pearson, Inc. State of Texas VIO #: 14108505273

Phone #: 512.989.5080

iIs your Company a State of Texas certified HUB? ( |- Yes

Solicitation #: 701 - 10 - 001

-No

SECTION 2 - SUBCONTRACTING OPPORTUNITIES!

TEA has identified probable subcontracting opportunities by NIGP Class and Item codes in the table below. However, TEAacknowledges there may be additional subcontracting opportunities. After having divided the contract work into reasonable lots orportions to the extent consistent with prudent industry practices, the respondent must identify what portion(s) of work, including goodsor services, will be subcontracted.

Note: In accordance with 1 TAG §111.12, a "Subcontractor" means a person who contracts with a vendor to work, to supplycommodities, or contribute toward completing work for a governmental entity.

Check the appropriate box regarding the subcontracting opporlunity(s):

£XJ- Yes, I will be subcontracting portion(s) of the contract

(If Yes, in the spaces provided below, Ust^ny additional portions, of^ workL nondgntified by TEA.4hal you will besubcontracting*, and go to SECTION 3)

j j- No, I will not be subcontracting any portion of the contract, and will be fulfilling the entire contract with my ownresources. (If No, complete SECTION 9 and 10)

"To list additional subcontracting opportunities, a continuation page is available at hUflV/www.jea.state -ty. ys/tea/hub/index.html

Line Item # - Subcontracting Opportunity Description

Transjxirtati on _/_ Frei ght

[3)' Printed Materials / Forms

4)- TechnologyServices

ProductionJvlatenals & Supplies

Li™? Item # - Subcontracting Opportunity Description

ProramSupport

9

*OTE: Attach supporting documentation (letters, phone logs, fax transmitlals, electronic malt, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

JEnter your company s name: NCS Pearson, Inc. Solicitation #: 701 - 10-001 JIMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting. You

may photocopy this page or download copies at http:f/www.tea.state.tx.us/teaJhub/lndex.htrnl.

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIES

Enter the line item number and description for the portion of work listed in SECTION 2. which you will be subcontracting.

Line Item # 1 Description: Test & item Development

SECTION 4 - MENTOR-PROTEGE PROGRAM

If respondent is participating as a Mentor in a State of Texas Mentor-Proteg6 Program, submitting their Protege (Proteg6 must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that sBecifjc portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Protege?

I- Yes, (I* Yes, complete SECTION 8 and 10) Q- No/Not Applicable (If No or Not Applicable, go to SECTION 5)

SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. All other contracts go to SECTION 6.

Does your HSP contain subcontracting of 20% or more with HUB(s)?

I I- Yes (If Yes, complete SECTION 8 and 10) O- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254002, "Professional Services" means services: (A) within the scope of the practice, as defined by state law of accounting:architecture; landscape architecture; land surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (&)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; alandscape architect; a land surveyor; a physician, including a surgeon; an optometrist; a professional engineer; a state cert/fed or state licensed real estateappraiser, or a registered nurse.

SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

Complying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at http://www.tbpc.state.tx.us/cmbl/cmblhub.htrnl and its HUBDirectory, found at http://www.tbpc.state.tx.us/cmbl/hubonlv.html to identify available HUBs.'

b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants. A list of trade organizations and development centers may be accessed athtt^//www.tbpc.state.tx,usyjiub/minoritywom^nbuslinj<s.hjrn .'

c. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than five (5) working days from their receipt of notice to respond and] providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than five (5)working days prior to the submission of your response to TEA.

List three (3) State of Texas certified HUBs you notified regarding the portion of work (subcontracting opportunity) listed in SECTION3. Specify the vendor ID number, date you provided notice and if you received a response.'

