This document was provided, as is, to the California ... · provide accounting, budgeting,...

This document was provided, as is, to the California Department of Education (CDE) by Executive Preparatory Academy of Finance. This document is posted to the CDE Web site to meet the legal requirements of California Education Code Section 33009.5.

For more information regarding the content of this material, please contact the Charter Schools Division by phone at 916-322-6029 or by e-mail at [email protected].

mailto:[email protected]

CHARTER IMPACT, INC.

MANAGEMENT AND ACCOUNTING SERVICES AGREEMENT

This agreement (the "Agreement'') is entered into as ofOctober 23, 2017 (the "Effective Date") by and between Charter Impact, Inc. ("Cl"), and Inner City Outreach Inc. ( d/b/a/ Executive Preparatory Academy of Finance) ("Client").

ARTICLE 1. DUTIES AND RESPONSIBILITIES

Section 1.01. CI, a provider of business management and accounting services, will provide accounting, budgeting, compliance, strategic planning, documentation, deliverables, and other related services necessary to fulfill Client's business management and accounting requirements, as more particularly described in Exhibit A and B attached hereto and incorporated herein by this reference (the "Services").

Section 1.02. Client will provide CI with the compensation and business expense reimbursement specified in Article 3 of this Agreement.

ARTICLE 2. TERM OF AGREEMENT

Section 2.01. Client will retain Cl to work as a consultant for Client in the field of business management, accounting and consulting, beginning November 1, 2017, and ending June 30, 2019. CI accepts this engagement. CI will use Cl's best efforts to accomplish the technical and commercial goals identified by Client during the term of this Agreement. Client acknowledges that CI may have other confidentiality commitments. Client will not require CI to perform tasks which might reasonably result in Cl's breach ofany confidentiality commibnent. Cl further acknowledges that CI has no existing obligations to any third party, as employee, consultant, or otherwise, that would conflict with, or restrict Cl's ability to fulfill any ofCl's commitments or obligations under this Agreement.

Section 2.02. This Agreement will be renewed automatically for succeeding terms ofone year each, unless either party gives notice to the other at least 30 days before the expiration ofany tenn ofhis or her or its intention not to renew.

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ARTICLE 3. COMPENSATION AND EXPENSES

Section 3.01. Fees. Business Management Services: For services in Exhibit A, with the exception of #5, Human Resources, the Client will pay CI a fee equal to 3.00% of revenue as calculated based on each reporting unit (i.e. charter school, deparbnent, location, central office and any other additional reporting units which may be added at the discretion of the Client). ll Pavroll Processing: Fees related to Human Resources, #5 in Exhibit A, are as

follows:

• Payroll processing - $100 base plus $2.75 per employee per pay period • Garnishment reporting - $2.50 per occurrence • New employee reporting - $3.50 per occurrence • Payroll delivery via FedEx - $30.00 per occurrence, per 50 employees • Quarterly/Annual Reporting- $20.00 per occurrence • Form W-2or1099 (for contractors paid via payroll) - $5.75 each • AATRIX late processing fees - based on a reimbursement of fees charged

by AATRIX for priority processing of tax payments.

Student Data Services: Fees for optional student data services in Exhibit B will be

based on an hourly rate of$130 through the entirety ofthe term. Services will

only be provided as requested by Client.

Other Services: For other services requested by Client outside ofthe items

included in Exhibit A or B, the Client will pay CI a fee based on Cl's standard

hourly rates as listed in Exhibit C.

Section 3.02. Expenses. In addition to the compensation specified in Section 3.01, CI will be paid for actual reasonable out-of-pocket expenses incurred in providing the Services. Reimbursement ofaggregate monthly expenses will not exceed SSOO, without written approved by Client before being incurred, unless Client elects to reimburse CI after the fact.

Section 3.03. Invoicing. CI will invoice Client on a monthly basis for Business Management, starting November 1st, 2017 and will CI will automatically update the amount based on 1112111 of the Client's projected annual revenue pursuant to the percentage based fee in Section 3.01. Student Data, Other Services and expenses pursuant to sections 3.01and3.02 above will be billed monthly based on the actual time and expenses incurred during the preceding month. Payroll processing fees will be invoiced upon processing of the payroll. CI will automatically prepare a check from Client on the invoice date for payment from Client. Payment ofall services and expenses will be made within thirty (30) days ofpresentation of invoices. The one-time implementation fee of $5,000 is due upon execution of this agreement.

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Section 3.04. Right to Suspend Perfo1mance. In the event of default or delay in payment greater than 30 days from the date of the invoice, Cl reserves the right to suspend part or all of its performance ofduties under this contract until all amounts for Services and Expenses are paid in full. In the event Client disputes all or any portion ofan invoice, Client shalJ notify CI within 15 days of receipt ofthe invoice~ and initiate the dispute resolution process under Section 15 hereof, but shall pay the invoice in full, pending the outcome of such process.

Section 3.06. Late Payments. Payments made after the payment terms are subject to a late payment penalty equal to an annual rate oftwelve percent (12%).

Section 3.07. Price Changes. The prices and related charges for the Services are subject to increase upon renewal of this Agreement. CI reserves the right to immediately pass through increases in costs incurred from third parties, e.g., vendors, subcontractors and licensors, to the extent such services and supplies are identified in Exhibit A. In addition, CI will give Client not less than 30 days prior written notice ofany price increases for monthly Services.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.01. Organization ofClient Client is a non-profit public benefit corporation, duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite power and authority to own, lease and operate its properties and to carry on its educational operations as it is now being conducted.

Section 4.02. No Breach. Each party hereto warrants and represents that neither the execution and delivery of this Agreement, nor the consummation ofthe transactions contemplated hereby, will (i) violate any, statute, regulation, rule, injunction, judgment, order, decree. ruling, charge, or other restriction ofany government, governmental agency, or court to which it is subject, or any provision of its Articles ofIncorporation, Bylaws or Charter, nor (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject.

Section 4.03. CI represents and warrants that it has the requisite personnel, equipment, expertise, experience and skill to perform its obligations hereunder and provide the Services to Client in a timely and professional manner.

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ARTICLE 5. DISCLAIMER OF WARRANTIES

Section 5.01. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE THAT ARE EXPRESSLY CONTAINED HEREIN. CI DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FORA PARTICULAR PURPOSE; THIRD PARTY SOFTWARE OR HARDWARE; OR, RESPONSIBILITY FOR CLIENT DATA.

Section 5.02. Limited Remedy. Client's exclusive remedy for defective Services is reperformance of the Services by CI at crs expense, subject to Cl's confirmation of the existence ofsuch defect after receiving notice ofa claimed defect from Client.

ARTICLE 6. LIMITATION OF LIABILITY

Section 6.01. EVEN IF CI CANNOT OR DOES NOT RE-PERFORM ANY DEFECTIVE SERVICES, AND CLIENT'EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, CI'S ENTIRE LIABILITY SHALL IN NO EVENT EXCEED $50,000. Cl HAS NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISlNG FROM A DEFECT IN ANY SERVICES.

Section 6.02. EXCEPT FOR DAMAGES FLOWING FROM GROSS NEGLIGENCE OR INTENTIONALLY TORTIOUS CONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO TIIB OTHER PARTY FOR ANY LOSS OR INJURlES TO EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTII IN TIIIS SECTION SHALL APPLY EVEN IF ANY REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. Client acknowledges that the pricing ofthe Services and the other terms of this Agreement have been set based on the foregoing sections ofthis Agreement providing for an agreed allocation ofthe risk for any defective Services between the parties. Client further acknowledges that the pricing and terms would have been different ifthere had been a different allocation of the risk.

