Common use of Education Service Provider Clause in Contracts

Education Service Provider. ‌ (a) The Organizer may enter into a management agreement with an Education Management Organization or Education Service Provider (“ESP”) to subcontract administrative, managerial or educational services only if the Organizer first complies with all applicable University Charter School Policies and this Charter. The Organizer must provide evidence satisfactory to the University that the Organizer has performed sufficient due diligence to establish that the ESP has the appropriate financial resources, educational services, and managerial experience to provide the contracted services and to support a finding that the ESP agreement will be in the best financial and educational interests of the Charter School. (b) The Organizer must submit to the Executive Director of the OCS copies of any proposed agreement with an ESP or amendment or restatement to an agreement with an ESP for review and approval by the University prior to execution, as specified in University Charter School Policies, and it shall not enter into any such agreement that is disapproved by the University. (c) Any management agreement with an ESP must comply with the University’s Policy as to Contracts with Education Service Providers and, in addition, contain language, in form satisfactory to the University, requiring the ESP to indemnify and hold the University, its trustees, officers, employees, agents and representatives harmless from all claims, demands, or liability, including attorney fees, and related expenses, on account of injury, loss or damages, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage or any other losses of any kind whatsoever and not caused by the sole negligence of the University, which arise out of or are in any manner connected with acts or omissions of the ESP in connection with the Charter School’s operations or which are incurred as a result of the reliance by the University or any of its trustees, officers, employees, agents or representatives upon information supplied directly or indirectly by the ESP. (d) Any contract between the Organizer or the Charter School and an ESP must require the ESP to agree to, and comply with, the terms and conditions set forth in this Charter. The provisions of this Charter shall supersede any contrary or competing provisions contained in the contract between the Organizer or the Charter School and the ESP. Further, the contract between the Organizer or the Charter School and the ESP shall include a paragraph incorporating by reference this Charter and specifically stating that the terms of this Charter supersede any contrary provisions in that agreement. (e) If the Organizer desires to enter into or amend or restate a loan agreement or a lease agreement with the ESP retained by the Organizer or any organization controlling, controlled by, under common control with, or other affiliated with the Organizer (including any contractual arrangement by which the third party serves as the exclusive or primary lender or property owner for schools who contract with the ESP) (any such entity, an “ESP Affiliate”), before entering into such agreement, the Organizer shall perform reasonable due diligence to confirm that the financial and other terms of the agreement are reasonable and shall document such efforts to the Executive Director of OCS. (f) Once the Organizer has submitted and obtained approval for an ESP agreement and any other agreement with the ESP or an ESP Affiliate, a copy of such fully executed agreement(s) shall be attached to this Charter at Schedule 6.

Education Service Provider. ‌ (a) The Organizer may enter into a management agreement with an Education Management Organization or Education Service Provider (“ESP”) to subcontract administrative, managerial or educational services only if the Organizer first complies with all applicable University Charter School Policies and this Charter. The Organizer must provide evidence satisfactory to the University that the Organizer has performed sufficient due diligence to establish that the ESP has the appropriate financial resources, educational services, and managerial experience to provide the contracted services and to support a finding that the ESP agreement will be in the best financial and educational interests of the Charter School. (b) The Organizer must submit to the Executive Director of the OCS copies of any proposed agreement with an ESP or amendment or restatement to an agreement with an ESP for review and approval by the University prior to execution, as specified in University Charter School Policies, and it shall not enter into any such agreement that is disapproved by the University. (c) Any management agreement with an ESP must comply with the University’s Policy as to Contracts with Education Service Providers and, in addition, contain language, in form satisfactory to the University, requiring the ESP to indemnify and hold the University, its trustees, officers, employees, agents and representatives harmless from all claims, demands, or liability, including attorney fees, and related expenses, on account of injury, loss or damages, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage or any other losses of any kind whatsoever and not caused by the sole negligence of the University, which arise out of or are in any manner connected with acts or omissions of the ESP in connection with the Charter School’s operations or which are incurred as a result of the reliance by the University or any of its trustees, officers, employees, agents or representatives upon information supplied directly or indirectly by the ESP. (d) Any contract between the Organizer or the Charter School and an ESP must require the ESP to agree toagree, to and comply withcomply, with the terms and conditions set forth in this Charter. The provisions of this Charter shall supersede any contrary or competing provisions contained in the contract between the Organizer or the Charter School and the ESP. Further, the contract between the Organizer or the Charter School and the ESP shall include a paragraph incorporating by reference this Charter and specifically stating that the terms of this Charter supersede any contrary provisions in that agreement. (e) If the Organizer desires to enter into or amend or restate a loan agreement or a lease agreement with the ESP retained by the Organizer or any organization controlling, controlled by, under common control with, or other affiliated with the Organizer (including any contractual arrangement by which the third party serves as the exclusive or primary lender or property owner for schools who contract with the ESP) (any such entity, an “ESP Affiliate”), before entering into such agreement, the Organizer shall perform reasonable due diligence to confirm that the financial and other terms of the agreement are reasonable and shall document such efforts to the Executive Director of OCS. (f) Once the Organizer has submitted and obtained approval for an ESP agreement and any other agreement with the ESP or an ESP Affiliate, a copy of such fully executed agreement(s) shall be attached to this Charter at Schedule 6.

