MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (the MOU ) is made and entered into as of July 1, 2012 by and between CHARTER OPERATOR, an SCHOOL DISTRICT Type 5 Charter Management Organization, and the School District. CHARTER OPERATOR and the SCHOOL DISTRICT agree to the terms set forth below and in the addendums and fee structure attached hereto and incorporated herein. Term and Renewal Term. The term of this MOU ( Term ) shall commence on the date first above written and end at midnight on June 30 2013, unless terminated earlier or extended in accordance with the terms and conditions set forth herein. There Term shall include 1 full academic year. Renewal. So long as CHARTER OPERATOR is in good standing under the MOU, CHARTER OPERATOR shall have the option to request the extension of the Term of this MOU for an additional period for an additional year after the Expiration Date. The process for submitting the renewal request shall be set forth in writing and in the operators lease agreement. Renewal Criteria. The SCHOOL DISTRICT and CHARTER OPERATOR agree that the renewal of this MOU will be determined by CHARTER OPERATOR performance under this MOU per the state required metrics (SPS) and be aligned to the terms of lease renewals. School Facility 1. The CHARTER OPERATOR will continue to occupy the ABC High School Campus during the term of this MOU and any renewals of this MOU. CHARTER OPERATOR may make building adaptations using CHARTER OPERATOR funds to the ABC Facility if required by the CHARTER OPERATOR school design plan and programmatic structure; however, CHARTER OPERATOR shall not make capital improvements to or significant alterations as mentioned in the building lease agreement as signed on June 2012. Maintenance and Operations. CHARTER OPERATOR shall be responsible for the cleaning, routine maintenance and operations of the ABC facility provided, however the SCHOOL DISTRICT shall pay a set, per pupil expenditure costs or expenses for the cleaning, routine maintenance and operations of the ABC facility not to exceed that cost of per pupil operational expenditures for the 2011-2012 school year. This amount shall be provided by the SCHOOL DISTRICT to

CHARTER OPERATOR in advance of the agreement of this MOU with proper documentation provided to support. The cost and terms of service shall be set out in the building lease to be executed by both parties before complete occupancy commences. To the fullest extent allowed by law and applicable state procurement laws, CHARTER OPERATOR may contract for maintenance services from third party vendors. Should CHARTER OPERATOR decide to hire their own professionals, the SCHOOL DISTRICT must agree with the selection of all lead custodians or maintenance professionals which shall be based on skill requirements as included in Addendum A of this agreement. Ancillary Property. CHARTER OPERATOR shall retain all desks and other furniture, library and media materials any textbooks or other materials related to specified State or local curricula, and other similar materials and furnishings currently at the ABC Campus. The SCHOOL DISTRICT shall provide CHARTER OPERATOR with a list of all Ancillary Property above $1,000 in value located at the ABC Facility as of the date of full occupancy. During the term of this MOU, the SCHOOL DISTRICT shall replace Ancillary Property in accordance with the District s normal replacement schedules for such property. With this, CHARTER OPERATOR shall also share its Ancillary Property with the SCHOOL DISTRICT on an as needed basis if given a 48 hour notice of use for academic purposes only. Capital Repairs and Improvements. The District shall be responsible for major repairs, capital improvements or replacements or construction at the ABC Campus shall the CMO document proper preventative maintenance efforts, schedules and completion reports to ensure damage or repair is not a result of neglect. The SCHOOL DISTRICT shall allocate capital improvement and replacement funds to the ABC Site to the same extent and in the same manner it does for other direct run schools of similar size, grade levels and location and shall undertake capital replacements, improvements and repairs to the School during the term of this MOU consistent with the District s regular budgets and plans Security and Emergency. CHARTER OPERATOR shall be responsible for providing all security and emergency response for the ABC campus in the same manner and to the same extent it provides security and emergency response to its other charter school and campus. The SCHOOL DISTRICT agrees to pay a per pupil cost to cover the costs of these security measures. It is the