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ARTICLE 7. CONFIDENTIAL BUSINESS INFORMATION

Section 7.01. Cl agrees that all ofthe business information related specifically to Client developed by or communicated by or to CI in the performance of the services described in this Agreement is of a highly confidential nature, and that, unless the CI has the prior written approval ofClient, no use or oral or written disclosure ofthat information by CI will be made either during or after the term ofthis Agreement, except that CI may disclose that information to persons or companies who may be designated by Client to work with the CI in connection with Cl's performance ofthe Services. Nothing herein shall be construed as restricting CI in performing the Services, which require routine disclosure ofsuch information to auditors, regulatory agencies, insurance carriers, and providers, and the Client as its agent. With the Client's consent, CI will provide financial references upon request by certification organizations, financial institutions, and potential grantors.

Section 7.02. For purposes of this Agreement, "Confidential Information" means any and all technical and non-technical information including copyright, trade secret, and proprietary information, inventions, know-how, processes and algorithms, software programs, software source documents. Confidential Information includes, without limitation, financial information, procurement requirements, purchasing information, and plans and personnel information ofthe parties and students as protected under FERPA, HIPPA, and other privacy protection laws. The restriction of Section 7.01 docs not apply to infonnation which CI can demonstrate was at the time ofthe execution ofthis Agreement:

(a) In the public domain or is otherwise considered public information; or

(b) Part ofCl's prior knowledge; or

(c) Learned from a third party without the breach ofa confidential relationship with Client.

ARTICLE 8. OBLIGATIONS OF CLIENT

Section 8.01. Authorized Personnel. The Client must identify to CI, in writing, the authorized staffmember(s) to work with CI with respect to: general infonnation about the Client, accounts payable, personnel and payroll, attendance records as well as funding compliance and reporting.

Section 8.02. Principal Contact. The Client must also identify, in writing to CI, its key or principal contact who is authorized to receive and disclose Confidential Information, receive payroll checks and discuss personnel issues.


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Section 8.03. Financial Records and Audit.

(i) The Client will maintain customary and reasonably correct, complete and accurate books and records ofaccount as required by the United States government, the State ofCalifornia (and any other funding authority). The Client will deliver all supporting documentation in accordance with the monthly close timeline developed by Cl. Unless otherwise stated, this deadline will be 5 calendar days following the end ofthe month.

(ii) The Client will obtain a timely annual audit of its books and records from an independent certified public accounting firm (reasonably acceptable to Cl) and immediately provide CI with a copy ofany annual audit and related reports, notes or statements. Client authorizes and instructs its independent accountants to speak and work directly with CI on any matter or issue pertinent to the Services.

(iit) Client covenants that it will respond promptly and professionally to any and all questions or investigations from any investigating or funding authority or Client's accountants, including exceptions noted in any independent accountant's report.

Section 8.04. Coordination and Cooperation. Client, its authorized staff members and principal contact will work closely and cooperatively with CI to facilitate the effective performance and delivery ofthe Services. Client will comply with and respond promptly to all reasonable requests ofCI for information or documents from the Client.

Client covenants to assist CI in reconciling outstanding invoices, and to provide CI with copies or originals of vendor invoices and correspondence, as well as other statements and receipts in accordance with the monthly close deadline established by CL In the case where Cl is required to incur additional time researching, obtaining or documenting transactions, re-processing payments or re-classifying expenses outside ofthe standard processes and procedures and established by CI, CI may charge additional fees based on the standard hourly rates for actual time spent as noted in Section 3.01 above.

Section 8.05. Payroll. Client will provide all necessary and proper data to CI for payroll processing.

(i) All original documents as it relates to personnel files or payroll logs will be maintained at the Client site.

(ii) Client will use, and purchase if necessary to use, commercially reasonable time clocks for hourly personnel.


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Section 8.06. Attendance Records and Reports. Client must take all necessary and proper steps to provide regular, accurate and timely responses to daily attendance tracking reports.

(i) Client is responsible for taking daily attendance records compliant with the California Education Code Statutes. Client must maintain phone logs, tardy logs and other pertinent information related to appropriate attendance tracking.

(ii) Ifapplicable, Client is responsible for summarizing daily attendance into 20 day attendance reports to be submitted to CI within 2 busjness days ofthe last day in the 20 day period.

Section 8.07. Grant and Funding Requirements. Client covenants to use its best efforts to comply with all grant and funding requirements, including record keeping, reporting, management and financial controls and policies and procedures. Client also recognizes that it is Client's sole responsibility to know and be aware ofall restrictions and requirements of its grants and funding sources including both governmental and nongovernmental sources.

Section 8.08. Client Policies and Procedures. Client covenants to develop, apply and follow not less than customary and reasonable policies and procedures applicable to: Human Resources, Payroll Administration, Internal Financial Controls, Accounts Payable and other disbursements and competitive bid procedures for vendors.

Section 8.09. Notice and Information. Client covenants that it will provide CI with prompt, complete and accurate notice ofand information concerning any material errors in Client data and Client' books and records, as well as with respect to investigations or inquiries into the Client, its activities, operations and reports by any governmental authority. Client will provide CI promptly with copies ofevery report, including any schedules or exhibits, provided to any governmental agency.

Section 8.10. Client acknowledges that Cl's employees, consultants and any other personnel have been thoroughly trained and employed at great expense, are ofgreat value and provide CI with a substantial competitive advantage in its business. Client agrees not induce or attempt to induce any employees, consultants or other personnel ofCl to breach their agreements with Cl. Should Client hire or employ any current employee, consultant or any other personnel ofCI within one year of their termination from CI, Client agrees to pay CI a fee equal to 100% ofthe annual starting salary, payment ofwhich is due upon hire.

Section 8.11. Chartering Agency Requirements. Client covenants to use its best efforts to comply with all material requirements, including policies and procedures, ofthe Chartering Agency. Client also recognizes that it is Client's sole responsibility to know and be aware ofall restrictions and requirements of its Chartering Agency.


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ARTICLE 9. AGENCY

Section 9.01. It is understood and agreed that the CI is an independent contractor in respect to Cl's relationship to Client, and that CI is not and should not be considered an agent or employee of the Client for any purpose. CI agrees not to represent itself as an agent or employee of the Client at any time.

Section 9.02. Nothing in this Agreement wiJl be construed or implied to create a relationship ofpartners, agency, joint venture partners, or ofemployer and employee between CI and Client.

ARTICLE 10. INDEPENDENT CONTRACTOR STATUS

Section 10.01. CI and Client are independent contractors. No representations or assertions shall be made nor actions taken by either party that would create any agency, joint venture, partnership, employment or trust relationship between the parties with respect to the subject matter ofthis Agreement. Neither party shall have any right to bind the other party, to make any representations or warranties, or to perform any act or thing on behalfofthe other party, except as expressly authorized under this Agreement or in writing by the other party in its sole discretion. Cl will have full control and discretion as to the ways and means ofperforming any and all services to be provided under this Agreement. It is understood that in the performance of this Agreement CI is not in any way acting as an employee ofClient, and CI will be responsible for all taxes, social security payments, and other similar payments or contributions due as a result ofany payments made to CI pursuant to the tenns ofthis Agreement.

Section 10.02. As an independent contractor, CI agrees that Client has no obligation to CI under the state or federal laws regarding employee liability, and that Client's total commitment and liability under this arrangement is the performance of its obligations and the payment ofCI's compensation and expenses as described herein. Each party will exercise day-to-day control overand supervision of their respective employees, and all instruction and direction of Client employees shall be the exclusive province of the Client. Each party is responsible for obtaining and maintaining worker's compensation coverage and unemployment insurance on its employees. Except as expressly stated in this Agreement, Cl and Client are responsible for any and all taxes on their respective net incomes, and for payment and withholding ofall applicable taxes on the income oftheir respective employees.

Section 10.03. CI reserves the right to subcontract with other individuals and businesses for the Seivices. CI will be responsible for all payments to, as well as the direction and control ofthe work to be perfonned by, its subcontractors, if any.