Company Name

Farace rjesign Group, jnc^

Nancy C. McDonald

Techniques Technical Writing^Illustration Services•ft—

viont1770696107900

1522387201900

1742884915600

Notice Date9/24/2009

9/24/2009

9/24/2009

Was Response Received

0- Yes D- NoS- Yes D- No£3- Yes D- No

JTIOTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev Q/2008

inter your company's name: NCS Pearson, Inc. Solicitation #: 701 - 10-001

IMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting. Youmay photocopy this page or download copies at http://www.tea.state.tx.us/tea/rLub/indejt.htrtil.

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIESEnter the line item number and description for the portion of work listed in SECTION 2, which you will be subcontracting.

Line Item ff 2 Description: Transportation / Freight

SECTION 4 - MENTOR-PROTEGE PROGRAMIf respondent is participating as a Mentor in a State of Texas Mentor-Proteg6 Program, submitting their Protege (Protege must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that specific portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Proteg6?

- Yes, (If Yes, complete SECTION 8 and 10) - No/Not Applicable (If No or Not Applicable, go to SECTION 5}

SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. AH other contracts go to SECTION 6.

Does your HSP contain subcontracting of 20% or more with HUB(s)?

O- Yes (If Yes, complete SECTION 8 and 10) [U- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254.002, "Professional Services" means services: (A) within the scope of the practice, as defined by state law of accounting:architecture; landscape architecture; land surveying: medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; alandscape architect; a land surveyor; a physician, including a surgeon; an optometrist; a professional engineer; a state certified of state licensed real estateappraiser; or a registered nurse.

SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITYComplying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at http://www,tbpc.state.tx.us/crnibl/cmblhybjitrnj and its HUBDirectory, found at http://www^b^c^state.IX.MS/Cm^bl/hubgnly,htmI to identify available HUBs.

b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants, A list of trade organizations and development centers may be accessed athttg://www.tbpc,state.[x.us/h^ .'

C. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than fjve^£5)_working days from their receipt of notice to respond and providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than fJyeJSjworking days prior to the submission of your response to TEA.

SECTION 7 - HUB FIRMS CONTACTED FOR SUBCONTRACTINGOPPORTUNITY

List three (3) State of Texas certified HUBs you notified regarding the portion of work {subcontracting opportunity) listed in SECTION3. Specify the vendor ID number, date you provided notice and if you received a response.

Was Response ReceivedS- Yes D- NoH- Yes D- NoELY_es CKNo_ j

OTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

Company NameBerry Logistics & TransportationLively DeliveryU.S. Couriers & Logistics (second tier to K2 Logistics)

VI 0 * Notice Date1 75285841 5800 9/25/200910206588153001204455301900

9/25/20099/25/2009

HSP Rev 9/2008

Special Provisions D

Enter your company's NCS Pearson, Inc Solicitation ft: 701 -10-001

SECTION 8 - SUBCONTRACTOR SELECTION

ist the subcontractors) you selected to perform the portion of work {subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of the work to be subcontracted and indicate if the company isa Texas certified HUB.

Company NameFarace Design Group, Inc.Nlancy C. McDonaldTechniques Technical Writing & Illustration ServicesTRI-LIN Integrated Services, Inc.Adobe TAM Supportvlargarrta Mi skaEducational Testing Service

VIO*1770696107900152238720190017428849156001900193787900

Expected %of Contract

0-04%0.53%0.09%0,75%0.06%0.01%3.78%

ApproximateDollar Amount

$200,000$2,403,740$400,000

$3,382,220$250.000$60,000

$17,007,248

Texas CertifiedHUB

S-Yes D- No-ES- Yes D- No-iS- Yes D- No'S- Yes D- No'D- Yes S-No*D- Yes £3- No*Q- Yes S- No*

SECTION 8 (CON'T) - SUBCONTRACTORSELECTION

*ff the subcontractors) you selected Is a non HUB, provide written justification of your selection process below:

Adobe TAM..Suppgrt_proyidgJ5_therequirgdjupport for the_eRevjew_gfgcess

in E_LL_ a_ndjj^^

Educational Testing Service_ha_s extensive experience in itemjiesign and development^

\'OTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof th« Good Faith Effort performed.