responsibility of CHARTER OPERATOR to set culture, standards, operating procedures and regulations that are documented and presented clearly in writing to outline for SCHOOL DISTRICT employees and students what to expect. CHARTER OPERATOR shall maintain a safe school plan or Pupil Progression Plan that incorporates procedures for notice to the SCHOOL DISTRICT in the event of emergency. Cost and terms of service shall be set out in the fee structure as attached to this agreement in Addendum B. Transportation and Food. CHARTER OPERATOR shall be the SFA for all entities in the ABC Facility. The SCHOOL DISTRICT agrees to pay a fee for food service to CHARTER OPERATOR for these services as outlined in the fee structure sheet attached to this agreement (not to exceed 2.85 per pupil). CHARTER OPERATOR and the SCHOOL DISTRICT will not share transportation except for afterschool activities where students from ABC and CHARTER OPERATOR participate collectively. The details of this can be revisited and adjusted once all principals are hired and on- boarded. The SCHOOL DISTRICT will provide that transportation to and from school and CHARTER OPERATOR will pay a fee to the SCHOOL DISTRICT for this service. To the extent that CHARTER OPERATOR is in session beyond the SCHOOL DISTRICTs normal school day and school year, CHARTER OPERATOR shall pay any additional cost of transportation and. Cost and terms of service shall be set out in the fee structure document. Obligations of SFA. SFA shall perform, and comply with the following requirements for School Food Authorities (the Program Services ), in order to comply with the Act, the Program, rules and regulations (including but not limited to application requirements and STATE DEPARTMENT OF EDUCATION requirements and all other applicable federal, state, county and local or municipal statutes, ordinances, rules, and regulations relating to or governing the Program, the Act or the service of food in public schools ( Applicable Laws ):

a) conduct all federally required procurement processes in accordance with all Applicable Laws, and solicit and approve Vendor to provide meals that comply with the Program to each Participating School. b) enter into a binding agreement approved by STATE DEPARTMENT OF EDUCATION for the provision of food services by Vendor to the Participating Schools (the Vendor Contract ), which Vendor Contract may contain supplemental terms for each Participating School, including, but not limited to, prices, number of meals, times of service, etc., so long as such supplemental terms comply with the Program. c) accept and use, or cause to be accepted and used by Vendor, in as large quantities as can be efficiently utilized the foods offered as a donation by the United States Department of Agriculture ( USDA ) commodities program. d) submit for approval to STATE DEPARTMENT OF EDUCATION a Free and Reduced Price Policy Statement (as defined in the Act) in accordance with Program regulations. e) approve any parent letter to be distributed with the applications for free and reduced price meals and free milk ( FRL ) under the Program, and ensure that all FRL applications collected by Participating Schools are filed with Provider.

f) claim reimbursement from STATE DEPARTMENT OF EDUCATION and/or USDA for all meals served to children enrolled in the Program through each according to each child s eligibility category, and shall once per month, within fifteen (15) business days after the end of each month, sign and submit all necessary forms in order to obtain reimbursements for eligible meals served the previous month for ABC High School that have timely submitted all necessary information for the same. g) receive the Program reimbursement funds paid by USDA and/or STATE DEPARTMENT OF EDUCATION for submissions made pursuant to subsection (f) above, and distribute such funds received allocable to each SCHOOL DISTRICT school within five (5) business days of receipt of the same. h) maintain a financial management system as prescribed by STATE DEPARTMENT OF EDUCATION and in accordance with federal requirements. i) maintain an accounting system that clearly documents the receipt and use of Program revenues for SFA and ABC High School. j) limit the current operating resources for SFA s nonprofit school food service to an amount that does not exceed limits established by 1 CCR 301-3 and 7 CFR Part 210 (Net cash resources should not exceed 3 months average expenditures). k) ensure that Local Wellness Policy is implemented, and provide copies of the same to ABC High School

l) review monthly the number of free, reduced price, and paid meals served by ABC High School to eligible children at the point of service ( POS ), or other system as approved by the Child Nutrition Department of STATE DEPARTMENT OF EDUCATION (STATE DEPARTMENT OF EDUCATION/CN). m) designate a fair hearing officer in order to collect any concerns from parents and guardians regarding eligibility, conduct applicable hearings, and appeals of fair hearing determinations regarding FRL eligibility. n) conduct an independent audit of the Program operations for SFA and all Participating Schools, as required by applicable federal regulations. o) be responsible for any penalties or fines imposed as a result of any violation of the Program, Act or other Applicable Laws caused or permitted by SFA that are not otherwise the responsibility of a Participating School or Vendor. p) enter into such contracts and obtain such permits and licenses as may be required by the Act and STATE DEPARTMENT OF EDUCATION in order to obtain and maintain its status as a School Food Authority under the Program. q) comply with any other requirements or regulations implemented by STATE DEPARTMENT OF EDUCATION or federal Program authorities required of a School Food Authority. obligations: 1. Obligations of SCHOOL DISTRICT. The SCHOOL DISTRICT shall perform the following (a) provide to SFA by the 5th day of each month daily meal count records for the Participating School s Program, to be used by SFA in claiming reimbursement. Maintain an approved accounting system that clearly documents the receipt and use of Program revenues for Participating aajohnson 6/7/12 3:59 PM Deleted:

