Prepared by the Attorney General of West Virginia C O N T R A C T. Group I

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1 Prepared by the Attorney General of West Virginia C O N T R A C T Group I THIS CONTRACT, made and entered into this 10th day of December 2012, by and between the West Virginia Board of Education, party of the first part, and Company Name, of the City of??????, State of???, party of the second part, WITNESSETH THAT WHEREAS, on the 13th day of February 2012, said party of the first part requested sealed bids from various vendors of instructional materials in the United States for the furnishing of textbooks, instructional materials, and learning technologies in certain subjects required to be taught in the public schools of the State of West Virginia; NAMELY, Social Studies in accordance with adoption groups as provided by law and policy adopted by the West Virginia Board of Education for a period beginning the first day of July 2013, and extending to the thirtieth day June 2019, unless during such period the law relative to the powers, rights, and duties of the party of the first part under and by virtue of which this Contract is made and entered into be altered, repealed, or amended; AND WHEREAS, Pursuant to said request sealed bids were submitted by various vendors, as aforesaid, including said party of the second part, and the party of the first part having adopted the hereinafter named instructional materials in the subjects required to be taught in all the public schools of said State in Group IV, the same being developed by the party of the second part; NOW, Therefore, the said party of the second part, hereinafter called the "CONTRACTOR," for and in consideration of the performance of all aforesaid acts by the party of the first part, hereinafter called the "BOARD," covenants and agrees with said Board, for the period designated below, as follows: FIRST: That during the term of this contract said Contractor, at his/her own expense, shall ship the number of primary resources (the main or basic instructional tool) in print format ordered by the county board of education to the location specified by the county board of education. The shipment of print resources shall be received at the specified location at least two weeks before the beginning of school in any district where such materials have been adopted. Primary source materials in electronic format adopted by the county board of education shall be installed and activated at each location specified by the county board of education at least two weeks before the beginning of school. The Contractor further guarantees that the materials adopted shall be available for the period of the adoption, from July 1, 2013 to June 30, 2019, (Group I), at the contract prices specified on the Official Multiple List and that there shall be no change in the copyright as submitted. LEGEND All instructional materials are sold initially through Column 1 (wholesale) and Column 2 (retail) prices. Exchange prices (Columns 3 or 4) shall extend through one entire school year, either following the date of initial purchase or the date of completed use. Proof of exchange required. Vendors' options apply. Column 1 - Lowest net wholesale price to boards of education and responsible dealers. Column 2 - Retail price to patrons when not exceeding 15% has been added to net wholesale price. Column 3 - Lowest net exchange price to boards of education and responsible dealers. Column 4 - Retail exchange price to patrons when not exceeding 10% has been added to net exchange price. Column 5 - Additional equipment and materials necessary for the success of instruction, as determined by the vendor. NOTE: Prices and items submitted for bid are subject to further verification due to the vastness of the state multiple list. In the event any discrepancy exists, the original bid submitted by the vendor would control. Revised 11/10/2009

2 Prepared by the Attorney General of West Virginia C O N T R A C T Page Two Instructional Materials Contract (continued) ATTACHMENT BID PRIMARY/SUPPLEMENTAL Teacher s Editions will be furnished free upon request, one per teacher for each 25 pupil editions purchased, first year of implementation. Additional Teacher s Editions may be purchased at a cost indicated on this bid. Free normal shipments to counties/schools (check one) Direct from Vendor State Approved Depository. "All materials produced after August 18, 2006, must comply with the National Instructional Materials Accessibility Standard (NIMAS), as required by the Individuals with Disabilities Education Act (IDEA), and must be submitted to the National Instructional Materials Accessibility Center (NIMAC) in NIMAS format. MathML3 Structure Guidelines recommended by the [NIMAS] Center should be used for mathematical and science content. This requirement does not apply to material produced prior to August 19, 2006." Permission to translate into Braille, Large Type Editions, Audio Recordings, etc., will be filed with the American Printing House for the Blind, Louisville, Kentucky, within 30 days of adoption by the West Virginia Board of Education. Specify no charge as N/C.

