MEMORANDUM OF AGREEMENT Between AMERICAN UNIVERSITY’S SCHOOL OF EDUCATION And WASHINGTON LAB SCHOOL This Agreement is made this 27 day of August, 2004,(hereinafter “Effective Date”) by and between American University (hereinafter “AU”), a Congressionally-chartered, non-profit institution of higher education located at 4400 Massachusetts Avenue, N.W., Washington, DC 20016, through the School of Education (hereinafter “SOE”) and Washington Lab School (hereinafter “WLS”) a notfor profit organization located at 4759 Reservoir Road, N.W., Washington, DC 20007 (“the Parties”). 1. Purpose. A. Offer American University courses on WLS premises. The School of Education (SOE) at American University (AU) has a 36 credit hour Masters in Special Education, in both full-time and part-time formats at its main campus in Northwest Washington, DC. SOE will periodically offer special education courses at WLS facilities in Washington, DC for SOE students in the main special education: Learning Disabilities program. WLS agrees to provide facilities for these courses at its Washington, DC site. B. Provide tuition remission vouchers to WLS for supervising SOE student teachers. SOE depends upon and values supervisor services provided by WLS cooperating educators in the professional preparation of SOE student teachers. The Master of Arts in Special Education: Learning Disabilities (SE:LD) program requires practical experiences for degree candidates, including a supervised internship. A number of students in MA in SE:LD program complete their internship at WLS each year. In appreciation of the provision of these service, the WLS director will receive one (1), one-credit tuition remission voucher for every 600 clock hours of supervised internship per semester. 2. WLS Management, Staff Support and Security. WLS will provide on-site facility support staff members and, as needed, on-site Technology Support staff to support the lecture and technical classes as needed. Facility support will be available for all classes; technical support will be provided only for those classes where technology is used. Facility support includes lecture classroom set-up and breakdown, AV, and other related lecture classroom needs for all classes. Technology support includes PC management, any SOE-provided software, and other related needs. WLS Technology Support Staff will work closely with AU/SOE staff to coordinate access and technical support when the technical classes are in the school. As necessary, WLS will supply cooperating educators in the professional preparation of SOE students. Cooperating supervisor field service to three (3) SOE student teachers on a full-time basis for 15 weeks or more is valued at 3 tuition remission credits. Service to fewer than three (3) students and/or less than 15 weeks will be prorated. 1 WLS will provide security coverage at all class meeting locations. Security personnel will be stationed at the lobby of the 4759 Reservoir Road, NW, building at least one-half hour prior to the start of class and one-half hour after each class. All students enrolled in AU courses, must have a valid American University student identification card. 3. Tuition, Fees and Class Sizes. With at least ten (10) students per class, SOE will discount its normal tuition rate of $930 per credit hour for all SOE students enrolled in courses at WLS for degree credit, non-degree and those auditing to $783 per credit hour (the off-campus rate). Courses offered on the main campus in the special education program will be charged at the normal tuition rate of $930. These tuition rates are in effect for the academic year 2003-2004. These rates are subject to change annually as approved by the AU’s Board of Trustees. Students will be billed directly by AU and be responsible for paying their tuition and fees directly to AU at the beginning of each semester. Students will also be responsible for paying for their own books. In addition, the following fees will be assessed for all part time graduate students: Graduate Student Services fee of $30.00 per semester; a technology fee of $20 per semester; and a Sports Center fee of $30 per semester. The minimum class size that is economically feasible is ten (10) students. If the minimum number of students in a class drops below ten (10), the class will be terminated and SOE students will be permitted to continue their studies in the regular program at the AU main campus. 4. Facilities and Infrastructure. WLS will provide security and classrooms to accommodate 20-30 students. The location will be in WLS facilities in Washington, DC. WLS will provide the infrastructure to include (1) classroom facilities, (2) breakout rooms for team meetings, (3) technical support during the times of classes, and (4) security. Classroom facilities will include chairs and writing tables to accommodate up to 30 students, plus a mobile black/whiteboard, podium, screen, computer projector, overhead projector, restrooms, and access/security for facilities. Network support should accommodate database access and Internet access to the AU network. 5. Insurance/Liability and Hold Harmless. AU agrees to provide WLS with a certificate of insurance showing evidence of General Liability and Workers Compensation insurance and naming WLS as an additional insured for all AU staff who will be on-site at WLS in Washington, DC. WLS shall, without limit, indemnify, hold harmless, and at AU’s election, defend the university, its officers, agents, employees, students, executors and assigns with respect to any and all claims damages, judgments, actions and causes of action arising out of the acts or omissions of WLS, its employees and agents, related to the provision of services under this Agreement, including all costs, expenses and attorney’s fees incurred in the defense of any and all claims and/or litigation. AU shall, without limit, indemnify, hold harmless, and at WLS’s election, defend WLS, its officers, agents, employees, students, executors and assigns with respect to any and all claims, damages, judgments, actions and causes of action arising out of the acts or omissions of AU, its agents and employees, related to the provision of services under this Agreement, including all costs, expenses and attorneys’ fees incurred in the defense of any and all claims and/or litigation. Both Parties certify that they have sufficient insurance coverage or collateral resources for this indemnification. 2 6. SOE Curriculum, Student Teaching and Staffing. All special education courses offered at WLS will be taught by SOE faculty. Courses will be part of the existing SOE curriculum with additional areas to be covered as a function of the SOE student interest and on advice of SOE faculty. In addition, SOE will use cooperating educators from WLS to supervise student teachers as needed. 