TYPE 3 CHARTER SCHOOL OPERATING AGREEMENT BETWEEN ADVOCATES FOR EDUCATION CORPORATION AND THE ORLEANS PARISH SCHOOL BOARD This Charter School Operating Agreement (?Operating Agreement?) is entered into by and between the Orleans Parish School Board, a political subdivision of the State of Louisiana, herein represented by Lourdes Moran, its President, duly authorized (?Authorizer? or located at 3520 General de Gaulle Drive, Suite 5055, New Orleans, Louisiana 70114, and the Advocates For Arts-Based Education Corporation, a Louisiana Non-profit Corporation, herein represented by Blaine G. Lecesne, its President, duly authorized (hereinafter ?Charter School?), located at 546 Carondelet Street, New Orleans, Louisiana 70130. Authorizer and Charter School are each referred to singularly as ?Party? and collectively as the ?Parties.? RECITALS WHEREAS, the intent of the Louisiana Legislature in enacting the ?Charter School Demonstration Programs Law? was to authorize experimentation by city and parish school boards by authorizing the creation of innovative kinds of independent public schools for pupils; and WHEREAS, the further intent of the Louisiana Legislature was to provide a framework for such experimentation by the creation of such schools, a means for all person with valid ideas and motivation to participate in the experiment, and a mechanism by which experiment results can be analyzed, the positive results repeated or replicated, if appropriate, and the negative results identified and eliminated; and WHEREAS, the Louisiana legislature further stated its intention that the best interests of at-risk pupils shall be the overriding consideration in implementing the provisions of the ?Charter School Demonstration Programs Law;? and WHEREAS, the purposes of the ?Charter School Demonstration Programs Law? are to provide opportunities for educators and others interested in educating pupils to form, operate or be employed within a charter school designed to accomplish the following objectives, namely: (1) to improve pupil learning and, in general, the public school system; (2) to increase learning opportunities and access to quality education for pupils; (3) to encourage the use of different and innovative teaching methods and a variety of governance, management, and administrative structures; (4) to require appropriate assessment and measurement of academic learning results; (5) to account better and more thoroughly for educational results; and (6) to create new professional opportunities for teachers and other school employees, including the opportunity to be responsible for the learning program at the school site; and Page 1 of22 WHEREAS, effective January 1, 2006, the OPSB granted Charter School its original ?Type 3? charter; and WHEREAS, on January 18, 2011, the OPSB voted to renew the charter of Charter Schooh and WHEREAS, Advocates For Arts?Based Education Corporation has qualified as a tax- exempt organization under Section 501 of the Internal Revenue Code. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and for other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, OPSB and Charter School agree to renew the charter of Charter School on the following terms and conditions: 1. General Terms. 1.1 Parties. 1.1.1 This Agreement is entered into between OPSB and Charter School for the purpose of authorizing charter school to operate a charter school known as Lusher Charter School (hereinafter ?the School?). 1.1.2 The person authorized to sign on behalf of OPSB is the President of the Orleans Parish School Board or, in the absence of the President, the Vice-President. 1.1.3 The person authorized to Sign on behalf of Charter School (the ?Charter Representative?) is the President of the Charter School?s Board of Directors. 1.1.4 The Charter Representative affirms as a condition of this Operating Agreement, that he/she is the above?described representative of Charter School and has authority to sign this Operating Agreement on behalf of Charter School. Attached hereto as Appendix 1, and incorporated herein by reference, is a copy of a resolution of the Board of Directors of Charter School (the ?Charter Board?), authorizing the individual listed above to sign this Operating Agreement, on behalf of Charter SchooL 1.1.5 Charter School certi?es that all contracts obligating Charter School have been and will be undertaken by Charter School as a non-pro?t corporation, and failure to maintain its non-profit status and to act strictly as such shall be grounds for immediate termination of the Operating Agreement. 1.1.6 Charter School af?rms, as a condition of this Operating Agreement, that the members of the Charter Board receive no compensation other than potentially the reimbursement of actual expenses incurred while ful?lling duties as a member of such board. 1.1.7 Incorporated herein by reference are Appendix 1: Charter Board Resolution, Appendix 2: School-Specific Terms and Appendix 3, Charter School Facilities Lease Page 2 of 22 (if Charter School is in a facility provided by Authorizer), which the Parties agree are integral parts of this contract. 1.2 Board of Directors of Nonpro?t Corporation. 1.2.1 1.2.2 1.2.3 1.2.4 1.2.5 1.2.6 1.2.7 1.2.8 The Charter Board is responsible for complying with and carrying out the provisions of this Operating Agreement, including compliance with applicable law and regulation and all reporting requirements. The Charter Board is responsible for the sound fiscal management of Charter School. The Charter Board shall be the ?nal authority in matters affecting Charter School, including but not limited to staffing, job titles, employee salary and benefits, financial accountability and curriculum. The Charter Board shall be subject to Louisiana Open Meetings Law (La. R.S. 42:] 1, et seq, Public Records Law (La. RS. 44:1, et seq), Code of Governmental Ethics (La. RS. 42:1101, et seq), and Public Bid Laws for the erection, construction, alteration, improvement or repair of a public facility or immovable property, pursuant to Part 11 of Chapter 10 of Title 38 of the Louisiana Revised Statutes. Each member of the Charter Board shall submit any Financial Disclosures required, pursuant to the Code of Governmental Ethics, as required by Act 786, signed into law June 30, 2010, and effective August 15, 2010. The Charter Board shall at all times maintain itself as a Louisiana non-pro?t corporation. The Charter Board shall remain in good standing under state law and shall timely make all required filings with the Louisiana Secretary of State. Charter School?s Articles of Incorporation, a Certificate of Incorporation evidencing its incorporation as a nonprofit, its Bylaws and amendments or modifications thereto shall be made part of this Operating Agreement. Charter School shall provide Authorizer with copies of all applications and filings related to its seeking or maintaining 501(c)(3) status. 1.3 Effective Date. This Operating Agreement shall be effective as of July 1, 201 1. 1.4 Term. The Term of this Agreement shall be ten (10) years, expiring on June 30, 2021, unless terminated or extended pursuant to the terms hereof. 1.5 Location. The School is located at 7315 Willow Street, New Orleans, Louisiana 70118 (Lower School) and 5624 Freret Street, New Orleans, Louisiana 70115 (Middle and High Schools). If the School is located at an OPSB-controlled site, the use of such site shall be subject to and governed by a Facilities Lease between the Parties and by OPSB policies relative to school assignments. Page 3 of 22 2. School Performance. 2.1 Authorizer will evaluate Charter School?s outcomes based on educational, ?nancial and organizational performance using the indicatOrs and standards set out in OPSB Policy A127 or its successor (Charter School Evaluation Policy). 2.2 Substantial ful?llment of the targets set out in the Charter School Evaluation Policy shall be the standard for subsequent renewal of Charter School?s charter. 2.3 OPSB shall evaluate Charter School at least annually consistent with the standards and measures set out in Charter School Evaluation Policy. 3. School Operations. 3.1 Recruitment, Admissions, Enrollment and Retention. 3.1.1 Charter School is approved for the total maximum enrollment stated in Appendix 2: School-Specific Terms. Pursuant to La. R.S. Charter School may enroll students, in any given year, up to 120% of the approved maximum enrollment. 3.1.2 Student recruitment, admissions, enrollment and retention decisions shall be made in a nondiscriminatory manner and without regard to race, color, creed, ethnicity, national origin, gender, sexual orientation, gender identi?cation, marital status, religion, ancestry, disability or need for special education services. 3.1.3 In no event may Charter School limit admission based on race, color, creed, ethnicity, national origin, gender, sexual orientation, gender identi?cation, marital status, religion, ancestry, disability, income level, athletic ability, or pro?ciency in the English language. 3.1.4 Pursuant to La. R.S. Charter School may give enrollment preference based on defined geographic boundaries (?neighborhood preference?) and on the attendance of siblings of a presently enrolled student in accordance with La. RS. Should state laws or regulations be amended to mandate neighborhood preference in enrollment, Charter School shall comply therewith the effective date of such mandate. 3.1.5 If there are more applications to enroll in the School than there are spaces available, Charter School shall select students to attend using an admissions lottery that shall be publicly noticed and open to the public. 3.2 Educational Program. Charter School shall have control over and responsibility for delivery of the Educational Program and for attainment of the academic performance standards as set forth in OPSB Policy A127 (Charter School Evaluation). ?Educational Program? means content and delivery related to student learning including course curricula; course content and testing; instructional methods; instructional materials such as textbooks and online instructional materials; professional development; and course schedules. Charter School shall have discretion to modify, amend, adapt and otherwise change the Educational Program as it deems necessary to achieve the academic performance standards subject to the following limitations: Page 4 of 22 3.2.1 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6 3.2.7 3.2.8 Charter School shall comply with the requirements for minimum instructional minutes for public schools set forth in La. R.S. Charter school shall be subject to and comply with all requirements related to the state assessment and accountability system for public schools, pursuant to La. R.S. and La. R. S. Charter School shall comply with Pupil Progression Plan, developed consistent with Louisiana Bulletins 1566, 741 and 1706, unless expressly amended by this Operating Agreement. The Parties agree that Charter School shall be permitted to include a representative in the preparation of Pupil Progression Plan and to submit and implement school specific exceptions to the Pupil Progression Plan, as long as such exceptions are not contrary to state or federal laws and regulations. Charter School shall perform all student testing required by state law and BESE policy and regulations. Charter School shall comply with High school accreditation, new course creation, and end of course testing requirements as applicable to public charter high schools. Charter School may use a Common Application Form and Timeline (?Common Application?) to conduct admissions and enrollment. Charter School may supplement the Common Application with a school-speci?c admissions policy, provided such policy does not con?ict with or contradict the Common Application. Any such policy shall be referenced in the School-Specific Terms (Appendix 2) and shall be incorporated herein by reference. Consistent with the school?s mission, the Parties agree that the school?specific elements of the Educational Program identi?ed in Appendix 2 are material to the Operating Agreement (Material Terms) and changes to those terms shall constitute amendments to the Operating Agreement subject to agreement of the Parties. Such approval shall not be unreasonably withheld. Charter School shall request changes to any Material Terms of the Educational Program in writing prior to the commencement of the school year in which it proposes to implement the changes. Educational Program matters not speci?cally identi?ed in this Operating Agreement shall remain within Charter School?s authority and discretion. 