Education Service Provider. ‌ (a) The Organizer may enter into a management agreement with an Education Management Organization or Education Service Provider (“ESPEMO”) to subcontract administrative, managerial or educational services only if the Organizer first complies with all applicable University Charter School Policies and this Charter. The Organizer must provide evidence satisfactory to the University that the Organizer has performed sufficient due diligence to establish that the ESP EMO has the appropriate financial resources, educational services, and managerial experience to provide the contracted services and to support a finding that the ESP EMO agreement will be in the best financial and educational interests of the Charter School. (b) The Organizer must submit to the Executive Director of the OCS copies of any proposed agreement with an ESP EMO or amendment or restatement to an agreement with an ESP EMO for review and approval by the University prior to execution, as specified in University Charter School Policies, and it shall not enter into any such agreement that is disapproved by the University. (c) Any management agreement with an ESP EMO must comply with the University’s Policy as to Contracts with Education Service Providers and, in addition, contain language, in form satisfactory to the University, requiring the ESP EMO to indemnify and hold the University, its trustees, officers, employees, agents and representatives harmless from all claims, demands, or liability, including attorney fees, and related expenses, on account of injury, loss or damages, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage or any other losses of any kind whatsoever and not caused by the sole negligence of the University, which arise out of or are in any manner connected with acts or omissions of the ESP EMO in connection with the Charter School’s operations or which are incurred as a result of the reliance by the University or any of its trustees, officers, employees, agents or representatives upon information supplied directly or indirectly by the ESPEMO. (d) Any contract between the Organizer or the Charter School and an ESP EMO must require the ESP EMO to agree toagree, to and comply withcomply, with the terms and conditions set forth in this Charter. The provisions of this Charter shall supersede any contrary or competing provisions contained in the contract between the Organizer or the Charter School and the ESPEMO. Further, the contract between the Organizer or the Charter School and the ESP EMO shall include a paragraph incorporating by reference this Charter and specifically stating that the terms of this Charter supersede any contrary provisions in that agreement. (e) If the Organizer desires to enter into or amend or restate a loan agreement or a lease agreement with the ESP EMO retained by the Organizer or any organization controlling, controlled by, under common control with, or other affiliated with the Organizer (including any contractual arrangement by which the third party serves as the exclusive or primary lender or property owner for schools who contract with the ESPEMO) (any such entity, an “ESP EMO Affiliate”), before entering into such agreement, the Organizer shall perform reasonable due diligence to confirm that the financial and other terms of the agreement are reasonable and shall document such efforts to the Executive Director of OCS. (f) Once the Organizer has submitted and obtained approval for an ESP EMO agreement and any other agreement with the ESP EMO or an ESP EMO Affiliate, a copy of such fully executed agreement(s) shall be attached to this Charter at Schedule 6.

Education Service Provider. ‌ (a) The Organizer may enter into a management agreement with an Education Management Organization or Education Service Provider (“ESP”) to subcontract administrative, managerial or educational services only if the Organizer first complies with all applicable University Charter School Policies and this Charter. The Organizer must provide evidence satisfactory to the University that the Organizer has performed sufficient due diligence to establish that the ESP has the appropriate financial resources, educational services, and managerial experience to provide the contracted services and to support a finding that the ESP agreement will be in the best financial and educational interests of the Charter School. (b) The Organizer must submit to the Executive Director of the OCS copies of any proposed agreement with an ESP or amendment or restatement to an agreement with an ESP for review and approval by the University prior to execution, as specified in University Charter School Policies, and it shall not enter into any such agreement that is disapproved by the University. (c) Any management agreement with an ESP must comply with the University’s Policy as to Contracts with Education Service Providers and, in addition, contain language, in form satisfactory to the University, requiring the ESP to indemnify and hold the University, its trustees, officers, employees, agents and representatives harmless from all claims, demands, or liability, including attorney fees, and related expenses, on account of injury, loss or damages, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage or any other losses of any kind whatsoever and not caused by the sole negligence of the University, which arise out of or are in any manner connected with acts or omissions of the ESP in connection with the Charter School’s operations or which are incurred as a result of the reliance by the University or any of its trustees, officers, employees, agents or representatives upon information supplied directly or indirectly by the ESP. (d) Any contract between the Organizer or the Charter School and an ESP must require the ESP to agree toagree, to and comply withcomply, with the terms and conditions set forth in this Charter. The provisions of this Charter shall supersede any contrary or competing provisions contained in the contract between the Organizer or the Charter School and the ESP. Further, the contract between the Organizer or the Charter School and the ESP shall include a paragraph incorporating by reference this Charter and specifically stating that the terms of this Charter supersede any contrary provisions in that agreement. (e) If the Organizer desires to enter into or amend or restate a loan agreement or a lease agreement with the ESP retained by the Organizer or any organization controlling, controlled by, under common control with, or other affiliated with the Organizer (including any contractual arrangement by which the third party serves as the exclusive or primary lender or property owner for schools who contract with the ESP) (any such entity, an “ESP Affiliate”), before entering into such agreement, the Organizer shall perform reasonable due diligence to confirm that the financial and other terms of the agreement are reasonable and shall document such efforts to the Executive Director of OCS. (f) Once the Organizer has submitted and obtained approval for an ESP agreement and any other agreement with the ESP or an ESP Affiliate, a copy of such fully executed agreement(s) shall be attached to this Charter at Schedule 6.