Common use of Contracting with Educational Service Providers Clause in Contracts

Contracting with Educational Service Providers. Any entity that provides all or a substantial subset of all services necessary to operate and oversee any school’s educational program on a fee basis and pursuant to a fee-based contract shall be known as an educational service provider (“Educational Service Provider”) and the contract under which such services are provided shall be referred to as a management contract (“Management Contract”). Any other contractual arrangements including, but not limited to, leases, subleases, lease-purchase agreements, credit facilities, loan agreements, promissory notes, negotiable instruments and other debt instruments, that are contemplated between the Education Corporation on the one hand and the Educational Service Provider, its partners, parents, subsidiaries, agents and affiliates (including any entity that holds an economic interest in the Educational Service Provider) on the other, shall be known collectively, together with the Management Contract, as ESP Contracts (“ESP Contracts”). The following requirements and provisions relating to Educational Service Providers, Management Contracts and ESP Contracts shall apply. (a) The Trustees reserve the right to review and disapprove for good cause shown any and all ESP Contracts that the Education Corporation seeks to execute, amend or renew during the time that the Provisional Charter is in effect. Good cause shown includes, but is in no way limited to, a finding that the ESP Contract(s) at issue do not, under the totality of the circumstances, allow the Education Corporation effective and sufficient means to hold the Educational Service Provider accountable including means to terminate the Educational Service Provider without placing the Education Corporation’s or the subject school(s)’s further existence in peril. The above terms are in addition to the requirements of sections 3.14 and 3.15 of the Charter Agreement. (b) To facilitate the Trustees’ rights of review and disapproval, the Education Corporation shall provide the Trustees with any proposed ESP Contract (or proposed material amendment of an ESP Contract) not later than thirty (30) days prior to the proposed date of execution. In addition to the foregoing, prior to a school’s first year of operation, and where no prior Management Contract has been in place for that school, the Education Corporation must submit the proposed Management Contract to the Trustees by no later than May 1 immediately preceding the start of the school year. When submitting an ESP Contract, the Education Corporation must include a written opinion of the Education Corporation Board's legal counsel stating that the ESP Contract has been reviewed by legal counsel to the Education Corporation Board. Within thirty (30) days of receiving the proposed ESP Contract, the Trustees shall notify the Education Corporation Board if the agreement is disapproved, except that the Trustees, at their discretion, may extend the review period an additional thirty (30) days. It is expressly understood that should the Trustees not disapprove an ESP Contract, the Trustees by such action are in no way endorsing or approving the contract, the fee arrangements if any or any other provisions contained therein. (c) The Education Corporation shall not enter into a Management Contract with any Educational Service Provider not identified as such in the Terms of Operation without receiving prior written approval from the Trustees. (d) To the extent that the Terms of Operation contemplate that any of the Education Corporation’s schools would be operated with the assistance of an Educational Service Provider pursuant to a Management Contract, the Education Corporation shall obtain the prior written approval of the Trustees prior to operating the school without such Educational Service Provider’s assistance. Notwithstanding the above, it is understood that circumstances may require the Education Corporation to terminate and/or not renew a Management Contract and thereafter operate a school without the services of the Educational Service Provider identified in the Terms of Operation (or otherwise subsequently approved by the Trustees) prior to obtaining the permission of the Trustees. Where the Trustees determine, at their sole discretion, that such circumstances exist, and the Education Corporation has made good faith efforts to timely inform the Trustees of the circumstances, the Trustees may waive the Education Corporation’s breach of the prior permission requirement and allow the Education Corporation to seek permission ex post facto. (e) Management Contracts shall set forth with particularity inter alia, the extent of the Educational Service Provider’s participation in the organization, operation and governance of any school. (f) To further and facilitate their review, the Trustees may require the Education Corporation to submit together with any ESP Contract, additional information or assurances. (g) Upon the execution of an ESP Contract, and any extension or revision thereto, a copy of such contract or revised contract shall be promptly provided to the Trustees.

