INNOVATION NETWORK SCHOOL AGREEMENT
This Innovation Network School Agreement (the “Agreement”) is made and entered into
as of June 15, 2015 by and between The Board of School Commissioners of the City of
Indianapolis (“IPS”) and Phalen Leadership Academy-Indiana, Inc. (“Operator”) (together, the
“Parties”) to reconstitute Francis Scott Key School 103 and operate it as the Phalen Leadership
Academy at Francis Scott Key School 103 (the “School”) as an Innovation Network School.
RECITALS
A.
IPS is authorized pursuant to Indiana Code § 20-25.5-1, et seq., to enter into an
agreement with a school management team to reconstitute and operate an eligible school as an
Innovation Network School;
B.
IPS has determined that the School is eligible to be reconstituted and operated as
an Innovation Network School;
C.
The School is located at 3920 Baker Drive, Indianapolis, Indiana 46235
(“Building”); and
D.
IPS and Operator desire to reconstitute and operate the School as an Innovation
Network School to be located and operated in the Building, and for Operator to have the right to
use the Building for such operations, in accordance with all applicable laws and the terms of this
Agreement.
AGREEMENT
In consideration of the mutual agreements set forth in this Agreement, and for other good
and valuable consideration, the Parties agree as follows:
ARTICLE I: THE SCHOOL
1.01 Location. Beginning in the 2015-16 school year, Operator will operate the School
as an Innovation Network School located in the Building.
1.02

Grades Served. The School will serve students in grades kindergarten through

six.
1.03 Attendance Area. The School’s attendance area (“Attendance Area”) shall be
defined as the area designated in Exhibit A hereto.
1.04 Projected Enrollment. By June 1, 2015, and by no later than May 1 for each
subsequent year thereafter during the term of this Agreement, the Parties shall prepare a
projection of the number of students reasonably likely to be enrolled in the School in the next

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 school year (“Projected Enrollment”). The Parties shall determine the School’s Projected
Enrollment in substantially the same manner as it is determined for other IPS schools.
1.05 Students in Attendance Area. Any student who is eligible to attend an IPS school
in one of the grades served by the School and who lives in the Attendance Area may attend the
School and may not be refused enrollment.
1.06 Students Outside Attendance Area. If the School’s Projected Enrollment for the
upcoming school year is less than 250 students, the School may enroll students from outside of
the Attendance Area who are eligible to attend an IPS school in one of the grades served by the
School; provided, however, that the number of such students from outside of the Attendance
Area enrolled in the School shall be no greater than is required to increase the School’s total
enrollment to 250 for the upcoming school year. IPS shall have no obligation to provide
transportation to students attending the School who do not reside in the Attendance Area.
ARTICLE II: OPERATOR
2.01 School Management Team. Operator shall be the “school management team” for
the School, as that term is defined in IC § 20-25.5-3-5, and shall be responsible for the operations
of the School.
2.02 Operational Autonomy. Operator shall have full operational autonomy to run the
School as provided by law and as set forth in this Agreement.
2.03 Good Standing and Nonprofit Status. Operator represents that it is an Indiana
nonprofit corporation in good standing with the State of Indiana, and that the Internal Revenue
Service (“IRS”) (a) has determined it to be tax exempt, or (b) is reviewing Operator’s application
for tax-exempt status. Operator shall immediately notify IPS if (a) its tax-exempt status is
questioned, modified, or revoked by the IRS, (b) its application for tax-exempt status is denied or
questioned by the IRS, or (c) it receives notice that it is no longer in good standing with the State
of Indiana. Operator may not operate the School without having been determined to be tax
exempt by the IRS unless IPS expressly agrees in writing to allow it to do so.
2.04 Articles and Bylaws. Operator represents that true and accurate copies of its
current Articles of Incorporation (“Articles”) and Bylaws are attached to this Agreement as
Exhibits B and C. If Operator amends its Articles or Bylaws during the term of this Agreement,
it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws,
within 30 days of the amendment.
2.05 Operator’s Board of Directors. Operator represents that a true and accurate list of
its directors (“Directors”) is attached to this Agreement as Exhibit D. If there are any changes to
the Directors during the term of this Agreement, Operator shall provide notice to IPS of the
change within 30 days.
2.06 Public Records. Operator shall maintain, and make available for inspection and
copying, records relating to the School in compliance with the Access to Public Records Act, IC
5-14-3.
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 2.07 Open Door Law. Operator shall conduct meetings of the Directors relating to the
School in compliance with the Open Door Law, IC 5-14-1.5.
ARTICLE III: ACADEMIC PROGRAM
3.01 Curriculum. Operator represents that an accurate description of the curriculum
that Operator plans and intends to implement in the School is attached to this Agreement as
Exhibit E (“Curriculum”). If Operator makes any material changes to the Curriculum during the
term of this Agreement, it shall provide notice of such changes to IPS within 30 days after the
decision to make such changes is made.
3.02 Performance Goals and Accountability Metrics. The Parties agree that the
performance goals and accountability metrics for the School are attached to this Agreement as
Exhibit F (“Educational Goals”).
3.03

Special Education.

(a)
IPS acknowledges that it is the Local Educational Agency (“LEA”), that it shall be
responsible for compliance with all duties and obligations that it has as the LEA under Applicable
Law with respect to special education services, and that Operator is not the LEA. IPS shall
provide special education staff and services for the School’s students in substantially the same
manner as IPS provides such staff and services in other IPS schools, in accordance with IPS
policies and procedures for providing such staff and services, and in compliance with Applicable
Law. IPS will provide such staff and services in a manner that, to the extent it is reasonably
practicable, is consistent with the School’s academic program and general operations. Upon
request, IPS shall provide Operator with data relating to the manner in which it provides special
education staff and services to other IPS schools.
(b)
IPS’ responsibility for providing such special education services shall include,
without limitation, all administrative and procedural aspects of such special education services,
such as, but not limited to, referral processes, evaluations, reevaluations, eligibility
determinations, placement decisions, compliance with Child Find mandates, and development and
implementation of individualized education programs (“IEPs”) for students in the School in
accordance with Applicable Law.
(c)
The Parties shall in good faith cooperate with each other with respect to IPS’
provision of special education services to the School’s students. Operator’s obligation of
cooperation shall include, without limitation, ensuring that Operator’s teaching and administrative
staff fulfill their roles in implementing the School’s students’ IEPs, participating in required
meetings, identifying and referring students who attend the School who may be eligible for
special education and related services, and providing IPS with access to students and student
information reasonably necessary to enable IPS to provide special education services as required
by this Agreement and Applicable Law.
3.04 ESL Services. IPS shall provide English as a Second Language (“ESL”) services
to the School’s students in the manner required by Applicable Law. Operator shall cooperate
with IPS with respect to IPS’ provision of such ESL services to the School’s students.
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 3.05

Alternative Education Programs.

