Henry Ford Academy Alameda School for Art + Design

Application Coversheet (Please type) (/) ^3 rn rn rn ^ _ Henry Ford Academy: San Antonio_ Henry Ford Learning Institute 5 C/5 Name of Proposed Charter School Name of Sponsoring Entity c/j^5 O^ :o o Note: If the sponsoring entity is a 501(c)(3) nonprofit organization, the name must appear exactly as it appears in the Articles •~~H C^ of Incorporation or any amendments thereto. 5 G) The sponsoring entity is a (Check only one.}: ^ rx~]501(c)(3) nonprofit organization [_j Governmental Entity j | College or University "z ;H Chairperson of Governing Body of Sponsoring Entity: Michael Schmidt_ G> m CEO of Sponsoring Entity: _ Deborah Parizek_ O -< CEO/Superintendent of Proposed Charter School: TBD_ _ 3 O Representative Who Attended an Applicant Conference: Aaron Wilson-Ahlstrom _ Date of Conference: 12/3/2007_ m - _ CO Applicant Mailing Address: 20900 Oakwood Boulevard. Dearborn. Michigan 48 1 24

Physical Address of Proposed Administrative Offices (if different from above):

Number of Campuses Being Requested : 1_

Physical Address of Each Proposed Campus: 318 W Houston Street. San Antonio. Texas 78207

Contact Name: Shannon Clements Contact E-mail Address: sclements(qjhfli.org

Contact Phone #: 313.982.6027 ContactFaxft 313.982.6218

Circle Grade Levels to be served and state maximum enrollment for each year: By Year 3, at least one grade in which the state accountability tests are administered must be offered.

Yearl:Pre-K3 Pre-K.4 K 1 23 45 67 8(9 10 11 12 Maximum Enrollment: 120

Year2:Pre-K3 Pre-K4 K 1 23 45 67 8 9 \\9 11 12 Maximum Enrollment: 240

Year3:Pre-K3 Pre-K4 K. 123456 7 8 9 idui 12 Maximum Enrollment: 360

Year4:Pre-K3 Pre-K4 K 1 23 45 67 8(9[Id(ll 12 Maximum Enrollment: 480

Year5:Pre-K3 Pre-K4 K 1 2 3 4 5 6 7 8 f 9 [1(1(11 (13 Maximum Enrollment: 480

I certify that I have the authority to submit this application and that all information contained herein is complete and accurate, realizing that any misrepresentation could result in disqualification from the application process or revocation after award. In accordance with TEC §12.120,1 further certify that no members of the governing body of the sponsoring entity or of the proposed charter school nor anyofficers or employees of the proposed school have been convicted of a misdemeanor involving^moral turpitude or of any felony. I understand that incomplete applications will not be considered.

.,__ Deborah Parizek (BLUEflNJQ Signature of/Chief Executive Officer of Sponsoring Entity Date,Mvviq »lv' ^(IÔT^Sî J !: iÂAA/ A '^ (r~/t2s^7&A /?%* Ji* &JT^ - ^--Christopheb i^nr-or Reynoldn s (BLUE INK) Signature of Application Preparer D*t^ . i uj • 1 hd With what company is the application preparer associated? Henry Ford Learning institute Was preparer paid? Yes Nc Moiivono?"hVXi1 17 701-07-116^007 C-?.r"-'"*-*' SAS 529-08 RFA 701-07-116 new address for Henry Ford Academy: Alameda School for Art + Design Page 1 of 1

Salvo, Rick ' ~ " APPROVED DURING CONTINGENCY PROCESS From: Shannon Clements [[email protected]] Sent: Tuesday, June 23, 2009 11:46 AM To: Salvo, Rick Subject: new address for Henry Ford Academy: Alameda School for Art + Design

Hello Rick — it was great to talk with you this morning.

The new address of record for the Henry Ford Academy is 429 Arbor Place, San Antonio, TX, 78207.

We will begin occupying/working in the building on August 3, 2009, at which time mail delivery will begin. Is there a way to ensure that any written/mailed correspondence is delivered at the 381 W. Houston address until that time?

Thank you for your help.

-Shannon A. Clements

6/29/2009 APPROVED DURING Anderson, Valerie_ CONTINGENCY PROCESS _

From: Jeffrey D. Flores [[email protected]] Sent: Wednesday, July 22, 2009 1 1:51 AM To: Anderson, Valerie Subject: Re: AskTED changes for HFA: Alameda School for Art + Design

Yes, our official name is; [Henry Ford Academy; Alameda School for Art + DesignA School starts August 26th. l J

On another note, who can I talk to about my TEASE access? I applied Monday and am waiting for access.

Thanks for everything.

Henry Ford Academy: Alameda School for Art + Design 210-527-9000 (Office) 210-426-6645 (Cell) j f lores@thealamedaschool . org

----- Original Message ---- From: "Valerie Anderson" To: "Jeffrey D. Flores" < jf lores@thealamedaschool . org> Sent: Wednesday, July 22, 2009 11:43:08 AM GMT -06:00 US/Canada Central Subject: RE: AskTED changes for HFA: Alameda School for Art + Design

Mr. Flores,

I updated your email, fax number and web address. Do you have an actual start date for the school? Also we have your school name as Henry Ford Academy San Antonio is this correct? I see you are referring to the Alameda School for Art + Design should that be how you are listed in AskTED?

Thank you,

Valerie Anderson 512-463-9575

----- Original Message ---- From: Jeffrey D. Flores [mailto: j f lores @thealamedaschool .org] Sent: Wednesday, July 22, 2009 11:28 AM To: Anderson, Valerie Subject: AskTED changes for HFA: Alameda School for Art + Design

Valerie,

Can you make the following changes to our AskTED info?

My email to [email protected] Fax number: 210-527-9053 Web address: www. thealamedaschool . org

Thanks, . ,^(® 3(

Henry Ford Academy: Alameda School for Art + Design 210-527-9000 (Office) 210-426-6645 (Cell) j f lores@thealamedaschool . org REVISED DURING CONTINGENCY PROCESS SEE INSERT. Table of Contents

Application Sections Section 1 : Statement of Need 4 Section 2: Vision of the School 10 Section 3 : Education Plan 14 Section 4: Student Goals 30 Section 5: Human Resources Information 32 Section 6: Governance 60 Section 7: Community Support 73 Section 8: Geographic Boundary 77 Section 9: Admissions & Enrollment Policies 79 Section 10: Special Needs Students & Programs 83 Section 1 1 : Business Plan 84

Attachments Attachment A - Notarized Biographical Affidavits 93 Attachment B- Organizational Chart of the Sponsoring Entity 138 Attachment C - 501(c)(3) Determination Letter from the IRS 140 Attachment D - Articles of Incorporation 145 Attachment E - Bylaws 160 Attachment F- Published Notice of Public Hearing 220 Attachment G- Synopsis of Public Hearing 222 Attachment H - Signed Certified Mail Receipt Cards 226 Attachment I - Audit Report 238 Attachment J - Credit Report 250 Attachment K - IRS 990 Filing 253 Attachment L - Documentation Verifying All Sources of Funding 295 Attachment M - Start-Up Budget 298 Attachment N - Budget for First Three Years of Operation 309 Attachment O - Negotiated Service Agreements 358 Attachment P - Negotiated Lease Agreements (Letter of Intent to Lease) 377

^Exhibits Exhib1t4 - HFLI Advisory Jfoapl \ 381 Exhibit 2^sQ)llege and Career Re&djness Report Cards ^\^ 383 Exhibit 3 - Tinteline to Adapt 9th Grade^C^re Curriculum to HFXs§an Antonio 394 Exhibit 4- Senior Ntestejy Process Assessm&rW^Rubrics ^\ 396

Page 2 Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Other Remove from the application all exhibits after Attachment P.

HFLI agrees that the Texas Education Agency may remove all exhibits after Attachment P from its application.

APPROVED DURING CONTINGENCY PROCESS

Contact: Shannon A. Clements 18 1/23/09 [email protected] Applicant Checklist

Henry Ford Academy: San Antonio Henry Ford Learning Institute Proposed Fourteenth Generation Charter School Name Sponsoring Entity Name This checklist MUST be completed and submitted as part of the application to ensure that the applicant has provided all of the information required by the RFA.