3.3 Transportation. Consistent with Paragraph 5.2 of this Agreement (Transportation Funds), Charter School shall be responsible for providing free and adequate transportation to any requesting student enrolled in the School if the student resides more than one mile from such school. The transportation so provided may include payment and/or reimbursement of the cost of access to public transportation. This transportation requirement shall not include transportation needs related to students participation in optional extracurricular activities, before or after care programs or other such similar activities or events. Charter School shall provide whatever transportation is necessary to implement any individualized education program for a child with an exceptionality, without regard to how far the child resides from the School. Page 5 of 22 3.3.1 Any transportation service agreements shall be entered into directly between Charter School and its transportation provider. OPSB shall not be a party to any such agreements. 3.4 District Resources. If eligible, Charter School may access OPSB instructional support resources, such as online learning platforms, summer school for qualifying students, and online assessment and instructional materials on the same terms as OPSB direct-run schools. If eligible, Charter School may share in other state or federally funded resources designated for public schools of the District, whether per pupil or lump sum grant, unless Charter School is speci?cally excluded by state or federal law. 3.5 Exemptions. 3.5.1 Charter School shall be exempt from all rules and regulations of the state board and OPSB with the exception of those speci?cally agreed to in this Operating Agreement and the exceptions set out in La. R.S. 3.5.2 Charter School shall be exempt from all statutory mandates applicable to public schools and to public school of?cers and employees with the exception of those speci?cally agreed to in this Operating Agreement and the exceptions set out in La. R.S. 3.5.3 Charter School shall otherwise comply with all provisions of the Louisiana Charter School Demonstrations Program Law and with all state and federal accountability requirements to the extent that Charter School?s compliance affects Authorizer?s standing. 4 Special Education. The Authorizer is the ?local education agency? for purposes of compliance with the Individuals with Disabilities Education Act 4.2 OPSB shall manage IDEA funds designated for the purpose of equitable delivery of support and related services to eligible students to meet the ?excess cost? provision of services to students with disabilities. In no instance shall Authorizer subsidize Charter School?s cost for special education services beyond the state and or federal funding allocated for said services. 4.3 Special education services, related services, and accommodations for students who are eligible under the Individuals with Disabilities Education Act, Section 504 of the Rehabilitation Act of 1973 (?Section 504?), the Americans with Disabilities Act or any applicable provisions of state law, shall be provided as follows: 4.3.1 Authorizer is responsible for ensuring that the requirements of federal and state special education law and regulations are met in the School, and that children with disabilities attending charter schools are served in the same manner as children with disabilities are served in Authorizer?s direct-run schools. Additionally, Authorizer will oversee procedural compliance with federal and state law and regulations concerning the education of students with disabilities. Authorizer will provide training, consultation and Page 6 of 22 4.3.2 4.3.3 4.3.4 4.3.5 4.3.6 4.3.7 4.3.8 advice to Charter School as needed with regard to compliance with laws and regulations applicable to students with disabilities, including, but not limited to, legal interpretations, recommendations for intervention strategies, and assistance in conducting Section 504 Plan and review meetings. Charter School shall comply with all OPSB policies, procedures and regulations concerning the education of students with disabilities. Additionally, Charter School shall be responsible for compliance with Section 504 and the ADA in its general curriculum, including but not limited to implementation of any formal Section 504 Plan that has been developed for a student. Charter School shall have an educational model for the delivery of special education services that complies with federal and state law. Charter School shall employ, as necessary, teachers to provide specialized instruction to its students with mild to severe disabilities including a special education coordinator. Such teachers shall be appropriately trained, and certi?ed to provide the special education services for which they are employed, including meeting the de?nition of ?highly qualified teacher,? as set forth in Paragraph 9.3, below, and pursuant to the No Child Left Behind Act and IDEA, as amended periodically, and shall have such other training and quali?cations as prescribed from time to time for similarly situated district teachers by federal and state law and regulations. Charter School will deliver special education services in an inclusion setting when required in a child?s IEP. Charter School shall have a quali?ed special education coordinator who will be responsible for monitoring individual case management of all special education students and for arranging the provision of services required by their IEP. Charter School shall maintain a ?le documenting Charter School?s compliance with legal requirements regarding special education. Charter School shall indemnify OPSB for any costs, attorney fees, and/or ?nancial penalties imposed on OPSB by state and/or federal authorities arising out of actions or omissions of Charter School relating to special education. OPSB shall indemnify Charter School for any costs, attorney fees, and/or ?nancial penalties imposed on Charter School by state and/or federal authorities due to actions or omission of OPSB relating to special education. Charter School shall report to OPSB any and all informal or formal complaints relating to special education lodged with any and all state or federal agencies. 5 School Finance. Charter School shall control and be responsible for ?nancial management and performance of Charter School including budgeting and expenditures. 5.1 School Funding and Eligibility. For purposes of funding, Charter School shall be considered an approved public school of OPSB, and shall receive a per pupil amount each year from OPSB based on the October ?rst membership count of the School pursuant to La. R.S. 17:3995, except as provided for explicitly in Section 5.7 herein and Section 2.2.2 of Charter School?s Facilities Lease with OPSB, and the provisions of the Minimum Foundation Page 7 of 22 Program formula adopted by BESE and approved by the State Legislature (?Eligible Funds?), except that OPSB shall be entitled to withhold the following funds: 5.1.1 OPSB shall withhold an administrative fee of up to 2% of Eligible Funds as authorized under La. R.S. Should the State Legislature change the amount of the administrative fee, this paragraph shall be automatically amended to reflect the maximum fee permitted by law. On or before June of each calendar year, OPSB will provide Charter School a projected budget with line item details of anticipated administrative costs that will be covered by the administrative fee, which shall include, but not be limited to, at least the following: administering/coordination of accountability testing, facility management and oversight, issuance of transcripts and diplomas (current and former students), teacher certi?cation, and ESL and special education technical assistance and monitoring. An itemized accounting shall be provided by OPSB to Charter School at the end of each fiscal year in accordance with La. RS. 5.1.2 If Charter School opts to lease an OPSB facility, OPSB shall charge Charter School a Use Fee in accordance with the terms of its applicable Facilities Lease. 5.1.3 Should Charter School acquire or own facilities that are not provided by OPSB, the local revenue portion of the MFP funding for the students housed in the facility shall not be reduced by local capital outlay or debt service amounts. 5.2 Transportation Funds. Charter School acknowledges that transportation funds for students enrolled at the School are included in the Minimum Foundation Program funds Charter School receives. 5.3 Additional Funds. Pursuant to La. R.S. and subject to the limitations ofthis section, Charter School shall be eligible to receive any state and federal funds for which it or its pupils qualify. Charter School shall receive at a minimum its per pupil share of any state 0r federal grant program such as any funding provided for technology, teacher supplies, kindergarten through third grade reading and mathematics, summer school, and other remediation funding, as well as any other state or federal grant program where funding is distributed on a per pupil basis, and Charter School is eligible to receive such funding under the terms of the grant. Charter School shall comply with the terms of such grants. OPSB shall work cooperatively with Charter School to secure and maximize any and all state and federal funds for which Charter School may be eligible. 5.4 Title I Funding. If Charter School receives federal Title I funds under the Elementary and Secondary Education Act, it must meet all applicable requirements under that Title, including, but not limited to, participating in public school choice (and any related set asides), comparability requirements, and teacher credentialing. 5.5 Reimbursement. If Charter School is eligible for reimbursement of funds under a state or federal program, Authorizer shall submit such reimbursement request to the appropriate state or federal entity within 30 days of receipt of a complete and accurate reimbursement request from Charter School. Charter School shall submit reimbursement requests in accordance the Charter School Reporting Calendar. (See Paragraph 6, below). Further, in accordance with La. R.S. 17:3995 within ?fteen days of the receipt of any state, local, or other funding to which Charter School is entitled or which came as a result of students enrolled in Page 8 of 22 Charter School, Authorizer shall ensure that those funds are available for use by Charter Schooh 5.6 School Tuition and Fees. Charter School shall not charge any student tuition, an attendance fee, or a fine of any kind unless allowed by state or federal law. Any such fee shall be subject to a waiver process created by Charter School that considers individual family circumstances. Charter School shall not condition the enrollment of any student on the payment or nonpayment of fees, except Pre?K tuition as allowed by state or federal law. 5.7 Alternative School Fees. Charter School shall pay OPSB the actual per-pupil fee, based on the October 1st MFP enrollment, paid by OPSB on behalf of Charter School to the Recovery School District for alternative school services, unless or until OPSB contracts with another alternative education provider, at which time Charter School may continue to use and pay for alternative school services through OPSB or may elect to use another provider. Such fee shall be invoiced in equal installments over a 12-month fiscal year, commencing January 1, 2012, and shall be paid within 30 days ofthe date of such invoice. If Charter School fails to pay such fee within 30 days, OPSB may withhold payment of the delinquent amount owed from Charter School?s next Eligible Funds. 5.8 Collateralization. Public funds must be collateralized in accordance with Title 49, Section 321 ofthe Louisiana Revised Statutes. 