(a)
Operator may make referrals of students who attend the School to IPS alternative
education programs in accordance with IPS’ applicable policies and procedures, and such students
shall have access to such alternative education programs on the same basis as other IPS students.
(b)
Operator may expel a student enrolled in the School in accordance with the
School’s policies and procedures so long as such expulsion is permitted by Applicable Law. In
the event of such expulsion, IPS may review such student’s disciplinary record and procedures
related to the expulsion, and the student may appeal the expulsion and be eligible for placement in
an IPS alternative education program in accordance with IPS rules and procedures that apply to
similarly situated students in other IPS schools.
ARTICLE IV: RELATIONSHIP OF THE PARTIES
4.01. Nature of Relationship. Operator will operate as an independent contractor to
IPS. Nothing in this Agreement is intended to, or shall, create a partnership or joint venture
between the Parties.
4.02. No Agency. Unless expressly provided in this Agreement or otherwise agreed in
writing, neither Party will be an agent of the other Party or have the express or implied authority
to bind the other.
4.03. No Separate LEA. The School is considered to be part of IPS and shall not be
considered a separate LEA.
4.04. Inclusion of Performance Results. Operator authorizes the Indiana Department of
Education (“IDOE”) to include the School’s performance assessment results under IC 20-31-8
when calculating IPS’ performance assessment under rules adopted by the Indiana State Board of
Education (“State Board”).
ARTICLE V: APPLICABLE LAWS
5.01. Applicable Law. The Parties agree that the School is subject to and must be
operated in compliance with certain laws and regulations, that certain laws and regulations that
apply to a governing body or school corporation may not apply to the School or its operation,
and that both Parties shall perform their obligations under this Agreement in compliance with all
laws and regulations that do apply to the School or its operation (collectively, “Applicable
Law”), as may be amended from time to time.
5.02. No Discrimination. The Parties agree that the School is subject to, and shall be
operated by Operator in compliance with, all federal and state laws and constitutional provisions
that prohibit discrimination, including without limitation all such laws and provisions that
prohibit discrimination on the basis of disability, race, color, gender, religion, or ancestry.
5.03. Inapplicable State Laws and Regulations. The Parties agree that, except as
provided in this Agreement or required by Applicable Law, no provision of Indiana law

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 otherwise applicable to a governing body or school corporation, or rule or guideline adopted by
the State Board, shall apply to the School or its operation.
ARTICLE VI: PERSONNEL
6.01 Personnel Decisions. Except as provided in paragraph 6.02 below, Operator is
responsible for all personnel and human resources aspects of the School’s operation, including
without limitation all personnel decisions in the School, and shall not be bound by any contract
entered into by IPS under IC 20-29.
6.02 IPS Personnel. IPS is responsible for all personnel, compensation, and human
resources decisions and responsibilities related to the personnel who provide the services that
IPS is required to provide pursuant to this Agreement.
6.03 Collective Bargaining. Employees of Operator who work in the School (“School
Personnel”) may organize and collectively bargain under IC 20-29.
6.04 Participation in Retirement Funds. School Personnel are entitled to participate in
either the state teachers’ retirement fund created by IC 5-10.4 or the public employees’
retirement fund created by IC 5-10.3.
6.05 Employment Status. Unless expressly agreed otherwise in writing, School
Personnel shall not be employees of IPS, and employees and contractors of IPS shall not be
employees of Operator.
6.06 Certified Personnel. The School’s certified personnel, whether School Personnel
or personnel hired or employed by IPS, including without limitation all teachers and personnel
providing special education and ESL services, shall at a minimum have the qualifications
required by Applicable Law.
6.07 Criminal History Background Checks. Operator shall perform all criminal history
background checks required by Applicable Law, including without limitation those required on
School Personnel, applicants, vendors, contractors, and volunteers.
6.08 Employment Records. Operator is responsible for maintaining the employment
records for all School Personnel.
6.09 Discipline and Oversight of Personnel. The Parties agree that an employee or
contractor of a Party shall be subject to the oversight and applicable disciplinary policies and
procedures of that Party. If either Party believes in good faith that a contractor or employee of
the other Party has engaged in inappropriate conduct or is inadequately performing his or her
duties at the School, or has any other complaint about any such contractor or employee in
relation to the School, then: (a) that Party (“Complaining Party”) may make a complaint and
provide all information relevant to the complaint to the other Party (“Responding Party”); (b) the
Responding Party will promptly investigate the complaint and in good faith consider all
information provided by the Complaining Party; (c) the Complaining Party shall propose a
resolution of the complaint; and (d) the Responding Party will resolve the complaint in a manner
that is consistent with its disciplinary policies and procedures that apply to the employee or
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 contractor. Upon request, the Responding Party shall provide a copy of the disciplinary policies
and procedures that apply to the employee or contractor at issue.
ARTICLE VII: POLICIES AND PROCEDURES
7.01 Policies and Procedures. Operator represents that the general operational policies
and procedures that it plans and intends to use in operating the School shall be provided to IPS
by no later than May 15, 2015 (“School Policies”). If Operator makes any material changes to
the School Policies during the term of this Agreement, it shall provide notice of such change and
an updated copy of the affected policies or procedures within 30 days of the adoption of such
change. “Material change” means a change of such magnitude that the provision or policy
changed no longer reflects the terms that the Parties originally intended.
7.02 Required Policies and Procedures. The School Policies must include, without
limitation, policies and procedures relating to the manner in which Operator will (a) receive and
address complaints and other comments from students’ parents and guardians, other
stakeholders, and the public generally; (b) receive and resolve grievances and complaints from
School Personnel; (c) comply with Title IX; (d) comply with the McKinney-Vento Act; and (e)
implement School discipline, including the process for appealing disciplinary decisions. The
School Policies also must include any other policies and procedures required by Applicable Law.
ARTICLE VIII: FACILITIES
8.01 Facilities and Permitted Use Thereof. The Building and related equipment,
furnishings, and property improvements, including any athletic fields and related improvements,
and the land (the “Land”) on which the Building and related improvements are located, are
collectively referred to herein as the “Facilities.” The Parties acknowledge that all Facilities are
owned by IPS. Beginning on June 15, 2015 (“Commencement Date”), and during the Term of
this Agreement, Operator may use and occupy the Facilities solely for the operation of the
School as permitted by this Agreement and Applicable Law. Operator may request consent from
IPS for Operator to provide summer learning programs in the Facilities, and such consent may
not unreasonably be withheld. Operator shall not use, or permit the use of, the Facilities for any
other purpose, including without limitation any use of the same that would be deemed to be a
public or private nuisance, or for purposes that are not related to its operation of the School.
Operator shall abide by all reasonable rules and regulations established by IPS for purposes of
reasonably protecting and preserving the Facilities. At least annually, Operator will make a good
faith determination as to whether it will use all the equipment, furniture, furnishings, and other
personal property of IPS in the Facilities that is permitted to be used by Operator in connection
with its operation of the School (the “Furnishings”). To the extent there are such Furnishings
that Operator has determined it is not using and will not use for such purposes, Operator will
provide IPS with a list of such Furnishings, and IPS will remove them within 30 days of
submission of the annual equipment list. Operator will not be liable for maintenance or damages
for such Furnishings IPS does not remove. IPS reserves to itself the use of the Land and
Building to the extent they are not being used in connection with the operation of the School.
8.02 Use by Community Groups. The use of the Facilities by community groups
(“Community Groups”) shall be prohibited without the consent of IPS, which may be withheld in
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 its sole discretion. Any such use shall also require that such Community Groups execute the
standard form use and waiver documents, and provide evidence of appropriate insurance
(including without limitation commercial general liability and worker’s compensation coverage),
as then may be required by IPS. IPS reserves the right to use the Facilities for its own purposes
or by Community Groups so long as such use does not interfere with Operator’s use of the
Facilities for school purposes.
8.03 Changes in the Building. IPS reserves the right to change the Facilities by
changing the exterior facade of the Building or the number and use of all buildings on the Land
other than the Building; provided that the size of the Building shall not be materially decreased
and the exterior entrances to the Building shall not be closed or materially obstructed. IPS shall,
to the extent reasonably possible, make such changes at times other than during School Hours,
and shall provide Operator with written notice at least 60 days in advance of any such changes
prior to the commencement of work by IPS, unless doing so would not be practicable.
8.04 AS IS Condition. Operator hereby agrees and acknowledges that the Facilities are
being made available in an “AS IS” condition, without warranty or representations of any type,
including, without limitation, any implied warranties of habitability or suitability for a particular
purpose. Operator hereby acknowledges that it has had the opportunity to perform, and to the
extent it so desires has performed, such inspections of the Facilities and is relying solely upon
such inspections as the basis for accepting the Facilities in their “AS IS” condition and is not
relying in any way upon any statement of IPS or any information provided by IPS or on IPS’
behalf. Notwithstanding anything to the contrary in this section, IPS shall deliver the Facilities
in a condition acceptable to the Indiana State Department of Health for the operation of a school.
On or before June 15, 2015, the Parties shall jointly visit the Facilities and use their best efforts
to identify and agree upon the repairs, cleaning, or alterations reasonably required for the health
and safety of students who will be attending the School. If the Parties cannot agree upon which
such repairs, cleaning, or alterations are reasonably required for the health and safety of students,
the Parties shall select a qualified, independent third party (“Inspector”) to evaluate the disputed
issues, and such Inspector’s decision as to the necessity of the repairs, cleaning, or alterations
shall be binding upon both Parties. All Furnishings located in the Building as of the
Commencement Date shall be available for Operator’s use in operating the School.
8.05 Holding Over. In the event Operator remains in possession of the Building with
IPS’ written permission after the termination of this Agreement, Operator shall be deemed to be
occupying the Building as a tenant at sufferance and shall immediately vacate the Building upon
written request from IPS.
8.06 Surrender of the Facilities. On the termination of this Agreement, Operator shall
leave the Facilities in good condition and repair. Operator shall return and surrender to IPS all
keys, security access cards, mail box keys, and keys to interior doors and improvements that
were provided to Operator by IPS. Operator shall remove from the Facilities all of its trade
fixtures, operating equipment, furniture, and other personal property, and shall repair any
damage occasioned by any such removal not later than the termination date of this Agreement.
In no event shall Operator remove any Furnishings, Facilities, or personal property provided by
IPS. The obligations under this Section shall survive the termination of this Agreement.