Application S" Attended Applicant Conference: Date 12/3/07 : Board Member Who Attended Aaron Wilson-Ahlstrom B; Application Coversheet B Table of Contents Jg Applicant Checklist (this document) Application Sections (Alt questions in each section must be answered completely.) H 1 Statement of Need H 6 Governance BI 2 Vision of the School jjg 7 Community Support H, 3 Educational Plan IS 8 Geographic Boundary IS 4 Student Goals Kl 9 Admissions Policy S 5 Human Resources Information 0 10 Special Needs Students and Programs Attachments A - P 12 11 Business Plan gl A Notarized Biographical Affidavits for members of the governing body of the sponsoring entity or of the charter school (if any) and any identified officers of the charter school H B Organizational Chart reflecting all of the sponsory entity's operations, including the proposed charter school 63 C 501(c)(3) Determination Letter from IRS or statement that it is not required if sponsoring entity is an institution of higher education or a governmental entity gp D Articles of Incorporation filed with Texas Secretary of State or a comparable document if the sponsoring entity is an out-of-state nonprofit corporation or a statement that this not required if the sponsoring entity is an institution of higher education or a governmental entity. (If the sponsoring entity has amended its Articles of Incorporation, it must submit both the original Articles of Incorporation and the documents reflecting amendments to the original Articles of Incorporation. The failure to submit all of these documents will render this attachment incomplete.) If incorporated after January 1, 2006, substitute with Certificate of Formation and Certificate of Filing H E Corporate Bylaws or statement that it is not required if sponsoring entity is an institution of higher education or a governmental entity H F Published Notice of Public Hearing showing name of the newspaper and date of publication and stating the proposed school name, sponsoring entity name, date, time, and place of meeting, and names of sponsoring entity board members H G Synopsis of Public Hearing H H Signed Certified Mail Receipt Cards showing that relevant school districts and charter schools received statement of impact forms (In the absence of signed certified mail return receipt cards, the certified mail receipt showing each addressee, fees paid, and the date mailed will be accepted.) H I Audit Report or one of the following: (I) unaudited fincial statements (consisting of an unaudited statement of financial position; an unaudited statement of activities; and an unaudited statement of cash flows including a notarized acknowledgement signed bv the chief executive officer and chief financial officer of the sponsoring entity attesting to the accuracy and completeness of the information provided) or (2) a statement that no documents arc being provided because the sponsoring entity was incorporated after January 1, 2006 and has less than $5,000 in receipts and total assets. H J Credit Report or a statement that no report is provided because the sponsoring entity was incorporated after January 1, 2006 and has less than $5,000 in receipts and total assets. IS K IRS 990 Filing or a statement explaining why it is not available. S L Documentation Verifying All Sources of Funding or a statement explaining that there are no sources of funds (General letters of support should NOT be included). S M Start-Up Budget S N Budget for Year One of Operation (Budgets for Years Two and Three arc required in some cases where escalating enrollment is planned.) S O Negotiated Service Agreement(s) or a statement explaining why no agreements are being provided. IS P Negotiated Lease Agreement(s), Deed(s) to Property, Earnest Money Contract(s), or Purchase Agreement(s) or a statement explaining why no documents are being provided 0 12 Attachments (Mark here to indicate that all attachments have been included in the order required.)

Christopher Reynolds . Deborah Parizek Name, o£Application Preparer (Typed) Name of CEO of Sponsoring Entity (Typed)

Signature of Application Preparer Date SignatuTe"of CEO of Sponsoring Entity Date 18 SAS 529-08 Page 3 RFA 70 1-07-1 16

14 pages have been withheld

PLEASE NOTE: The responsive information contains copyrighted information that can only be made available to you for viewing in person. Because the information indicates that it is protected by copyright, you may review this information in person during normal business hours at TEA. If you are interested in reviewing the copyrighted information, please send an email to [email protected] to schedule an appointment.

, . . .. . APPROVED DURING CONTINGENCY PROCESS Henry cFord Learnin g ¥Institutf e Charter Schools Contingency Issues for Resolutio. Area: Education Plan p. 18 and p. 21 - please replace current text on these pages with text below (highlights indicate changes/additions as requested) p. 18 Special Education. HFA: San Antonio will comply with all federal and Texas state regulations and policies related to Special Education. HFA: San Antonio understands that placement for Special Education students is determined by the ARD committee and that placement in the mainstream is not predetermined.

p. 21 Special Education. Teaching through projects provides opportunities for students with different learning styles the ability to master relevant TEKS through areas of strength, while supporting their work on weaker areas. Because the tasks are varied and complex, differentiated instruction occurs naturally, another benefit for Special Education students. And, because the instruction is differentiated for everyone in these kinds of projects, students with learning disabilities are able to get the support and accommodations they need without the stigma often attached to receiving "special accommodations." HFA: San Antonio understands that placement for Special Education students is determined by the ARD committee and that placement in the mainstream is not predetermined.

Contact: Shannon A. Clements 1 1/23/09 [email protected]

6 pages have been withheld

APPROVED DURING CONTINGENCY PROCESS

Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Teacher to Student Ratio -- please replace current text on p. 24 with the text below. Highlights indicated added/edited text as requested. p. 24 3d) Each grade level will be composed of five cohorts of approximately twenty-four (24) students each, for a total of 120 students at each grade level. Overall, this structure creates an average teacher- student ratio of 1:24 in class settings. The overall teacher-to-student ratio will be lower (1:18 or better) because there will be 7-8 instructional staff foi the 120 students. HFA: San Antonio will ensure that no more than 28 students will be placed in any one class.

Contact: Shannon A. Clements 2 1/23/09 sha nnp ncj@ thehenryford.org

7 pages have been withheld

„ . _ . . APPROVED DURING CONTINGENCY PROCESS Henry Ford Learnin g ¥Institute Charter Schools Contingency Issues for Resolution Area: Student Goals - please replace current text on p. 31 with the text below. Highlights indicated added/edited text as requested.

p. 31 Goal 5:100% of graduates will be admitted to college or other post-secondary education/training programs. As Henry Ford Academy students progress through high school, they complete predetermined and necessary steps to prepare themselves for college, and that progress is monitored through the College and Career Readiness Report Cards described above. During their 12th grade year, all students will be required to complete and submit an application to at least three colleges or appropriate post-secondary education/training programs: the goal for each graduate will be acceptance to at least one post-secondary program.. The school will provide support for all students in this process, including financial support for application fees as needed. The school counselor will record data for all students regarding which schools/programs they apply to, and whether or not they were accepted. This data, along with a total number of scholarship dollars awarded to students, will be included in an annual report produced by the school, both for internal and external review.

Contact: Shannon A. Clements 3 1/23/09 s han none (5)th eh en rvfbrd.org

1 pages have been withheld

Henry Ford Learning Institute APPROVED DURING CONTINGENCY PROCESS Charter Schools Contingency Issues for Resolut Area; Human Resources Information - please insert the following text p. 32 Planning Director

POSITION DESCRIPTION: PLANNING DIRECTOR

TITLE: Planning Director SCHOOL: San Antonio REPORTS TO: Principal

SUMMARY OF PURPOSE The Planning Manager must be a dynamic, dedicated and energetic individual responsible for assisting the Director in the planning process for the new Henry Ford Academy: San Antonio high school to be developed and opening in August of 2009, The Manager will report to the Director and will work closely with The Alameda, Henry Ford Learning Institute (HFLI), other local school partners and the founding staff of HFA: SA to ensure an effective planning and outreach process.

ESSENTIAL FUNCTIONS • Facilitate the planning process for the new school to open in August 2009, including scheduling on-site and phone meetings, developing agendas and follow-up plans, • Monitor progress on and update the HFLI school start-up checklist, • Facilitate the work to inform the community about and build support for the new school, including scheduling and managing logistics for information and student recruitment sessions and other public meetings, and attending/presenting at these meetings, • Work with community organizations, including church and religious organizations, business organizations, other public and private schools, and other non-profit and community-based organizations to inform them of the school and build support for it, • Assist in the preparation of materials that provide information about the school, including Power Point presentations, posters, flyers and other printed materials and a school web site, • Track additional collaborative opportunities that might support student internships, enhance student academic programs during the school day, after school and on Saturdays, and support teachers in classroom enhancement activities once the school opens, • Develop and manage a system to track community engagement activities and participation, • Record and document effective methods of community and family engagements lessons learned to be incorporated into HFLI school start-up toolkit for other Henry Ford Academies; • Provide input to Director for regular updates on progress to HFA: SA's Board of Directors, and • Other duties as assigned.