5.9 Non?appropriation. The continuation of this Operating Agreement is contingent upon a legislative appropriation or allocation of funds necessary to fulfill the requirements of this section. If the legislature fails to appropriate sufficient monies to provide for the continuation of the Operating Agreement, or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the Operating Agreement, OPSB may terminate the Operating Agreement on the date of the beginning of the first ?scal year for which funds are not appropriated. No liability shall accrue to OPSB in the event this provision is exercised. OPSB shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 5.10 Charter School Debt. Pursuant to La. R.S. 17:3993, Charter School is solely responsible for all debt it incurs, and OPSB shall not be contractually bound on Charter School?s account to any third party. A statement to this effect shall be a provision of any and all contracts entered into by Charter School. 6 Transparency and Accountability (School Reporting Requirements). OPSB shall provide Charter School with a Charter School Reporting Calendar (?Reporting Calendar?), as well as related report templates, where applicable, on or before the commencement of each contract year. OPSB shall endeavor to make the Reporting Calendar complete and will notify Charter School of any changes to the Reporting Calendar and/or templates. Charter School shall be responsible for submitting timely and complete reports to OPSB in accordance with the Reporting Calendar and all applicable state and federal laws. Page 9 of 22 6.1 Student Data. 6.1.1 Charter School shall comply with data reporting requirements as required by Authorizer and in accordance with all applicable state and federal laws and regulations. 6.1.2 Charter School shall make available to OPSB for its records and review such demographic information as it collects related to its applicant pool and its admission results. 6.1.3 Charter School shall supply in a timely manner all reports, test results and other information required under this Operating Agreement, state law and BESE policy and regulation. 6.1.4 Required reportng shall include, but not be limited to, ?live data? reporting of the School?s information, including attendance information, through student information system. 6.1.5 Charter School shall maintain contemporaneous records to document pupil attendance and shall make such records available for inspection at Authorizer?s request. 6.2 Charter Board Meetings and Meeting Records. 6.2.1 Charter School shall comply with all applicable provisions of the Louisiana Open Meetings Laws, including with regard to the scheduling of Charter Board meetings, meeting agendas, public notice of meetings, and records of those meetings. 6.2.2 At the start of each school year Charter School shall provide to OPSB a written schedule of Charter Board meetings for that school year. Charter School shall notify OPSB with any modifications to that schedule. 6.2.3 All reports provided to Charter Board must be copied to OPSB, with the exception of any reports that are privileged. confidential or provided in executive session. 6.3 Annual Evaluation Reports. Charter School shall provide to OPSB information on the prior year performance to Authorizer no later than August 31st each year and such other reports as may be required by applicable state law. Charter School shall report on the following: 6.3.1 Charter School shall evaluate the effectiveness of its plan for driving its students? academic improvement, using data to describe the academic progress made by the School?s students over the previous school year. Annual Evaluation Reports shall include an executive summary and shall address the following, without limitation: 6.3.1.1 Number of students served; 6.3.1.2 Demographic characteristics of students, including with respect to race, percentage that qualify for free lunch, percentage that are English language learners (and what the home language is for such English language learners), percentage of students with disabilities; and Page 10 of 22 6.3.1.3 Student performance on standardized measures of evaluation. 6.3.2 6.3.3 6.3.4 Schedule of types and categories of fees assessed parents, including, without limitation, fees related to activity fees, extracurricular fees, before and after care, Pre?K tuition, supplemental enrichment fees, school trips, special projects, graduation ceremonies, and other special events; procedures for implementation of the waiver process required under Paragraph 5.6 of this Operating Agreement; and procedures for collection, recordation, and administration of fees collected. Annual reports must include emergency preparedness plan for natural disasters and threats of violence to students, staff and faculty. Annual reports must be made available to parents or guardians of pupils enrolled in the school and the community, indicating Charter School?s progress toward meeting the performance objectives as stated in the Charter. 6.4 Financial Reports. 6.4.1 Charter School shall prepare and deliver the following reports to Authorizer: An independently audited ?nancial report for Charter School meeting Scope of Audit requirements. Such audit shall be conducted by an auditor selected from the Louisiana Legislative Auditors? approved list of independent auditors and shall be Submitted annually, on or before September 30; 6.4.1.2 Quarterly ?nancial statements consistent with the Reporting Calendar; 6.4.1.3 Any other ?nancial and/or operational reports relating to Charter School that may be 6.4.2 6.4.3 required under applicable state law, by the Louisiana Department of Education, or as shall be reasonably required by Authorizer. Payments Due. Charter School shall immediately notify OPSB if Charter School defaults on any obligation, which shall include debts for which payments are past due by sixty (60) days or more. Enrollment. Charter School shall submit projected, current, and ?nal student enrollment information in accordance with ?nancial and attendance reporting requirements. 6.5 External Reporting. Charter School shall be responsible for additional reporting as required for compliance with state, federal and other external reporting requirements. 66 Inspection. All financial records of Charter School pertaining to the management and operation of the School are subject to inspection and production as required for ful?llment of the ?duciary responsibilities. Within sixty (60) days of receipt of any documents, data and records provided by Charter School pursuant to compliance with School Reporting Requirements, OPSB shall notify Charter School in writing of material problems, questions, concerns, and/or issues related to such documents, data, and reports. 7 Assets. Page 11 of22 7.1 Charter School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. 7.2 Charter School shall take all necessary precautions to safeguard assets acquired with public funds. 7.3 If the Charter is revoked, non-renewed, or surrendered, or terminated: 7.3.1 Any assets acquired in whole or in part with public funds shall be deemed to be the property of and 7.3.2 Any assets acquired wholly with private funds shall be deemed to be the property of the Charter School, provided that Charter School has maintained records demonstrating that such assets have been acquired without the use of public funds; and 7.3.3 Any assets acquired wholly with private funds shall be disposed of by Charter School consistent with Louisiana nonpro?t law upon dissolution of the Charter School. 7.3.4 If Charter School?s records fail to establish clearly whether an asset was acquired with the use of private funds, the assets shall be deemed to be the property of OPSB. 8 Insurance and Surety. 8.1 Charter School shall provide and maintain such insurance as will protect Charter School from claims under Worker?s Compensation Acts, including but not limited to the Louisiana Workers? Compensation Act, and any other claims for damages or personal injuries including death that may arise from operations under this Operating Agreement, Whether such operation be by Charter School directly or by any contractor, subcontractor, or by anyone directly or indirectly employed by either of them. Material revisions to the terms of the insurance may be made only with the approval of OPSB and Charter School. Without limiting any obligations or liabilities of Charter School under this Operating Agreement, Charter School shall provide and maintain during the course of this Operating Agreement, at its sole cost and own expense, without reimbursement, minimum insurance coverage as follows: 8.1.1 Worker?s Compensation insurance in accordance with state law. 8.1.2 Comprehensive General Liability insurance with a minimum combined single limit of $1,000,000 each occurrence. 8.1.3 Comprehensive Automobile Liability insurance with a combined single limit for bodily injury and property damage or not less than $1,000,000 each occurrence with respect to the schools? owned, hired or non-owned vehicles, assigned to or used in perfomiance of the services offered by the school. 8.1.4 Charter School shall maintain Errors and Omissions Liability Insurance on behalf of Charter School and conforming to the following requirements: 8.1.4.1 Errors and Omissions liability insurance shall cover Charter School for those sources of liability arising out of the rendering or failure to render professional services in the Page 12 01?22 performance of this agreement, including all provisions regarding ?nancial management and indemni?cation. 8.1.4.2 The insurance shall be subject to a maximum deductible not to exceed $10,000 per claim. 8.1.4.3 The minimum limits to be maintained by Charter School shall be no less than $1,000,000 per claim/annual aggregate. 8.1.5 OPSB shall be named as an additional insured under all of the aforementioned insurance policies. In any and all instances where Charter School requires a certi?cate of insurance from a third party, Charter School shall require said third party to name OPSB as an additional insured. 9 Personnel. 9.1 Collective Bargaining. The provisions of any collective bargaining agreement entered into by OPSB shall not apply to Charter School. The provisions of any collective bargaining agreement entered into by Charter School shall not apply to OPSB. 9.2 Certi?cation/Credentialing. Instructional staff at Charter School shall comply with all applicable state certi?cation and credentialing requirements consistent with the Elementary and Secondary Education Act (No Child Left Behind or 9.3 Highly Quali?ed Status. To the extent that Charter School receives Title I funding, it must ensure that 100% of teachers in core academic subjects are Highly Quali?ed (as de?ned in NCLB) or are working pursuant to a plan to achieve Highly Quali?ed status, unless otherwise provided by Louisiana Department of Education (LDOE) or US. Department of Education guidance or regulations. 9.4 Personnel Evaluations. Charter School shall comply with all state mandated requirements for personnel evaluations, unless speci?cally excluded. 9.5 Nationally Certi?ed Teachers. In its role as the employer of its own staff, Charter School shall fund the stipend for any and all Nationally Certi?ed Teachers employed at the site, pursuant to La. R.S. 17:421 .6, regardless of whether the Louisiana Legislature appropriates funds for reimbursement of such stipend, unless otherwise provided by LDOE regulations or state law. 10 Oversight. 10.1 Authority. OPSB shall have oversight authority over Charter School as permitted under State law and may take all reasonable steps necessary to con?rm that Charter School is and remains in material compliance with this Operating Agreement and applicable law. In accordance with state law, the Authorizer?s oversight of Charter School shall include, but not be limited to, the following activities: 10.1.1 Oversight, intervention (as de?ned in Subparagraph 10.6.1), revocation, renewal, and closure processes and procedures for Charter School; Page 13 of22 10.1.2 Monitoring the performance and compliance of Charter School within the terms of this Operating Agreement and applicable laws, policies and regulations; 10.1.3 Ensuring Charter School compliance with reporting requirements; 10.1.4 Monitoring the educational, legal, ?scal and organizational condition of Charter School; and 10.1.5 Providing guidance to Charter School on compliance and other operational matters. 