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 8.07 Possession. Operator shall have the right to assume possession of the Building on
the Commencement Date, subject to the terms of this Agreement. To the extent reasonably
necessary for planning purposes, Operator may request permission for access to the Building
prior to the Commencement Date, and such permission shall not unreasonably be withheld. Such
access shall not interfere with the current school’s operation or student learning.
8.08 Services. IPS agrees to furnish Operator the following services related to the
Facilities (the “Services”) in a manner in which such services are customarily provided in
schools that IPS operates:
(a)

Hot and cold water;

(b)

Sanitary sewer service;

(c)

Electrical and gas service;

(d)
Heating, ventilating and air conditioning (“HVAC”) service during the hours of
6:00 a.m. to 7:00 p.m. during normal school days for the School and during special events at the
School so long as Operator provides at least one week notice of such special event to IPS
(collectively, “School Hours”), and additional HVAC service shall be available for non-School
Hours provided that Operator shall reimburse IPS for the excess costs of such service based on a
per hour rate reasonably established by IPS as an estimate of the costs of such service;
(e)
(f)
Building;

Fire protection sprinkler system;
Periodic window washing of the exterior side of the exterior windows of the

(g)

Dumpster service; and

(h)

Intercom and bell services.

8.09 Security-Related Information Technology. IPS shall provide security-related
information technology for the School. IPS shall provide Operator with access control cards to
the Facilities in substantially the same manner as it provides such cards at IPS’ other schools,
and Operator shall be responsible for distributing and maintaining such cards. Any securityrelated equipment shall be included in the term Furnishings. Notwithstanding the foregoing, IPS
security cameras shall remain in the current locations, subject to relocation of such cameras by
IPS from time to time. IPS shall provide security and emergency notice services in a manner
consistent with its procedures for other IPS schools, as established from time to time, for periods
other than School Hours. IPS shall be responsible for the maintenance and repair of fire
monitoring and access control equipment in a manner consistent with its practice for other IPS
schools and subject to reasonable restrictions established by Operator. This Section shall be
subject to the provisions of the Maintenance Appendix as defined below. IPS shall provide
bridge access to the security systems, including camera monitoring, HVAC, door access control,
and fire systems as customarily provided to other IPS schools. The Parties shall cooperate to
develop a communication protocol allowing for notification of IPS in case of an emergency
regarding the Facilities or in case of a security breach regarding the Facilities during non-School
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 Hours. Operator shall provide IPS with a list of any security equipment that it may purchase and
shall collaborate with IPS to insure consistency between Operator’s and IPS’ standard security
equipment and needs. IPS shall not be responsible for any costs incurred by Operator in
purchasing additional security equipment, nor for any additional costs resulting from the use or
the inconsistency of the security systems.
8.10 Technology Infrastructure; Network Services. IPS is responsible for providing,
repairing, and maintaining technology infrastructure and network services at the School. Any
maintenance or repair required for such infrastructure and network services shall be provided in
the same manner provided to other IPS schools by a technology vendor approved by Operator,
with such approval not to be unreasonably withheld. IPS acknowledges that, due to the role of
technology in Operator’s Curriculum, any such maintenance or repair must be made as promptly
as practicable, but by no later than three business days after the request for the repair is made.
The initial information technology equipment located at the School as of the commencement of
the Term is included in the defined term Furnishings and includes, without limitation, servers,
switches, wireless access points, uninterruptible power supplies, and additional technology
infrastructure at the Facilities. IPS shall provide internet and phone service to the School in the
same manner they are provided to other IPS schools. IPS will not be provided with access to
Operator’s internet or communication systems except as is required for IPS to provide the
services required under this Agreement, including required monitoring systems, camera
monitoring, HVAC, door access control, and alarms. All internet, telephone, and other
communication services provided pursuant to this Section 8.10 shall be used by Operator solely
for purposes of operating the School.
8.11 Snow and Ice Removal. IPS shall provide snow and ice removal from the
sidewalks, parking areas, and driveways at the Facilities at times during School Hours so as to
provide clear pathways for the School’s students and staff for ingress and egress to the Facilities
and parking for the School’s staff and visitors.
8.12 Suspension of Services. IPS reserves the right to suspend service of the HVAC,
electrical, gas, water, plumbing or other mechanical systems in the Building, and sweeping, snow
removal and maintenance of the Facilities, when necessary by reason of governmental
regulations, civil commotion or riot, accident or emergency, or for repairs, alterations, or
improvements which in the reasonable judgment of IPS are necessary, or for weather or any
other reason beyond the power or control of IPS. IPS shall not in any way be liable or
responsible to Operator for any loss or damage or expense which Operator may sustain or incur
if, because of conditions beyond IPS’ control, the quantity or character of any utility service is
changed or is no longer available or suitable for Operator’s requirements. IPS shall make
commercially reasonable efforts to ensure that the utility services or mechanical systems are
reinstated as soon as reasonably possible. IPS shall use commercially reasonable efforts,
consistent with its procedures at other IPS schools, to complete all repairs, alterations, and
maintenance in a manner that is calculated to avoid any material interference with the operation
of the School.
8.13 Excessive Use. In the event that any lights, machinery, or equipment, including
but not limited to, computers and servers, used by Operator in the Facilities materially affects the
temperature otherwise maintained in the Facilities, or if Operator’s use of the Facilities results in
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 Services listed in this Article being used in excess of that which is reasonable and customary for
a comparable school in a building owned by IPS of a similar age and condition with an academic
program and model substantially similar to the Curriculum, the costs of such excess Services as
determined by IPS, acting reasonably and in good faith, shall be charged to Operator and shall be
due to IPS within 30 days of IPS’ invoice to Operator for such charges, which shall include a
methodology for the calculation of such charges. Upon request, IPS shall provide Operator with
data relating to the reasonable and customary cost of the Services listed in this Article. If IPS
reasonably determines that Operator’s use of the School resulted in such electrical, gas, water, or
sewage usage that can be shown to exceed the usage at comparable schools operated by IPS,
with an academic program and model substantially similar to the Curriculum, IPS shall be
entitled to install meters, submeters, or other measuring devices to determine the consumption of
such Services in the Facilities and to bill Operator for such excess use as is determined by such
measuring devices.
8.14 IPS’ Maintenance and Repair Obligation. IPS shall keep the foundation, walls,
exterior windows, and exterior and interior doors (including window and door frames, door
hardware, opening and closing systems, and plate glass in said windows and doors), structural
columns, HVAC and fire protection, and security equipment and systems relating to or serving
the Facilities wherever located, and gas, electrical, water, and sanitary sewer systems and