3 Page Three Instructional Materials Contract (continued) SECOND: That if, during the term of this Contract, any adopted instructional material(s) named herein is sold by the Contractor to any other state, county, city, or other school unit in the United States, like conditions prevailing, at a Contract price lower than the Contract price in West Virginia, then such lower price shall be the Contract price in the State of West Virginia, and the Board shall require such reduction. THIRD: That if, during the term of this Contract, the Contractor shall reduce its official bid price of any instructional material(s) named in this Contract, a corresponding reduction shall be made in the Contract price of said primary source material(s) as stated in this Contract. FOURTH: That the primary source material(s) furnished and sold under this Contract shall be equal in all respects to the official sample copies filed with the said Board as of the time of adoption, as regards subject matter, product quality, general suitableness, and prices of items submitted which may affect the value and utility of the primary source material(s), unless federal restrictions make it impossible for the Contractor to manufacture the primary source material(s) which shall be equal in all respects to the samples provided. If such restrictions are imposed, then the Contractor shall conform as nearly as possible under such restrictions. FIFTH: That said Contractor, in order to assure efficient service to patrons, state approved depository(ies) and county boards of education, shall promptly fill all orders for the primary source material(s) named in this Contract, by delivery within ten days after the receipt by the Contractor of such orders, to a common carrier at the Contractor's point or points of shipment; that the Contractor shall on or before August 1 of each school year sell and cause to be delivered to the dealers, to any state approved depository(ies) upon the request of any county board of education, and/or county boards of education a sufficient number of primary source material(s) herein named to supply the demand therefore, and any failure or neglect by the Contractor to provide such primary source material(s) at such time and place may cause the forfeiture of this contract. Furthermore, it is understood that said Contractor shall provide proper and adequate service of the primary source material(s) named in this Contract by assisting state and local school authorities in making known to teachers and principals the philosophy, use, and best instructional methods, practices, and techniques advocated by the Contractor in relation to the primary source material(s) included in this Contract. SIXTH: That the exchange period shall extend through one entire school year, either following the date of initial purchase (optional) or upon completed use, and no instructional material(s) shall be taken in exchange other than those of like subject and grade, but of different series and in present legal use in the public schools of the State of West Virginia; and that the amount allowed patrons or boards of education for instructional material(s) so taken in exchange shall not be less than the amount allowed on the same instructional material(s) to any city, county, or state in the United States, like conditions prevailing: Provided, however, that the right to exchange instructional material(s) as provided for herein shall apply to those materials bid for exchange only unless otherwise provided for in the FIRST PROVISION or Legend of this contract. SEVENTH: That said Contractor shall, at the time of the execution of this Contract, enter into a bond in the sum of ten thousand dollars ($10,000) for primary source or combination of primary source and supplementary materials only, payable to the State of West Virginia conditioned on the faithful performance of this Contract, which bond shall be approved by the Board of Public Works of the State of West Virginia. For those vendors who have bid only supplementary materials, the amount of the bond shall be two thousand dollars ($2,000). Any bond so executed shall not be exchanged by a single recovery, but may be sued on from time to time until the full amount thereof shall be recovered; and the said Board may, at any time during the term of this Contract, upon thirty days' notice thereof to the Contractor, require said Contractor to give an additional bond for the faithful performance of this Contract. EIGHT: That it is mutually agreed between said Board and said Contractor, that said Board and the State of West Virginia shall not be liable jointly or severally, in any manner in any sum whatsoever, for instructional materials furnished under this Contract; and that said Contractor shall rely solely and exclusively on, and receive pay solely and exclusively from, the several dealers, state approved depository(ies), and/or county boards of education to whom the materials named herein are sold.