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ARTICLE 11. INDEMNIFICATION

Section 11.01. Indemnification. Client and CI warrant to indemnify each other and hold each other, and each other's officers, directors, employees, agents harmless, from and against any and all direct claims, costs, losses, liabilities and expenses for personal injury and property damage, including reasonable attorneys• fees, attributable to their actions and omissions under this Agreement, but excluding claims that would not be made but for the gross negligence or willful misconduct of the party seeking indemnification.

ARTICLE 12. INSURANCE

Section 12.01. CI carries customary and reasonable comprehensive insurance coverage for errors and omissions.

Section 12.02. Client will obtain and maintain customary and reasonable insurance for its facilities and operations, naming CI as additional insured under all policies.

ARTICLE 13. ETHICAL CONDUCT; RECORDKEEPING

Article 13. 01. Client's policy requires ethical conduct in all business activities and practices, including proper recording and reporting ofall transactions and compliance with applicable laws. The adequacy and accuracy ofCl's billings, supporting docwnentation, and other information rendered to Client become the basis for Client's further recording and reporting, both internally and externally. Cl is not expected or authorized to take any action on Client's behalf that would result in inadequate or inaccurate recording or reporting of assets, liabilities, or any other transaction or that would violate any applicable laws, rules, or regulations.

Section 13.02. Integrity and Financial Responsibility. Client will act with integrity and alert the management of CI to any fraudulent or unethical activity related to Client operations as soon as the Client becomes aware, to the extent permitted by law. Client acknowledges that Cl's ability to provide Services is premised upon the Client acting in a financially prudent manner, including but not limited to timely approval ofbalanced budgets, maintaining a positive variance to budget throughout the year to the extent feasible and proper submission ofsupporting documentation for incoming and outgoing payments ofany kind. Notwithstanding Section 14 hereof, CI may immediately terminate this contract in the event it determines, in its sole discretion, that Client personnel are or have acted in a fraudulent or unethical manner or in the case that CI cannot provide the Services in a professional manner consistent with laws and regulations governing the Client, Client approved policies and procedures or business management best practices, based upon the actions or inaction of the Client.


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ARTICLE 14. TERMINATION

Section 14.01 . Ifeither party defaults in the perfonnance ofthis Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect ifeither Party breaches any of its material obligations under this Agreement in any respect, which breach is not remedied within thirty (30) days following written notice to such breaching Party. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following:

(a) Client's failure to pay CI any undisputed compensation due within 30 days after written demand for payment or invoicing.

(b) Cl's failure to complete the services specified in Article I.

(c) Client's material breach ofany representation or agreement contained in this Agreement.

Section 14.02. In the event that Client is unable to pay its debts when they become due, declares bankruptcy or insolvency, or makes an assignment for the benefit of its creditors, Cl may terminate this Agreement upon written notice to Client.

Section 14.03. Effect ofTermination; Survival. Expiration or termination of this Agreement will not relieve either party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature continue or should survive will remain in effect after termination or expiration of this Agreement.

Section 14.04. In the event ofearly termination, the Business Management fee deemed to be earned by and due to CI will be equal to the fee in Section 3.01 and the forecasted revenue from the most recently prepared financial report, prorated from the commencement date ofthis agreement to the temrination date, regardless offee actually invoiced as of the termination date.

ARTICLE 15. DISPUTE RESOLUTION

Section 15.01. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, arising out ofeither party's performance ofthis Agreement ("Dispute") shall be resolved solely in accordance with the terms of this Section.

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a. Resolution Sequence. If the Dispute cannot be settled by good faith negotiation between the Chief Exe

). ·~

Section 16.02. This instrument contains the entire Agreement of the parties with respect to the subject matter hereof and there are no other promised representations or warranties affecting it. This Agreement supersedes any and all other agreements, either oral or in writing, between CI and Client with respect to the engagement ofCI by Client and contains all ofthe covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalfofany party that are not embodied in the Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding on either party.

Section 16.03. Any modification ofthis Agreement will be effective only if it is in writing and signed by the party to be charged.

Section 16.04. The failure ofeither party to insist on strict compliance with any ofthe terms, covenants, or conditions ofthis Agreement by the other party will not be deemed a waiver ofthat term, covenant, or condition, nor will any waiver or relinquishment ofany right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

Section 16.05. Ifany provision in this Agreement is held by a court or arbitrator of competent jurisdiction to be unreasonable, invalid, void, or unenforceable, then this Agreement will be deemed amended to provide for the modification ofthe unreasonable, invalid, void, or unenforceable provision to the extent that the court or arbitrator finds reasonable, and the remaining provisions of this Agreement will continue in full force without being impaired or invalidated in any way.

Section 16.06. Governing Law. This Agreement will be governed by and construed in · accordance with the laws ofthe State ofCalifornia, without giving effect to its conflict of

law provisions or to constructive presumptions favoring either party.

Section 16.07. Force Majeure. Neither Party shall be in breach of this Agreement to the extent that any delay or default in performance is due to causes beyond the reasonable control of the delayed or defaulting Party; provided, that the delayed or defaulting Party shall immediately notify the other Party oftbe event, an estimate ofthe duration ofthe event, and the delaying or defaulting Party's plan to mitigate the effects ofthe delay or default.

Section 16.08. Successors and Assigns. Neither this Agreement nor any of its rights or privileges shall be sold, assigned, transferred, shared, or encumbered, by operation oflaw or otherwise, without the prior written consent of the affected (non-assigning) party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and their respective successors and assigns.

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Section 16.09. Publicity. Client agrees to act as a reference for CI with respect to the Services upon Cl's reasonable request. CI may issue press releases or identify Client in marketing materials provided that all references to Client are fair, accurate and not misleading.

Section 16.10. Corporate Power and Authorization. The parties hereto have full corporate power and authority to execute and deliver this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement by each party has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by each party and constitutes the valid and legally binding obligation ofClient and CI enforceable in accordance with its terms and conditions.

Accepted and Agreed, as ofthe Effective Date first written above:

INNERCITYO

CHARTER IMPACT, INC.

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EXHIBIT A

SCOPE OF WORK: BUSINESS MANAGEMENT AND PAYROLL SERVICES &

DELIVERABLES

1) Budgeting and Forecasting

A) Budget Development 1) Work with Client administrators to develop annual budget for the

subsequent fiscal year beginning in March ofeach year for Board approval.

B) Forecast P1I) CI will prepare a forecast three times throughout the Client year:

interim (actual data through October 31~. 2nd interim (actual date through January 1 s~ and at budget time (actuals through March 3 lst).

2) Bookkeeping Services

A) General Ledger Maintenance 1) Establish and maintain the Client's general ledger. CI will monitor and edit

revenue and expenditure account code structure, add program and location codes when needed, and perform all other regular maintenance.

B) Balance Sheet Reconciliation 1) Perform monthly reconciliation ofall bank statements. Quarterly perform

reconciliation ofremaining balance sheet accounts: Prepaid/Deposits, Accounts Receivable, Accounts Payable, Payroll Liability, Debt/Loans, and any Other Asset or Liability Item. Annually, perform depreciation and valuation analysis and update asset values for items such as property, equipment, and furniture.

C) Accounts Payable 1) Process vendor invoices for payments including, verify approval of

payment, determine cash flow availability, verify non-duplication of payment by Cl, log appropriate accounting entries, produce check payments, and verify check security. Any discrepancies will be reported to the Client within three business days ofCI becoming aware ofthe discrepancy. CI is not responsible for communicating any information to Client vendors. The fees described in Section 3.01 are based upon Client cooperation and compliance with CI processes and procedures. Time incurred to process payments outside ofthe pre-established timeline is subject to additional fees as described in Section 8.04 above.

2) Complete 1099s for all independent contractors.


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It is the Client's sole responsibility to obtain and submit to CI the IRS Form W-9 for all vendors. Client acknowledges that CI is not responsible for processing ofForm 1099 for any vendor for which CI has not received a Form W-9 or for any vendor that has not been paid through Cl's vendor payment process.