MSP Rev 9/2008

Special Provisions D

jEnteTyour company's NCS Pearson, Inc. Solicitation #: 701 - 10-001

ECTION 8 - SUBCONTRACTOR SELECTION

List the subcontractors) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of ihe work to be subcontracted and indicate if the company isa Texas certified HUB.

Company NameBerry Logistics & TransportationLively DeliveryU.S. Couriers & Logistics (second tier to K2 Logistics)MagRabbit (second tier to AAA Cooper)C.S. Logistics-edEx ExpressFedEx GroundFedEx FreightAAA Cooper<2 LogisticsAirray Trucking3on Hummer Trucking-leartland Express, Inc.vtorrison TruckingStutsman Transportation, Inc.Conway, Inc.

Expected %V1D n of Contract

1752858415800 0.02%1020658815300 0.02%1204455301900 0.56%1202214692700 0.11%1204858761700 0.01%

0.28%1 ,33%0,33%0.18%

N/A0.06%0.06%0.06%0.02%0.01%0.01%

ApproximateDollar Amount

$100,000$100,000

$2,500,000$500,000$50,000

$1,250,000$6,000,000$1,500,000$800,000

See U.S.C.L.$250,000$250,000$250,000$100.000$25,000$25,000

Texas CertiftedHUB

S- Yes D-No*B- Yes D- No*H- Yes D- No*H- Yes D- No*El- Yes D- No*D- Yes EJ- No'Q- Yes E3- No'D- Yes H- No*Q- Yes H- No*Q- Yes H- No*D- Yes H- No'D- Yes EJ- No*D-Yes S-No-O- Yes H- No*D- Yes B- No*D- Yes E3- No*

SECTION 8 (CON'T) - SUBCONTRACTORSELECTION

k*lf th« subcontractor(s) you selected is a non HUB, provide written justification of your selection process below:

Fgd_ExJ3rgu_nd_ was_sgjacted_ based on quick guaranteed[delivgry^ onlinejracking. and detiyer^area^ avajlabje.

FedExFrejgJTtj s^etecjejJjased on onjinjBjracjung,deliveryana^availablg, and value.AAA Cooper was selected based on delivery service area and best value. AAA Cooper will also establish second tier relationship with

HUB carn'erjjn support of this contract. ____K2 Logistics was selected based on expertise with transporting state assessment materials and delivering specialized carrier

Don

has pdrtn&Gd vvithJJS_Courier & Logistics (USCL) (certified HUB carrier) to provide Jhese services in__Texas.

Murray Trucking was selected based on delivery jiervice area and^yalue.

Humrner Tnjckjng^was^elected based on delivery service area and value.

^Etf nd. Exp/ess wa? selected based on dejivery service area and value. __ _

Morrison Trucking was selected based on delivery service area and value.

Transportation was selected based on delivery service area and value.

Conway was selected based on delivery service area and value.

NOTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof th« Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

[Enter your company's name: NCS Pearson, Inc. Solicitation #: 701 - 10-001

IMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting.may photocopy this page or download copies at http://www.tea.state.tx.us/tea/hub/lndex.html.

You

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIESEnter the line item number and description for the portion of work listed in SECTION 2, which you will be subcontracting.

Line Item # 3 Description: Printed Materials / Forms

SECTION 4 - MENTOR-PROTEGE PROGRAMIf respondent is participating as a Mentor in a State of Texas Mentor-Proteg6 Program, submitting their Protege" (Protege must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that specific portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Protege?

I- Yes, (If Yes, complete SECTION B and 10) CJ- No/Not Applicable (If No or Not Applicable, go to SECTION 5)

SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. All other contracts go to SECTION 6.Does your HSP contain subcontracting of 20% or more with HUB(s)?

| |- Yes (If Yes, complete SECTION 8 and 10) f~l- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254002, "Professional Sen/ices' means services: (A) within the scope of the practice, as defined by state law of accounting;architecture; landscape architecture; land surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B)provided in connecton with f/te professional empfoymen{ or practice of a person wrio (s licensed or registered as a certified public accountant; an arcfiffecf; alandscape architect; a land surveyor; a physician, including a surgeon; an optometrist; a professional engineer; a state certified or state licensed real estateappraiser, or a registered nurse.

.SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

Complying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at Mtp://www.tbpc.staje.tx.us/cmbl/cmblhub.html and its HUBDirectory, found at hUp:fhftww.tbpc.state.tx^usjcjT>bUhubonlv.htmt to identify available HUBs.

b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants. A list of trade organizations and development centers may be accessed athttpi//www.tbpc-state,tx.usyhub/mingritywomejibuslinks.htm .'

c. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than SyeiS) working days from their receipt of notice to respond and, providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than five (5)working days prior to the submission of your response to TEA.

List three (3) State of Texas certified HUBs you notified regarding the portion of work (subcontracting opportunity) listed in SECTION3. Specify the vendor ID number, date you provided notice and if you received a response.'

Company NameInternational Print S PackagingCross Media3ayside Printing

VIO#106147993840017526443837001741930264500

Notice Date10/1/20099/29/20099/29/2009

Was Response ReceivedS- Yes D- NoS- Yes D- NoS-Yes D-Na

rmi

JwOTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

Enter your company's NCS.Pearson, |nc Solicitation #.701-10 -001

SECTION 8 - SUBCONTRACTOR SELECTION

Jst the subcontractor(s) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of the work to be subcontracted and indicate if the company isa Texas certified HUB.

Company NameInternational Print & PackagingCross MediaBayside PrintingGinny's Printing, Inc.RR DonnelleyRegion IV Education Center

VID#106147993840017526443837001741930264500

Expected %of Contract

0.06%0.44%0.06%0.28%4.17%0.27%

ApproximateDollar Amount

$250,000$2,000,000$250,000

$1,250,000$18,750,000$1,225,000

Texas CertifiedHUB

H- Yes D- No'S- Yes D- No*S- Yes D- No'D-Yes S-No*D- Yes H- No-D- Yes H- No'

SECTION 8 (CON'T) - SUBCONTRACTORSELECTION

*lf the subcontractor(s) you selected is a non HUB, provide written Justification of your selection process below:

Ginny's Printing^ selected based on cap_acity.__expgdited services^ available equipment, and schedules.

R.R. Donnelley was seJecteo^based on volume capacities, available equipment. jnd_grinting schedules.

RegionJV Education CenteMvas selected_ba_sed on their Brajlle printmg cagab^ijities.

Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

JEnter your company's name: NCS Pearson, Inc. Solicitation #: 701 - 10-001

IMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting.may photocopy this page or download copies at http://www,tea,state.tx.us/tea/hut)/index,html.

You

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIES

Enter the line item number and description for the portion of work listed in SECTION 2, which you will be subcontracting.

Line Item # 4 Description: Technology Services

SECTION 4 - MENTOR-PROTEGE PROGRAMIf respondent is participating as a Mentor in a State of Texas Mentor-Protege Program, submitting their Protege (Protege must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that specific portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Protege?

|- Yes, (If Yes, complete SECTION 8 and 10) C3- No/Not Applicable (If No or Not Applicable, go to SECTION 5)a-SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. All other contracts go to SECTION 6.

Does your HSP contain subcontracting of 20% or more with HUB(s)?

PI- Yes (If Yes, complete SECTION 8 and 10) Q- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254,002, "Professional Services" means services: (A) within the scope of the practice, as defined by state law of accounting:architecture: landscape architecture: land surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; alandscape architect; a tend surveyor: a physician, including a surgeon; an optometrist; a professional engineer; a state certified or state licensed real estateappraiser; or a registered nurse.

.SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

Complying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

d. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at http://www.tbpc.state.tx.us/cmbl/cmblhub.html and its HUBDirectory, found at http://www.tbpc.5tate.tx.us/cmbl/hubonly.html to identify available HUBs.1

e. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants. A list of trade organizations and development centers may be accessed athttp://www.tbpc.state.tx.us/hub/mingntvwomenbuslinks.htm ,1

f. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than five (5) working days from their receipt of notice to respond and providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than five (51working days prior to the submission of your response to TEA.

List three (3) State of Texas certified HUBs you notified regarding the portion of work (subcontracting opportunity) listed in SECTION3. Specify the vendor ID number, date you provided notice and if you received a response.1

Company NameeMetric, LLC.Olive Interactive Design & MarketingInspired eLeaming, Inc.

V1D#174295833410015625972565001200032426400

Notice Date9/25/20099/25/20099/25/2009

Was Response Received0- Yes D- No

D- Yes S- NoD- Yes 0- No

.

of the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

Enter your company's NCS.Pear son. jnc_ Solicitation #: 701-10-001

iSECTtON 8 - SUBCONTRACTOR SELECTION

List the subcontractors) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of the work to be subcontracted and indicate if the company isa Texas certified HUB,

Company NameeMetric, LLCMeta MetricsDesire2 LearnVangent

Expected %VI D # of Contract

1742958334100 0.08%0.08%1.93%0,18%

ApproximateDollar Amount

$351,900$360,000

$8,690,000$790.000

Texas CertifiedHUB

H- Yes Q- No*D- Yes S- No"D- Yes C3- No*D- Yes £3- No*

SECTION 8 (CONT) - SUBCONTRACTORSELECTION

*lf the subcontractor(s) you selected is a non HUB, provide written justification of your selection process below.

MetaMetricjtjyas^selectedjased on their experience and they are the only provider of Lexi'le measures.

Desire2Learnj gs selected on thejrj.MS product best matches the specific and complex requirements of the Texas online training^

program.

Vangent was sejected because of their in-depth knowledge or and prior experience with both the TELPAS program contentrequirements and also the critical SCORM template structures required for successful interoperability with the LMS architecture.

JJ4OTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

[Enter your company s name: NCS Pearson. Inc. Solicitation 701 - 1Q-QQ1 JIMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting. You

may photocopy this page or download copies at http://www.tea.state.tx.us/tea/hu.b/lndex.html.

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIES

Enter the line item number and description for the portion of work listed in SECTION 2, which you will be subcontracting.

Line Item t*5 Description: Production Materials & Supplies 1SECTION 4 - MENTOR-PROTEGE PROGRAM

If respondent is participating as a Mentor in a State of Texas Mentor-Prot6g6 Program, submitting their Protege (Protege must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that specific portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Protege?

I- Yes, (If Yes, complete SECTION 8 and 10) Q- No/Not Applicable (If No or Not Applicable, go to SECTION 5)

SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. All other contracts go to SECTION 6.

Does your HSP contain subcontracting of 20% or more with HUB(s)?

PI- Yes (If Yes, complete SECTION 8 and 10) Q- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254002, "Professional Services' means services: (A) within the scope of the practice, as defined by state law of accounting:architecture; landscape architecture; &nd surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; alandscape architect; a land surveyor; a physician, including a surgeon; an optometrist; 9 professional engineer; a state certified or state licensed real estateappraiser; or a registered nurse.

SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

Complying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

g. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at http://www.tbpc.state,tx.us/cmbl/cmblhub.html and its HUBDirectory, found at http://wwwJbpc.state.tx.us/crnbl/hubQnlv.himl to identify available HUBs.

h. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants. A list of trade organizations and development centers may be accessed athtt^//www.tbpc.jtate.tx.us/hub/minoritvwofnenbuslinks.htrn /

i. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than five (5) working days from their receipt of notice to respond and providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than five j_5)working days prior to the submission of your response to TEA.

List three (3) State of Texas certified HUBs you notified regarding the portion of wort (subcontracting opportunity) listed in SECTION3. Specify the vendor ID number, date you provided notice and if you received a response.'