Contracting with Educational Service Providers. Any entity that provides all or a substantial subset of all services necessary to operate and oversee any school’s educational program on a fee basis and pursuant to a fee-based contract shall be known as an educational service provider (“Educational Service Provider”) and the contract under which such services are provided shall be referred to as a management contract (“Management Contract”). Any other contractual arrangements including, but not limited to, leases, subleases, lease-lease- purchase agreements, credit facilities, loan agreements, promissory notes, negotiable instruments instruments, and other debt instruments, that are contemplated between the Education Corporation on the one hand and the Educational Service Provider, its partners, parents, subsidiaries, agents agents, and affiliates (including any entity that holds an economic interest in the Educational Service Provider) on the other, shall be known collectively, together with the Management Contract, as ESP Contracts (“ESP Contracts”). The following requirements and provisions relating to Educational Service Providers, Management Contracts and ESP Contracts shall apply. (a) The Trustees reserve the right to review and disapprove for good cause shown any and all ESP Contracts that the Education Corporation seeks to execute, amend amend, or renew during the time that the Provisional Charter is in effect. Good cause shown includes, but is in no way limited to, a finding that the ESP Contract(s) at issue do does not, under the totality of the circumstances, allow the Education Corporation effective and sufficient means to hold the Educational Service Provider accountable including means to terminate the Educational Service Provider without placing the Education Corporation’s or the subject school(s)’s further existence in peril. The above terms are in addition to the requirements of sections 3.14 and 3.15 of the Charter Agreement. (b) To facilitate the Trustees’ rights of review and disapproval, the Education Corporation shall provide the Trustees with any proposed ESP Contract (or proposed material amendment of an ESP Contract) not thereto no later than thirty (30) days prior to the proposed date of execution. In addition to the foregoing, prior to a school’s first year of operation, and where no prior Management Contract has been in place for that school, the Education Corporation must submit the proposed Management Contract to the Trustees by no later than May 1 immediately preceding the start of the school year. When submitting an ESP Contract, the Education Corporation must include a written opinion of the Education Corporation Board's legal counsel stating that the ESP Contract has been reviewed by legal counsel to the Education Corporation Board. Within thirty (30) days of receiving the proposed ESP Contract, the Trustees shall notify the Education Corporation Board if the agreement is disapproved, except that the Trustees, at their discretion, may extend the review period an additional thirty (30) days. It is expressly understood that should the Trustees not disapprove an ESP Contract, the Trustees by such action are in no way endorsing or approving the contract, the fee arrangements if any or any other provisions contained therein. (c) The Education Corporation shall not enter into a Management Contract with any Educational Service Provider not identified as such in the Terms of Operation without receiving prior written approval from the Trustees. (d) To the extent that the Terms of Operation contemplate that any of the Education Corporation’s schools would be operated with the assistance of an Educational Service Provider pursuant to a Management Contract, the Education Corporation shall obtain the prior written approval of the Trustees prior to operating the school without such Educational Service Provider’s assistance. Notwithstanding the above, it is understood that circumstances may require the Education Corporation to terminate and/or not renew a Management Contract and thereafter operate a school without the services of the Educational Service Provider identified in the Terms of Operation (or otherwise subsequently approved by the Trustees) prior to obtaining the permission of the Trustees. Where the Trustees determine, at their sole discretion, that such circumstances exist, and the Education Corporation has made good faith efforts to timely inform the Trustees of the circumstances, the Trustees may waive the Education Corporation’s breach of the prior permission requirement and allow the Education Corporation to seek permission ex post facto. (ed) Management Contracts shall set forth with particularity particularity, inter alia, the extent of the Educational Service Provider’s participation in the organization, operation and governance of the Education Corporation and any school, and contain a provision requiring the Educational Service Provider to provide the Trustees access to its annual financial statements audit as set forth in section 5. (fe) To further and facilitate their review, the Trustees may require the Education Corporation to submit together with any ESP Contract, additional information or assurances. (gf) Upon the execution of an ESP Contract, and any extension or revision thereto, a copy of such contract or revised contract shall be promptly provided to the Trustees.