D) Accounts Receivable 1) Monitor receipt ofrevenue and provide a detailed accounting ofaccounts

receivable as requested by Client.

E) Audit Preparation I) Collect all information required by auditors (loan documentation, grant

award letters, building leases, copier leases, etc.) to the extent provided by the Client.

2) Prepare required schedules (accrual worksheet, fixed asset ledger, GASB34 entries, etc.)

3) Be the point ofcontact for all communication with the auditors regarding financial data maintained by CL

3) Financial Management and Reporting

A) Standard Financial Reports 1) Prepare and email Standard Financial Reports to Client Administrator

monthly by the end of the month following reporting month. (For example, reports for a June 30th closing will be emailed by July 31st).

B) Financial Analysis 1) CI will perform on-going analysis ofactual versus budget revenue and

expenses and monitor cash flow. As it relates to Standard Financial Reports, any unusual items and/or unfavorable trends identified by CI will be reported to the Client site at that time.

2) Prepare and review Standard Reports with Client Administrators. 3) Prepare and present Client financial health to Client Board as appropriate,

no less than once a year.

4) Funding/Reporting

A) Categorical Funding Applications 1) Prepare financial portions of funding applications as for funding sources

identified in the Client's budget.

2) In the event that new funding programs become available, funding program elements and pricing will be revised ifthe Client wishes CI to


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pursue such funding. These applications will be subject to the timelines and conditions of the funding programs and will be the primary responsibility of the Client.

B) Compliance and Fiscal Reporting I) Prepare Budget report required by chartering agency in required fonnat. 2) Twice a year, prepare Interim Financial Reports and submit to chartering

agency in required format. 3) Annually, prepare the Unaudited Actuals Report and Program Cost Report

and submit to the chartering agency in required format. 4) Prepare and disseminate fiscal reports to lenders and creditors as requested

by Client.

5) Payroll

A) Processing 1) Maintain employee information in payroll database. CI will process any

status updates, new hires, terminations, and or informational changes in the payroll system based on information submitted by the Client on Status Change Request fonns.

2) Regular Payroll Schedules: Cl's payroll department will provide the Client a payroll schedule for the calendar year which includes accrual period and deadlines for Cl to receive from the Client: new hire documentation, personnel change forms and payroll time data for each respective pay period. The Client is responsible to submit all information no later than 5 p.m. on the deadline days per the Client' payroll schedule.

3) Late Payroll Submission: Payroll information received late will be deferred to the next regular payroll cycle or will be subject to a supplemental payroll run to be processed at Cl's earliest availability and subject to fees as described in Section 8.04.

4) As required by law, and directed by Client, federal and state payroll tax payments are calculated and submitted to the proper state and federal authorities according to Internal Revenue Service guidelines (monthly, semiweekly and/or next-day depositor status) that pertain to the respective Client by CI.

5) Prepare payroll tax filing reports quarterly for federal and state agencies. Prepare the annual state payroll tax filing report.


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B) Retirement Reporting I) STRS/PERS- CI will timely submit the monthly spreadsheet to the 3rd

party administrator designated by County Office of Education who in tum will then process data and forward it to the retirement division at County Office ofEducation. The retirement division at County Office of Education will then forward the information to CalSTRS and coordinate with the County Office of Education accounting department to debit the money from the Client' apportionment.

2) 403B - CI will process appropriate deductions for employees upon receipt of appropriate papeiwork from the Client. CI will submit payment to the applicable retirement company semi-monthly.

C) Personnel 1) Prepare, review, and distribute W-2s as required by law and directed by

Client. 2) Assist Client in developing sound procedures for management of

employee records. 3) Process status change fonns when hiring or firing employee. 4) CI is not responsible for communication any information to Client

employees.

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EXHIBITB SCOPE OF WORK: STUDENT DATA SERVICES

A) Attendance Reporting 1) Prepare P-1, P-2 and Annual attendance reports from Client-provided

records, and submit to the chartering agency. Re-calculation or submission ofreports is subject to additional fees as described in Section 8.04.

B) Compliance Reporting 1) Prepare and analyze all CALP ADS reports prior to submission 2) Maintain monthly enrollment synchronization with CALPADS and SIS

retrieval

3) Report CALPADS anomalies to Client management

4) Prepare the following:

• CELDT PREID • CSTPREID • CBEDS-ORA • Civil Rights Data Collection

C) SIS System Maintenance 1) Assist with beginning ofthe processes such as:

• Student information upload from easy-to-use templates • Scheduling set-up within the system • Grading set-up within the system • Attendance talcing set-up within the system

2) Assist with end of the year processes to ensure accuracy for the following year and proper lockdown ofdata

3) Upload of CELDT and CST scores

4) Reconcile all attendance data on a monthly basis

Charter hnpact Management & Acoounting Services Agreement Client Initials: Pagev l[2dt



. charter impact~

EXHIBITC HOURLY RATES

-' ...- . ... - . - . - . - -

Clerk $100.00

Staff $150.00

Senior $175.00

Director $200.00

Executive $250.00

Charter Impact Management & Accounting Services Agreement Client Initials: Page vi aM_

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DocuSrgn Envelope ID: 805D96DF-DAB9-48ED-ADCD-D9BD37E9DA3A

a dlv1s1on ofDirectEd Service Agreement

This Service Agreement (this "Agreement") is made and entered into as of November 17, 2016 by and between DirectEd ("DE") and Executive Preparatory Academy of Finance ("School"), located at 2814 W. Manhattan Beach Blvd., Gardena, CA 90249 with reference to the following:

RECITALS

School wishes to retain qualified substitute teachers, staff personnel and professionals in the area of special education to provide services to School on a temporary and/or long-term basis. DE has the ability to provide qualified temporary and long-term professionals to School. School wishes to engage DE to provide these services. Accordingly, the parties agree as follows:

AGREEMENT

DE's Duties and Responsibilities

1. DE will:

1.1 Recruit, screen, interview, train and assign its employed service providers ("Employee") to perform the work described on Exhibit A under School's supervision at the location specified above;

1.2 Pay Employees' wages and provide them with the benefits offered by DE;

1.3 Pay, withhold, and transmit payroll taxes; provide unemployment insurance; and handle unemployment and workers' compensation claims involving Employees; Ensure each Employee providing services under this Agreement shall have professional liability coverage of $1,000,000 (each wrongful act) and $3,000,000 (aggregate per Employee). Direct Ed shall furnish, at School's request, certificate(s) of insurance evidencing its professional liability coverage and its worker's compensation insurance at levels established by applicable state law. Direct Ed will also maintain in effect its automobile liability insurance with limits of $1,000,000 and a general liability selfinsurance program during the term of this Agreement with limits of $1,000,000 (individual) and $3,000,000 (aggregate). Said general liability coverage shall include claims for sexual abuse and molestation. Direct Ed shall furnish, at School's request, a certificate of insurance evidencing such coverage.

1.4 Perform all required background and qualification checks, including but not limited to Live Scan fingerprinting and confirmation of negative TB status;

1.5 Inform School in the event any Employee becomes non-compliant with any requirement or qualification required by the School;

1.6 Comply with all applicable federal, state and local laws, ordinances and regulations relating to this Agreement and to Employees; and

1.7 Comply with the Family Educational Rights and Privacy Act (FERPA).

School's Duties and Responsibilities

2. School will:

21050 Califa St. Woodland Hills, CA 91367 Phone: 323-391-1622 www.direct-ed.net

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DocuSign Envelope ID: 805D96DF-DAB9-48ED·ADCO-D9BD37E9DA3A

2.1 Properly supervise Employees and be responsible for School's business operations, services, and confidential information;

2.2 Properly supervise, control, and safeguard School's premises, processes and/or systems, and not permit Employees to operate any vehicle, or entrust them with unattended premises, cash, confidential or trade secret information, or other valuables without DE's prior written approval or as strictly required by the job description provided to DE;

2.3 Provide Employees with a safe work site, appropriate information, space to conduct their work and abide by all CalOSHA, standards, policies and procedures.

