Agreement THIS AGREEMENT (hereinafter ?Agreement?) with an Effective Date of February 2, 2016 (?Effective Date?), by and between RENEW REINVENTING EDUCATION, a not for profit Louisiana corporation organized under the laws of the State of Louisiana, authorized to do and doing business within the State of Louisiana, herein represented by its Board Chair, Brian Weimer, (hereinafter referred to as And Dr. James Meza, Jr., a Louisiana resident, (hereinafter referred to as the ?Contractor?). WITNESSETH WHEREAS, requires the services of an Independent Monitor to serve as the primary liaison for the Louisiana Department of Education to over a six (6) month period to ensure fulfills all aspects of the agreed upon Corrective Action Plan attached hereto as Exhibit and, WHEREAS, Contractor has the requisite knowledge and experience in providing quality support in these regards; and, WHEREAS, accepts Contractor?s proposed compensation request for such services; and, WHEREAS, the parties wish to set forth their respective expectations. NOW THEREFORE, for and in consideration of the mutual agreements between the parties hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows: I. SCOPE OF WORK Contractor will conduct monitor activities, which will include, but are not limited to the following: 1. Regular meetings with leadership 2. Review of any data submitted by or the Louisiana Department of Education in response to the Corrective Action Plan, attached hereto as Exhibit 3. Review of any plans or documents submitted by the organization in response to the Corrective Action Plan 10f4 4. Provide updates directly to the Louisiana Department of Education on progress toward completion of the Corrective Action Plan Contractor will meet with the Louisiana Department of Education to provide direct status updates once every sixty days until all corrective actions are satisfactorily completed. Contractor shall submit a final update on the extent to which has met requirements outlined within the corrective actions no later than August 15, 2016. ll. COMPENSATION: agrees to pay Contractor an hourly rate for work performed at an amount of $275.00 per hour. shall not be responsible for travel expenses, taxes or any other expenses incurred by Contractor to perform this scope of work. Payment shall be remitted to Contractor in full within 30 days of presentation of proper invoices. may withhold any payment to the Contractor hereunder if and for so long as the Contractor fails to perform any of its obligations hereunder or otherwise is in default under this Agreement DURATION, NOTICE 8: TERMINATION: Service will begin as of the Effective date of this Agreement and shall terminate on August 15, 2016. EW reserves the right to discontinue use of Contractor?s services at any time. IV. BUSINESS AND CONTACT INFORMATION: Contractor?s Main Contact Information for this project: Dr. James Meza, Jr. 2321 St. Charles Avenue New Orleans, Louisiana 70130 Main Contact for this project: Ms. Colleen Mackay Chief Executive Officer 3649 Laurel Street New Orleans, Louisiana 70115 20f4 V. NONASSIGNABILITY The Contractor shall not assign, or transfer any interest in this Agreement without the prior consent of No modification of this Agreement shall be binding upon the parities hereto, unless consented to in writing, and signed by both parties. VI. INDEPENDENT CONTRACTOR It is understood and agreed that Contractor is engaged by to perform services under this Agreement as an independent contractor. Contractor shall use its best efforts to follow written, oral, or electronically transmitted sent via facsimile or e? mail) instructions from as to policy and procedure. VII. VENUE AND GOVERNING LAW Venue of any action brought under this Agreement shall lie exclusively in the Civil District Court for the Parish of Orleans, State of Louisiana. This Agreement shall be governed and construed by the laws of the State of Louisiana now in force and as hereafter amended from time to time. FORCE MAJEURE Neither nor Contractor shall be liable to the other party, its other contractors or subcontractors for any delays or failure to perform obligations under this Agreement to the extent that such performance was prevented or delay was caused by any condition beyond the party?s reasonable control. Such conditions include without limitation: acts of God; acts or omissions of governmental authorities; strikes, lockouts, acts of terrorism or other industrial disturbances; fire; named storms; explosions or other casualties; thefts; vandalism; riots or war; or unavailability of parts, materials or suppHes. IX. OBLIGATION TO PERFORM The Contractor shall continue to perform notwithstanding all disputes or disagreements with No work shall be delayed or postponed pending resolution of any disputes or disagreements, except as the Contractor and may otherwise agree to in writing. X. INDEMNIFICATION Except as othenrvise expressly provided, Contractor and shall defend, indemnify and hold each other harmless from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys' fees, and court 3of4 costs which may arise because of the sole negligence, misconduct, or other fault of the indemnifying party, its agents or employees in performance of its obligations under the Agreement. Xi. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties. Subsequent amendments to this Agreement shall only be in writing signed by both parties. - Reinventing Education February 17, 2016 r/ Signature Date Chair, Board of Directors Title Dr. James Meza, Jr. . February 17, 2016 Signature Date 4of4 EXHIBIT LOUISIANA DEPARTMENT OF EDUCATION Reinventing Education Corrective Action Plan January 2016 Objectives Through a set of extensive corrective actions, Reinventing Education will seek the following objectives: 1. A strong governing board with high-quality governance processes and expertise in relevant areas; ll. A codified organizational structure, strong organizational leadership, and organizational policies and processes that govern school leader management, academics, finance, and operations; and ill. Resolution of specific deficiencies noted in the report in the areas of special education and state testing. External Parties to be Involved in Achieving Objectives 1. will engage a consultant approved by the Department of Education with expertise in charter school administration no later than January 31, 2016 in a contract to last not less than five months. 