10.2 Inspection. All records established and maintained in accordance with the provisions of this Agreement, applicable policies and/or regulations, and federal and state law shall be open to inspection by Authorizer, the State Board of Elementary and Secondary Education, the Louisiana Department of Education, the Louisiana Legislative Auditor, law enforcement officials, contracted evaluators or any other federal, state, or local regulatory agency within a reasonable period of time after request is made. 10.3 Meeting Attendance. 10.3.1 Charter School?s representative(s) shall attend all training sessions required by Authorizer, the State Board of Elementary and Secondary Education, or the State or Federal Department(s) of Education. 10.3.2 OPSB shall, annually, provide Charter School a schedule of regularly scheduled and reasonably anticipated meetings and training sessions at which Charter School?s attendance will be required. 10.4 Site Visits. Authorizer shall visit the School at least annually. Authorizer may, at its discretion, conduct announced formal school visits. Such site visits may include any activities reasonably related to fulfillment of its oversight responsibilities including, but not limited to, inspection of the facilities; inspection of records maintained by Charter School; interviews and observations of the principal, staff, school families, and community members; and/or observation of classroom instruction. 10.5 Noti?cation. 10.5.1 Charter School shall notify Authorizer immediately of any conditions that it knows are likely to cause it to violate the terms of this Operating Agreement or Charter School?s Articles oflncorporation. 10.5.2 Charter School shall notify Authorizer immediately of any circumstance requiring the closure of the School, including but not limited to a natural disaster, such as an earthquake, storm, flood or other weather-related event, other extraordinary emergency, or destruction of or damage to the school facility. 10.5.3 Charter School shall immediately notify Authorizer of the arrest or charge of any members of Charter School?s governing board or of any Charter School employee for a crime punishable as a felony, any crime related to the misappropriation of funds or theft, any crime or misdemeanor constituting an act against a minor child or student, or of the Page 14 of 22 investigation of a member of Charter School?s governing board or of any Charter School employee for child abuse. 10.5.4 Charter School shall notify Authorizer immediately of any change to its board of directors, its signing authority, its corporate legal status, or any change in its standing with the Louisiana Secretary of State?s Office. 10.5.5 Charter School shall notify Authorizer of any change to its Certified Public Accountant, or its Qualified Business Professional. 10.5.6 Charter School shall notify Authorizer immediately of a default on any obligation, which shall include debts for which payments are past due by sixty (60) days or more. 10.5.7 Charter School shall notify Authorizer immediately if at any time during the school year, the School?s enrollment decreases by ten percent or more compared to the most recent pupil count submitted to the OPSB or the Louisiana Department of Education. 10.5.8 Charter School shall notify Authorizer immediately if at any time Charter School receives notice or is informed that Charter School or Authorizer are parties to a legal suit. 10.5.9 Authorizer shall notify Charter School immediately of any formal complaints received by Authorizer about Charter School or its operation, including but not limited to complaints filed with the Office for Civil Rights, Louisiana Commission on Human Rights, and Equal Employment Opportunity Commission, and/or formal grievances filed by any party with Authorizer. . 10.5.10 Charter School shall notify Authorizer immediately of any formal complaints received by Charter School including but not limited to complaints filed with the Office for Civil Rights, Louisiana Commission on Human Rights, and Equal Employment Opportunity Commission, and/or formal grievances filed by any party with the governing board of Charter School. 10.5.11Charter School shall notify Authorizer of any change in school calendar involving the number of days of instruction. 10.5.12Charter School shall notify Authorizer of any material change in the School?s Special Education procedures. 10.6 Intervention. 10.6.1 Consistent with any oversight practices set out in any required federal or state monitoring plan, OPSB shall follow a progressive system of notification and calls for corrective action, ?intervention,? on the part of Charter School. 10.6.2 Charter School shall indemnify OPSB for any costs, attorney fees, and/or ?nancial penalties imposed on OPSB by state and/or federal authorities arising out of actions or omissions of Charter School relative to regulatory compliance. Page 15 of 22 10.6.3 OPSB shall indemnify Charter School for any costs, attorney fees, and/or ?nancial penalties imposed on Charter School by state and/or federal authorities due to actions or omission of OPSB relative to regulatory compliance. 10.6.4 To the extent that complaints received by OPSB about Charter School may trigger intervention, including revocation or non?renewal of the Operating Agreement, OPSB may monitor Charter School?s handling of such complaints. In such cases, OPSB may request, and Charter School shall provide information regarding Charter School?s actions in responding to those complaints. 11 Revocation/Termination. 11.1 As provided by law, this Operating Agreement may at any time be terminated and revoked upon a determination and af?rmative vote by a majority of OPSB that Charter School. its board members, officers or employees did any ofthe following: 11.1.1 Committed a material violation ofthis Operating Agreement; 1 1.1.2 Failed to substantially achieve within the agreed timelines the academic results specified in this Operating Agreement; 1 1.1.3 Failed to meet generally accepted accounting standards for fiscal management; or 1 1.1.4 Egregiously and/or consistently violated applicable federal, state or local law. 11.2 The Operating Agreement may be terminated immediately and the charter revoked if OPSB determines that the health, safety, and/or welfare of students is threatened. 11.3 The Operating Agreement may be terminated immediately by OPSB and the charter revoked under the following conditions: 1 1.3.1 gross mismanagement ofpublic funds; or 1 1.3.2 financial malfeasance; or 1 1.3.3 failure to retain facilities; or 1 1.3.4 enrollment insufficient to meet financial obligations. 1 1.4 In any instance where termination is deemed warranted by OPSB, OPSB shall provide to Charter School written notice of the reasons for the proposed termination, which notice shall include any findings and reasons for such action. Charter School shall then have the opportunity to appear before an OPSB Board meeting, recorded and transcribed at Charter School?s expense, with witnesses if necessary, to answer such findings prior to a vote of OPSB to terminate this Agreement. 12 Closure. 12.1 In the event that Charter School is required to cease operation of the School for any reason, including but not limited to non-renewal, revocation, or voluntary surrender of Page 16 of 22 the Charter, Charter School shall cooperate with Authorizer in ensuring the orderly closure of the School including, but not limited to: 12. .l securing student records; 12.1.2 assisting in enrollment of students in appropriate schools; and 12.1.3 managing all ?nancial records consistent with Authorizer?s school closure requirements and policies. 12.2 In the event that OPSB terminates the Charter, OPSB shall not be further obligated to pay any additional local funds to Charter School from the date of termination. 12.3 In the event that Charter School ceases operations of the School, Charter School and its governing body will be responsible for winding up the business and affairs of Charter School and will cooperate with OPSB as necessary to provide an orderly enrollment of students in other schools. Any public surplus remaining at the time Charter School ceases operations of the School shall be remitted to OPSB within thirty (30) days of the day students no longer attend the School. Any furniture and equipment purchased with public funds shall be delivered to OPSB within thirty (30) days of the day students no longer attend the School. 12.4 Pursuant to La. R.S. 17:3993, OPSB shall not be liable for Charter School?s unpaid debts if Charter School does not have sufficient funds to pay all of its debts at the time it ceases operations. 13 Dispute Resolution. 13.1 In the event of a dispute between Charter School and OPSB regarding the terms of this Operating Agreement or any other issue regarding the relationship between Charter School and OPSB, the Parties agree to implement the following dispute resolution plan in good faith. 13.2 Each Party agrees to notify the other, in writing, of the specific disputed issue(s). 13.3 Within thirty (30) days of sending written correspondence, or longer if both parties agree, Charter School?s representative and representative, or their designees, shall confer in a good faith effort to resolve the dispute. 13.4 Indemni?cation and Acknowledgments 13.4.1 Charter School shall defend, indemnify, and hold harmless OPSB, its of?cers, directors, agents, employees, partners, and subcontractors (collectively referred to as lndemnitees?) from any and all claims, demands, suits, actions, proceedings, losses, costs, judgments, damages or other forms of liability to third parties, of every kind and description, actual or claimed, including but not limited to attorneys? fees and/or litigation expenses, including, but not limited to injury to property or persons (including, but not limited to civil rights violations), occurring or allegedly occurring, in connection with the operation of the School from conduct committed or alleged to have been committed on the premises of the School or by Charter School, or by its employees, of?cers, directors, subcontractors, or agents, during the term of this charter or any renewal thereof, which may be brought or made against or incurred by the OPSB on Page 17 of 22 13.4.2 13.4.3 13.4.4 13.4.5 13.4.6 account of any action of Charter School, its employees, agents or assigns, except when caused in Whole or in part by the wanton, willful or intentional acts of OPSB lndemnitees. The provisions or limits of insurance required under this contract shall not limit the liability of Charter School. Charter School shall defend OPSB in any such action or proceedings brought thereon. OPSB shall defend, indemnify, and hold harmless Charter School, its officers, directors, agents, employees, partners, and subcontractors (collectively referred to as ?Charter School lndemnitees?) from any and all claims, demands, suits, actions, proceedings, losses, costs, judgments, damages or other forms of liability to third parties, of every kind and description, actual or claimed, including but not limited to attorneys? fees and/or litigation expenses, including, but not limited to injury to property or persons (including, but not limited to civil rights violations), occurring or allegedly occurring, from conduct committed or alleged to have been committed by OPSB, or by its employees, officers, directors, subcontrac?EOrs, or agents, during the term of this charter or any renewal thereof, which may be brought or made against or incurred by the Charter School on account of any action of OPSB, its employees, agents or assigns, except when caused in whole or in part by the wanton, willful or intentional acts of Charter School lndemnitees. The provisions or limits of insurance required under this contract shall not limit the liability of OPSB. OPSB shall defend Charter School in any such action or proceedings brought thereon. Any management contract entered into by Charter School shall include an indemnification provision as follows: The management company shall indemnify, save and hold OPSB lndemnitees harmless against any and all claims, demands, suits, actions, proceedings, losses, costs, judgments, damages or other forms of liability to third parties, of every kind and description, actual or claimed, including but not limited to attorneys? fees and/or litigation expenses, including, but not limited to injury to property or persons (including, but not limited to civil rights violations), occurring or allegedly occurring, in connection with the operation of the School, or from conduct committed or alleged to have been committed on the premises of the School or by Charter School, or from conduct committed by the management, or by its employees, officers, directors, subcontractors. or agents, during the term of this charter or any renewal thereof. The management company shall defend OPSB lndemnitees in any such action or proceedings brought thereon. OPSB and Charter School shall give prompt written notice to the other of the assertion of any claim or the commencement of any litigation for which indemnification is sought and shall cooperate with each other in the defense of the claim or litigation. Charter School shall not settle or compromise any claim against OPSB without the express written permission of OPSB. This Operating Agreement is not an employment contract. No of?cer, employee, agent or subcontractor of Charter School is an officer, employee, or agent of OPSB. Page 18 of 22 13.4.7 The parties acknowledge that, pursuant to La. R.S. 17:3993, OPSB and its members individually are immune from civil liability for any damages arising with respect to all activities related to the operation of any type of charter school they may authorize as a chartering authority. 