4 Page Four Instructional Materials Contract (continued) NINTH: "All core and core related print materials produced after August 18, 2006, must comply with the National Instructional Materials Accessibility Standard (NIMAS), as required by the Individuals with Disabilities Education Act (IDEA), and must be submitted to the National Instructional Materials Accessibility Center (NIMAC) in NIMAS format. MathML3 Structure Guidelines recommended by the [NIMAS] Center should be used for mathematical and science content. This requirement does not apply to material produced prior to August 19, 2006." That said Contractor grants permission to transcribe into Braille, Large Type Editions, Audio Recordings, and similar designations by filing permission with the American Printing House for the Blind, Louisville, Kentucky, by the date of execution of this Contract. TENTH: That said Contractor shall not give away to any county board of education, teacher, principal, school official, or other individual any primary source instructional materials/items contained in this Contract for the Contract period, except for Teachers' Editions as specified in this Contract. This requirement need not be applied to ancillary material(s) so designated on the bid or in this Contract. Teachers' Resource Binders (TRB) which contain the teacher's edition/manual/curriculum or similar designation may also be bid and/or declared a free item provided the vendor grants each school duplication rights for classroom use only within the limitation(s) of current copyright laws. Violation of this provision may limit future adoption activity in this state. ELEVENTH: The said Contractor shall warrant all textbooks, instructional materials, and learning technology to be durable for the six year adoption period. Excluding abuse and consumable items, replacement will be without cost to counties and schools for years one through three and, for the remaining contract period, shall be based on the lowest replacement cost for the corresponding year of usage charged in the nation by the said Contractor. TWELFTH: The Contractor either provides for free direct shipment to counties or, if the county desires, through a state-approved depository. The Contractor shall not charge a shipping charge for direct shipment to counties or state approved depositories. Shipping costs and/or cost of transportation from a depository to a county or county school units shall be provided without charge. THIRTEENTH: The Contractor assures free local representative, consultant, and training services to counties and county school units upon adoption and purchase of textbooks, instructional materials, and/or learning technologies. FOURTEENTH: The Contractor shall substitute revised primary source or supplementary materials at contract prices contained herein for the duration of the adoption period, upon approval by the Board. FIFTEENTH: The Contractor shall provide alternative programs and new programs that were not manufactured by August 1, 2009, through the waiver process by counties and county school units desiring to use same, which shall be sold at the lowest net wholesale price in the nation on the date of purchase and for the duration of the adoption period. SIXTEENTH: The Contractor shall provide Lexile Measures for all student editions in all content areas approved for use as primary instructional materials. The contractor shall also provide Quantile Measures for all student editions approved as primary instructional materials for mathematics and, when applicable, for all student editions approved as primary instructional materials for science courses. SEVENTEENTH: All student non-print materials shall meet student accessibility guidelines. All content must adhere to current W3C guidelines and be Section 508 conformant. All web content must follow the current Web Accessibility Guidelines (WCAG).

5 Page Five Instructional Materials Contract (continued) IN WITNESS WHEREOF, the following signatures and seals hereto affixed, on the day and year herein above set forth. ATTEST: WEST VIRGINIA BOARD OF EDUCATION (SEAL) Secretary BY President ATTEST: CONTRACTOR (SEAL) (Name of Vendor/Publisher) Title: BY Title: C O N T R A C T BETWEEN WEST VIRGINIA BOARD OF EDUCATION AND Company Name OF City, State FOR INSTRUCTIONAL MATERIALS PERIOD BEGINNING JULY 1, 2013 AND EXTENDING TO JUNE 30, 2019