Contracting with Educational Service Providers. Any entity that provides all or a substantial subset of all services necessary to operate and oversee any school’s educational program on a fee basis and pursuant to a fee-based contract shall be known as an educational service provider (“Educational Service Provider”) and the contract under which such services are provided shall be referred to as a management contract (“Management Contract”). Any other contractual arrangements including, but not limited to, leases, subleases, lease-lease- purchase agreements, credit facilities, loan agreements, promissory notes, negotiable instruments and other debt instruments, that are contemplated between the Education Corporation on the one hand and the Educational Service Provider, its partners, parents, subsidiaries, agents and affiliates (including any entity that holds an economic interest in the Educational Service Provider) on the other, shall be known collectively, together with the Management Contract, as ESP Contracts (“ESP Contracts”). The following requirements and provisions relating to Educational Service Providers, Management Contracts and ESP Contracts shall apply. (a) The Trustees reserve the right to review and disapprove for good cause shown any and all ESP Contracts that the Education Corporation seeks to execute, amend or renew during the time that the Provisional Charter is in effect. Good cause shown includes, but is in no way limited to, a finding that the ESP Contract(s) at issue do not, under the totality of the circumstances, allow the Education Corporation effective and sufficient means to hold the Educational Service Provider accountable including means to terminate the Educational Service Provider without placing the Education Corporation’s or the subject school(s)’s further existence in peril. The above terms are in addition to the requirements of sections 3.14 and 3.15 of the Charter Agreement. (b) To facilitate the Trustees’ rights of review and disapproval, the Education Corporation shall provide the Trustees with any proposed ESP Contract (or proposed material amendment of an ESP Contract) not later than thirty (30) days prior to the proposed date of execution. In addition to the foregoing, prior to a school’s first year of operation, and where no prior Management Contract has been in place for that school, the Education Corporation must submit the proposed Management Contract to the Trustees by no later than May 1 immediately preceding the start of the school year. When submitting an ESP Contract, the Education Corporation must include a written opinion of the Education Corporation Board's legal counsel stating that the ESP Contract has been reviewed by legal counsel to the Education Corporation Board. Within thirty (30) days of receiving the proposed ESP Contract, the Trustees shall notify the Education Corporation Board if the agreement is disapproved, except that the Trustees, at their discretion, may extend the review period an additional thirty (30) days. It is expressly understood that should the Trustees not disapprove an ESP Contract, the Trustees by such action are in no way endorsing or approving the contract, the fee arrangements if any or any other provisions contained therein. (c) The Education Corporation shall not enter into a Management Contract with any Educational Service Provider not identified as such in the Terms of Operation without receiving prior written approval from the Trustees. (d) To the extent that the Terms of Operation contemplate that any of the Education Corporation’s schools would be operated with the assistance of an Educational Service Provider pursuant to a Management Contract, the Education Corporation shall obtain the prior written approval of the Trustees prior to operating the school without such Educational Service Provider’s assistance. Notwithstanding the above, it is understood that circumstances may require the Education Corporation to terminate and/or not renew a Management Contract and thereafter operate a school without the services of the Educational Service Provider identified in the Terms of Operation (or otherwise subsequently approved by the Trustees) prior to obtaining the permission of the Trustees. Where the Trustees determine, at their sole discretion, that such circumstances exist, and the Education Corporation has made good faith efforts to timely inform the Trustees of the circumstances, the Trustees may waive the Education Corporation’s breach of the prior permission requirement and allow the Education Corporation to seek permission ex post facto. (e) Management Contracts shall set forth with particularity particularity, inter alia, the extent of the Educational Service Provider’s participation in the organization, operation and governance of any school, and contain a provision requiring the Educational Service Provider to provide the Trustees access to its annual financial statements audit as set forth in section 5. (f) To further and facilitate their review, the Trustees may require the Education Corporation to submit together with any ESP Contract, additional information or assurances. (g) Upon the execution of an ESP Contract, and any extension or revision thereto, a copy of such contract or revised contract shall be promptly provided to the Trustees.