13.4.8 This indemnification shall not apply to the extent that any claim, lien, demand, suit or liability arises from the sole negligence of wrongful act or omission of any OPSB lndemnitee. 13.4.9 Nothing herein shall waive the right of OPSB lndemnitees to assert any statutory or legal defense of sovereign immunity or of?cial immunity. 13.4.10This indemni?cation, defense and hold harmless obligation shall survive the termination of this Operating Agreement. OPSB or Charter School shall have the right, at its own expense, to participate in the defense of any lawsuit to which it is a party, without relieving the other ofits obligations hereunder. 14 Shared Services. Consistent with La. R.S. the Parties may enter into a separate shared services agreement (?Shared Services Agreement?) or agreements for any or all separate services: 15 Contract Construction. 15.1 Entire Agreement. The Parties intend this Agreement, including all attachments and exhibits, to represent a final and complete expression of their agreement, which shall be considered the Agreement. All prior representations, understandings and discussions are merged herein, and no course of prior dealings between the Parties shall supplement or explain any terms used in this document. The Parties recognize that amendments to this Agreement may be approved from time to time hereafter. 15.2 Authority. The individual officers, agents and employees of the parties hereto who execute this Agreement do hereby individually represent and warrant that they have full power and lawful authority to execute this Agreement. 15.3 Notice. Any notice required or permitted under this Operating Agreement shall be in writing and shall be effective immediately upon personal delivery, subject to verification of service or acknowledgment of receipt, or three (3) days after mailing when sent by certi?ed mail, postage prepaid to the following: Orleans Parish School Board: Charter School: Superintendent Chief Executive Officer Orleans Parish School Board Advocates For Arts?Based Education 3520 General de Gaulle Dr. Corporation Suite 5055 546 Carondelet Street New Orleans: LA 70114 New Orleans, Louisiana 70130 Page 19 of22 With copy to: Board President 3520 General de Gaulle Drive Suite 5055 New Orleans, Louisiana 701 14 And copy to: General Counsel 3520 General de Gaulle Drive Suite 5055 New Orleans, Louisiana 70114 15.4 Waiver. The failure of either Party to insist on strict performance of any term or condition of this Operating Agreement shall not constitute a waiver of that term or condition, even if the Party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 15.5 Non-assignability. No right or interest in this Operating Agreement shall be assigned by anyone on behalf of Charter School, and delegation of any contractual duty of Charter School shall not be made without prior written approval of Authorizer. A violation of this provision shall be grounds for immediate termination of this Operating Agreement and revocation of Charter. 15.6 Should Charter School propose to enter into a contract with another entity to manage the School, Charter School agrees to submit all information requested by Authorizer regarding the management arrangement, including a copy of the proposed contract and a description of the management company, with identi?cation of its principals and their backgrounds. Charter School shall not enter a management contract without written Authorizer approval. 15.7 Applicable Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, including all requirements imposed by BESE policy and regulation, and all applicable federal laws of the United States. 15.7.] The Parties intend that, where this Operating Agreement references federal or state laws, state regulations and OPSB policy, they be bound by any amendments to such laws, regulations and policies upon the effective date of such amendments. 15.7.2 Charter School shall comply with all federal and state laws and regulations that are applicable to charter schools unless Charter School has expressly received a waiver from such laws and regulations. 15.8 Amendments. 15.8.1 Amendments Requiring Authorizer Approval. Pursuant to La. R.S. any amendment to this Operating Agreement will be effective only if approved by a majority vote of the Authorizer at a public meeting. The proposed amendment must be submitted Page 20 of 22 to the OPSB in writing and accompanied by a resolution of the Board of Directors of Charter School within ?ve (5) days of adoption. An amendment shall not become effective, and Charter School shall not take action or implement the change requested in the amendment until the amendment is approved by the Authorizer. Changes in operation that require Charter School to obtain an amendment to this Contract include the following: 0 Changes to any Material Term of this Operating Agreement as set forth in Appendix 2; 0 .Changes in Charter School?s Articles of Incorporation and/or Bylaws that are contrary to the terms of this Operating Agreement; 0 Changes in legal status of Charter School; 0 Changes in school?s mission; and I Changes in school location (change of site and/or adding or deleting sites). 15.8.2 Amendments Requiring Noti?cation of Change. Changes to this Operating Agreement listed below do not require amendment as described in paragraph 15.81; rather, such changes shall be accomplished through written notification. The written notification shall include a copy of the resolution of the Board of Directors of Charter School authorizing such change. Changes requiring notification include: 0 Mailing address, phone and fax number of Charter School; 0 Changes in Charter School?s President; and 0 Changes in Chief Operating Officer or ChiefExecutive Officer of Charter School. 15.9 Venue. The Parties to this Operating Agreement irrevocably consent to any suit, action, or proceeding with respect to this Operating Agreement being brought in the Civil District Court for the Parish of Orleans, State of Louisiana. 15.10 Severability. The provisions of this Operating Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition, and the remainder of the Operating Agreement shall remain in effect unless otherwise terminated by one or both of the Parties. 15.11 Third Parties. The enforcement of the terms and conditions of this Operating Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to OPSB and Charter School. Nothing contained in this Operating Agreement shall give or allow any claim or right of action whatsoever by any other or third person. It is the express intent of the Parties to this Operating Agreement that any person receiving services or benefits hereunder shall be deemed an incidental beneficiary only. 15.12 Counterparts; Signature by Facsimile. The Operating Agreement may be signed in counterparts, which shall together constitute the original Operating Agreement. Signatures received by facsimile by either of the Parties shall have the same effect as original signatures. REMAINDER OF PAGE IN TENTIONALLY BLANK Page 21 of 22 IN WITNESS WHEREOF, the Parties have made and entered into this Operating Agreement as 0fthe Effective Date. ORLEANS PARISH SCHOOL BOARD Signatu 6 Print Name: Lourdes Moran Title: President Dta Y?g?r?r a ADVOCATES FOR ARTS-BASED EDUCATION CORPORATION Signature Print Name: Elma/a: it? Clair-75425" 1am: Fagstda~r Date: Page 22 0f 22 RESOLUTION OF THE BOARD OF DIRECTORS OF ADVOCATES FOR EDUCATION CORPORATION The undersigned, duly authorized directors of Advocates for Arts?Based Education Corporation (?the Corporation?), do hereby resolve as follows: RESOLVED this day of July, 2011, that the Corporation?s President, Blaine G. LeCesne, be and is hereby authorized to execute on behalf of the Corporation that certain Type 3 Charter School Operating Agreement Between Advocates for Arts-Based Education Corporation and The Orleans Parish School Board effective as of July 1, 2011, and Appendix 3 thereto, Orleans Parish School Board Charter School Facilities Lease. IN WITNESS WHEREOF, the undersigned directors, constituting a majority of the Board of Directors of the Corporation, do hereby adopt the foregoing resolution this 1 1th day of President and Chairman Director July, 2011baa/69"? Director Director EXHIB 1 If; .. '1 . SCHOOL OPERATING AGREEMENT BETWEEN VOCATES FOR ARTS BASED EDUCATION CORPORATION AND THE ORLEANS PARISH SCHOOL BOARD APPENDIX 2: SCHOOL-SPECIFIC TERMS I 1. Term. Notwithstanding any provision in the Operating Agreement to the contrary, the I Term of this Agreement shall be 10 years, commencing on July 1, 201 and ending on June 30, 2021-. However, no administrative fee, use fee, or alternative school fee?shall be charged to orijdue from Charter School before January 1, 2012. i 2. Enrollment. Charter School supplements the Common Application Form and Timeline developed and maintained in conjunction with the other Type 1 and 3 charter schools in Orleans Parish with the following school speci?c admissions policies and procedures: 'Charter School?s lower school admits students within its attendance district, giving preference to kindergarten in-district students and qualifying kindergarten siblings. The geographic boundaries of the attendance district are indicated in the map attached hereto .as Exhibit 1. Community applicants are accepted through the community application process based upon an academically selective admissions matrix speci?c to the advanced academic, college preparatory focus of the school. Half of the community Spots are designated for the qualifying students of faculty and staff of Tulane University. Charter School?s middle schooly(6?8) admits current, academically eligible 5th grade Charter School students. Remaining seats are filled with candidates who have applied and qualified through the community application process. I Charter School?s high school (9?12) admits current, academically eligible 8th grade- Charter School students. Remaining seats are filled with candidates who have applied and quali?ed through the community application process. I When there are more quali?ed applicants than there are vacant spots, a lottery is held to fill the positions. Charter School uses school specific application forms and procedures in addition to the Common Application Form and Timeline. Late applications are accepted, but are processed only if there are openings available in the grade to which the student has applied. Students may only be enrolled at the end of the application period. Material Terms. The following terms shall be considered material to Charter School?s Educational Program consistent with 11 3.2.6 of the Operating Agreement: Current grade con?gurations and levels served including previously approved grade expansions. Chatter School is authorized to serve grades through 12, and will add pre?K classes if space becomes available. Authorized Maximum Enrollment: 1,950. Essential characteristics of Educational Program Essential characteristic #1 Charter School offers a college preparatory, advanced academic course of study in partnership with Tulane University. With an emphasis on academic rigor and high expectations within our programs, Charter School?s students demonstrate high achievement and student success which are core to our school mission. Essential characteristic #2 Charter School provides a comprehensive arts based curriculum integrating core academic subjects with instruction in creative arts, including music, dance, dramatic arts, theatre, musical theatre, stagecraft, media arts, visual arts, creative writing and other creative arts. Instruction is both integrated and performance based. Essential characteristic #3 Charter School has a kindergarten through twelfth grade program that is grounded in four core values: kindness, respect, responsibility, and hard work. These values, together with a curriculum and researched?based teaching strategies that intertwine academics, the arts, and athletics form the basis of the Charter School program. Performance Review. Pursuant to the District?s authority and reSponsibility to monitor Charter School performance under La. R.S. any Operating Agreement with a Term greater than five years shall be subject to a formal Performance Review during the fifth year of the Term. Such Performance Review shall be consistent with the Performance Standards and Material Terms of the Operating Agreement. - The Performance Review shall culminate with a District ?nding of the degree to which Charter School is in good standing with the terms of the Operating Agreement. - For any ?nding that Charter School is not in good standing, OPSB shall document the reasons for the ?nding (Performance Issue(s)); the outcomes necessary for Charter School to resolve the Performance lssue(s); and a timeline for remedy or cure of the Performance Issue(s). 