MINIMUM REQUIREMENTS: Bachelor's degree required; advanced degree preferred. Candidate must be passionate about furthering education reform in a public environment Belief that all students, regardless of race, socio-economic status, family background or past academic performance can succeed. Experience in managing broad, complex projects with multiple partners, community engagement, education, nonprofit and/or education fields in San Antonio. Highly organized; capable of handling numerous projects simultaneously and able to prioritize, with keen attention to detail; work collaboratively with others involved in fundraising, program and proposal development

Contact: Shannon A. Clements 5 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution

SPECIAL SKILLS: Exhibit integrity beyond reproach and build trusting relationships within and outside HFLI, local partners and national partners. Able to work with teachers, students, parents, volunteers, and Board members effectively. Facility in the use of Microsoft Office. Able to strategize, plan, execute and interact with tact, discretion and diplomacy. Ability to respond to requests [email and phone) quickly and effectively. Able to function within a team environment with minimal clerical/secretarial support. Flexibility in work location (Dearborn, Detroit).

PREFERRED SKILLS: Specific experience with charter schools and/or small school models. Specific experience and excellent reputation for program development and implementation in San Antonio.

Contact: Shannon A. Clements 6 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Human Resources Information - please insert the following information, p. 44 Special Education Coordinator

POSITION DESCRIPTION: Special Education Coordinator

TITLE: Special Education Coordinator SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Instructional Team Leader

SUMMARY OF PURPOSE:

The Special Education Coordinator is responsible for identifying children with special needs and/or learning disabilities, working with students with disabilities individually, in groups, or within their classroom, working with teachers to identify best practices for differentiated instruction, and designing and implementing Individual Education Plans for students. In addition, the Special Education Coordinator shall collect, review, update and securely store student files; and convene IEP/IEPT meetings and annual reviews.

ESSENTIAL FUNCTIONS Student Achievement • Plan a program of study that meets the individual needs, interests, and abilities of the students • Assist in establishing curricular objectives and the development of the comprehensive plan for the implementation and evaluation of the objectives • Implement differentiated curriculum that is aligned with state standards and school goals • Focus staff on student performance through the monitoring of teacher grade books and data for special needs students • Assist teachers with the creation and implementation of differentiated instruction for students who are struggling • Ensure that teachers set clear, measurable, attainable and rigorous performance goals for their individual students and classes as a whole • Plan and co-teach with individual teachers as needed

Teacher/Staff Development and Accountability • Write and review reports according to the law and submit all documentation required by HFA: SA and State of Texas and federal agencies and departments • Meet deadlines for submitting required documentation • Assist teachers with the implementation of school curriculum • I collaboration n with administration, participate in the training of new staff around special education laws • Lead in the design and advertisement of professional development opportunities for the whole staff and individual staff members • Attend leadership meetings and provide guidance on special education related issues • When necessary, provide one-on-one coaching to teachers so that their students can achieve high standards • Keep up to date with current educational research on curriculum and instruction • Manage all aspects of student database relative to Special Education

Contact: Shannon A. Clements 7 1/23/09 shannonc@t:hehencvJorcLpre APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution

Operations and Compliance • Coordination and administration of standardized testing materials • Initiate the requisition of appropriate curricular materials for the school • Assist in the management of student database, school records and school reports • Keep up with changes that are made to the State of Texas and federal educational standards • Facilitate all manifestation hearings

School Environment • Promote high academic standards for all students • Together with HFA: SA staff, plan and facilitate Forum activities/curriculum • Maintain a high level of professionalism and promote the same level of professionalism for other staff members • Create an open line of communication with the faculty/staff to promote a positive, collegial atmosphere • Serve as a model for the staff for effective student discipline by personally demonstrating the persistence, insistence, and consistence necessary to inspire positive behavior

Parent and Community Relations • Monitor staff communication with parents i.e. phone calls, letters, mailings, etc. • Assist administration in promoting the participation of students, parents and staff in school initiated activities • Communicate with parents frequently about the progress and needs of students

Leadership • Effectively communicate the mission of HFA: SA to students, staff, parents and community members • Provide mentoring for new and current staff • Work with the leadership team to problem solve all major areas of school concern • Assist administration with projects as requested • Supervise breakfast and lunch as needed • Meet all obligations as set out in the HFA Staff Handbook

QUALIFICATIONS: Bachelor's degree or higher. Valid Texas teacher certification with Special Education endorsement. Experience working with students with various learning disabilities and special needs. Experience working with students who have been educationally underserved. Commitment to the mission of HFA: SA.

MINIMUM REQUIREMENTS: Bachelor's degree and Special Education Certification required Experience in education, target academic content area certification and teacher leadership are critical. This position requires substantial expertise in urban education, includinga proven record of effective authentic instruction, significant work with families and students as partners in learning, and integration of a wide range of unique, community resources. An evident commitment to holding all students to high expectations for academic and personal success is also a must

SPECIAL SKILLS: Experience in secondary schools that face instructional and material challenges is critical as is significant expertise in working with urban families, developing community

Contact: Shannon A. Clements 8 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution partnerships and collaborative decision-making and leadership. Candidates should be comfortable operating in a flexible, self-directed and fast-paced work environment. Experience in an entrepreneurial educational environment is highly desired.

PHYSICAL/MENTAL/ENVIRONMENT: Physical: Sitting: 30% Standing/walking: 70%

Lifting: Not significant

Vision: Able to work on desktop and laptop computers, and read written material

Mental: Able to handle various instructional challenges and projects and work with a variety of other people in a collaborative manner

Environment: Highly visible classroom with wide range of people present will require flexibility, patience, creative use of shared space; personal workstation for responsibilities outside of direct interactions with students; regular short term travel to local community organizations and institutions.

Contact: Shannon A. Clements 9 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Human Resources Information - please insert the following information

Provide job descriptions for the following positions listed on the organizational chart: office manager, counselor, community outreach, security and social worker.

POSITION DESCRIPTION: OFFICE MANAGER

TITLE: Office Manager SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Director of Finance & Operations/PEIMS Coordinator

SUMMARY OF PURPOSE Office Manager shall perform all duties as assigned by the Henry Ford Academy, adhere to all Academy policies and procedures as may be in effect at any time during Office Manager's employment, and comply with all requirements of Texas, federal and other applicable law with respect to the Academy's operations and/or Office Manager's performance of his/her duties. Office Manager's duties shall include, but shall not be limited to the following essential functions:

ESSENTIAL FUNCTIONS • Report to Principal or his or her designee. • Assist Principal and Assistant Principal with administrative and clerical duties • Organize meetings, conferences, and Academy visitations • Maintain all pertinent Academy records • Prepare bookkeeping and financial records in conjunction with Director of Operations • Manage and record all correspondence between Academy and other entities • Act as liaisoa n between Museum personnel and Academy for all daily activities • Provide support services to the Board of Directors as necessary • Maintain a positive relationship with all external audiences • Attend all Academy Board of Directors meetings as necessary • Recruit and assign substitute teachers as needed • Prepare monthly school calendars • Order office and school supplies • Recruit, coordinate, and supervise office volunteer staff • Maintain school-wide mailings • Coordinate/Facilitate needs of instructional staff • Provide all other administrative and/or clerical duties subsequently determined by Principal to facilitate the mission, goals and standards of the Academy. • Acts as a team player and provides expertise within the team and with other teams as appropriate

MINIMUM REQUIREMENTS: Two-year or four-year degree in business administration preferred, and/or equivalent experience. Excellent skills in Microsoft Word, Excel, Access and Outlook, including merges, spreadsheets, etc. Ability to proofread correspondence. Excellent verbal and written communication skills. Proficiency in Spanish and English.

SPECIAL SKILLS: Experience in a school setting with students and parents from diverse backgrounds. Proven organizational and problem-solving skills; excellent interpersonal skills; keen attention to detail.

PHYSICAL/MENTAL/ENVIRONMENTAL Physical: Sitting: 85%

Contact: Shannon A. Clements 10 1/23/09 shannonct5>thehenrvfojd.org APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Standing: 15% Lifting: 10 Ibs.

Vision: Able to use computer 4-6 hours/day.

Mental: Self-motivated, multi-tasking ability; able to stay focused in a distracting, noisy environment; ability to work with people in a positive manner; able to keep sensitive information confidential; and able to respond effectively and maintain a calm environment in emergencies

Environment: Very active high school office.

POSITION DESCRIPTION: COUNSELOR

TITLE: Counselor SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Director of Finance & Operations/PEIMS Coordinator

SUMMARY OF PURPOSE: The Henry Ford Academy: San Antonio Counselor will provide a comprehensive guidance program that meets the needs of all 9-12 students. Counselor will promote and enhance academic, personal, social, and career development of the students.