equipment relating to or serving the Facilities in good condition and repair as provided in more
detail in the Maintenance Appendix, which shall be provided to Operator no later than June 15,
2015, and attached hereto as Exhibit G and made a part hereof (the “Maintenance Appendix”).
In addition, IPS shall keep the parking areas, driveways, sidewalks, entryways, loading docks,
roof, gutters and downspouts in or adjacent to the Facilities, or used by Operator in connection
with its operation of the School, in good condition and repair. Any maintenance, repairs, or
replacements to such matters made necessary by any negligence or willful misconduct of
Operator, its agents, employees, invitees, or students attending the School (collectively,
“Operator’s Affiliates”) shall be paid for by Operator. IPS, at reasonable times and without prior
notice, may inspect and make repairs to the Facilities as IPS reasonably may deem necessary,
and to alter, improve, or repair any portion of the Facilities. IPS shall use reasonable efforts to
restrict inspections and repairs requiring entry into the Facilities to other than the School Hours,
or to otherwise perform the same so as to avoid any material interference with the operation of
the School in the same manner as it does for other IPS schools. IPS shall make repairs in a
timeframe that is comparable to the timeframe in which repairs are made at other IPS schools.
Upon request, IPS will provide Operator with information regarding the timeframe in which IPS
provides such repairs at other IPS schools.
8.15 Orderly Manner. Operator shall maintain the portions of the Building that it uses
in a neat, clean, and orderly manner.
8.16 Alterations. Except as otherwise agreed by the Parties in writing or in this
Agreement, Operator shall not install canopies or awnings, or in any way change the Building (or
the appearance thereof). No remodeling, additions, alterations or structural change shall be made
in the Building by Operator without the prior written consent of IPS, which shall not be
unreasonably withheld. Operator shall have the right to paint the interior walls of the Building,
attach non-permanent materials and fixtures to the walls of the Building, and install all furniture,
furnishings, and equipment it reasonably deems necessary or desirable for its operation of the
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 School, all at no cost to IPS, and Operator may remove any such items at its discretion. No
additions to the existing Building or the construction of new buildings by Operator shall be
permitted unless agreed by the Parties in writing. Any improvements, furnishings and equipment
installed on the Building shall be maintained by Operator, at Operator’s expense, in good
condition and repair. All permitted alterations, changes, partitions, and installations of
improvements (the “Alterations”) shall be performed by a contractor duly licensed by the state or
local authority responsible for licensing building contractors and approved by IPS, such approval
not to be unreasonably withheld. Operator hereby agrees to indemnify and save harmless IPS
from any and all costs or expenses, including attorneys’ fees, that IPS may incur by reason of
any claim for labor performed or material furnished or violation of any federal, state or local
statute, regulation, code, ordinance or other law that may arise by reason of the installation of
any Alteration or fixtures, equipment or partitions by Operator as herein provided. No
installation of, repair to, or other activity concerning equipment within or other Alterations made
to the Building shall: (i) adversely affect the structural integrity of the Building; (ii) impair or
affect the weather-tight condition of the roof or decrease the roof’s useful life; (iii) overload
electrical circuits or equipment; (iv) overload or unreasonably burden plumbing, water or
sanitary sewage disposal facilities; (v) overload, unreasonably burden or otherwise adversely
affect heating, air conditioning and other mechanical facilities or equipment; or (vi) otherwise
affect the Building in any materially adverse way. Any and all personal property and unattached
equipment installed by Operator may be removed at the termination of this Agreement, provided
that Operator shall repair any and all damage caused by the removal of any such personal
property or unattached equipment. Any personal property and unattached equipment remaining
in the Building upon termination of this Agreement shall, if not removed within 10 days after
written demand from IPS to Operator to remove the same, at IPS’ option in its sole discretion,
become the property of IPS, and IPS may retain or dispose of such personal property and
unattached equipment in its sole discretion and without liability to account to Operator; provided,
Operator shall reimburse IPS for the costs of storing or disposal of such personal property or
unattached equipment. Operator shall submit to IPS detailed plans and specifications in
connection with any Alterations and evidence that said plans and specifications are in
compliance with Applicable Law. IPS reserves the right, along with any architects or other
consultants retained by IPS to inspect any completed Alterations, and, if Alterations are not in
compliance with any Applicable Law, Operator shall, at Operator’s cost, make such modification
or alteration to the completed Alterations as shall be required to bring the same in compliance.
IPS’ consent to the plans and specifications, or any work proposed or completed by Operator,
shall not be deemed a representation or affirmation regarding compliance with any such
Applicable Law or regarding the suitability of such Alterations for Operator’s intended purposes.
In any event, Operator shall not remove any improvements and shall surrender the Premises at
the end of the Term in good condition and repair, ordinary wear and tear and damage by casualty
or condemnation excepted.
8.17 Signage. All of Operator’s exterior signage and interior signage visible from
outside the Building shall be subject to approval of IPS, which IPS will not unreasonably
withhold.
8.18 Environmental. Except for “Hazardous Materials” (as such term is defined
herein) stored or used in the ordinary course of Operator’s operation of the School and in
compliance with Applicable Law, Operator shall not cause or permit any Hazardous Materials to
11
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 be brought, used, stored, generated, or disposed of on, in, under, or about the Facilities, by
Operator or Operator’s Affiliates in violation of any “Hazardous Materials Laws” and shall
operate from the School in full compliance with all “Hazardous Materials Laws,” as defined
below. Operator shall be solely responsible for the violation of Hazardous Materials Laws
caused by Operator’s or Operator’s Affiliates. IPS shall be solely responsible for the violation of
Hazardous Materials Laws caused by IPS or its employees, agents or contractors. The term
Hazardous Materials means and includes, without limitation, any flammable explosives,
radioactive materials, asbestos, organic compounds considered to be hazardous (including those
organic compounds known as polychlorinated biphenyls), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related
materials, as such substances are defined or included in the definition of “hazardous substances,”
“hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” or “toxic substances”
under the Hazardous Materials Laws. The term Hazardous Materials Laws shall mean and
include, without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Resource Conservation and Recovery Act, the Hazardous Materials
Transportation Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act
and the Safe Drinking Water Act, as the same may be amended from time to time, as well as any
similarly related federal, state and local laws and ordinances, and regulations now or hereafter
adopted or promulgated pursuant thereto. Operator’s and IPS’ obligations under this Section
shall survive the expiration or earlier termination of this Agreement.
8.19 Waiver of Subrogation. IPS hereby releases Operator from any liability to IPS (or
anyone claiming through or under Operator by way of subrogation) for any loss or damage to the
Facilities, caused by fire or other perils normally covered by standard casualty insurance whether
or not such property is actually insured against any such loss, even if such loss or damage shall