6 WEST VIRGINIA STATE BOARD OF EDUCATION CHARLESTON, WEST VIRGINIA BOND NUMBER: KNOW ALL MEN BY THESE PRESENT: (1) That we, INSTRUCTIONAL MATERIALS ADOPTION SURETY BOND (2) (3) As Principal, and (4) a firm and/or a corporation authorized to do business in the State of West Virginia, as Surety. WHEREAS, the above-bounded Principal and Surety are held and firmly bound unto THE WEST VIRGINIA, in the just and full sum of TEN THOUSAND DOLLARS ($10,000), to the payment whereof well and truly to be made we bind ourselves, our executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of the above obligation is such that, whereas, the above bound Principal, in pursuance of the provisions of Chapter 18, Article 2A, Section 4 of the Official Code of West Virginia, as amended, has Contracted to furnish instructional materials in the following subject area: CONTENT and the said Principal has accepted such Contract with all the duties and liabilities thereunto pertaining: NOW, THEREFORE, if the Principal faithfully conforms to and abides by the provisions of Chapter 18, Section 4, Article 2A of the Code of West Virginia, together with all amendatory and supplementary acts thereof, now and hereafter enacted; and if the Principal faithfully and honestly performs all obligations and duties under the Contract to furnish instructional materials, then this obligation shall be null and void; otherwise it shall be in full force and effect. that: In accordance with the provisions of Chapter 18, Article 2A, Section 4 of the Code of West Virginia, it is expressly provided (a) The vendor will furnish any of the items on the multiple list under vendors contract for the period of the adoption, from the date of the bond, to any county school unit, a dealer appointed by the county, or any state board approved depository or depositories as defined in section seven of this article, at the lowest wholesale price contained in the bids or contracts made to any other county school unit, dealer, county, school or depository in any other state, like conditions prevailing. The state board shall determine, from time to time, the terms of the bids and contracts and may require the vendor to bear the costs of shipping, mail or transportation or offer any other financial benefit available in the highest amount paid by a vendor to any other county school unit, dealer, county or depository in any other state: Provided, that the state board of education shall decide whether from time to time bids and contracts for textbooks, instructional materials, and learning technologies or any combination thereof are to be for the delivery directly to each county school unit, dealer appointed by the county, county or to each depository or depositories, or any combination thereof, under this section; (b) The vendor will automatically reduce such prices in West Virginia when prices are reduced anywhere in the United States, so that no such item or items shall at any time be sold in West Virginia at a higher wholesale price than received for items elsewhere in the United States, like conditions prevailing; (c) All items sold in West Virginia will be identical with the official samples filed with the state board of education as regards quality standards, specifications, subject matter, and other particulars which may affect the value of the items. The state board of education may, however, during the period of the contract approve revised editions of adopted items, which will authorize a vendor to furnish such revisions. All contracts and bonds shall be filed with the board of public works prior to the first day of July. (5) This bond shall be effective from the 1st day of July, YYYY, to the 30th day of June, YYYY. IN WITNESS WHEREOF the said Principal has hereunder set this or its hand and affixed his or its seal, and the said Surety has caused its corporate name to be signed hereto and its corporate seal to be hereunto affixed by its duly authorized officer or (6) agent and executed this instrument this day of, 20. (9) (7) Principal (Seal) Corporate Seal (Principal) (8) By: Title (Must be President or Vice-President) (12) Surety (10) (Seal) Corporate Seal (11) By:

7 (ACKNOWLEDGMENT BY PRINCIPAL IF INDIVIDUAL OR PARTNERSHIP) (13) (14) (15) (16) (17) whose name is signed to the foregoing writing, bearing date the day of (18), 20, has this day acknowledge the same before me in my said county. (19) (20) (21) (22) (23) (ACKNOWLEDGMENT BY PRINCIPAL IF CORPORATION) (24) (25) (26) (27) who, as, signed the foregoing writing for (28), a corporation, bearing date the day of (29), 20, has this day, in my said county, before me, acknowledged the said writing to be the act and deed of the said corporation. (30) (31) (32) (33) (34) (ACKNOWLEDGMENT FOR SURETY) (35) (36) (37) (38) who, as, signed the foregoing writing for (39), a corporation, bearing date the day of (40), 20, has this day, in my said county, before me, acknowledged the said writing to be the act and deed of the said corporation. (41) (42) (43) (44) Sufficiency in Form and Manner of Execution Approved. Attorney General