2.4 Immediately notify DE in the event an Employee is not meeting expectations, compromises student safety, or acts inappropriately or in violation of School or DE policy, or with any other concern;

2.5 Comply with all applicable federal, state and local laws, ordinances and regulations applicable to the School or relating to this Agreement; and

2.6 Provide Employees with on-site parking. The School agrees to be billed for and pay to DE any charges incurred if Employees are required to pay for parking.

Payment Terms, Bill Rates, and Fees

3. School will pay DE for DE's services at the rate(s) stated on Exhibit A, and will also pay any additional costs or fees incurred by DE or its Employees in providing the services described herein. The rates and terms in Exhibit A shall be updated every July 1st and may reflect ·increases or decreases in rates. School will receive a notice of these updates at least 30 days prior to July 1st. Fees are due and payable to DE within forty (40) calendar days of the date of the invoice. Invoices are dated using the last billing date of the invoice cycle.

In the event any invoice is not paid within 40 days of the invoice date, School shall pay to DE a delinquency charge computed on School outstanding balance as of the date of each invoice equal to one and one half percent per month from the date of each invoice, together with collection costs and fees, including attorneys' fees incurred in connection with collection of such amounts or ensuing arbitration and/or litigation, until each such invoice and all delinquency and attorneys' fees and costs are paid in full. The delinquency charge shall not exceed the maximum amount permitted by law. Late payment may also result in suspension of DE's services under this Agreement. If a portion of any invoice is disputed, School agrees to promptly pay the undisputed portion.

3.1 Substitute Services will be billed weekly. DE will invoice School for services prov"1ded under this Agreement every Friday for services provided the previous workweek. The DE workweek starts every Sunday and ends the following Saturday.

3.2 If School uses Special Educations Services it will have the option to be billed monthly or weekly. For weekly billing, DE will invoice School for services provided under this Agreement every Friday for services provided the previous workweek. The DE workweek starts every Sunday and ends the following Saturday. For monthly billing, DE will invoice School for services provided under this Agreement by the 15th of every month for the prior month's services. If School does not provide a billing preference, monthly billing will be the default.

Hiring of DE Substitute Department Staff

21050 Galifa St. Woodland Hills, GA 91367 Phone: 323-391-1622 www.direct-ed.net 2




DocuSign Envelope ID: 805D96DF-DAB9-48ED-AOCO-D9BD37E9DA3A

3.3 School recognizes and acknowledges that DE spends considerable time and effort and incurs substantial expense in recruiting, employing, and retaining qualified staff. DE recognizes that its staff pool hopes to gain permanent employment with DE's clients and DE supports the long-term goals of its staff. DE has developed the following fee schedule in order to balance out the costs of recruiting, employing and retaining qualified staff with the long-term goals of its Employees.

School shall immediately pay to DE the Placement Fee stated on Exhibit A for each Employee that (a) School hires as its direct employee, independent contractor or sub-contractor, while employed by DE and/or within 90 days of the termination of such Employee's employment with DE or (b) School causes, directly or indirectly, to leave the employment of DE.

School must provide DE with 30 days notice if they plan to offer a position to a DE Employee.

DE may, at its sole and absolute discretion, modify, waive or reduce the fee.

Hiring of DE Special Education Department Staff

3.4 School recognizes and acknowledges that DE spends considerable time and effort and incurs substantial expense in recruiting, employing, training and retaining qualified staff. DE offers longterm careers to its special education staff and therefore hopes to retain them as long-term Employees. DE expends significant resources on each special education employee and must recuperate those costs if School hires a DE special education employee.

School shall immediately pay to DE the Placement Fee stated on Exhibit A for each special education employee that (a) School hires as its direct employee, independent contractor or sub-contractor, while employed by DE and/or within 90 days of the termination of such employee's employment with DE or (b) School causes, directly or indirectly, to leave the employment of DE.

School must provide DE with 30 days notice if they plan to offer a position to a DE special education employee.

DE may, at its sole and absolute discretion, modify, waive or reduce this fee.

Breaks and Meal Periods

4. DE must comply with state and federal law requiring the payment of overtime. Also, DE must comply with mandatory break and lunch requirements as delineated in the applicable laws. School shall authorize and permit Employees to take a paid 10-minute break for every four (4) hours of work, or major fraction thereof. Employees shall also be entitled and encouraged to take an unpaid, duty-free 30-minute meal period for every work period of more than five (5) hours. For substitute teachers the second rest break may be provided after the last covered class if necessary. DE may adjust the start or end time of an assignment to accommodate for mandatory rest and meal breaks. School will be notified if these adjustments will extend the workday beyond eight hours. Work days beyond eight hours will incur overtime charges for non-exempt employees. School agrees to comply with all federal and state laws regarding start/stop times, meal periods and rest breaks.

5. DE will charge School a fee for each occurrence where the School fails to provide an uninterrupted dutyfree rest break. DE will charge School a fee for each occurrence where a School fails to provide an uninterrupted duty-free meal break. See Exhibit A for fee schedule.

21050 Galifa St. Woodland Hills, GA 91367 Phone: 323-391-1622 www.direci-ed.net 3



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6. The failure to provide meal and rest breaks may result in overtime charges if the hours worked exceed eight (8) in a workday. In the event any overtime hours are worked, School will be charged and agrees to pay DE the overtime rate. School acknowledges and agrees that any requirement by School for a DE Employee to arrive early or leave later than scheduled will also result in the School being billed overtime for such time. See Exhibit A for fee schedule.

Confidential Information

7. The parties acknowledge they may receive information that is proprietary or confidential to the other party or to persons or entities affiliated with or engaged in providing services to the other party. The parties agree to hold such information in strict confidence and not disclose such information to third parties or use such information for any purpose other than performing their services for the other party pursuant to this Agreement.

Cooperation

8. The parties agree to cooperate fully and provide assistance to the other party in the investigation and resolution of any complaint, claim, action or proceeding that may be brought by or involve Employees in anyway.

Indemnification and Limitation of Liability

9. DE shall indemnify and hold harmless School, its subsidiaries, affiliated entities, directors, owners, agents, representatives, and employees, from and against all losses, liabilities, expenses, and claims for damages (including court costs and reasonable attorney's fees) which may be asserted or claimed against School as a result of any negligent act or error or omission directly caused by DE or its Employee(s), including without limitation any violation or breach of this'Agreement.

1O. School shall indemnify and hold harmless DE, its subsidiaries, affiliated entities, directors, owners, agents, representatives, and employees, from and against all losses, liabilities, expenses, and claims for damages (including court costs and reasonable attorney's fees) which may be asserted or claimed against DE as a result of any act or error or omission directly caused by School, its employees or agents, including without limitation any violation or breach of this Agreement.

Term of Agreement

11. This Agreement shall begin on the date first written above and shall continue for a term of one year. This Agreement at the end of such term will be automatically renewed for successive one year periods unless terminated sooner. This Agreement may be terminated by either party on fifteen (15) days' written notice, or at any time by mutual written agreement of the parties.

12. DE reserves the right to immediately terminate this Agreement in the event: (i) School breaches any duty under this Agreement, including but not limited to the failure to timely pay any amounts due to DE; (ii) if required by law or regulation; or (iii) if School becomes insolvent or commits any act of bankruptcy, or a petitioner for involuntary bankruptcy is filed against School, or School makes a general assignment for the benefit of creditors under the bankruptcy or insolvency Jaws.

13. On termination, DE shall have no further obligation to provide School with Employee. The provisions regarding Confidential Information and Cooperation shall continue in effect subsequent to and regardless of termination of this Agreement.