have been caused by the fault or negligence of Operator or Operator’s staff, contractors, students,
visitors, employees, officers, invitees or agents (collectively, “Operator’s Occupants”). Operator
hereby releases IPS from any liability or responsibility to Operator (or anyone claiming through
or under IPS by way of subrogation) for any loss or damage to Operator’s property caused by
fire or other perils normally covered by standard casualty insurance, whether or not such
property is actually insured against any such loss or damage, even if such loss or damage shall
have been caused by the fault or negligence of IPS or IPS’ staff, contractors, students, visitors,
employees, officers, invitees, or agents (collectively, “IPS’ Occupants”). Any fire and casualty
insurance obtained by IPS or Operator shall recognize this Section and contain an appropriate
waiver of subrogation clause.
8.20 Liens. Operator shall not through its actions allow the Facilities to become
subject to any security interest, lien, charge, or encumbrance whatsoever. If any mechanic’s lien,
materialmen’s lien or other lien is placed against the Facilities as a result of Operator’s actions,
or those of Operator’s Affiliates, Operator shall, within 40 days after notice thereof, remove
same or cause the same to be released and discharged of record by posting a bond with the
appropriate court of law in the amount of the lien. Operator shall indemnify and hold IPS
harmless in the event of any default by Operator under this provision, which indemnification
shall survive the expiration or sooner termination of this Agreement.
8.21 Casualty. In the event the Building or other Facility is partially or totally
destroyed by fire or other casualty, then, subject to the following terms of this Section, IPS shall
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 repair or restore the same to substantially the same condition as existed prior to such fire or other
casualty. Notwithstanding the foregoing provision, in the event the Building or other Facility is
partially or totally destroyed by fire or other casualty, and such damage will result in uninsured
costs in excess of $100,000 to repair or restore, IPS in its sole discretion shall have the option to
either rebuild and repair the Building or other Facility or to terminate this Agreement. IPS shall
give notice in writing to Operator of IPS’ election to rebuild and repair or to terminate this
Agreement, as the case may be, within 30 days of the happening of the event of destruction or
damage (“IPS’ Casualty Election”). IPS shall use all commercially reasonable efforts to provide
temporary space in another school owned or run by IPS and, if reasonably possible, located
within a radius of five miles of the Building, for Operator following a casualty loss unless IPS
has elected to terminate as permitted above; provided, however, that IPS shall have no obligation
to provide temporary space for Operator if the period in which the Building or other Facility is
unavailable for Operator’s use is 10 days or less. If the Building or other Facility is rendered
partially or wholly untenable from fire or other casualty, and if IPS does not provide temporary
space, Operator shall have the option to terminate this Agreement, so long as Operator provides
written notice to IPS of Operator’s exercise of the option to terminate within 30 days of receipt
of IPS’ Casualty Election. In the event IPS elects to rebuild and repair and Operator does not
exercise its option to terminate, IPS shall proceed with the same as soon as practical and in all
events shall use commercially reasonable efforts to cause such rebuilding and repair to be
completed to substantially the same condition as existed prior to such destruction as soon as is
reasonably possible. In the event that it becomes impracticable for the Building to be used to
operate the School, the Parties will use their best efforts to agree upon the use of an alternative
facility in which Operator can operate the School within 30 days.
8.22 Eminent Domain. If the whole or any material part of the Building or Facilities
shall be taken or acquired by any public or quasi-public authority under the power or threat of
eminent domain, this Agreement shall terminate as of the later of (a) the day possession shall be
taken by such public or quasi-public authority or (b) 90 days following Operator’s election to
terminate, which election shall be available to Operator at any time after notice of the planned
taking or acquisition is given. All compensation awarded or paid for any taking or acquiring
under the power or threat of eminent domain, whether for the whole or a part of the Facilities,
shall be the sole property of IPS, and Operator hereby assigns to IPS all of Operator’s right, title,
and interest in and to any and all such compensation; provided, however, that IPS shall not be
entitled to any award specifically made to Operator for the taking of Operator’s furniture,
furnishings, and improvements.
8.23 Taxes. The Building and Land are currently exempt from all real estate taxes. To
the extent that any real estate taxes are assessed against the Building and Land during the Term
of this Agreement, IPS shall be responsible for paying such taxes. Operator shall be responsible
for all taxes imposed on its own fixtures, equipment, and other personal property.
8.24 Force Majeure. In the event that IPS or Operator is delayed, hindered in, or
prevented from doing or performing any act or thing related to the Facilities required by this
Agreement by reason of strikes, lock-outs, casualties, Acts of God, labor troubles, inability to
procure materials, failure of power, governmental laws or regulations, riots, insurrection, war, or
other causes beyond the reasonable control of such Party, then such Party shall not be liable or
responsible for any such delays, and the doing or performing of such act or thing shall be
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 excused for the period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
8.25 No Lease. The Parties acknowledge and agree that this Agreement is not a lease,
provides no real estate interest in the Building or Land, and provides to Operator merely a right
to possession of the Facilities for the limited and exclusive purpose of operating the School.
8.26 Additional Equipment. By no later than July 1, 2015, IPS shall make available to
Operator, solely for School use, no fewer than three multi-functional copy/print/scanner/fax units
that are operational and reasonably comparable to other such units in use at other IPS schools.
At least one unit shall be a color unit and two units shall be black and white units. IPS will pay
reasonable costs for ordinary repairs and routine maintenance.
ARTICLE IX: FINANCIAL MATTERS
9.01 Monthly Payment. Beginning on July 1, 2015, and on or before the first business
day of each month thereafter during the term of this Agreement, IPS shall pay Operator a
monthly payment (“Monthly Payment”) that is equal to (a) the sum of $635.91, multiplied by (b)
the number of students reported in the most recent Average Daily Membership (“ADM”) count
for the School as reported to the IDOE or the number of students actually enrolled in the School
on the ADM count days (“Student Count”), whichever is higher; provided, however, that the first
12 Monthly Payments due under this Agreement shall in no event be less than the sum of
$158,977.50 per month.
9.02 ADM. The ADM for the School shall be determined pursuant to Applicable Law
then in effect. The Parties agree that there currently are two ADM counts each year and that the
amount of each Monthly Payment shall be based on the most recent ADM count or Student
Count, whichever is higher. Operator shall report the ADM and Student Count to IPS in a timely
manner as required by Applicable Law. Operator represents and warrants that the ADM and
Student Count it reports to IPS shall be complete and accurate.
9.03 Management Fee. Beginning on July 1, 2015, and on or before the first business
day of each month thereafter during the term of this Agreement, IPS shall pay Operator an
additional monthly payment for a management fee that is equal to (a) the amount of the Monthly
Payment, multiplied by (b) a percentage, which shall initially be 10 percent and then shall
decrease each year by one percentage point until it reaches three percent, as follows:
(i)