5. Donation. In consideration of the terms of the Operating Agreement, Lease and School- Speci?c Terms, including the 10 year term of those agreements, Charter School shall execute an act or acts of donation of all improvements made to immovable property owned by Orleans Parish School Board with non?public funds of Charter School through and including July 1, 201 l. I . .. (.mammamzmm?Jim?lhgk- 2. ff'slrr . .530 In" in. . - ,if?12' .5143:53? II I I 9 it" :59; - a ~23 . LIP.x?reei?ff??gw?-d?g?ri?n . . urn- ?srm-m .. - Wasvi' yr? ?ush-3kg? a . {airfram EXHIBIT 1 APPENDIX 3 ORLEANS PARISH SCHOOL BOARD CHARTER SCHOOL FACILITIES LEASE This Facilities Lease (?Agreement?) is entered into by and between the Orleans Parish School Board, a political subdivision of the State of Louisiana, herein represented by Lourdes Moran, its President, duly authorized (?Authorizer? or located at 3520 General de Gaulle Drive, Suite 5055, New Orleans, Louisiana 70114, and the Advocates For Arts-Based Education Corporation, a Louisiana Non-profit Corporation, herein represented by Blaine G. Lecesne, its President, duly authorized (hereinafter ?Charter School?), located at 546 Carondelet Street, New Orleans, Louisiana 70l30. RECITALS WHEREAS, OPSB is authorized, pursuant to La. R. S. 17:3971, et seq., (Charter School Demonstration Programs Law) to authorize the operation of charter schools; WHEREAS, effective January l, 2006, OPSB approved Charter School?s charter application and entered into an Operating Agreement with Charter School, which OPSB voted to renew on January 18, 20] 1; WHEREAS, OPSB is the owner of the Fortier Premises, located at 5624 Freret Street, New Orleans, Louisiana 70115, and the Lusher Premises, located at 7315 Willow Street, New Orleans, Louisiana 70118; WHEREAS. pursuant to La. RS. l7:3982, OPSB shall make available to chartering groups any vacant school facilities or any facility slated to be vacant for lease or purchase up to fair market value; WHEREAS, further pursuant to La. R.S. 17:3982, if such facilities were constructed at no cost to the OPSB, then such facilities including all equipment, books, instructional materials, and furniture within such facilities shall be provided to the charter school at no cost; WHEREAS, OPSB intends to make those portions of the facility (?the Premises?), as set forth in Appendix A, attached hereto and made a part hereof, to Charter School, and Charter School desires to lease the Premises from OPSB for purposes of operating Lusher Charter School (hereinafter ?the School?); and WHEREAS, this Agreement is intended to be part of the Charter School Operating Agreement between the Parties. Page 1 ofl7 NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and for other good and lawful consideration, the receipt and suf?ciency of which is hereby acknowledged, the Parties agree as follows: 1. PREMISES 1.1. 1.2. 1.3. 1.4. OPSB shall lease to Charter School the Fortier Premises, located at 5624 Freret Street, New Orleans, Louisiana 70115 (as more particularly described in Exhibit and the Lusher Premises, located at 7315 Willow Street, New Orleans, Louisiana 70118 (as more particularly described in Exhibit In accordance with OPSB Policy F606 Assignment of School Buildings, or its successor, OPSB may move the School to another facility as deemed necessary, taking into consideration such factors as building capacity, design alignment with grade levels served by the School, projected enrollment, program-specific needs, and community support and participation. OPSB shall make available only those facilities that it reasonably believes are safe and ready for occupancy. OPSB reserves the right to place two or more schools on said Premises ifthe school campus capacity allows for such placement, in which event Charter School shall have a non-exclusive right of use of common areas, including, but not limited to cafeterias, auditoriums, adjacent parking lots, playgrounds, athletic ?elds and any buildings belonging to OPSB. If two or more schools are housed in the leased Premises, Charter School shall have the exclusive use of designated classrooms, as mutually agreed to in a separate Memorandum of Understanding by the other school or schools assigned to the Premises. In the event two or more schools are placed on said Premises, all such schools shall use a common vendor for services, including, but not limited to, food services, janitorial services, maintenance and pest control services. If Charter School is housed in the leased Premises with an OPSB-operated school, Charter School shall use the vendors. Each party shall be responsible for payment of services based upon its pro-rata share of all services as calculated based upon student enrollment at the school. 2. TERM PAYMENT 2.1 OPSB hereby makes available the Premises to Charter School upon the terms and conditions hereinafter set forth, for a period of ten (10) years (?Term?) commencing on July I, 201 l, subject to the Superintendent?s annual review of facilities utilization pursuant to OPSB Policy F606. Page 2 of l7 2.1.1 2.2 Payments. 2.2.1 2.2.2 2.2.3 2.2.4 2.2.5 In the event that the Premises or a portion of it is unavailable for occupancy on the commencement date, OPSB agrees to suspend the Use Fee for whatever portion of the Premises is unavailable. Notwithstanding the foregoing, if the Charter School Operating Agreement is revoked, not renewed or otherwise terminated for any reason set forth in the Operating Agreement, or if Charter School otherwise ceases to operate for any reasons other than force majeure matters. this Facilities Lease shall terminate on the date said Charter School Operating Agreement is revoked or not renewed or on the date Charter School so ceases to operate. For purposes of this paragraph, ?force majeure matters? shall mean delay, epidemics, lock-outs, labor troubles, inability to procure materials, failure of power or unavailability of utilities, riots, insurrection, war, natural disasters (earthquakes, hurricanes, floods), or other reason of like nature not the fault of or under the control of Charter School and only if the failure to perform could not be avoided by the exercise of due care by Charter School. In consideration of the use of the Premises as set forth above, Charter School covenants and agrees to pay the School District a Use Fee, as set forth in Exhibit A, attached hereto and made part thereof. The Use Fee shall be invoiced in equal installments over a 12-month ?scal year, commencing January I, 2012, and shall be paid within 30 days of the date of such invoice. If Charter School fails to pay said invoice within 30 days, OPSB may withhold the delinquent amount owed from Charter School?s next Eligible Funds (as defined in the Operating Agreement) . The Use Fee shall be the actual costs of property and flood insurance on the Premises, including any insurance brokerage fee, unrelated to recovery of capital costs or depreciation that would be recovered in a traditional lease relationship. OPSB shall have the right to adjust the Use Fee annually based on the increase or decrease in the actual cost of property and ?ood insurance on the premises. The parties will work collaboratively to reduce risk and other factors to reduce insurance costs. The Use Fee shall not operate as a reduction in the capital outlay or debt service exclusion to the local revenues calculation provided for in La. R.S. Page 3 of 17 2.3 Security/Damage Deposit. Upon execution of this Agreement, Charter School shall remit a damage deposit to OPSB in the amount of $10,000 or, in the alternative, purchase a bond for the same amount (the ?Damage Deposit?). The Damage Deposit shall not be considered rent under this Agreement and shall be placed in escrow for these purposes. If no damage has been noted to the premises after the final inspection following termination of this Agreement, then the Damage Deposit will, within thirty one (31) days after termination of this Agreement, be returned to Charter School. If damage has been noted, the Damage Deposit will be applied toward repairs of the damage, and if any funds remain, the difference will be reimbursed to Charter School. Charter School shall, however, remain liable for any damages in excess of the Damage Deposit per Paragraph 6.8 of this Agreement. 2.4 Operating and Maintenance Expenses 2.4.1 Charter School shall be responsible for and shall pay the Operating Maintenance Expenses during the Term of this Agreement in accordance with OPSB Policy E501 Charter School Facility Management. 2.4.2 Charter School shall comply with all mandates set forth in OPSB Policy E501 or its successor. 2.4.3 Unavailability of Utilities. OPSB shall not be liable to Charter School for damages or otherwise if any utility or communication service, including, but not limited to water, gas, electric, sewer or telephone service is interrupted or terminated because of necessary repairs, installations, improvements or any cause beyond the control of School District for a period not to exceed 48 (forty-eight) hours. If any such interruption continues for longer than 48 hours, regardless of Whether or not such interruption or termination is caused by OPSB, the Use Fee shall be suspended on a per diem basis until such time that the utility and/or communication service is restored. OPSB agrees, except in the case of emergencies or a cause that is not within the District?s control, to give Charter School thirty (30) days advance written notice prior to such interruption or termination. 2.5 Capital Expenses. OPSB shall be responsible for all necessary Capital Improvement Projects and Capital Expenditures, pursuant to OPSB Policies E500 and E501, unless such expenditures are required because of damage caused by any act or omission or negligence of Charter School or its employees, agents, invitees, licensees or contractors. OPSB shall not be required to commence any such capital expenditure which is not in accordance with the District?s approved annual Capital Improvement Page 4 of 17 Plan. The provisions of this paragraph shall not apply in the case of damage or destruction by fire or other casualty or a taking under the power of eminent domain, in which events the obligations of the School District shall be controlled by Section 4.4 (Casualty and Condemnation). 2.6 Inspection of Premises. Prior to delivery ofthe Premises to Charter School, representatives from OPSB and from Charter School shall perform an inspection of the structural integrity, mechanical systems, communications system, building interior and exterior and landscaping of the Premises. The Parties shall complete a building inspection report listing the condition of all building structural and building systems. 