Notices

21050 Califa St. Woodland Hills, GA 91367 Phone: 323-391-1622 www.direct-ed.net 4




DocuSign Envelope ID: 805096DF-DAB9-48ED-AOCO-D9BD37E9DA3A

14. Any notice. request, demand, consent, approval or other communication required or permitted under this Agreement must be in writing and will be deemed to have been given (a) on actual delivery, if delivery is by hand, or (b) on receipt if delivery is by facsimile, or (c) five (5) days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested. Each such notice shall be sent to the respective parties at the address indicated below.

To DE: To School:

DirectEd Executive Preparatory Academy of Finance Attn: Contracts Dept. Attn: Omar McGee 21050 Califa St. 2814 W. Manhattan Beach Blvd. Woodland Hills, CA 91367 Gardena, CA 90249 Fax: 813-774-5428 Fax: 323-756-1479

Any party may change its address for purposes of this Section by giving the other party written notice as provided in this Section.

Nature of Relationship

15. The parties desire and intend and shall be deemed to be independent contractors, and not in any partnership, joint venture, principal-agent, fiduciary-beneficiary, employment, or other relationship. DE shall be solely responsible for all forms of compensation and benefits, if any, and all obligations of any kind or nature, including but not limited to taxes, insurance premiums, and withholdings from compensation to Employees, whether arising from negotiation or by law, of Employees placed with School under this Agreement. DE shall complete and submit a Form W-9 to School annually.

Additional Provisions

16. The provisions in this Agreement which by their nature survive the expiration or termination of this Agreement (including, but not limited to, the conversion of DE Employees to permanent employees of School) shall continue in effect after expiration or termination until they have been fully performed or until by their nature they have expired.

17. No provision of this Agreement may be amended or waived unless agreed to in writing signed by each of the parties.

18. If any term, provision, covenant or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such decision shall not affect the validity of any remaining portion, and the remaining portion shall stand in full force and effect, and shall in no way be affected, impaired or invalidated. Any provision thus affected shall be modified to the extent necessary to bring the provision within the applicable requirements of the law.

19. This Agreement, including attached exhib"1t(s), constitutes the entire Agreement between the parties regarding its subject matter, and supersedes all prior agreements and understandings between the parties, whether oral or written, relating to its subject matter.

20. The provisions of this Agreement shall benefit and bind the parties and their respective heirs, representatives, successors, and assigns.

21. A party's delay or failure to enforce any one or more provisions of this Agreement on one or more occasions will not be a waiver of that or any other provision on any other occasion(s) or of the party's right thereafter to enforce each and every provision of this Agreement.

21050 Califa St. Woodland Hills, CA 91367 Phone: 323-391-1622 www.direct-ed.net 5




DocuSign Envelope ID: B05D96DF-DAB9-48ED-ADCD-D9BD37E9DA3A

22. A party shall have no right or power to and shall not purport to transfer or assign this Agreement without prior written consent from the other party.

23. This Agreement shall be governed by the laws of the State of California. Any legal action arising from, involving or relating to this Agreement shall be brought in a court of competent jurisdiction located in Los Angeles, California.

The parties, intending to be legally bound, duly execute this Agreement as of the date stated above.

Executive Pr~p,~f;~!~rX Academy of Finance

Signature: l~o.v fl.Lcbu., ~ ' 2'81l1Rt"2llfelle e

Printed Name: __________

founderTitle: _____________

Direc!Ed

Signature:-----/--+----

Printed Name: ~""-l___::;d'.l:

DocuS1gn Envelope ID: 805D96DF-DAB9-48ED-ADC0-09BD37E9DA3A

Exhibit A Special Education Service Rates

Special Education Oversight M. . h it I ( h 151mmum p one or v1 ua mee mo c aroe 1s mmu es.

Program Administrators Duties include: administrator, general education, special education staff training, IEP review, consulting for high profile cases, assistance w/ change of placements, assistance with district audits, assistance w/ program set-up/analysis and other duties as agreed upon by both parties. Minimum on-site char_qe- 2hours

$150 per hour

Case Managers/Academic Assessments Duties include: Academic assessments, development of RST/Para service delivery schedules, IEP master calendars, facilitation of accommodations and modifications training, IEP development, meeting coordination/facilitation, compliance monitoring, and other duties as agreed upon by both parties. Minimum on-site charge - 3 hours

$103 per hour

Resource Teacher Direct Services Only Duties include: Push-in/pull-out and/or learning lab instruction, service tracking, progress monitoring, developing present levels of performance, Individual Transition Plans/Behavioral Support Plans, general education collaboration and other duties as agreed upon by both parties. Minimum visit chame- 7hours

$68 per hour

DIS Services and Service Oversight Minimum phone or virtual meetinq char_qe is 15 minutes.

DIS Counselor Duties may include: direct DIS counseling services, informal counseling, goal tracking/progress monitoring, service tracking, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site charge is 3 hours

$75 per hour

Speech and Language Pathology Assistant (SLPA) Duties may include: direct speech services, informal speech services, goal tracking/progress monitoring, service tracking and other duties as agreed upon by both parties. SLPAs require supervision by an SLP. This rate includes SLP supervision. Minimum on-site char_qe is 3 hours.

$65 per hour

Speech and Language Pathologist (SLP) Duties may include: goal tracking/progress monitoring, consultation, screenings, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site charge is 1hour.

$125 per hour

Licensed Occupational Therapists (OT) Duties include: direct OT services, goal tracking/progress monitoring, service tracking, IEP preparation and attendance, consultations and other duties as agreed upon by both parties. Minimum on-site charge is 2 hours

$100 per hour

Adapted Physical Education Teacher (APE) Duties include: direct APE services, goal tracking/progress monitoring, service tracking, IEP preparation and attendance, consultations and other duties as agreed upon by both parties. Minimum on-site charge is 2hours

$90 per hour

School Psychologist- ERMHS/ERICS Counseling or DIS Counseling Duties may include: direct ERMHS/ERICS and/or DIS Counseling services, informal counseling, goal tracking/progress monitoring, service tracking, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site chacqe is 2 hours

$103 per hour

21050 Califa St. Woodland Hilts, CA 91367 Phone: 323-391-1622 www.direct-ed.net 7




DocuS1gn Envelope ID: BDSD96DF-DAB9-48ED-ADCO-D9BD37E9DA3A

Behavior Intervention Implementation (Bil) Duties include: direct Bii services, implementing a behavior intervention/treatment plan, data tracking, service tracking and other duties as agreed upon by both parties. Minimum on-site charge is 6 hours.

$35 per hour

Behavior Intervention Development (BID) Duties include: direct BID services, developing behavior intervention/treatment plan and training/supporting Bii in the implementation of plan, goal tracking/progress monitoring, data analysis, service tracking, conducting FBA's, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site charge is 2 hours

$103 per hour

Licensed Vocational Nurse (LYN) Duties include: DIS services under the supervision of a Credentialed School RN and other duties as agreed upon by both parties. $40 per hour

Minimum on-site charqe is 6 hours Registered Nurse (RN) Duties include: DIS services under the supervision of a Credentialed School RN and other duties as agreed upon by both parties. $65 per hour

Minimum on-site charrie is 6 hours Credentialed School Nurse (SN) Duties include: development of medical treatment plans and support with implementation, progress monitoring of treatment plan, consultation, screenings, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site charqe is 1hour

$92 per hour

Deaf and Hard of Hearing Teacher (DHH) Duties include: direct DIS services, goal tracking/progress monitoring, service tracking, IEP preparation and attendance and other duties as agreed upon by both parties. Minimum on-site charqe is 2 hours

$125 per hour

Assessment Services Minimum on-site charqe is 1hour; 1mmum p,hone or virlua/ meetinq charqe is 15 minutes.