ESSENTIAL FUNCTIONS • Implement a comprehensive guidance program which meets the needs of students in grades 9-12 • Promote and enhance academic, personal, social, and career development of the students • Conduct structured, goal-oriented counseling sessions in response to identified needs of individuals and groups of students • Consult with and serve as a resource for teachers, staff, and parents regarding the developmental needs of students • Refer students and their parents to community agencies, programs, or specialists as appropriate • Participate in the evaluation and revision of the school guidance program • Fulfill professional responsibilities • Assist in school scheduling and programming, and other logistical functions as needed • As membe a r of the Administrative Team, fulfill before and after school responsibilities • Conduct before and after school meetings and presentations for parents, students and community • Assist in the recruitment of new students • Other general counseling and administrative functions as needed

MINIMUM REQUIREMENTS: Bachelor's degree and counseling certification; experience with college and career preparation ideal. This position requires substantial expertise in urban education, including significant work with families and students as partners in learning, and integration of a wide range of unique, community resources. Candidate should exhibit integrity beyond reproach and be passionate about furthering educational reform in a public environment. A commitment to holding all students to high expectations for academic and personal success is also a

Contact: Shannon A. Clements 11 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution must. Candidate should have superior written and oral communication skills; ideal candidates have experience coordinating extra-curricular events and activities and capacity to work collaborativery across disciplines. Proficiency in Spanish and English.

SPECIAL SKILLS: Start up experience in a charter school environment is critical as is significant expertise in the areas of educational reform, community partnership development, and collaborative decision-making and leadership. Candidates should be comfortable operating in a flexible, self-directed and fast-paced work environment with limited administrative support. Experience in an entrepreneurial educational environment is highly desired.

PHYSICAL/MENTAL/ENVIRONMENT: Physical: Sitting: 30% Standing/walking: 70%

Lifting; Not significant

Vision: Able to work on desktop and laptop computers, and read written material

Mental: Able to handle various projects with deadlines and work with a variety of other people

Environment: Highly visible school with wide range of people present will require flexibility, patience, creative use of shared space; personal workstation for responsibilities; regular short term travel to local community organizations and institutions.

PQSTION DESCRIPTION: Community and Family Engagement Director (Community Outreach)

TITLE: Community and Family Engagement Director (Community Outreach) SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Principal

SUMMARY OF PURPOSE The Community and Family Engagement Director will be a dynamic, dedicated and energetic individual responsible for directing the local community and family engagement and planning process for the new Henry Ford Academy charter high school to be developed in San Antonio. The Director will work closely with community members and local partners, the Henry Ford Learning Institute (HFLI) senior staff, local school partners and the founding staff of HFA: San Antonio (founding principal, teacher and director of operations) to ensure a collaborative, effective and inclusive outreach process.

ESSENTIAL FUNCTIONS • Work with community volunteers, partnership staff, the founding staff, HFLI and board members (the "planning team") to facilitate a collaborative and inclusive community outreach process; • Facilitatethe input and work of local partners and community members to inform the community about and build support for the new school, including intensive information and student recruitment sessions;

Contact: Shannon A. Clements 12 1/23/09 shannoncfo) thehenrvforri.org APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution • Work with community organizations, including church and religious organizations, business organizations, other public and private schools, and other non-profit and community-based organizations to inform them of the school and build support for it, » Develop and implement a variety of community outreach and information sessions, including small group discussions, student/family informational and recruiting meetings, and larger community-wide meetings, • Develop in collaboration with the planning team a student and parent orientation program to be implemented in the months prior to the school's opening, • Prepare materials in collaboration with the planning team and contractors to distribute at these sessions, including power point presentations, posters, flyers and other printed materials as needed, • Identify and pursue collaborative opportunities, including other schools and business, higher education, community and non-profit organizations, to support student internships, enhance student academic programs during the school day, after school and on Saturdays, and to support teachers in classroom enhancement activities; • Gather input from the local community regarding planning and start-up issues, communicate back to the planning team, and implement changes to improve the process; • Provide comprehensive support to the planning team implementing the new Henry Ford Academy to prepare for an August 2009 opening, including: o Community outreach, o Student recruitment, o Grant applications and other donations, and o Local media and PR efforts. • Develop and manage a system to track community and family engagement activities and participation. • Provide regular updates on progress to Board of Directors; • Record and document effective methods of community and family engagements lessons learned to be incorporated into HFLI school start-up toolkit for other Henry Ford Academies; • Other duties as assigned.

MINIMUM REQUIREMENTS: Bachelor's degree required; advanced degree preferred (e.g. MSW, Urban Planning, and other advanced degrees). Experience in community and family engagement and involvement, community schools, education, nonprofit and/or education fields in San Antonio. Highly organized, self-motivated, exemplary public speaking, written and conceptual skills; capable of handling numerous projects simultaneously and able to prioritize, with keen attention to detail; work collaboratively with others involved in fundraising, program and proposal development. Candidate must be passionate about furthering education reform in a public environment.

Ability to travel and spend two to four days per month in Dearborn, Michigan for initial and ongoing training at HFA-Dearborn and with HFLI staff.

SPECIAL SKILLS: Hands-on entrepreneurial experience. Specific experience with charter schools and/or small school models. Specific experience and excellent reputation for program development and implementation in San Antonio. Belief that all students, regardless of race, socio-economic status, family background or past academic performance can succeed academically.

Exhibit integrity beyond reproach and build trusting relationships within and outside HFLI, local partners and national partners. Ability to work with teachers, students, parents, volunteers, and Board members effectively. Facility in the use of Microsoft Word, Excel, Power Point, and Outlook. Able to strategize, plan, execute and interact with tact, discretion and diplomacy. Able to function effectively within a team

Contact: Shannon A. Clements 13 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution environment with minimal clerical/secretarial support. Able to work in an exemplary manner with minimal supervision.

PHYSICAL/MENTAL/ENVIRONMENTAL Sitting: 80% Standing: 20%

Some boxes weighing between 10-20 Ibs

Normal. Able to work with desktop/lap top computers.

Desire to succeed; desire to continually improve performance; goal- achievement oriented; willing to work hard and occasionally put in long hours; able to collaborate effectively; flexibility and creativity in approach to organizational start-up challenges and team work.

Environmental: Fast-paced collaborative start-up school environment.

POSITION DESCRIPTION: Security/Police Officer

TITLE: Security/Police Officer SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Principal

SUMMARY OF PURPOSE:

The purpose of the Security/Police Officer is to demonstrate a commitment to the education of our youth and to maintain an appropriate learning environment through the protection of students, employees and property.

ESSENTIAL FUNCTIONS • Perform all duties as outlined in district and department policies, rules, and procedures • Respond to all calls requiring peace officer intervention or service, and initiate activity where needed to ensure a safe and secure environment • Work any hours, shifts, days, or assignments given • Enforce laws, policies and provisions of the Texas Penal Code, and Code of Criminal Procedure Texas Education Code and Henry Ford Academy: San Antonio policy manual and code of conduct • Prepare appropriate police reports; identify and report potential safety and security hazards, conduct initial investigations, and act on community and school concerns • Serve as an appropriate, positive role mode for students • Perform special duty assignments, overtime, protective details and all other duties as assigned or required • Perform all physical demands and job tasks required of police officers

MINIMUM REQUIREMENTS: Certification as a Peace Officer by the Texas Commission on Law Enforcement Standards and Education (TCLEOSE). High school graduate (preferred) or GED certificate. Minimum of two years recent law enforcement experience or 60 college hours and/or recent completion

Contact. Shannon A. Clements 14 1/23/09 shannoncto) thehenrvfQrd.org APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution of the Basic Peace Officer Training School. A valid Texas driver's license and good driving record. Meet and maintain liability coverage and eligibility.

SPECIAL SKILLS: Demonstrated knowledge of laws, rules, and regulations applicable to the position. The ability to work with others. Demonstrated communication skills, credibility and demeanor appropriate to the position. Demonstrate logical, effective problem-solving ability. Successfully pass the entire screening process. Ability to work all shifts, holidays and weekends, and a variety of assignments as directed.

PHYSICAL/MENTAL/ENVIRONMENTAL Physical: Sitting: 20% Standing: 80%

Lifting: Moderate: some boxes weighing between 15-44 Ibs

Vision/Hearing: Significant hearing and reflexes are necessary, near vision, far vision, peripheral vision, color discrimination, depth perception

Mental: Maintain emotional control under stress. Work well with frequent interruptions. Ability to work well with others in close proximity and while under stress.

Environmental: Fast-paced collaborative start-up school environment.

POSITION DESCRIPTION: SOCIAL WORKER

TITLE: Social Worker SCHOOL: Henry Ford Academy: San Antonio REPORTS TO: Instructional Team Leader

SUMMARY OF PURPOSE: The Henry Ford Academy: San Antonio Social Worker will provide a link between home, school, and community. Social Worker will facilitate students and their families in overcoming social and personal problems, provide individual and group counseling and consult with teachers and other services which help students cope with their disabilities. Must collaborate with community agencies and provide case management for students and families requiring multiple services.