10 percent from July 1, 2015 through June 30, 2016;

(ii)

nine percent from July 1, 2016 through June 30, 2017;

(iii)

eight percent from July 1, 2017 through June 30, 2018;

(iv)

seven percent from July 1, 2019 through June 30, 2020; and

(v)

six percent from July 1, 2020 through June 30, 2021.

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 9.04 ESEA and Other Governmental Funding and Grants. Operator shall cooperate
with IPS in IPS’ efforts to obtain applicable federal Elementary and Secondary Education Act
funds for the School, including without limitation Title I, Title II, and Title III funds, and other
governmental funding, in the same manner that other IPS schools cooperate in such efforts. In
the event that additional governmental grant opportunities become available, the Parties shall
reasonably cooperate in attempting to obtain funding from such additional governmental grants
that may benefit the School, and the School shall be eligible to receive a share of any such grant
funds in the same manner and pursuant to the same criteria as other IPS schools.
9.05 Preoperational Funds. On or before June 15, 2015, IPS shall pay Operator the
sum of $175,000 to be used in Operator’s preparations to operate the School.
9.06 Philanthropic Gifts. Any funds received by a Party through philanthropic gifts,
grants, or donations from individuals or nongovernmental organizations shall be the sole
property of the Party that received them. The Parties may agree in writing to engage in joint
fundraising efforts and shall allocate any funds raised through such efforts in the manner set
forth in such written agreement.
9.07 School Improvement Grants. The Parties shall throughout the term of this
Agreement engage in their best efforts to cooperate in attempting to obtain one or more School
Improvement Grants (“SIG”) for the School, with such efforts to include the submission of an
application for a SIG in 2015. To the extent any such grant funds are awarded for use in the
School, they shall supplement and not supplant any other amounts that Operator is to receive
from IPS pursuant to this Agreement.
9.08 Technology and Licensing Funds. On or before June 15, 2015, IPS shall pay
Operator the sum of $252,909 for the blended learning licenses, software, hardware, and other
such items that Operator reasonably needs for the School’s operation (“Technology Items”). The
Technology Items shall be used solely for purposes of Operator’s operation of the School and
shall be owned by IPS. On or before August 1, 2015, Operator shall provide IPS with a
complete list of the Technology Items it has purchased and receipts related to such purchases,
and shall provide an updated list and additional receipts of any items purchased after August 1,
2015 within 30 days of purchase.
9.09

Contracting.

(a)
General Contracting. Each Party is responsible for obtaining, contracting with,
and paying its own vendors for goods it acquires and services it provides under this Agreement.
(b)
Purchasing and Procurement. Each Party will be subject to the purchasing and
procurement laws and requirements applicable to that Party.
9.10 Accounting and Audits. Operator shall comply with generally accepted fiscal
management and accounting principles. In addition to any audits required by Applicable Law,
Operator shall submit to IPS within 180 days following the end of each fiscal year during the
term of this Agreement financial statements audited by an independent certified public
accountant.
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 ARTICLE X: COMMUNITY RELATIONS
10.01 Community Engagement. Operator shall perform an assessment of community
needs and conditions affecting students who reside in the Attendance Area and are eligible to
attend the School, and shall develop a plan for engaging the community to, and promoting
community partnerships that will, assist Operator in meeting such students’ needs.
10.02 Media and Communications. The Parties shall reasonably cooperate in
responding to any media communications regarding the School or its operation.
10.03 Joint Meetings. Operator and IPS shall hold a joint public meeting that complies
with IC § 20-25.5-4-7 at least two times each year to discuss issues and progress concerning the
School, and shall reasonably cooperate in scheduling, publicizing, and coordinating such
meetings.
ARTICLE XI: ADDITIONAL SERVICES
11.01 Transportation. IPS shall provide transportation on school days to students who
are enrolled in the School in the same manner that transportation is customarily provided to
students who attend other schools operated by IPS, including without limitation transportation
for field trips, non-program activities, electives, and extra-curricular activities for the School’s
students to the same extent and in the same manner that IPS provides transportation for students
in other IPS schools. Operator may provide transportation for study or field trips related to the
School’s instructional program so long as such transportation is reasonably comparable to
transportation that is provided by IPS and complies with Applicable Law. In the event that
Operator provides summer school, Operator and IPS will cooperate as reasonably necessary to
develop a plan for providing transportation for the School’s students who are enrolled in summer
school, and IPS will provide transportation services for such Students to the same extent and in
the same manner that IPS provides transportation for students in other IPS schools enrolled in
summer school. The Parties agree that the School’s students waiting for or travelling in
transportation provided by IPS remain subject to the School’s applicable rules, regulations, and
code of conduct, and that the Parties will cooperate with respect to any discipline that relates to a
student’s ability to travel in IPS transportation. In the event there is an accident or other incident
concerning student safety that occurs while the School’s students are travelling in transportation
that IPS provides, IPS will promptly notify Operator.
11.02 Food Services. IPS shall provide food services at the School and the Operator
will provide to IPS all demographic information required by law for all students enrolled in the
School to qualify and participate in the free and reduced-price breakfast, lunch, and snack
programs. IPS will provide all free and reduced-price breakfast, lunch, and snack programs, and
other available federally funded services for which the School’s students qualify, at a level
equitable to those services provided to students at the same grade level who attend other schools
operated by IPS
11.03 Nursing Services. IPS will provide with nursing staff and services at the School
in a manner comparable to such staff and services that IPS currently provides at the School.