$125 per hour

$92 per hour

School Psychologist

Speech and Language Pathologist (SLP)

Credentialed School Nurse w/ Audiometrist Certificate (SN)

Licensed Occupational Therapists (OT)

Adapted PE Teacher (APE)

Case Manager- Academic Assessments

Screening Services M . . himmum on-site c arqe 1s 1 h M'. ' 15 ' thone or v1rtua meetmq chour; m1mum p arqe 1s mmu es.

Licensed or Credentialed SLP

School Nurse

Consultation Services Minimum on-site charqe- 2 hours; Minimum phone or virlua/ meetino charae is 15 minutes.

$103 per hour

$125 per hour

$92 per hour

$100 per hour

$90 per hour

$103 per hour

School Psychologist $150 per hour

$150 per hour

$150 per hour

Licensed or Credentialed SLP

Licensed Occupational Therapists






Adapted PE Teacher $150 per hour Behavioral Needs $150 per hour General Special Education Services/Program $150 per hour RTl/SST Consultation $150 per hour IEE Report (as a result of a dispute) $150 per hour DHH Teacher $150 per hour

Other Services Other- Program Expert Consultants, Physical Therapist, Audiologist, DHH Teacher, Contact for Assistive Technolon11 Assessments, etc. auote/availabilitv Licensed or Credentialed SLP for SLPA Supervision (Non DirectEd SLPA) $125 per hour School-wide Health Screenings -Scoliosis, Vision and Hearing $7.00 per student/ per If fewer than 10 students, hourly School Nurse (SN) rates will apolv. screenina

Fees· Applies to SLPAs and Blls Overtime 1.5 times the hourly rate Failure to provide lunch or rest break {non-exempt employees only)

J This applies when School prohibits Employee from taking their scheduled lunch and 1 times the hourly rate , rest breaks.

We comply with California laws and codes and ensure that all non-exempt employees sent to the school site are provided with the required number of breaks as prescribed by the law.

Additional Terms

Cancellation of Meetings School may be charged for an hour of service, if an IEP meeting is cancelled with less than 24 hours notice.

Absent Students/Schedule Changes We expect our Employees to call School prior to a DIS visit if there is only one student being serviced at the school. School may be charged the two-hour minimum visit if School confirms that a student is present and it turns out the student is absent. Employees may also work on other related duties during the time a student is absent from their scheduled DIS appointment.

Schools must provide at least 1business day notice if there is a change in the school or student's schedule and it will impact the Employee's scheduled visit. Failure to notify DE will result in the minimum visit charge that applies to the service.

Special Education Department Placement Fees The following fees apply for each employee that (a) School hires as its direct employee, independent contractor or subcontractor, while employed by DE and/or within 60 days of the termination of such employee's employment with DE or (b) School causes, directly or indirectly, to leave the employment of DE.

Hours of Service at the School Site 0-1,500 hours >1,500 hours

Fee $15,000 $3,500





DocuSign Envelope ID: 805D96DF-DA89-48ED-AOCO-D9BD37E9DA3A

Substitute Department Rates

Day-to-Day Rates and Fees

DirectEd will evaluate School's bell schedule and the daily rate will be based on adding 15 minutes to the start and end time of School's schedule. An additional 15 minutes may be added to the start of the workday if a morning break is not included in the school's bell schedule. Lunch is deducted from the calculation of hours and is therefore unpaid. All substitute teachers are verified to have at minimum a 30-Da Substitute Permit. Half Da - Fewer than 5 hours $147 Full Da - 5 - 8 hours $215

Hourly employees may not have 30-Day Substitute Permit and are not allowed to supervise classrooms j independently and should not be left alone with students for extended periods of time. Lunch is deducted

from the calculation of hours and is therefore unpaid. Teacher Assistant· 6 hour minimum $24 er hour

Office Assistant -6 hour minimum $24 per hour

Certified Nursin Assistants -6 hour minimum $28 er hour 1:1 Special Education/Student Aide-6 hour minimum $28 per hour

CPI Certified Special Education/Student Aide-6 hour minimum $32 per hour

· ·:,;-rzF:· ,,,, ,.,, ::'i'•'r-·: 'f:i2:'.l''

DocuSign Envelope ID: 805096DF-DAB9-48ED-AOC0-098037E9DA3A

Hourly Positions: We comply with California laws and codes and ensure all non-exempt employees sent to the school site are provided with the required number of breaks and a 30 minute duty-free lunch as prescribed by the law. It is the schools responsibility to ensure the employee takes their two (2) ten minute breaks and 30 minute lunch. School will not be charged for the required 30 minute duty-free lunch break.

Assignment Modifications: School may not modify the confinmed hours of an assignment request once the Employee is en route to the assignment.

Long-Term Rates and Fees

Rates for assi nments that are considered Ion -term are set forth below:

Office Assistant -6 hour minimum 1:1 Special Education/Student Aide-6 hour minimum

$24 per hour $28 per hour

Certified Nursing Assistants -6 hour minimum ; CPI Trained Para rofessional -6 hour minimum

Other

I fr; oH "' ··;··:..:/·>. ;' > H :·...'>•>ii: Overtime Fee $40 per hour For assignments that exceed eight (8) hours in a workday or forty (40) in a workweek). This calculation does not include an unpaid duty free lunch After School Assignments $40 per hour Anv assiqnment that starts after 2pm. 3 hour minimum required. Weekend Assignments $40 per hour Saturdays and Sundays

I Failure to Provide Lunch Break $40 per occurrence Failure to Provide Rest Break $25 per occurrence No Notice Cancellation Fee $100 per occurrence School may be charged if a confirmed assignment is cancelled once the employee is en route or has arrived at the assiqnment.

Hourly Positions: We comply with California laws and codes and ensure all non-exempt employees sent to the school site are provided with the required number of breaks and a 30 minute duty-free lunch as prescribed by the law. It is the schools responsibility to ensure the employee takes their two (2) ten minute breaks and 30 minute lunch. School will not be charged for lunch breaks.

Assignment Modifications: School may not modify the confirmed hours of an assignment request once the Employee is en route to the assignment.

No Lesson Planning or Grading $215 $147

Da -to-Da Additional Terms a I K-5; 6-12 Single Prep

$276 $200Lesson Plannin and/or Gradin 6-12 Multi Prep, Science, Math, Special Education

$315 $225Lesson Plannin and/or Gradin Credentialed Teacher $350 $250





DocuS1gn Envelope ID: 805D96DF-DAB9-48ED-AOCO-D9BD37E9DA3A

Lesson Planning and/or Grading; only applies to teachers who are

credentialed in the subiects they will be teachina. I

1Difficult to place positions or unusual reauests. Contact for auote Note: Pupil Free Days and Professional Development Days will be charged at the long-term rates 1f the substitute is required report to work on those days. If transition days are requested they will be booked as day-to-day assignments and charged the day-to-day rates.

Additional Hours • For assignments or duties that exceed eight (8) hours in a workday.

(e.g., office hours, detention coverage, Back-to-School Night, Parent Conferences, etc.)

• Coverage or Other Tasks Re uired Durin a Pre /Conference Period Fee Lesson Planning and Grading for non DirectEd Substitute Teacher This rate applies when a DirectEd employee is absent and creating lesson plans or rading work for a non-DirectEd emplo ee.

No Notice Cancellation Fee School may be charged if an assignment is cancelled after a substitute has been scheduled and is in route to the reviousl scheduled assi nment.

$50 a day

$40 er occurrence $100 per occurrence

Additional Terms Long Term Teachers: must receive a 30-minute duty free lunch when assigned to work over 5 hours. Failure to provide a

30-minute duty free lunch will result in fee of $40 per each occurrence.

Long-term teachers' schedules shall include the standard preparation time and/or conference periods provided to other

teachers at your school. School will be charged $40 per hour when a long-term substitute teacher is asked to cover classes

or complete other duties during their preparation period.

A School administrator or administrative designee must approve all additional hours on the long term timecard.