ESSENTIAL FUNCTIONS • Meet formally and informally with students, family members, and school personnel to gather information required about a student's social, emotional, and behavioral adjustment to school and the community • Assist students, teachers, and parents to develop solutions to family and community factors that inhibit a student's capacity or ability to learn • Collaborate with education and social services professionals to develop appropriate agency services for students and their families • Collaborate with various school groups to develop coping, social, and decision making skills • Perform Social Work and Counseling functions as needed.

Contact: Shannon A Clements 15 1/23/09 s ha n none® the henrvfo rd.org APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution MINIMUM REQUIREMENTS: Texas School Social Work Certification and corresponding degree (usually M.S.W.). This position requires substantial expertise in urban education, including significant work with families and students as partners in learning, and integration of a wide range of unique, community resources. Candidate should exhibit integrity beyond reproach and be passionate about furthering educational reform in a public environment. A commitment to holding all students to high expectations for academic and personal success is also a must. Proficiency in Spanish and English.

SPECIAL SKILLS: Start-up experience in a charter school environment is critical as is significant expertise in the areas of educational reform, community partnership development, and collaborative decision-making and leadership. Candidates should be comfortable operating in a flexible, self-directed and fast-paced work environment with limited administrative support. Experience in an entrepreneurial educational environment is highly desired. PHYSICAL/MENTAL/ENVIRONMENT: Physical: Sitting: 30% Standing/walking: 70%

Lifting: Not significant

Vision: Able to work on desktop and laptop computers, and read written material

Mental: Able to handle various projects with deadlines and work with a variety of other people

Contact: Shannon A. Clements 16 1/23/09 [email protected]

26 pages have been withheld

APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Human Resources Information - please insert the following information. p. 58 Provide an analysis of salary and benefits for the REIMS Coordinator, Office Manager/Financial Assistant and Counselor.

5n) The salary of the DFO / PEIMS will he comparable to salaries offered at schools in proximity to HFA: San Antonio, with an anticipated range in salary of $50,000 - $75,000 for this position. Part of the DFO / PEIMS Coordinator's compensation will likely include performance based components. A comprehensive benefits package will be offered, including medical, dental, employee assistance programs, and other benefits. The school will also offer a 401(k) or 403(b) retirement plan for its employees.

The salary of the Office Manager will most likely be between $25,000 and $35,000, based on experience. Based on research at schools in San Antonio, including KIPP: Aspire (which has an Administrative Assistant at $35,000/year) and with other local non-profits, including the CEO Foundation which had a bilingual, full-time office manager at $25,000/year, this salary seems well in-line with local salaries and will allow the school to hire a qualified. A comprehensive benefits package will be offered, including medical, dental, employee assistance programs, and other benefits. The school will also offer a 401(k) or 403(b) retirement plan for its employees.

The salary of the counselor will most likely be between $45,000 and $50,000. Based on research of salaries at local districts (SAISD counselor position of 220 days at $49,673/year and NorthEast ISD counselor position of $52,000 to $64,774 full-time), we expect to offer a competitive salary to attract and retain highly qualified staff. A comprehensive benefits package will be offered, including medical, dental, employee assistance programs, and other benefits. The school will also offer a 401(k) or 403(b) retirement plan for its employees.

Contact: Shannon A. Clements 17 1/23/09 [email protected]

34 pages have been withheld

Attachment A- Notarized Biographical Affidavits

Piige 93 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)

Check all that apply:

[*] Member of the governing body of the sponsoring entity

1 I Member of the governing body of the charter school

I I School officer; State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)

Full Name of Proposed Charter School Henry Ford Academy; San Antonio (HFA: SA)

In connection with the above-named organization and charter school application, I herewith make representations and supply information about myself as hereinafter set forth. (Attach addendum or separate sheet if space hereon is insufficient to answer any questions fully.)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1. Full Name (Initials Not Acceptable) Michael Thomas Schmidt

2. Have you ever had your name changed or used another name? JGI Yes &3 No

If yes, give reason for the change:

Maiden name (if female):

Other names used at any time: Mike Schmidt

3. Current home address: 13100 Ludlow Ave., Huntington Woods MI 48070

If you are a member of the governing body of the sponsoring entity and the sponsoring entity is an out-of-state organization, do you reside within 50 miles of the geographic boundary of the proposed charter school?

£3 Yes ^ No £3 N/ A(because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: 248-398-8017

5. Education: Dates, Names, Locations and Degrees

College: University of Michigan (Ann Arbor), Bachelor of Arts: Political Science and History, May 1989

„ , „ ,. University of Maryland School of Public Affairs (College Park), Masters of Public Mgmt, May 1991 Graduate Studies: 3 J v 6 ' a J

Others:

6. List membership(s) in professional societies and associations: Council on Labor & Economic Growth - Appointed by Governor (MI) 2006 - 2009 Partnership for 21st Century Skills - Board Member since 2005; Board Treasurer 2006-07 Michigan Business Leaders for Excellence in Education - Member since 1998 UrnmHatinn fr.r PHiif atJnn T PaHfrchir* _ TtnarH MprnKgr 1 QQR

SAS 529-07 RFA 701-06-021 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION Jan. 2003 - Present, Ford Motor Company Fund, Dearborn MI, Director, Education and Community Development July 1996 - Jan. 2003, Ford Motor Company, Dearborn MI, External Education Program Manager March 1993 - July 1996, Executive Office of the President - Domestic Policy Council, Washington DC, Senior Policy Analyst June 1991 - March 1993, Office of Personnel Mgmt, Washington DC, Presidential Mgmt Intern/Employee Dev. Specialist

8. List all businesses or organizations of which you are a partner or in which you have a majority interest:

n/a

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION 1995 to present, Henry Ford Academy, Dearborn MI, Board Member Since 2000 2004 to present, Henry Ford Learning Institute, Dearborn MI, Current Chairman, Board Member Since 2004

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION

n/a

11. List any professional, occupational, or vocational licenses issued by any public or governmental licensing agency or regulatory authority which you presently hold or have held in the past. (State date license was issued, issuer of license, date terminated, reasons for termination:

n/a

D i fA D nc SA 529-0S 7 Page2°f4 Page95 RFA 701-06-021 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

O Yes (•) No If yes, give details:

13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?

O Yes No If so, please state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.

14. Is any relative within the third degree of consanguinity (i.e., your parent, grandparent, great-granparent, child, grandchild, great-grandchild, sibling, aunt, uncle, niece, nephew) or within the third degree of affinity (i.e., your spouse or your spouse's parent, grandparent, great-granparent, child, grandchild, great-grandchild, sibling, aunt, uncle, niece, nephew) a member of the governing body of the sponsoring entity or of the governing body of the charter school?

O Yes ®No If so, give details:

15. Will any relative(s) within the third degree of consanguinity or affinity (see definitions in Question 14 above) be employed by or receive any compensation or remuneration from the sponsoring entity, charter school, or the management company of the charter school?

O Yes (•) No If so, give details:

16. Have you ever been convicted of a misdemeanor involving moral turpitude; a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62.01(5) Code of Criminal Procedure?

O Yes ®No

If so, give details:

SAS 529-07 Page 3 of4 Page 96 RFA 701-06-021 17. Have you ever been adjudged bankrupt? O No If so, please provide the following information.

Number of times adjudged bankrupt:

Date of each bankruptcy judgment:

Description of the circumstances surrounding each bankruptcy:

18. Have you ever been an officer, director, trustee, investment committee member, key employee, or controlling stockholder of any business, which, while you occupied any such position or capacity with respect to it, became insolvent, declared bankruptcy, or was placed under supervision or in receivership, rehabilitation, liquidation or conservatorship?

O Yes (. N) o If so, give details:

Dated and signed this day of I hereby certify under penalty of perjury that I am acting on my owp behalf and that j/he foregoing statements are true and correct to the best of my knowledge and belief.