Company Namentemational Print A PackagingBates Container, Ltd.Vestem Paper Company, Inc.

V1D*106147993840017108884873001731000897800

Notice Date

tO/1/200910J1J200910/1/2009

Was Response ReceivedD-NoQ-No

1- Yes D- NoJ? NOTE: Attach supporting documentation (tetters, phone togs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Enter your company's NCS Pearson. Inc. Solicitation #:70MO-001

SECTION 8 - SUBCONTRACTOR SELECTIONList the subcontractor(s) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of the work to be subcontracted and indicate if the company isa Texas certified HUB,

Company NameInternational Print & PackagingBates Container, Ltd.Western Paper Company. Inc.

VIDtf106147993840017108684873001731000897800

Expected %of Contract

0.17%0.31%0.08%

ApproximateDollar Amount

$750,000$1,375,000$375,000

Texas CertifiedHUB

El- Yes ID- No'E3- Yes D- No*S-Yes Q-No*

SECTION 8 (CON'T) - SUBCONTRACTORSELECTION

*lf the subcontractors) you selected is a non HUB, provide written justification of your selection process below:

: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

|Enter your company's name. NCS Pearsonjnc. Solicitation #; 701 - 10-001

IMPORTANT: You must complete a copy of this page for each portion of the contract that you will be subcontracting. Youmay photocopy this page or download copies at http://www.tea.state.tx.us/tea/hub/lndex.html.

SECTION 3 - RESPONDENT SUBCONTRACTING OPPORTUNITIES

Enter the line item number and description for the portion of work listed in SECTION 2, which you will be subcontracting.

Line Item # 6 Description: Program Support

SECTION 4 - MENTOR-PROTEGE PROGRAM

If respondent is participating as a Mentor in a State of Texas Mentor-Protege Program, submitting their Protege (Protege must be aState of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3,constitutes a Good Faith Effort towards that specific portion of work.

Will you be subcontracting the portion of work listed in SECTION 3 to your Protege?

I I- Yes, (If Yes, complete SECTION 8 and 10) [X]- No/Not Applicable (If No or Not Applicable, go to SECTION 5)

SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY

This section applies to Professional Services Contracts only. AN other contracts go to SECTION 6.

Does your HSP contain subcontracting of 20% or more with HUB{s)?

|~~]- Yes (If Yes, complete SECTION 8 and 10) Q- No/Not Applicable (If No or Not Applicable, go to SECTION 6)

In accordance with TGC §2254.002, "Professional Services' means services: (A) within the scope of the practice, as defined by state law of accounting,architecture; landscape architecture; land surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B)provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; alandscape architect; a land surveyor; a physician, including a surgeon, an optometrist; a professional engineer; a state certified or state licensed real estateappraiser; or a registered nurse.

SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY

Complying with a, b and c of this section constitutes a Good Faith Effort towards the portion of work listed in SECTION 3.After performing the requirements of this section, complete SECTION 7, 8 and 10.

j. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State ofTexas' Centralized Master Bidders List (CMBL), found at http://www.tbpc.state.tx.us/cmbl/cmblhub.html and its HUBDirectory, found at http://www.tbpc.state.tx.us/cmbl/hubpnly.html to identify available HUBs.1

k. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization ordevelopment center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to theirmembers/participants. A list of trade organizations and development centers may be accessed athttp://www.tbpc.state.tx.us/hub/minoritvwomenbuslink5.htfn .'

I. Written notifications should include the scope of work, information regarding the location to review plans and specifications,bonding and insurance requirements, required qualifications and identify a contact person. Unless TEA has specified a differenttime period, you must allow the HUBs no less than five [5Lworking days from their receipt of notice to respond and providenotice of your subcontracting opportunity to a minority or women trade organization or development center no less than five (5)working days prior to the submission of your response to TEA.

List three (3) State of Texas certified HUBs you notified regarding the portion of work (subcontracting opportunity) listed in SECTION3. Specify the vendor 10 number, date you provided notice and if you received a response.'