Long-term teachers shall verify their hours with the office manager or other designee on a weekly basis. Long-term rates

go into effect (i) the first day the long-term assignment begins, or (ii) when a day-to-day assignment requires a substitute

teacher to complete lesson plans or grade reporting.

In the event that aLong Term Substitute is absent, the school will be charged the long term rate when a DirectEd substitute

covers the assignment. This is to cover the grading and lesson planning rates we pay the employee for those days.

Assignment Modifications: School may not modify the confirmed hours of an assignment request once the Employee is en

route to the assignment.

Placement Fees

The following fees apply for each employee that (a) School hires as its direct employee, independent contractor or sub

contractor, while employed by DE and/or within 60 days of the termination of such employee's employment with DE or (b)

School causes, directly or 'indirectly, to leave the employment of DE.

A100I'1es to aII DEEmo ovee s ass1aned WIth'In 30 davs of schooI h'ire. I Assianed Davs at School Site Fee I 1-90 $3,000 I >90 $1,500

21050 Galifa St. Woodland Hills, CA 91367 Phone: 323-391-1622 www.direct-ed.net 12




DocuSign Envelope ID: F6B72436-23B3-4D21-9A3A-5FE9F6E4BB00

THIS SERVICES AGREEMENT (the Agreement) is made effective July 1, 2017, by and between Ascend HR

Consulting, LLC and with corporate offices located at Executive Preparatory Academy of Finance with located at

2814 Manhattan Beach Blvd, Gardena, CA 90249

THE PARTIES AGREE AS FOLLOWS:

Scope of Services

1.1 Ascend HR Consulting, LLC will provide (company name), with consulting services as mutually agreed upon and described in the attached Statement of Work. All consulting services to be provided hereunder will be referred to as Services. The parties may use this Agreement for multiple Statements of Work. Each Statement of Work must reference this Agreement.

1.2 Statements of Work will be written documents setting forth at a minimum:

a. A complete, sufficiently-detailed description of the types of Services to be rendered;

b. The applicable billing rates for the Services to be rendered (Services Fees); and

c. Any additional terms and conditions to which the parties may agree.

1.3 The parties contemplate that it may be desirable to make changes to the Statement(s) of Work. Before performing any work associated with any such change, a written Change Order shall set forth the necessary revisions to the Statement(s) of Work, and the parties, shall agree in writing that such work constitutes a change from the original Statement of Work, as amended, and that they further agree to the change provisions set forth in the Change Order. Each Change Order shall be numbered serially and executed by Ms. Ascend HR Consulting, LLC and Executive Preparatory Academy of Finance.

1.4 Executive Staff of Executive Preparatory Academy of Finance and Ascend HR Consulting, LLC will review the status of the Services, Statement(s) of Work, Change Orders, invoices and estimates as may be required. A written status report will be produced regarding the review. Ascend HR Consulting, LLC and Executive Preparatory Academy of Finance agree to execute and maintain copies of these status reports.

Obligations.

2.1 Executive Preparatory Academy of Finance will provide other support services to Ascend HR Consulting, LLC as both the company and Ascend HR Consulting, LLC subsequently agree.

Services and Fees and Expenses.

3.1 Executive Preparatory Academy of Finance shall be responsible for all Service Fees as identified in the applicable Statement(s) of Work (and Change Orders, as applicable) as those Services are provided.

3.2 Ascend HR Consulting, LLC will invoice Executive Preparatory Academy of Finance for the Services Fees once per calendar month (on or about the 31st of each preceding month). Executive Preparatory Academy of Finance agrees to remit full payment to Accounts Payable promptly upon its receipt of the invoice.

Term and Termination.

4.1 This Agreement shall commence as of the Agreement Date above and shall remain in force through June 30, 2018.

Proprietary Rights: Confidential Information.

5.1 Ascend HR Consulting, LLC agrees that the work products from the Services provided to Executive Preparatory Academy of Finance hereunder, shall be owned by Executive Preparatory Academy of Finance. Nothing contained in this Section 5.1 shall be construed as prohibiting Ascend HR Consulting, LLC utilizing in any manner, knowledge and experience of a general nature acquired in the performance of Services for Executive Preparatory Academy of Finance.




5.2 Confidential Information includes all information identified by a disclosing party as proprietary and confidential, which Confidential Information shall remain the sole property of the disclosing party unless the ownership of such Confidential Information is otherwise expressly set forth in the Agreement. Items will not be considered Confidential Information if: (a) available to public other than by a breach of an agreement by the recipient; (b) rightfully received from a third party not in breach of any obligation of any confidentiality; (c) independently developed by one party without access to the Confidential Information of the other; or (d) rightly known to the recipient at the time of disclosure as verified by its written records.

5.3 Each party agrees that it shall not use for any purpose or disclose to any third party any Confidential Information of the other party without the express written consent of the other party. Each party agrees to safeguard the Confidential Information of the other party against use or disclosure other than as authorized by or pursuant to this Agreement through measures, and exercising a degree of care, which are at least as protective as those, Ascend HR Consulting, LLC or Executive Preparatory Academy of Finance, as the case may be, exercises in safeguarding the confidentiality of its own proprietary information, but no less than a reasonable degree of care under the circumstances. Each party shall permit access to the Confidential Information of the other party only to those individuals (a) who have entered into a written nondisclosure agreement with the other party on terms equally as restrictive as those set forth herein, and (b) who require access in performance of their duties to the other party in connection with the other party’s rights under this Agreement.

5.4 Each party acknowledges that the wrongful use or disclosure of Confidential Information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations under this Section 5, the non-breaching party may immediately terminate this Agreement without liability to the other party, and may bring an appropriate legal action to enjoin such breach, and shall be entitled to recover from the breaching party reasonable legal fees and cost in addition to other appropriate relief.

Warranties

6.1 Ascend HR Consulting, LLC warrants that the Services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices. Executive Preparatory Academy of Finance agrees that Ascend HR Consulting, LLC sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at Ascend HR Consulting, LLC sole discretion, to correct the nonconformity or to refund the Services Fees paid for the affected executive consulting services.

General Provisions

7.1 The relationship of Executive Preparatory Academy of Finance and Ascend HR Consulting, LLC is that of independent contractors. Personnel of both parties are neither agents nor employees of the other party for federal tax purposes or any other purpose whatsoever, and are not entitled to any employee benefits of the other party.

7.2 No delay, failure or default in performance of any obligation by either party, excepting all obligations to make payments hereunder, shall constitute a breach of this Agreement to the extent caused by force majeure.

7.3 Any assignment in violation of these terms is void.

7.4 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be conclusively resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorney fees, unless the arbitration award specifically provides otherwise.

7.5 All communications between the parties with respect to any of the provisions of this Agreement shall be in writing, and shall be sent by personal delivery or by airmail, facsimile transmission or other commercial means of rapid deliver, postage or costs of transmission and deliver prepaid, to Executive Preparatory Academy of Finance or to Ascend HR Consulting, LLCxx as set forth in the preamble of this Agreement, until such time as either party provided the other not less than ten (10) days prior written notice of a change of address in accordance with these provisions.

7.6 The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of ; provided, however, that if any




provision of the Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement shall otherwise remain in full force. After arbitration, as specified in Section 7.4, any suit to enforce any provision of this Agreement, or any right, remedy or other matter arising from the arbitration, will be brought exclusively in the state or federal courts located in. Ascend HR Consulting, LLC and Executive Preparatory Academy of Finance agree and consent to the venue in and to the in-person jurisdiction of the aforementioned courts.

7.7 Any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representatives of both parties. The failure of any party to enforce any right it is granted herein, or to require the performance by the other party hereto of any provision of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of this Agreement. All provisions of this Agreement which by their own terms take effect upon the termination of this Agreement or by their nature survive termination (including without limitation the provisions of Sections 3, 5, 6, 7) shall survive such termination.

7.8 This Agreement, all attached schedules and all other agreements referred to herein or t

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