2.7 Delivery of Premises. OPSB shall deliver to Charter School possession of the Premises on the commencement date in an and condition. OPSB makes no representations or warranties of any nature whatsoever as to the condition of the Premises for its intended purposes or for the condition of the Premises beyond matters of general life safety, structural integrity and mechanical integrity. Charter School?s taking possession of the Premises shall be deemed to be Charter School?s acceptance of the Premises in the order and condition as then exists. N0 promise of OPSB to alter, remodel, decorate, clean or improve the Premises or any portion thereof and no representation respecting the condition of the Premises or any portion thereof have been made by OPSB to Charter School. 2.8 Improvements. 2.8.1 Charter School shall make no capital repairs, capital replacements, capital improvements alterations in, additions to, or construction of any kind to the Premises without the prior, written consent. Charter School shall repair any damage resulting from its construction or use of the Premises. Such repairs, replacements, alterations or improvements shall be School District property, regardless of the source of funds for making same. Charter School shall remove any unauthorized improvements or alterations within thirty (30) days of demand by the OPSB. If Charter School fails to remove the improvements or alterations, OPSB may remove the improvements and alterations at Charter School?s cost. OPSB staff time spent removing said improvements and alterations, if applicable, shall be included as costs. 3 CHARTER COVENANTS. Charter School covenants at all times during the Term and such further time as Charter School occupies the Premises as follows: Page 5 of 17 3.1 To use the Premises exclusively for Charter School and related educational and community programs, in accordance with OPSB Policies E500 and KF1000, and for no other purposes; 3.2 To apply for, secure, maintain and comply with all licenses or permits which may be required for the conduct by Charter School of the business herein permitted to be conducted in the Premises and to pay, if and when due, all license and permit fees and charges of a similar nature in connection therewith; 3.3 To perform all work in the Premises in a good and workmanlike manner, employing materials of good quality and in compliance with all governmental requirements. All improvements, repairs or work in excess of $25,000.00 but less than $100,000.00 to be performed by Charter School on or in the Premises shall require Charter School to provide OPSB twenty (20) days advanced written notice. All improvements, repairs or work in excess of $100,000.00 to be performed by Charter School on or in the Premises shall be approved in writing by OPSB. Such approval shall not be unreasonably withheld, conditioned or delayed. All work performed on the Premises shall be accomplished only by quali?ed contractors hired in accordance with Louisiana Public Bid Laws. Charter School shall provide insurance certi?cates evidencing that the contractors and subcontractors performing such work have in full force and effect adequate insurance as required by the laws of the State of Louisiana, and public liability and builders risk insurance in such amounts and according to terms reasonably satisfactory to OPSB, and OPSB has been provided with a satisfactory Performance and Payment Bond. 3.4 To permit OPSB or agents, with reasonable notice, to enter the Premises for the purpose of inspecting the same, of making repairs, additions or alterations thereto and of showing the Premises to prospective purchasers or lenders and, during the last six (6) months of the Term, to prospective charter schools and other persons having a legitimate interest in inspecting the same. 3.5 To comply with the following that are not the responsibility of OPSB under Paragraph 2.4 (Operating and Maintenance Expenses) of this Agreement: all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, municipal and local governmental departments, commissions, boards and officers with respect to the Premises; (ii) all orders, rules and regulations of the National Board of Fire Underwriters, all Orleans Parish inspections, appropriate Ratings Bureau(s), the local Board of Fire Underwriters, or any other body or bodies exercising similar functions, foreseen or unforeseen, ordinary as well as extraordinary, which may be applicable to the Premises; all insurance policies Page 6 of 17 and the recommendations of all insurance inspections and insurance carriers with respect thereto at any time in force with respect to the Premises, the School or any part thereof; and (iv) all present or future rules and regulations for the use and occupancy of the Premises as OPSB, in its discretion, from time to time promulgates. 3.6 To establish and maintain security measures appropriate to reasonably protect the Premises, individuals properly present at the Premises, and the personal property located thereon and to cooperate with OPSB in maintaining such security measures. Such security measures shall be at least equivalent to the security measures maintained by OPSB at other schools within the School District. 3.7 Not to: assign, transfer, hypothecate, mortgage, encumber, or convey this Agreement or any interest under it or subject or permit any lien or charge to exist upon this Agreement or any interest under it; (ii) allow any transfer of, or any lien upon, Charter School?s interest in this Agreement by operation of law or otherwise; or sublet the Premises in whole or in part. This subsection shall not preclude temporary use by third parties in accordance Board Policy 3.8 Not to suffer any mechanics?, labOrers? or materialmen?s liens to be filed against the Premises or any portion thereof or any interest therein by reason of any work, labor, services performed at, or materials furnished to, or claimed to have been performed at, or furnished to, the Premises or the School, by, or at the direction or sufferance of, Charter School, or anyone holding the Premises by, through or under Charter School. 3.9 Not to affix, maintain or locate (above and beyond what is typical for other OPSB schools within the School District) any signs, advertising placards. names, insignia, trademarks, descriptive material or any other such like item or items on the Premises or School except such as shall have ?rst been approved by OPSB in writing. 3.10 To comply with directives and requirements to implement Emergency Operations Plan at the School. The School?s Emergency Response Team shall comply with any training requirements that may be implemented by OPSB. 3.11 If Charter School fails to perform any of its obligations under this Agreement, OPSB may (but shall have no obligation to) perform the work at the expense of Charter School after giving written notice thirty (30) business days in advance to Charter School, or without notice if in reasonable opinion an emergency exists. Charter School shall be responsible for any actual costs, fees and expenses incurred in performing Charter School?s obligations hereunder. Page 7 of 17 4 SCHOOL COVENANTS 4.1 Delivery of Premises. OPSB covenants that it will deliver the premises to Charter School under the terms and conditions set out in this Agreement. 4.2 Quiet Enjoyment. OPSB covenants that Charter School shall have the right to peacefully and quietly have, hold and enjoy the Premises without any encumbrance or hindrance by or from OPSB, its agents, employees, successors and assigns. 5 TERMINATION 5.1 Upon termination of this Agreement, by lapse of time or otherwise, Charter School shall remove any and all of its personal properties, supplies, and equipment of all kinds from said Premises. Charter School shall deliver the Premises, upon termination, in as good a state or condition as the same were when entered upon, less reasonable use and wear thereof and damages by ?re and accident excepted. 5.2 Right to Terminate. Notwithstanding anything to the contrary in this Agreement, the Parties mayjointly elect to terminate this Agreement as of June 30th of any year of the Term. 5.3 Default. 5 .3.1 5.3.2 If OPSB is in material default under this Agreement, OPSB shall have ?fteen (15) days after Charter School has noti?ed OPSB by written notice of such default, either to remedy such default or, in the case of a default which cannot be remedied within fifteen (15) days, to commence and be diligently pursuing all necessary action to remedy such default. In the event that OPSB has neither remedied nor commenced and diligently pursued a remedy, Charter School may, but shall not be obligated to, terminate this Agreement by providing OPSB at least sixty (60) days? advance written notice. If Charter School is in material default under this Agreement, Charter School shall have ?fteen (15) days after OPSB has noti?ed Charter School by written notice of such default, either to remedy such default or in the case of a default which cannot be remedied within ?fteen (15) days to commence and be diligently pursuing all necessary action to remedy such default. In the event that Charter School has neither remedied nor commenced and diligently pursued a remedy, OPSB shall have the right to either cure the default, in which case the cost of effecting such cure shall be due and payable within ten (10) days after receipt of an invoice Page 8 of 7 5.3.3 for same from OPSB, or (ii) terminate this Agreement by providing Charter School at least sixty (60) days? advance written notice. An uncured event of material default under this Agreement constitutes a default under the Charter School Operating Agreement with OPSB. 5.4 Casualty and Condemnation. If the Premises are made unusable by fire, ?ood or other casualty, or taken by any governmental entity pursuant to its power of eminent domain. the Parties agree to the following: 5.4.1 5.4.2 OPSB and Charter School may elect to coordinate in reasonable efforts to locate another School District building out of surplus, if any, for the School to continue operations; or Either School District or Charter School may elect to terminate this Agreement as of the date of the ?re or flood or other casualty or the actual taking by eminent domain, by notice to the other party within thirty (30) days after the date of the fire or other casualty, or in the case of eminent domain, by notice delivered as soon as reasonably possible after a party receives notice or otherwise becomes aware of such proceedings. If there is any award or payment by the condemning governmental entity, Charter School shall not be entitled to any portion thereof. OPSB agrees to notify Charter School if it receives any notice of proposed taking by a governmental entity pursuant to eminent domain. 6 INSURANCE LIABILITY 6.1 Charter School shall obtain and maintain, at all times during the Term, appropriate insurance, insuring OPSB and its agents and Charter School, as their interests may appear, against all claims made by or on behalf of any persons, firm or corporation, arising from, related to, or connected with the conduct and operation of Charter School?s business in the Premises that is sufficient, adequate, and necessary to operate its educational program at the Premises, including, but not limited to, general liability insurance, workers?compensation insurance, unemployment compensation insurance, motor vehicle insurance, and errors and omissions insurance with policy limits as set forth below: 6.1.1 6.1.2 Comprehensive general liability: $1,000,000.00 minimum combined single limit. Officers, directors and employees errors and omissions: $1,000,000.00 per claim/annual aggregate, subject to a maximum deductible not to exceed $10,000.00 per claim. Page 9 of 17 6.1.3 Comprehensive motor vehicle liability and physical damage (if appropriate): $1,000,000.00 for each, combined single limit. 6.1.4 Workers? compensation: as required by state law. 6.2 All of said insurance shall provide that it will not be subject to cancellation, termination or change except after at least thirty (30) days prior written notice to OPSB. The policies or duly executed certi?cates for the same (which shall evidence the insurer?s waiver of subrogation to claims against OPSB) together with satisfactory evidence of the payment of the premium thereon, shall be deposited with Office of Risk Management on or before the Commencement Date and upon renewals of such policies, not less than thirty (30) days prior to expiration of the term of such coverage. If Charter School fails to comply with such requirements, OPSB may obtain such insurance and keep the same in effect, and Charter School shall be responsible for the premium cost thereof on demand. . 