Company NameATC Business SolutionsOn-Target Supplies & LogisticsR.W.G. Gonzales Office Products

174195517610017525934661001223874665000

.

Notice Date9/25/20099/25/20099/25/2009

Was Response Received

S- Yes D- NoH- Yes D- NoE3- Yes Q- No

NOTE: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

lEnter your company s NCS Pearson. Inc. Solicitation #:701-10- 001

SECTION 8 - SUBCONTRACTOR SELECTION

List Ihe subcontractors) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specifythe percentage of work be subcontracted, the approximate dollar value of the work to be subcontracted and indicate if the company isa Texas certified HUB.

Company NameATC Business SolutionsOn-Target Supplies & LogisticsR.W.G. Gonzales Office Products< Strategies Group LLC

3 Event MarketingCommunication By Hand>. Jack M. Fletcher, University of HoustonWhite Lodging, LLC.

VID#1741955176100175259346610012238746650001291911349300

1 7429096500001161730548400

Expected %of Contract

0.03%0.33%0.02%0.05%

0.02%0,01%0.11%0.84%

ApproximateDollar Amount

$120,000$1,500,000

$75,000$225,000

$75,000$12,500$500,000

$3,770,025

Texas CertifiedHUB

S- Yes Q- No'S3- Yes D- No*H- Yes D- No'E3- Yes D- No*

H- Yes D- No'S-Yes D-No'Q- Yes S- No'D- Yes H- No'

SECTION 8 (CONT) - SUBCONTRACTORSELECTION

*lf the subcontractors) you selected is a non HUB, provide written justification of your selection process below:

Dr. Fletcher, University of Houston was selected based on his experience working with Texas data, TEA, and is nationally recognized

for his work in early reading development. __..___...

White Lodging, LLC was selected based on best yalue__and_|gca_tjgn_gf_prqp_efties in conjunction with proposed meeting facilities.

>iVOTE: Attach supporting documentation (letters, phone fogs, fax transmittals, electronic mail, etc demonstrating evidenceof the Good Faith Effort performed.

HSP Rev 9/2008

Special Provisions D

i

SECTION 9 - SELF PERFORMANCEJUSTIFICATION

(If you responded "No" to SECTION 2, you must complete SECTION 9 and 10)

Provide justification, in (he space provided below, on how you intend to complete the entire contract using your own employees,materials, supplies and equipment. Attach any supporting documentation.

SECTION 10-AFFIRMATION

As evidenced by my signature below, I affirm that I am an authorized representative of the respondent, listed in SECTION 1, and thatthe information and supporting documentation submitted with the HSP are true and correct. Respondent understands and agreesthat, if awarded any portion of the solicitation:

• The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report (PAR) to the TEA HUBCoordinator, verifying their compliance with the HSP, including the use/expenditures they have made to subcontractors.(The PAR is available at http://wvyw.tea,stateJx.us/tea/hub/index.htrnl )

• The respondent must seek approval from TEA prior to making any modifications to their HSP. If the HSP is modified withoutTEA'S prior approval, respondent may be subject to debarment pursuant to TGC § 2161,253(d).

• The respondent must, upon request, allow TEA to perform on-site reviews of the company's headquarters and/or work-site whereservices are to be performed and must provide documents regarding staff and other resources.

*~V—f————

Signature Printed Name Title / Date

: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc demonstrating evidenceof th« Good Faith Effort performed.

HSP Rev 9/2008

Insert Pearson's Best and Final Offer for Section 47, Data Portal, dated February 9, 20103, 2009, here asreferenced in Appendix 1, Line Item No. B

21Rev. 5/04/10

Insert Pearson's Proposal Response Document, dated November 13, 2009. here as referenced inAppendix 1, Line Item No. C

22Rev. 5/04/10

Insert RFP No. 701-10-001 Document, issued September 4, 2009, here as referenced in Appendix I, LineItem No. D.

23Rev. 5/04/10