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 11.04 Media Services. IPS shall provide personnel to support media services at the
School in a manner consistent with how IPS provides personnel to support such services in other
IPS schools. Such personnel shall reasonably cooperate with Operator in providing such services
to support the School’s Curriculum. Upon request, IPS will provide Operator with information
regarding the manner in which IPS provides such services to other IPS schools.
11.05 Social Services. IPS shall provide a social worker who will provide services at
the School in a manner consistent with how social workers generally provide such services at
other IPS schools. Such social worker shall reasonably cooperate with Operator in providing
such services at the School. Upon request, IPS will provide Operator with information regarding
the manner in which IPS provides such services to other IPS schools.
11.06 Cost of Goods and Services. The Parties agree that to the extent IPS provides any
goods or services to Operator, whether pursuant to this Agreement or otherwise, IPS may not
charge Operator more for such goods or services than IPS pays for them. Except as stated in this
Agreement or otherwise agreed in writing, IPS shall not require payment from Operator for the
goods or services IPS is agreeing to provide in this Agreement.
ARTICLE XII: REPORTS
12.01 Reports. The Parties will cooperate in identifying the reports that Operator will
be required to provide to IPS, including financial and other reports, and the schedule on which
such reports will be provided. The Parties anticipate that such reports will be substantially
similar to reports submitted by other IPS schools. Operator shall in any event provide all
information and reports reasonably necessary to allow IPS to obtain public funding and
otherwise comply with Applicable Law.
ARTICLE XIII: INTELLECTUAL PROPERTY
13.01 Proprietary Materials. Each of the Parties shall own its own intellectual property,
including without limitation all trade secrets, know-how, proprietary data, documents, and
written materials in any format. Any materials created exclusively by IPS for the School shall be
owned by IPS, and any materials created exclusively by Operator for the School shall be
Operator’s proprietary material. The Parties acknowledge and agree that neither has any
intellectual property interest or claims in the other Party’s proprietary materials.
Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be
jointly owned by the Parties and may be used by the individual Party as may be agreed upon by
both Parties from time to time.
13.02 Name. Operator owns the intellectual property right and interest to the name
Phalen Leadership Academy-Indiana. During the Term of this Agreement, Operator grants to
IPS a perpetual license to use the name as it relates to the School and the relationship the Parties
have pursuant to this Agreement.

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 ARTICLE XIV: INSURANCE AND RISK OF LOSS
14.01 Insurance Coverage. Operator shall secure and keep in force during the Term of
this Agreement commercial general liability insurance coverage, including contractual coverage,
automobile liability insurance coverage, and sexual misconduct and molestation coverage, with
minimum liability limits of $5,000,000 per occurrence. IPS is to be named as an additional
insured for any liability arising, directly or indirectly, under or in connection with this
Agreement, or with regard to the operations of the School or any event arising therefrom. IPS
shall maintain casualty insurance on the Facilities in substantially the same manner as it insures
other IPS schools. Operator shall also provide (a) broad form casualty coverage for all personal
property at the Schools, including the Furnishings, which coverage shall be on a full replacement
value basis, and (b) worker’s compensation insurance to the extent required by the laws of the
State of Indiana. Any deductible or other similar obligation under Operator’s insurance policies
shall be the sole obligation of Operator and shall not exceed $25,000.
14.02 Form of Policies. All of Operator’s insurance policies shall be issued by
insurance companies qualified to operate in Indiana and otherwise reasonably acceptable to IPS.
Such policies shall name IPS, and such other related parties as IPS elects, as additional insureds.
Evidence of insurance shall be delivered to IPS on or before the Effective Date, and thereafter
within 30 days prior to the expiration of the term of each such policy, or immediately upon
Operator’s obtaining a new policy.
14.03 Indemnification. Subject to the policy limits of the insurance coverage required
by this Agreement, each Party will protect, indemnify, and save harmless the other Party for all
claims and suits, including court costs, attorneys’ fees, and other expenses, caused by the
indemnifying Party’s acts or omissions in relation to the School or this Agreement.
14.04 Evidence of Insurance. Each Party will furnish a certificate of insurance to the
other Party evidencing the required coverage within 30 days after the Effective Date of this
Agreement and annually thereafter. Each Party will provide to the other Party notice of any
cancellation or material adverse change to such insurance within 30 days of such occurrence.
14.05 Cooperation. To the extent that it is reasonably practicable, each Party will
comply with any information or reporting requirements required by any of the other Party’s
insurers.
14.06 Insurance Companies. All insurance coverage described in this Article shall be
obtained from companies that are authorized to do business in the State of Indiana that have an
A.M. Best Rating of "A" or better.
ARTICLE XV: SAFETY OF STUDENTS
15.01 Health and Well-Being of Students. The Parties will use their best efforts to
protect the safety and well-being of students enrolled in the School. The Parties acknowledge
that they are subject to and will comply with all requirements of applicable law, and agree that,
in the event that, in connection with his or her attendance at the School, any student is injured,
experiences bullying, or otherwise encounters a situation in which the safety or well-being of
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 that student is at issue, both Parties will communicate regarding the incident or situation,
cooperate to take immediate action to obtain help for or assist the student, and work to quickly
address any ensuing problems.
15.02 IPS Police Department. Operator may utilize the IPS Police Department to the
same extent and in the same manner as other IPS schools.
ARTICLE XVI: IMMUNITY
16.01 No Waiver of Immunity. Nothing in this Agreement shall be construed to waive
any immunity to which IPS, the School, Operator, or any individual or entity is entitled under
Applicable Law.
16.02 Mutual Release from Liability. To the extent permitted by Applicable Law, each
Party will release the other Party and all of its respective employees, officers, directors, trustees,
subcontractors, and agents from any losses, liabilities, damages, and claims that may arise out
of, or by reason of, any act or omission of the releasing party under this Agreement. This
mutual release applies only to the extent that it reiterates existing law and enforces each Party’s
obligations as may be permitted by law. This mutual release does not and shall not be construed
to expand or increase the liability or scope of its liability of either Party. To the extent that this
provision purports to create liability or potential liability on the part of either Party beyond its
legal authority or power to incur liability, this Section 16.02 is invalid.
ARTICLE XVII: TERM OF THE AGREEMENT; TERMINATION
17.01 Term. The initial term of this Agreement shall begin on June 15, 2015 (the
“Effective Date”) and end on June 30, 2020 (“Initial Term”). The Agreement shall automatically
renew for successive five-year terms (each a “Renewal Term”) unless a Party provides written
notice to the other Party not less than 180 days prior to the expiration of the Initial Term, or the
then current Renewal Term, that it does not wish to renew the Agreement for a Renewal Term.
As used herein, a “Term” includes the Initial Term and any and all Renewal Terms. This
Agreement is subject to the Termination provisions below.
17.02 Termination.
(a)
Termination Rights of Both Parties. Either Party may terminate this Agreement in
the event that the other Party fails to remedy a material breach of this Agreement within 30 days
after written notice by the non-breaching Party of such breach; provided, however, that if the
breach would affect the safety or well-being of a student or is not reasonably capable of being
cured, then no such notice and opportunity to cure shall be required.
(b)
Material Breach: For purposes of Section 17.02(a), a “material breach” of this
Agreement shall include the failure of a Party to comply with or fulfill any material obligation,
condition, term, provision, or covenant contained in this Agreement, including without limitation
any failure by Operator to meet generally accepted fiscal management and government
accounting principles, comply with Applicable Law, or meet the Educational Goals set forth in
this Agreement.
19
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 (c)
Termination by Mutual Written Consent. This Agreement may be terminated by
mutual consent of both Parties, without penalty to either Party, with such termination to be
effective at such time, and upon such other terms, as set forth in such written consent.
(d)
Termination Related to Academic Performance. IPS may terminate this
Agreement if the School is placed in one of the lowest two categories of school improvement for
three or more consecutive years in which it is operated by Operator. A termination under this
Section 17.02(d) shall be effective at the end of the then current school year so long as notice of
such termination is provided by the later of 180 days prior to the end of the then current school
year or within 45 days of the IDOE’s publication of the School’s rating.
(e)
Termination Related to Funding. If after June 1, 2017, Operator has used its best
efforts to obtain funds other than payments from IPS to fund the School’s operations, but has been
unable to raise funds reasonably necessary to enable it to operate the School and implement the
Curriculum, then Operator may terminate this Agreement no later than 60 days prior to the
scheduled start of the next school year; provided, however, that in no event shall Operator be
permitted to terminate the Agreement pursuant to this subsection during a school year. If after
June 1, 2017, IPS cannot reasonably provide the payments to which Operator is entitled under this
Agreement, IPS may terminate the Agreement no later than 60 days prior to the scheduled start of
the next school year; provided, however, that in no event shall IPS be permitted to terminate the
Agreement pursuant to this subsection during a school year.
(f)
Bankruptcy; Dissolution. This Agreement will terminate immediately upon the (i)
filing by any Party of a voluntary petition in bankruptcy; (ii) adjudication of such Party as
bankrupt; (iii) the filing of any petition or other pleading in any action seeking reorganization,
rearrangement, adjustment, or composition of, or in respect of such Party under the United States
Bankruptcy Code or any other similar state or federal law dealing with creditors’ rights generally;
(iv) appointment of a receiver, trustee or other similar official of such Party or its property; or (v)
the dissolution of its corporate entity.
(g)
Change in Applicable Law. If any change in Applicable Law is enacted after the
Effective Date will have a material adverse effect on the ability of any Party to carry out its
obligations under this Agreement, such Party may, at its election and upon written notice to the
other Party, terminate this Agreement or request renegotiation of this Agreement for purposes of
complying with such changes in Applicable Law, with any such renegotiation to be undertaken in
good faith. If the Party elects renegotiation and the Parties are unable to renegotiate and agree
upon revised terms within 30 days after such notice of renegotiation, then this Agreement will be
terminated effective at the end of the school year in which such notice was given.
(h)
Effective Date of Termination. Any termination pursuant to this Article XVII shall
be effective at the end of the then current school year; provided, however, that any termination
may be made effective immediately upon written notice if such immediate termination is
necessary to protect the health, safety, or welfare of students.
17.03 Effect of Termination. In the event of termination under this Agreement, each
Party’s obligations to the other with respect to the School shall terminate, except that any
obligations that are imposed by Applicable Law, contemplated as surviving termination, or
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 reasonably necessary to wind down the Parties’ relationship created by this Agreement,
including without limitation finalizing any reporting requirements imposed by Applicable Law
or this Agreement, record retention requirements, reimbursement for damaged furniture or
equipment, and payment owed for time periods prior to termination but not yet paid, shall
survive termination. Termination of this Agreement shall not amount to a waiver of any cause of
action, for breach of this Agreement or otherwise, that either Party may have against the other.
ARTICLE XVIII: GENERAL AND MISCELLANEOUS PROVISIONS
18.01 Entire Agreement. The terms and conditions of this Agreement, including the
Exhibits, which are incorporated herein, constitute the entire agreement between the Parties with
respect to the School and all other matters addressed herein, and this Agreement supersedes all
prior discussions and agreements, whether oral or written, regarding the subject matter of this
Agreement.
18.02 Jurisdiction and Venue. Each Party consents and submits to the jurisdiction of the
state and federal courts located in the State of Indiana for purposes of any action, suit or
proceeding arising out of or relating to this Agreement and agrees that exclusive venue for any
action, suit, or proceeding arising out of or relating to this Agreement shall be in the state or
federal courts located in Marion County, Indiana.
18.03 Governing Law. The laws of the State of Indiana, without regard to its conflict of
laws provisions, will govern this Agreement, its construction, and the determination of any
rights, duties, obligations, and remedies of the Parties arising out of or relating to this
Agreement.
18.04 Counterparts, Facsimile Transmissions. This Agreement may be executed in
identical counterparts, all of which will be deemed an original, but all of which will constitute
one Agreement.
18.05 Official Notices. All notices and other communications required by the terms of
this Agreement must be in writing and sent to the Parties hereto at the addresses set forth below.
Unless otherwise agreed in writing by the receiving Party, notice may be given by: (i) certified or
registered mail, postage prepaid, return receipt requested; (ii) reputable overnight carrier, postage
prepaid; (iii) electronic mail if sent to the email address set forth below; or (iv) personal delivery
(with written receipt confirming such delivery). Notice will be deemed to have been given two
school days after mailing as described in clauses (i) and (ii) above, on the date of personal
delivery, or on the date of email transmission if on a business or school day during normal
business hours (or, if not, the next succeeding business day). The addresses of the Parties are:
For IPS:
Dr. Lewis Ferebee
120 East Walnut Street
Indianapolis, IN 46204