School. Distribute parent letter and FRL applications to households of all students at Participating School, and collect as many completed FRL applications as possible. All applications submitted to Participating School shall be forwarded to SFA within five (5) business days in order to ensure timely processing and benefit issuance to eligible students. (b) assume financial responsibility for any over- claims or other program exceptions identified during a review or audit caused or allowed by Participating School that are not otherwise the responsibility of SFA, and pay any penalties or fines imposed on SFA or Participating School as a result of any violation of the Program, Act or other Applicable Laws caused by Participating School, or promptly reimburse SFA for the same, to the extent paid by SFA. (c) comply with the terms and conditions of Participating School s addendum to the Vendor Contract. Participating School shall be responsible for making all payments accruing under the Vendor Contract owing by Participating School directly to Vendor. (d) comply with all certification requirements including, but not limited to health certification of the Participating School s facilities and annual inspection of the same, completion of STATE DEPARTMENT OF EDUCATION food handler training, and meal count and claiming training. (e) implement and comply with the Local Wellness Policy adopted by SFA. (f) comply with subsections (3)(h) through (n) above to the extent the same apply to Participating School s facilities, accounting and/or Program participation. (g) comply with any other requirements or regulations implemented by STATE DEPARTMENT OF EDUCATION or federal Program. Services Purchased from CHARTER OPERATOR or the SCHOOL DISTRICT. CHARTER OPERATOR and the SCHOOL DISTRICT have agreed that that there will be purchases of services from the each other. The terms of purchase are set forth in this MOU and supported by the fee structure document and will be appended to this MOU upon completion. CHARTER OPERATOR will not be obligated to purchase any other goods or services from the SCHOOL DISTRICT (and the district will not be entitled to allocate any central administrative costs beyond the administrative fee set forth by the STATE DEPARTMENT OF

EDUCATION of 2%) unless mutually agreed in writing by both parties. If CHARTER OPERATOR desires to purchase services through the SCHOOL DISTRICT, it may do so at a price to be agreed between the parties. Personnel Responsibilities. The SCHOOL DISTRICT shall assign personnel to ABC High School in accordance to the staffing plan and budget for ABC High School. District employees work at ABC high school and although there will be collaboration between CHARTER OPERATOR and SCHOOL DISTRICT, the employees from ABC and CHARTER OPERATOR are not required to work on each schools programs unless documented in advance and mutually agreed. Both entities agree that all employees working regularly on the ABC campus must be fingerprinted and certified in compliance with the Education State Code and that such employees will be held at minimum, to the same standards as SCHOOL DISTRICT employees performing the same or similar work, including the satisfaction relevant to state and federal requirements. Non- Instructional Personnel. CHARTER OPERATOR, in collaboration with the SCHOOL DISTRICT leadership shall select and manage school site and non- instructional personnel consistent with the terms of HR policies and procedures from the SCHOOL DISTRICT. CHARTER OPERATOR will oversee the day to day operations of the campus and provide direction in conjunction with the principal from the SCHOOL DISTRICT assigned to ABC High School. The SCHOOL DISTRICT will pay for the resources which serve only students from ABC and will agree to a fee structure for those shared resources as outlined in the fee structure sheet attached to this MOU. Training. CHARTER OPERATOR and SCHOOL DISTRICT shall collaborate in providing professional development and training in methods impacting curriculum, program, and technology to all instructional and non- instructional personnel. CHARTER OPERATOR shall have the option to utilize any and all training services offered by the SCHOOL DISTRICT to SCHOOL DISTRICT schools and to participate in collaborative training, to the extent they pay a proportionate share of the cost, and to utilize providers for this purpose, but are not required to do so. Monitoring of the Partnership. CHARTER OPERATOR and SCHOOL DISTRICT shall remain in communication about the partnership through the following methods:

The SCHOOL DISTRICT Executive Director of Achievement (or designee) shall: Check in with the principals of CHARTER OPERATOR on the success of the partnership between the two entities. And, communicate as needed on any questions or concerns. Consult with CHARTER OPERATOR on decisions regarding the school, particularly, but not limited to, the following: ABC principal selection process ABC principal performance evaluation Academic calendar Curriculum and assessments The SCHOOL DISTRICT Principal at ABC shall undertake the following activities: Meet weekly with the Principal of CHARTER OPERATOR to discuss the successes and challenges of the partnership and develop plans of actions to ensure smooth operation of both programs at the ABC site. Seek guidance and support from the Principal of CHARTER OPERATOR on decisions regarding the school, particularly, but not limited to, the following: Staffing Student Scheduling Academic programs and assessments Student Discipline Policy and Student Handbook Configuration of extracurricular activities and other services to support student needs CHARTER OPERATOR Principals shall undertake the following activities: Check in with the Executive Director of Achievement monthly on the success of the partnership between the two entities. And, communicate as needed on any questions or concerns. Meet weekly with the SCHOOL DISTRICT Principal of ABC to discuss the successes and challenges of the partnership and develop plans of actions to ensure smooth operation of both programs at the ABC site.