2. The Department of Education will appoint an independent Monitor to oversee progress toward the objectives and make regular reports to the Department beginning in January and continuing through June 1, 2016. will compensate the Department for the Independent Monitor?s service. 3. Based on the documents submitted by and reports submitted by the independent Monitor, the Department of Education will assess progress toward meeting these objectives by June 30, 2016 and determine whether further action is needed. Specific Corrective Actions 1. A strong governing board with high?quality governance processes and expertise in relevant areas A. By May 1, will ensure that its is board composed of members who have extensive experience in school board governance and/or a demonstrated track record in fields relevant to charter school governance and operations. will submit documentation to the Department demonstrating that its board has developed expertise in relevant areas as required by Bulletin 126. B. By May 1, will review and submit the following documents to the Department: a. Board bylaws; b. Board committee structure; c. CEO evaluation process including goals for the CEO, timelines and processes for the evaluation; and d. A scope and sequence of board training topics and an accompanying schedule. 2. A codified organization structure, strong organizational leadership, and organizational policies and processes that govern school leader management, academics, finance and operations A. By May 1, in partnership with their consultant organization, will develop the following structures related to executive team management: a. An organizational chart and clear management lines for the central office, POST OFFICE BOX 94054 ROUGE, LA 7?0804-9064 b. A set of processes that govern how decisions will be made at the central office level, and c. A set of protocols for elevating, investigating and resolving organizational concerns. B. By May 1, in partnership with their consultant organization, will develop the following structures related to school leader management: a. Establish a clear management line for school leaders to (an) individualls) at the Executive level, b. Establish a clear job description for school leaders delineating the role of the school leader versus the role of the central organization, and c. Establish a framework and set of processes for school leader management and evaluation. C. By May 1, in partnership with their consultant organization will develop the following structures related to financial management: a. Establish clear roles and responsibilities for school-based staff versus central office staff in the annual budgeting process; b. Establish controls and guidelines to identify unusual financial activity at the school level for the 2016-17 school year; c. Submit a preliminary budget to the Department for SY16-17 that inclusive of all revenues inclusive of both central organization and school level spending D. By May 1, in partnership with their consultant organization will create a plan for recruiting or developing chief executive talent capable of leading organization in implementing the above structures, processes, and policies. 3. Resolution of specific deficiencies noted in the report in the areas of special edUCation, state testing, and personnel. A. Special Education Deficiencies at SciTech a. By February 15, 2016, create and share with the Department of Education a comprehensive plan to provide compensatory education and services to all 2014-15 students who did not receive the number of minutes required under their lEPs. must make all reasonable efforts to provide all compensatory minutes to students, regardless of their current school, by July 1, 2016 and provide on-going documentation of those efforts. b. Immediately communicate the need for compensatory minutes to all impacted families if this has not already occurred. c. Ensure all SciTech lEPs and evaluations for current students are up to date and compliant with all law and policy. Provide an update on progress toward this goal by May 1. This is inclusive of: i. Reviewing all evaluations conducted between May 2014-June 2015 to ensure they appropriately identified student needs ii. Reviewing all lEPs whose minutes were increased or decreased between May 2014 and June 2015 to ensure that they are currently aligned with student needs d. By May 1, 2016, develop a robust plan for on-going special education monitoring in its schools, which will include specific procedures for more accurately tracking special education minutes. e. For the next two school years, Schools will conduct a quarterly meeting with the Department of Education monitoring team to review the following: i. All results of child find and identification activities ii. All services provided to students with disabilities m, .. oils POST BOX 94064 BATON ROUGE, LA 70804?9064 I 1.877.453.2721 All re-evaluations or adjustments made to student service plans B. Testing Violations at SciTech a. By March 1, develop and implement a plan for all school-based instructional staff across all Schools to be trained on state testing procedures for all relevant state-mandated tests. b. By March 1, develop and implement a whistleblower policy for all staff across all Schools to report potential violations of testing procedure. c. By March 1, hire a test monitoring organization, to be approved by the Department, to monitor testing at every school in the network. This organization will prepare a report on overall testing procedures to the board and to the Department of Education. d. By May 1, develop a process for all schools for identifying students that will be retained at the end of the school year. C. Personnel a. The Department is pursuing measures to prevent former SciTech leadership from obtaining employment in Louisiana public schools per BESE Bulletin 908. POST OFFICE BOX 94084 i BATON ROUGE, LA 70884-9064 li.8??.453.2?21