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 For Operator:
Earl Martin Phalen
11001 Marina Drive, #410
Quincy, MA 02171
18.06 Assignment. Except as expressly provided in this Agreement, neither Party may
assign or delegate any rights or obligations under this Agreement without the prior written
consent of the other Party, which may be withheld at each Party’s sole discretion.
18.07 Amendment. This Agreement may not be altered, amended, modified, or
supplemented except in a written document executed by the Parties.
18.08 Waiver. No waiver of any provision of this Agreement will be effective unless
made in writing, no waiver of any breach of any provision of this Agreement shall be held as a
waiver of any other or subsequent breach, and no waiver shall constitute a waiver of any other
provision of this Agreement unless otherwise expressly stated.
18.09 Severability. The Parties intend that each provision of this Agreement constitutes
a separate agreement between them. Accordingly, the provisions of this Agreement are
severable and, in the event that any provision of this Agreement shall be deemed invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining provisions will
not be affected, but will, subject to the discretion of such court, remain in full force and effect,
and any invalid or unenforceable provision will be deemed, without further action on the part of
the Parties, amended and limited to the extent necessary to render the same valid and
enforceable.
18.10 Successors and Assigns. This Agreement will be binding upon, and inure to the
benefit of, the Parties and their respective successors and permitted assigns.
18.11 No Third-Party Rights. This Agreement is made for the sole benefit of IPS and
the Operator and their respective successors and permitted assigns. No person or entity who is
not a Party to this Agreement shall have, or be deemed to have, any rights under this Agreement
or any relationship with either of the Parties by virtue of this Agreement, including without
limitation any relationship in the nature of a third-party beneficiary or fiduciary.
18.12 Headings and Captions. The headings and captions appearing in this Agreement
have been included only for convenience and shall not affect or be taken into account in the
interpretation of this Agreement.

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 PHALEN LEADERSHIP ACADEMY-INDIANA, INC.

By:
Name:
Title:

BOARD OF SCHOOL COMMISSIONERS OF THE CITY OF INDIANAPOLIS

By:
Name:
Title:

23
US.56291040.04