8 Dated this day of, 20 By: Signature/Title

9 WEST VIRGINIA STATE BOARD OF EDUCATION CHARLESTON, WEST VIRGINIA BOND NUMBER: KNOW ALL MEN BY THESE PRESENT: (1) That we, INSTRUCTIONAL MATERIALS ADOPTION SURETY BOND (2) (3) As Principal, and (4) a firm and/or a corporation authorized to do business in the State of West Virginia, as Surety. WHEREAS, the above-bounded Principal and Surety are held and firmly bound unto THE WEST VIRGINIA, in the just and full sum of TWO THOUSAND DOLLARS ($2,000), to the payment whereof well and truly to be made we bind ourselves, our executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of the above obligation is such that, whereas, the above bound Principal, in pursuance of the provisions of Chapter 18, Article 2A, Section 4 of the Official Code of West Virginia, as amended, has Contracted to furnish instructional materials in the following subject area: CONTENT and the said Principal has accepted such Contract with all the duties and liabilities thereunto pertaining: NOW, THEREFORE, if the Principal faithfully conforms to and abides by the provisions of Chapter 18, Section 4, Article 2A of the Code of West Virginia, together with all amendatory and supplementary acts thereof, now and hereafter enacted; and if the Principal faithfully and honestly performs all obligations and duties under the Contract to furnish instructional materials, then this obligation shall be null and void; otherwise it shall be in full force and effect. that: In accordance with the provisions of Chapter 18, Article 2A, Section 4 of the Code of West Virginia, it is expressly provided (a) The vendor will furnish any of the items on the multiple list under vendors contract for the period of the adoption, from the date of the bond, to any county school unit, a dealer appointed by the county, or any state board approved depository or depositories as defined in section seven of this article, at the lowest wholesale price contained in the bids or contracts made to any other county school unit, dealer, county, school or depository in any other state, like conditions prevailing. The state board shall determine, from time to time, the terms of the bids and contracts and may require the vendor to bear the costs of shipping, mail or transportation or offer any other financial benefit available in the highest amount paid by a vendor to any other county school unit, dealer, county or depository in any other state: Provided, that the state board of education shall decide whether from time to time bids and contracts for textbooks, instructional materials, and learning technologies or any combination thereof are to be for the delivery directly to each county school unit, dealer appointed by the county, county or to each depository or depositories, or any combination thereof, under this section; (b) The vendor will automatically reduce such prices in West Virginia when prices are reduced anywhere in the United States, so that no such item or items shall at any time be sold in West Virginia at a higher wholesale price than received for items elsewhere in the United States, like conditions prevailing; (c) All items sold in West Virginia will be identical with the official samples filed with the state board of education as regards quality standards, specifications, subject matter, and other particulars which may affect the value of the items. The state board of education may, however, during the period of the contract approve revised editions of adopted items, which will authorize a vendor to furnish such revisions. All contracts and bonds shall be filed with the board of public works prior to the first day of July. (5) This bond shall be effective from the 1st day of July, YYYY, to the 30th day of June, YYYY. IN WITNESS WHEREOF the said Principal has hereunder set this or its hand and affixed his or its seal, and the said Surety has caused its corporate name to be signed hereto and its corporate seal to be hereunto affixed by its duly authorized officer or (6) agent and executed this instrument this day of, 20. (9) (7) Principal (Seal) Corporate Seal (Principal) (8) By: Title (Must be President or Vice-President) (12) Surety (10) (Seal) Corporate Seal (11) By:

10 (ACKNOWLEDGMENT BY PRINCIPAL IF INDIVIDUAL OR PARTNERSHIP) (13) (14) (15) (16) (17) whose name is signed to the foregoing writing, bearing date the day of (18), 20, has this day acknowledge the same before me in my said county. (19) (20) (21) (22) (23) (ACKNOWLEDGMENT BY PRINCIPAL IF CORPORATION) (24) (25) (26) (27) who, as, signed the foregoing writing for (28), a corporation, bearing date the day of (29), 20, has this day, in my said county, before me, acknowledged the said writing to be the act and deed of the said corporation. (30) (31) (32) (33) (34) (ACKNOWLEDGMENT FOR SURETY) (35) (36) (37) (38) who, as, signed the foregoing writing for (39), a corporation, bearing date the day of (40), 20, has this day, in my said county, before me, acknowledged the said writing to be the act and deed of the said corporation. (41) (42) (43) (44) Sufficiency in Form and Manner of Execution Approved. Attorney General Dated this day of, 20 By:

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