6.3 Each and every agent shall warrant when signing the Certificate of Insurance that he or she is acting as an authorized representative on behalf of the company affording insurance coverage under this Agreement and that the company is licensed by the State of Louisiana and is currently in good standing with the Commissioner of Insurance for the State of Louisiana. 6.4 Any an all companies providing insurance required by this Agreement must meet the minimum financial security requirements as set forth herein. The rating for each company must be indicated on the Certi?cate of Insurance. Companies providing insurance under this Agreement must have a current Best?s Rating not less than and Best?s Financial Size Category not less than Class VII. 6.5 OPSB shall be covered as an additional insured under any and all insurance required by this Agreement. Confirmation of this shall appear on all Certificates of Insurance and any and all applicable policies. 6.6 OPSB will maintain ?all risk? casualty, property damage, and flood insurance for the Premises in accordance with the School District?s policies and procedures. 6.7 In the event that damage to the Premises is attributable to any act or omission of Charter School, its employees or agents, Charter School shall be responsible for all costs and expenses relating to such damage to the extent such damage is not covered under property insurance; or 6.7.2 all costs and expenses for such damage up to the amount of property insurance deductible if such damage is covered under Page 10 ofl7 property insurance. The amount of the deductible on property insurance is to be determined by OPSB at its sole and absolute discretion and is subject to change without notice at the sole and absolute discretion of OPSB. 6.8 In the event that property insurance premium increases directly and solely due to a claim or claims attributable to any act or omission of Charter School, its employees or agents, Charter School shall be responsible for the increase in premium cost to the Premises. 6.9 Whenever any loss, cost damage or expense resulting from ?re, flood, explosion or any other casualty or occurrence is incurred by either of the parties to this Agreement or anyone claiming by, through or under them in connection with the Premises and such party is then either covered in whole or in part by insurance (or self-insurance) with respect to such loss, cost. damage or expense, or required under this Agreement to be so insured (or self-insured), then the party so insured (or so required or self?insured) hereby releases the other party from any liability said other party may have on account of such loss, cost, damage or expense to the extent of any amount recovered by reason of such insurance or self-insurance (or which could have been recovered, had insurance been carried as so required) and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof, provided that such release of liability and waiver of the right to subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (provided that in the case of increased cost the other party shall have the right, within thirty (30) days following written notice, to pay such increased cost thereupon keeping such release and waiver in full force and effect). 6.10 Charter School will report to OPSB any and all pending or threatened claims or charges, and provide general counsel and risk manager with all notices of claims, cooperate fully with OPSB in the defense of any claims asserted against OPSB, its board members, agents or employees arising from or related to the operation of Charter School, and comply with the defense and reimbursement provisions of and Charter School?s applicable insurance policies. 6.11 Indemnification and Disclaimer of Liability. 6.11.1 The Parties agree that Charter School is not acting as the agent of, or under the direction and control of OPSB, except as required expressly by law or this Agreement, and that OPSB does not assume liability for any Page 11 ofl7 loss or injury resulting from the acts or omissions of Charter School, its directors, trustees, agents, or employees. 6.11.2 Charter School acknowledges that it is without authority to extend the faith and credit of OPSB to any third party. Charter School shall clearly indicate to vendors and other entities and individuals that the obligations of Charter School under agreement or contract are solely the responsibility of Charter School and are not the responsibility of OPSB. 6.11.3 Charter School shall defend, indemnify, and hold harmless OPSB and its officers, directors, agents, and employees from any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including but not limited to attorneys? fees and/or litigation expenses which may be brought or made against or incurred by OPSB arising out of any action of Charter School, its employees, agents or assigns, except when caused in whole or in part by the wanton, willful or intentional acts of OPSB. The provisions or limits of insurance required under this Agreement shall not limit the liability of Charter School. 6.1 .4 OPSB shall defend, indemnify, and hold harmless he Charter School and its officers, directors, agents, and employees from any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including but not limited to attorneys? fees and/or litigation expenses which may be brought or made against or incurred by Charter School arising out of any action of OPSB, its employees, agents, or assigns, except when caused in whole or in part by the wanton, willful or intentional acts of Charter School. The provisions or limits of insurance required under this Agreement shall not limit the liability of OPSB. 6.11.5 This Agreement is not an employment contract. No officer, employee, agent, or subcontractor of Charter School is an officer, employee, or agent of OPSB. 6.11.6 OPSB shall not be liable for any debts or financial obligations of Charter School incurred pursuant to this Agreement. 6.11.7 Charter School shall not be liable for the debts or ?nancial obligations of OPSB. 7 AGREEMENT CONSTRUCTION 7.1 Entire Agreement. The Parties intend this Agreement, including all attachments and exhibits, to represent a final and complete expression of their agreement, which shall be considered the Agreement. All prior representations, understandings and Page 12 of17 discussions are merged herein, and no course of prior dealings between the Parties shall supplement or explain any terms used in this document. 7.2 Authority. The individual officers, agents and employees of the parties hereto who execute this Agreement do hereby individually represent and warrant that they have full power and lawful authority to execute this Agreement and perform the transactions contemplated hereunder, on behalf of and in the name of their respective principals and/0r employers. 7.3 Notice. Any notice required or permitted under this Charter shall be in writing and shall be effective immediately upon personal delivery, subject to verification of service or acknowledgment of receipt, or three (3) days after mailing when sent by certified mail, postage prepaid to the following: Orleans Parish School Board: Charter School: Superintendent Chief Executive Officer Orleans Parish School Board Advocates For Arts-Based Education 3520 General de Gaulle Dr. Corporation SW6 5055 546 Carondelet Street New Orleans: LA 70] 14 New Orleans, Louisiana 70130 With copy to: Superintendent 3520 General de Gaulle Drive Suite 5055 New Orleans, Louisiana 70114 And copy to: General Counsel 3520 General de Gaulle Drive Suite 5055 New Orleans, Louisiana 701 14 7.4 Waiver. The failure of either party to insist on strict performance of any term or condition of this Agreement shall not constitute a waiver of that term or condition, even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 7.5 Assignment. No right or interest in the this Agreement may be assigned by anyone on behalf of Charter School without prior written approval of OPSB and delegation of any contractual duty of Charter School shall not be made without prior written Page 13 of]? approval of OPSB, which approval may be given or withheld at the sole discretion of OPSB. 7.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana and all applicable federal laws of the United States. The Parties intend that where this Agreement references federal or state laws, state regulations and OPSB policy, that they be bound by any amendments to such laws, regulations and policies upon the effective date of such amendments. 7.6.2 Charter School shall comply with all federal and state laws and regulations that are applicable to charter schools unless Charter School has expressly received a waiver from such laws and regulations. Charter School shall conform, in all respects, with the educational standards contained in the Charter Operating Agreement. 7.7 Venue. The Parties irrevocably consent to any suit, action, or proceeding with respect to this Agreement being brought in the Civil District Court for the Parish of Orleans, State of Louisiana. 7.8 Severability. The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition, and the remainder of the Agreement shall remain in effect unless otherwise terminated by one or both ofthe Parties. 7.9 Third Parties. The enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to OPSB and Charter School. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other or third person. It is the express intent of the parties to this Agreement that any person receiving services or benefits hereunder shall be deemed an incidental bene?ciary only. 7.10 Counterparts; Signature by Facsimile. The Agreement may be signed in counterparts, which shall together constitute the original Agreement. Signatures received by facsimile by either of the parties shall have the same effect as original signatures. 7.11 Amendment. The Parties recognize that amendments to this Agreement may be approved from time to time hereafter. Material Amendment to this Agreement shall be effective only with approval of both OPSB and Charter School. Page 14 of 17 7.12 Relationship of the Parties. Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto or any other relationship other than the relationship of School District and Charter SchooL 7.13 Title. title to the Facilities and Premises is and shall always be paramount to the title of Charter School, and nothing herein contained shall empower Charter School to do any act which can, shall or may encumber the title of OPSB. RENIAINDER OF PAGE INTENTIONALLY BLANK Page 15 ofl7 IN WITNESS WHEREOF, the Parties have made and entered into this Agreement as of the Effective Date. ORLEANS PARISH SCHOOL BOARD ADVOCATES FOR EDUCATION CORPORATION Signature Signature Print Name: Lourdes Moran Print Name: Title: President Title: Date: Date: Page 16 01?17 IN WITNESS WHEREOF, the Parties have made and entered into this Agreement as of the Effective Date. ORLEANS PARISH SCHOOL BOARD ADVOCATES FOR ARTS-BASED EDUCATION CORPORATION Ava-? Signature Signature Print Name: Lourdes Moran Print Name: 8 15 CESNE Title: President Title: PR 65} Date: 4 Date: Page '16 0f17 EXHIBIT USE FEE for PREMISES LOCATED AT 5624 FRERET STREET and 7315 WILLOW STREET PROPERTY Insurance FLOOD TOTAL Building Description Address BLDG CNTS Total Value Cost Insurance (Property and (Property, Cost Flood) Boiler, Terrorism) Fortier Boiler Building 5624 Freret Street $117,266 $3,518 $120,784 $1,026.06 $854.00 $1,880.06 Fortier Gymnasium 5624 Freret Street $1 ,540,41 8 $46,213 $1,586,631 $13,478.42 $4,707.00 $18,185.42 Fortier Main Building 5624 Freret Street $14,059,094 $1,846,450 $15,905,544 $135,117.54 $4,336.00 $139,453.54 Fortier Storage Building 5624 Freret Street $24,599 $738 $25,337 $215.24 $295.00 $510.24 Lusher Main Building 7315 Willow Street $5,160,400 $250,000 $5,410,400 $45,961.33 $7,688.00 $53,649.33 Goldring Performing Arts Center 7315 Willow Street $2,136,677 $40,000 $2,176,677 $13,269.90 $891 $14,160.90