(Signature of Affiant)

VERIFICATION

State of County of

On this day, /jjtiS Jots * /£~i# // &}&&- (nafne of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

Subscribed and sworn to before me this j*_7 day of j_Z:r?3j£~C{_Ci_/2. L/ , 200 5*

(Notary Public)

(SEAL) My commission expires //" 3 0

SAS 529-07 Page 4 of4 Page 97 RFA 701-06-021 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)

Check all that apply:

l*J Member of the governing body of the sponsoring entity

I I Member of the governing body of the charter school

LJ School officer; State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)

Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1. Full Name (Initials Not Acceptable) Patricia Ellen Mooradian

2, Have you ever had your name changed or used another name? ® Yes O No

If yes, give reason for the change: Marriage

Maiden name (if female): Dougherty

Other names used at any time: Patricia Ellen Derderian

3. Current home address: 950 Satterlee Rd. Bloomfield Hills, MI 48304

O ^es S3 ^° O ^^ (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: (248) 593-6855

5. Education: Dates, Names, Locations and Degrees

College: Texas Christian University, Fort Worth, TX, Bachelor's of Fine Arts, 1982

Graduate Studies:

Others:

6. List membership(s) in professional societies and associations: Henry Ford Hospitals and Health Network, Trustee, 2004-Present Michigan Travel Commissioner, 2006-Present Cultural Alliance of Southeast Michigan, Board Member, 2006-Present Mratinnal lUiig^iim National AHwigf^/ Rri^irrl J7nA7.Prpeent_

D , -. SA 529-0S 7 Pagel° f4 RFA 701-06-021 Page 98 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 2005-Present, The Henry Ford, Dearborn, MI, President 2000-2005, The Henry Ford, Dearborn, MI, Chief Operating Officer 1990-2000, The Taubman Group, Bloomfield Hills, MI, Director of Regional Marketing

8. List all businesses or organizations of which you are a partner or in which you have a majority interest:

n/a

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION 2002-2004, 2005-Present, Henry Ford Academy, Dearborn MI, Board Member 2007-Present, The Henry Ford Learning Institute, Dearborn, MI, Board Vice Chair

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION

n/a

Page 2 of 4 SAS 529-07 RFA 701-06-021 Page 99 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

O Yes ® No If yes, give details:

13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?

Yes No If so, please state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity,

O Yes (• N) o If so, give details:

O Yes ® No If so, give details:

16. Have you ever been convicted of a misdemeanor involving moral turpitude; a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62.01 (5) Code of Criminal Procedure? O Yes ®No

If so, give details:

Page 3 of 4 SAS 529-07 RFA 701-06-021 Page 100 17. Have you ever been adjudged bankrupt? O No If so, please provide the following information.

Number of times adjudged bankrupt:

Date of each bankruptcy judgment:

Description of the circumstances surrounding each bankruptcy:

O Yes (• N) o If so, give details:

Dated and signed this day of M I hereby certify under penalty of perjury that I am acting on my own aehalfand that the foregoing statements are true and correct to the best of my knowledge and belief.

(Signature of Affian

VERIFICATION

State of County of

On this day, ac (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

Subscribed and sworn to before me this day of 200

(Notary Public) /

(SEAL) My commission expires / 7

HELEN CORAK JENNINGS Notary Public, State of Michigan County of Wayne My Commission Expiies May. 25.2013 Actta in the County of

Page 4 of4 SAS 529-07 RFA 701-06-021 Page 101 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)

Check all that apply:

l*J Member of the governing body of the sponsoring entity

Lj Member of the governing body of the charter school

I_ I School officer: State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)

Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1 . Full Name (Initials Not Acceptable) Ziad QJakli

2. Have you ever had your name changed or used another name? Q Yes S! No

If yes, give reason for the change:

Maiden name (if female):

Other names used at any time:

3. Current home address: 3423 Malbrook Drive, Falls Church, VA 22044

O Yes RJ No O N/ A(because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: (202) 962-5457

5. Education: Dates, Names, Locations and Degrees

College: Georgetown University, Bachelor of Arts: American Government

Graduate Studies:

Others:

6. List membership(s) in professional societies and associations: Board Member: National Association of Manufacturers Board Member: Institute on Business and Cultural Affairs Board Member: Michigan Manufacturers Association RnarH Mf-mh^r- rWitrr. Fnv

i fA SA S529-07 Pagel°f4 RFA 701-06-021 Page 102 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 2004-Present, Ford Motor Company, Dearborn, MI, Group Vice President, Government and Community Relations 2001-2004, President George W. Bush, Washington, D.C., Deputy Assistant to the President for Legislative Affairs 2000-2001, Bush-Cheney Transition Team, Washington, D.C., Senate Liaison 1998-2000, Senate Republican Secretary Paul Coverdell, Washington, D.C., Policy Director and Chief of Staff

8. List all businesses or organizations of which you are a partner or in which you have a majority interest:

n/a

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION March, 2006 to present, Henry Ford Learning Institute, Dearborn MI, Board Member

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION n/a

n/a

D „ f, SA S529-07 Page2°f4 RFA 701-06-021 Page 103 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

O Yes ® No If yes, give details:

13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?

O Yes No If so, please state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.

O Yes ®No If so, give details:

O Yes (•) No If so, give details:

If so, give details:

SAS 529-07 Page 3 of4 RFA 701-06-021 Page 104 17. Have you ever been adjudged bankrupt? Q Yes No If so, please provide the followinginformation.

Number of times adjudged bankrupt:

Date of each bankruptcy judgment:

Description of the circumstances surrounding each bankruptcy:

O Yes (5 No) If so, give details:

Dated and signed this day of ,200 r. I hereby certify under penalty ofperjury that I am acting on myo\y/f behalf and that the foregoing statements are true and correct to the best of my knowledge and belief.

VERIFICATION

State of _ County of

On this day, /£-//}£> $3/3 K^— I (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of hishi / her knowledge and belief.

Subscribed and sworn to before me this day of J-££&UAJbJ / 200 $*. --••")\jjj^jtf// L^fni f$a**// (Nota^^ublic)

(SEAL) My commission expires _ DEANNAM/ROWE Notary Public, Wayrw County, Michigan My Commission Exptrn January 7,2014

SAS 529-07 Page 4 of4 RFA 701-06-021 Page 105 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical (MUST BE TYPED and NOTARIZED)

Check all that apply:

l^J Member of the governing body of the sponsoring entity

I—1 Member of the governing body of the charter school

LJ School officer: State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute

Full Name of Proposed Charter School Henry Ford Learning Institute, San Antonio, Texas

In connection with the above-named organization and charter school application,I herewith make representations and supply information about myself as hereinafter set forth. (Attach addendum or separate sheet if space hereon is insufficient to answer any questions fully.)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1. Full Name (Initials Not Acceptable) Henry Ruben Mufioz HI

2. Have you ever had your name changed or used another name? I I Yes fxl No

If yes, give reason for the change:

Maiden name (if female):

Other names used at any time:

3. Current home address: 235 W. Kings Hwy., San Antonio, Texas 78212

[x] Yes r~| No r~\ N/ A(because 1 am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: 210-826-4657

5. Education: Dates, Names, Locations and Degrees

College: Loyola University 1981 Communications

Graduate Studies:

Others:

6. List membership(s) in professional societies and associations:

P , fA SA S529-07 Fage ' RFA 701-06-021 Page 106 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 1983 to 2008 Kell Munoz Architects 1017 North Main Street Suite 300, S A TX 78212 CEO

8. List all businesses or organizations of which you are a partner or in which you have a majority interest: Mestizo LLC Modern On Main Kell Munoz Architects

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION

SAS 529-07 Page 2 of4 RFA 701-06-021 Page 107 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked? T Yes (f No If yes, give details:

13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?

(S No If so pleas, e state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.

T Ye s{• No If so, give details:

r Yes (• No If so, give details:

36. Have you ever been convicted of a misdemeanor involving moral turpitude; a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62.01(5) Code of Criminal Procedure? r Ye s(V No

If so, give details;

SAS 529-07 Page 3 of4 RFA 701-06-021 Page 108 17. Have you ever been adjudged bankrupt? C Yes (• No If so, please provide the following information.

Number of times adjudged bankrupt:

Date of each bankruptcy judgment:

Description of the circumstances surrounding each bankruptcy:

T Ye s (V No If so, give details:

Dated and signed this ____J_Q_ day of / hereby certify under penalty of perjury that I am acting on my/nfn behaljfond that the foregoing statements are true and correct to the best of my knowledge and belief.

VERIFICATION

State of County of

On this day, ][CioK>& K* ff)(/afv* ///name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

Subscribed and sworn to before me this day of

(Notary

My commission expires gy» 7*0

SAS 529-07 Page 4 of4 RFA 701-06-021 Page 109 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)

Check all that apply:

i*J Member of the governing body of the sponsoring entity

I I Member of the governing body of the charter school

1 I School officer: State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)

Full Name of Proposed Charter School HenrY Ford Academy: San Antonio (HFA: SA)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1. Full Name (Initials Not Acceptable) Larry Holliday

2. Have you ever had your name changed or used another name? O Yes S3 No

If yes, give reason for the change:

Maiden name (if female):

Other names used at any time:

3. Current home address: 15837 Fairfax, Southfield, MI 48075

O Yes S3 No £3 N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: (248)269-0808

5. Education: Dates, Names, Locations and Degrees

College: University of Oregon, Eugene, OR, Bachelor's in Science, 1971

_ , „ ,. University of Oregon, Eugene, OR, Master's in Science Graduate Studies:

Others:

6. List membership(s) in professional societies and associations: n/a

Page 1 of 4 SAS 529-07 RFA 701-06-021

Page 110 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 2000-Present, Learning Designs, Inc., Vice President 1997-2000, The Henry Ford Academy, Dearborn, MI, Dean of Students

8. List all businesses or organizations of which you are a partner or in which you have a majority interest:

Learning Designs, Inc.