Contracting with Educational Service Providers. Any entity that provides all or a substantial subset of all services necessary to operate and oversee any school’s educational program on a fee basis and pursuant to a fee-based contract shall be known as an educational service provider (“Educational Service Provider”) and the contract under which such services are provided shall be referred to as a management contract (“Management Contract”). Any other contractual arrangements including, but not limited to, leases, subleases, lease-lease- purchase agreements, credit facilities, loan agreements, promissory notes, negotiable instruments instruments, and other debt instruments, that are contemplated between the Education Corporation on the one hand and the Educational Service Provider, its partners, parents, subsidiaries, agents agents, and affiliates (including any entity that holds an economic interest in the Educational Service Provider) on the other), shall be known collectively, together with the Management Contract, as ESP Contracts (“ESP Contracts”). The following requirements and provisions relating to Educational Service Providers, Management Contracts Contracts, and ESP Contracts shall apply.: (a) The Trustees reserve the right to review and disapprove for good cause shown any and all ESP Contracts that the Education Corporation seeks to execute, amend amend, or renew during the time that the Provisional Charter is in effect. Good cause shown includes, but is in no way limited to, a finding that the ESP Contract(s) at issue do does not, under the totality of the circumstances, allow the Education Corporation effective and sufficient means to hold the Educational Service Provider accountable including means to terminate the Educational Service Provider without placing the Education Corporation’s or the subject school(s)’s further existence in peril. The above terms are in addition to the requirements of sections 3.14 and 3.15 of the Charter Agreement. (b) To facilitate the Trustees’ rights of review and disapproval, the Education Corporation shall provide the Trustees with any proposed ESP Contract (or proposed material amendment of an ESP Contract) not thereto no later than thirty (30) days prior to the proposed date of execution. In addition to the foregoing, prior to a school’s first year of operation, and where no prior Management Contract has been in place for that school, the Education Corporation must submit the proposed Management Contract to the Trustees by no later than May 1 immediately preceding the start of the school year. When submitting an ESP Contract, the Education Corporation must include a written opinion of the Education Corporation Board's legal counsel stating that the ESP Contract has been reviewed by legal counsel to the Education Corporation Board. Within thirty (30) days of receiving the proposed ESP Contract, the Trustees shall notify the Education Corporation Board if the agreement is disapproved, except that the Trustees, at their discretion, may extend the review period an additional thirty (30) days. It is expressly understood that should the Trustees not disapprove an ESP Contract, the Trustees by such action are in no way endorsing or approving the contract, the fee arrangements arrangements, if any any, or any other provisions contained therein. (c) The Education Corporation shall not enter into a Management Contract with any Educational Service Provider not identified as such in the Terms of Operation without receiving prior written approval from the Trustees. (d) To the extent that the Terms of Operation contemplate that any of the Education Corporation’s schools would be operated with the assistance of an Educational Service Provider pursuant to a Management Contract, the Education Corporation shall obtain the prior written approval of the Trustees prior to operating the school without such Educational Service Provider’s assistance. Notwithstanding the above, it is understood that circumstances may require the Education Corporation to terminate and/or not renew a Management Contract and thereafter operate a school without the services of the Educational Service Provider identified in the Terms of Operation (or otherwise subsequently approved by the Trustees) prior to obtaining the permission of the Trustees. Where the Trustees determine, at their sole discretion, that such circumstances exist, and the Education Corporation has made good faith efforts to timely inform the Trustees of the circumstances, the Trustees may waive the Education Corporation’s breach of the prior permission requirement and allow the Education Corporation to seek permission ex post facto. (ed) Management Contracts shall set forth with particularity particularity, inter alia, the extent of the Educational Service Provider’s participation in the organization, operation operation, and governance of the Education Corporation and any school, and contain a provision requiring the Educational Service Provider to provide the Trustees access to its annual financial statements audit as set forth in section 5. (fe) To further and facilitate their review, the Trustees may require the Education Corporation to submit submit, together with any ESP Contract, additional information or assurances. (gf) Upon the execution of an ESP Contract, and any extension or revision thereto, a copy of such contract or revised contract shall be promptly provided to the Trustees.