7. Class Times and Location. Classes will occur evenings from approximately 5:30 p.m. to approximately 8:10 PM, unless jointly agreed otherwise by all faculty, coordinators and students. The SOE regular semester schedule will be followed: Summer Semester (mid-May to mid-August), Fall Semester (late August to mid-December), and Spring Semester (mid-January to mid-May). 8. Academic Advising and Program Monitoring. SOE will assign a staff member to the program with responsibilities for coordination and for student advising and registration. Quality of the program and student satisfaction will be monitored at the end of each course, at which time students will complete course evaluations. 9. Graduate Financial Aid. The AU Financial Aid Office is prepared to answer any questions applicants or students might have regarding financial aid, and to share information on other funding sources. The process of applying for financial aid requires time and attention to detail. Further details can be reviewed at the Financial Aid section of the AU Web-site (http://www.american.edu/admissions/fahome.html). 10. Tuition Remission Vouchers for WLS Cooperating Educators. The head of WLS will receive one full 3-credit tuition remission voucher for every three SOE students who have completed 15 weeks or more of student teaching under the following conditions. *Vouchers may be awarded to other professional within WLS by the head of WLS. *Vouchers will be accepted as partial or total payment for tuition charges upon presentation to the Cashier’s Office at the time of enrollment for a credit course offered by The American University. Vouchers do not cover lab, registration, or other special fees. *All tuition vouchers expire after twenty four (24) months from the date of issue or next registration period but carry a dollar value congruent with the tuition rate on the date of issue. *Cooperating professionals are limited to the equivalent of one, three credit tuition remission voucher per semester and may receive no more than four within a five year period. *Vouchers that have been lost or misplaced can be reissued within the expiration date. Expired vouchers will not be updated. *It should be noted that the Internal Revenue Service may consider the market value of the voucher as taxable income. 11. Program Marketing & “Marks”. WLS and SOE will jointly market the Master’s in Special Education program to WLS employees and to non-WLS employees. SOE will periodically offer Information Sessions for WLS employees at WLS facilities. WLS and SOE will have joint periodic press releases about the program. SOE and WLS will publicize the partnership on their respective web-sites and will provide links to each others’ web-sites. 3 Each party acknowledges that the other party’s tradeworks, trademarks, trade dress, trade names, logos and any other indications of origin (“mark”) are owned solely and exclusively by that other party. Any use of a party’s marks shall be subject to the other party’s written approval. 12. Admissions Requirements. All prospective students and applicants to any SOE program are subject to admission requirements as provided in American University’s catalog. Any WLS students formally admitted to the MA in Special Education will be issued AU identification cards and they will be permitted to use AU facilities such as the library and computer labs if they desire. They will have all of the rights and responsibilities of students at AU’s main campus. 13. Student Records. All official student information records maintained by American University are considered confidential. Only information required for normal university operations is kept on file. Only those personnel who have legitimate need for student information records in the course of carrying out their normally assigned university duties have the right to access student records. 14. Students Leaving WLS Employment. Students leaving WLS for any reason will be permitted to continue their studies at American University as long as they remain in good standing in the University. Any student who is still an WLS employee after the semester begins and is enrolled in a course after the University's add/drop period will continue to pay the rates offered under the terms of this Agreement. 15. Governing Law. The validity, construction, scope and performance of this Agreement shall be governed by the laws of the District of Columbia. 16. Duration of the Agreement. The initial term of the Agreement shall be two (2) years commencing on the Effective Date. Following the initial term, and upon the mutual agreement of the Parties, the Agreement will be reviewed by the parties for appropriate changes based on their experience in the initial term and may be extended in this or a modified form for an additional term of three (3) years or such other term as agreed. 17. Termination. Either party may terminate this Agreement at any time upon giving no less than thirty (30) days written notice to the other party. 18. Non Assignment. Neither party may assign this Agreement without the prior written consent of the other party. 19. Subcontracting. None of the services to be provided hereunder, or any portion thereof, shall be subcontracted by WLS, without the prior written consent of AU, which consent will not be unreasonably withheld. 20. Notice. For notice required by this Agreement, the following addresses shall be used and deemed to have been sufficiently given when personally delivered or transmitted by certified or registered United States Mail as follows: TO: AMERICAN UNIVERSITY: Sarah Irvine Belson, Dean School of Education American University 4400 Massachusetts Avenue, N.W. Washington, DC 20016-8071 TO: 4 WASHINGTON LAB SCHOOL Sally L. Smith Founder & Director 4759 Reservior Rd., NW Washington, DC 20007 21. Entire Agreement. The foregoing states the entire agreement between the parties, and supersedes any prior understanding, commitments, or agreements, oral or written. Upon signing by their duly authorized representatives, this Agreement shall become a mutually binding agreement by and between American University and the Washington Lab School and can only be changed in writing. No terms may be modified or waived except by the mutual written consent of both parties. If any term of provsion of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. NOW INTENDING TO BE LEGALLY BOUND, the parties hereto have caused their duly authorized representative to execute the Agreement on the day and date first above written. FOR AMERICAN UNIVERSITY: FOR WLS: Sarah Irvine Belson Name Diana Meltzer Name Dean, School of Education Title Associate Head of School- The Lab School of Washington (WLS) Title Signature Signature Date Date Brian Blair Name Director of Procurement & Contracts Title Signature Date 5