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION 1997-2000, The Henry Ford Academy, Dearborn, MI, Dean 2006 to present, Henry Ford Learning Institute, Dearborn MI, Board Member

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION n/a

List any professional, occupational, or vocational licenses issued by any public or governmental licensing agency or regulatory authority which you presently hold or have held in the past. (State date license was issued, issuer of license, date terminated, reasons for termination:

n/a

Page 2 of4 SAS 529-07 RFA 701-06-021

Page 111 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

0 Yes (*) No If yes, give details:

13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?

Yes (•) No If so, please state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.

14. Is any relative within the third degree of consanguinity (i.e., your parent, grandparent, great-granparcnt, child, grandchild, great-grandchild, sibling, aunt, uncle, niece, nephew) or within the third degree of affinity (i.e., your spouse or your spouse's parent, grandparent, great-granparent, child, grandchild, great-grandchild, sibling, aunt, uncle, niece, nephew) a member of the governing body of the sponsoring entity or of the governing body of the charter school?

O Yes (• )No If so, give details:

O Yes ® No If so, give details:

16. Have you ever been convicted of a misdemeanor involving moral turpitude;a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62.01(5) Code of Criminal Procedure? O Yes ® No

If so, give details:

Page 3 of 4 SAS 529-07 RFA 701-06-021

Page 112 17. Have you ever been adjudged bankrupt? O Yes ® No If so, please provide the following information.

Number of times adjudged bankrupt:

Date of each bankruptcy judgment:

Description of the circumstances surrounding each bankruptcy:

O Yes ®No If so, give details:

Dated and signed this ______// _ day of 7z ' , 200 ^. / hereby certify under penalty of perjury that I am acting on my own behalf and that the foregoing statements are true and correct to the best of my knowledge and belief. "7

(Signature of Affiant)

VERIFICATION

State of County of

On this day, /L^-.//* 1/_ /'W ///£(&. Mjiame of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument ana that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

Subscribed and sworn to before me this day of

(Notary Public)

(SEAL) My commission

KATHRYN E. SWIFT Notary Public, State of Michigan »«. « c°unty of Oakland My Commission ExpiresJun. 01,2013 Acting in the County of

SAS 529-07 Page 4 of 4 RFA 701-06-021

Page 113 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)

Check all that apply:

S Member of the governing body of the sponsoring entity

Lj Member of the governing body of the charter school

D School officer: State position as defined in TEC, §12.1012

Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)

Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)

IF ANSWER IS "NO" OR "NONE", SO STATE.

1. Full Name (Initials Not Acceptable) Fretta Reilzes

2. Have you ever had your name changed or used another name? ® Yes O No

If yes, give reason for the change: Marriage

Maiden name (if female): Helds

Other names used at any time:

3. Current home address: 144 West 86th St., Apt 8-C, New York, NY 10024

^ Yes g] No £ 3N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).

4. Current home telephone number: (212) 874-5554

5. Education: Dates, Names, locations and Degrees

College: Boston University, Boston, MA, Bachelor of Arts, 1967

„ , „ ,. Bank Street College of Education, New York, NY, Master's in Education, 1969 Graduate Studies:

Others:

6. List membership^) in professional societies and associations: The Claremont School, Board Member Family T.L.C.J Board Member The Aaron School, Board Member Hirqt Tf-anHpr RoarH

Page 1 of 4 SAS 529-07 RFA 701-06-021

Page 114 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 1990-Present, 92nd Street Y, New York, NY, Director, Goldman Center for Youth and Family

8. List all businesses or organizations of which you are a partner or in which you have a majority interest:

n/a

9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:

DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION

2006 to present, Henry Ford Learning Institute, Dearborn ML Board Member

10. List all previous experience with any charter school management company:

DATES MANAGEMENT COMPANY ADDRESS POSITION

n/a

Teaching Certification, New York, 1970.

Page 2 of 4 SAS 527 RFA 701-06-021

Page 115 12. During the last ten (10) years, have you ever been refiised a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

O Yes ® No If yes, give details'.

13. Will you be employed by or contract withlhe sponsoring entity, the charter school, or the managment company of the school?

Yes (5) No if so, please state the compensation you expect to receive.

Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.

O Yes

~~O Yes <• N) o If so, give details:~~

~~If so, give details:~~

~~Page 3 of4 SAS 529-07 RFA 701-06-021~~

~~Page] 16 17. Have you ever been adjudged bankrupt? Q No if so, please provide the following information.~~

~~Number of times adjudged bankrupt:~~

~~Date of each bankruptcy judgment:~~

~~Description of the circumstances surrounding each bankruptcy:~~

18. Haveyou ever been an officer, director, trustee, investment committee member, key employee, or controlling stockholder of any business, which, while you occupied any such position or capacity with respect to it, became insolvent, declared bankruptcy, or was placed under supervision or in receivership, rehabilitation, liquidationor conservatorship?

~~O Yes ® No If so, give details:~~

~~Dated and signed this day of 200 I herebycertify underpenalty ofperjury that I am acting on myown behalf, t theforegoing statements are true and correct to the best of my knowledge and belief.~~

~~(Signature of Affii~~

~~VERIFICATION~~

~~State of County of~~

On this day,, "V^jijVo^t.lV'T.o (name of affiant) appeared before me the undersigned notary public and deposed that he/she execuitsexecutedu thmwe abovaw**e. instrument and that the statements and answers contained therein are true and correct to the best of his/ heherr knowledgknowledgeeanandd beliefbelief..

~~Subscribed and sworn to before me this day of """re.Uf^<^\ 200 8~~

~~Adam D. Hammerman Notary Public, State of New York (Rotary Public) No. 01HA5082687 f ed in (SEm'' ' . Rockland County My commission expires <• ^Commission Expires July 28,~~

~~Page 4 of 4 SAS 529-07 RFA 701-06-021~~

~~PagelJ? Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)~~

~~Check all that apply:~~

~~[£j Member of the governing body of the sponsoring entity~~

~~I—I Member of the governing body of the charter school~~

~~LH School officer: State position as defined in TEC, §12.1012~~

~~Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)~~

~~Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)~~

~~IF ANSWER IS "NO" OR "NONE", SO STATE.~~

~~1. Full Name (Initials Not Acceptable) Steven Kautz Hamp~~

~~2. Have you ever had your name changed or used another name? O Yes S3 No~~

~~If yes, give reason for the change:~~

~~Maiden name (if female):~~

~~Other names used at any time:~~

~~3. Current home address: 1520 Harding Rd. Ann Arbor, MI 48104~~

~~O Yes S3 No O N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).~~

~~4. Current home telephone number: (734) 769-9093~~

~~5. Education: Dates, Names, Locations and Degrees~~

~~College: Butler University , Indianapolis, IN, Bachelor's in History, 1970~~

~~_ , _ .. Indiana University, Bloomington, IN, Master of Arts in Folklore and Folklife, 1976 Graduate Studies: . flVjf. .~~

~~Others:~~

~~6. List membership(s) in professional societies and associations: Kresge Foundation, Board Member The Henry Ford, Board Member Visteon, Board Member FrmnHatinn nf <;F \Air-hiaan~~

Page 1 of 4 SAS 529-07 8 Page 118 RFA 701-06-021 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 2006-Present, Hamp Advisors, LLC, Detroit, MI, Principal 2005-2006, Ford Motor Company, Dearborn, MI, Vice President and Chief of Staff 1996-2005, The Henry Ford, Dearborn, MI, Chief Executive Officer

~~8. List all businesses or organizations of which you are a partner or in which you have a majority interest:~~

~~Hamp Advisors, LLC.~~

~~9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:~~

~~DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION 1996-2005 The Henry Ford Academy, Dearborn, MI Board Member 1999-Present, Henry Ford Learning Institute, Dearborn MI, Board Member~~

~~10. List all previous experience with any charter school management company:~~

~~DATES MANAGEMENT COMPANY ADDRESS POSITION n/a~~

~~Secondary Teaching Certification, Indiana; from Butler University~~

, ,, SAS 529-07 PagD e 2 of4 6 Page 119 RFA 701-06-021 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

~~O Yes (5) No If yes, give details:~~

~~13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?~~

~~O Yes No If so, please state the compensation you expect to receive.~~

~~Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.~~

~~O Yes <• N) o If so, give details:~~

~~O Yes <•) No If so, give details:~~

16. Have you ever been convicted of a misdemeanor involving moral turpitude;a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62.01(5) Code of Criminal Procedure? O Yes (•) No

~~If so, give details:~~

~~SAS 529-07 Page 3 of4 RFA 701-06-021 Page 120 17. Have you ever been adjudged bankrupt? O Yes ® No If so, please provide the following information.~~

~~Number of times adjudged bankrupt:~~

~~Date of each bankruptcy judgment:~~

~~Description of the circumstances surrounding each bankruptcy:~~

~~O Yes <• N) o If so, give details:~~

Dated and signed this day of_ ,200 I hereby certify under penalty of perjury that I am acting on my own behalftand that the foregoing statements are true and correct to the best of my knowledge and belief. L (Signature of Affiant)

~~VERIFICATION~~

~~State of /)/? I'~~

.O/ff./77/> (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument atfd that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

~~Subscribed and sworn to before me this~~

~~My commission expires Q^'-t2-~7-'//~~

~~Oi,~~

~~Page 4 of4 SAS 529-07 RFA 701-06-021 Page 121 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)~~

~~Check all that apply:~~

~~[*J Member of the governing body of the sponsoring entity~~

~~I I Member of the governing body of the charter school~~

~~ED School officer: State position as defined in TEC, §12.1012~~

~~Full Name of Sponsoring Entity HenrV Ford Learning Institute (HFLI)~~

~~Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)~~

~~IF ANSWER IS "NO" OR "NONE", SO STATE.~~

~~1. Full Name (Initials Not Acceptable) Stephanie Norby~~

~~2. Have you ever had your name changed or used another name? O Yes S3 No~~

~~If yes, give reason for the change:~~

~~Maiden name (if female):~~

~~Other names used at any time: Stephanie L. Norby~~

~~3. Current home address: 3020 Dent Place, 44W Washington, D.C. 20007~~

~~O Yes S3 No O N/ A(because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).~~

~~4. Current home telephone number: (202) 295-7961~~

~~5. Education: Dates, Names, Locations and Degrees~~

~~College: University of California at Davis, Bachelor of Science: Human Development, 1973~~

~~_ , _ ,. California State University at Long Beach, Elementary and Early Child Ed., Certification 1974 Graduate Studies: IUi.iiM.fa> nfKA,oant^ at gaHMC r;tm, x^^^f A^ ;« u;.^. .Q~~

~~Others:~~

~~6. List membership(s) in professional societies and associations: American Association of Museums Association for Supervision and Curriculum Development~~

f, SAS 529-07 ° RFA 701-06-021 Page 122 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

DATES EMPLOYER ADDRESS POSITION 1998-2001, Smithsonian Center for Education and Museum Studies, Washington, D.C., Interim Director 2001 -Present, Smithsonian Center for Education and Museum Studies, Washington, D.C., Director

~~8. List all businesses or organizations of which you are a partner or in which you have a majority interest:~~

~~n/a~~

~~9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:~~

~~DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION Sep, 2006-Present, The Henry Ford Learning Institute, Dearborn, MI, Board Member~~

~~10. List all previous experience with any charter school management company:~~

~~DATES MANAGEMENT COMPANY ADDRESS POSITION~~

~~n/a~~

~~Teaching Credential, California, 1974 (Lifetime credential)~~

Page 2 of4 SAS 529-07 RFA 701-06-021 page 123 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

~~O Yes (S) No If yes, give details:~~

~~13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?~~

~~O No If so, please state the compensation you expect to receive. Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.~~

~~O Yes ®No If so, give details;~~

~~O Yes (•) No If so, give details:~~

~~If so, give details:~~

~~SAS 529-07 Page 3 of4 UFA 701-06-021 Page 124 17. Have you ever been adjudged bankrupt? Q Yes (g) No If so, please provide the following information.~~

~~Number of times adjudged bankrupt:~~

~~Date of each bankruptcy judgment:~~

~~Description of the circumstances surrounding each bankruptcy:~~

~~O Yes (5 N)o If so, give details:~~

Dated and signed this day of , 200 y I hereby certify under penalty of perjury that I am acting on my n behalf and that the foregoing statements are true and correct to the best of my knowledge and belief

~~VERIFICATION~~

~~State of County of_ ~_~~

On this day, « ft '" J V OiOy (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the'above instrumen/an/a d that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

~~Subscribed and sworn to before me this day of ,200,81.~~

~~(Notary Public)~~

~~(SEAL) My commission expires Kathleen Paris totary Public, District cf Columbia My Commission Expirsc 2-14-2039~~

~~Page 4 of 4 SAS 529-07 Page 125 RFA 701-06-021 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical (MUST BE TYPED and NOTARIZED)~~

~~Check all that apply:~~

~~LJ Member of the governing body of the sponsoring entity~~

~~IE! Member of the governing body of the charter school~~

~~D School officer: State position as defined in TEC, §12.1012~~

~~Full Name of Sponsoring Entity Henry Ford Learning Institute~~

~~Full Name of Proposed Charter School Henry Ford Learning Institute - San Antonio~~

In connection with the above-named organization and charter school application, 1 herewith make representations and supply information about myself as hereinafter set forth. (Attach addendum or separate sheet if space hereon is insufficient to answer any questions fully.)

~~IF ANSWER IS "NO" OR "NONE", SO STATE.~~

~~t. Full Name (Initials Not Acceptable) Eliseo Rios~~

~~2. Have you ever had your name changed or used another name? I I Yes fxl No~~

~~If yes, give reason for the change:~~

~~Maiden name (if female):~~

~~Other names used at any time:~~

~~3. Current home address: 137 Princess Pass San Antonio Texas 78212~~

~~[U Yes EH No 0 N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).~~

~~4. Current home telephone number: 210-547-0660~~

~~5. Education: Dates, Names, Locations and Degrees~~

~~College: 1989-1994 Cornell University, Ithaca, New York & Bachelor of Science in Marketing & Finance~~

~~Graduate Studies:~~

~~Others:~~

~~6. List membership(s) in professional societies and associations: Professional Human Resource (PHR) - Society of Human Resource Management~~

~~, ,. SAS 529-07 Pagel°f4 RFA 701-06-021~~

~~Page 126 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten {10) years:~~

DATES EMPLOYER ADDRESS POSITION 2003-2007 Cartel Group Advertising 4318 Woodcock Dr. SAT, TX 78240 Dir. Ops 1999-2003 Spaulding Capital 131 Wilshire Blvd. LA, CA Dir. Ops 1994-1999 The Cartel Group 4318 Woodcock, SAt, TX 78240 HR Dir

~~8. List all businesses or organizations of which you are a partner or in which you have a majority interest: Event! Group (Event Planning), SHRPM (Strategic HR Planning & Management)~~

~~9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:~~

~~DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION None~~

~~10. List all previous experience with any charter school management company:~~

~~DATES MANAGEMENT COMPANY ADDRESS POSITION None~~

~~Page 2 of 4 SAS 529-07 RFA 701-06-021~~

Page 127 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

~~r Yes (S No If yes, give details:~~

~~13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?~~

~~C Yes (S No if so pleas, e state the compensation you expect to receive.~~

~~Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.~~

~~r Ye s(S No If so, give details:~~

15. Will any relative(s) within the third degree of consanguinity or affinity (see definitions in Question 34 above) be employed by or receive any compensation or remuneration from the sponsoring entity, charter school, or the management company of the charter school?

~~P Yes C No If so, give details:~~

~~If so, give details:~~

~~SAS 529-07 Page 3 of 4 RFA 701-06-021~~

~~Page 128 17. Have you ever been adjudged bankrupt? C Yes (• No if so, please provide the following information.~~

~~Number of times adjudged bankrupt:~~

~~Date of each bankruptcy judgment:~~

~~Description of the circumstances surrounding each bankruptcy:~~

18, Have you ever been an officer, director, trustee, investment committee member, key employee, or controlling stockholder of any business, which, while you occupied any such position or capacity with respect to it, became insolvent, declared bankruptcy, or was placed under supervision or in receivership, rehabilitation, liquidation or conservatorship?

~~r Ye s (S No if so, give details:~~

~~Dated and signed this ,200 I hereby certify' under penalty of perjury that I am acting on my own behalf and that the foregoing statements are true and correct to the best of my knowledge and belief.~~

~~(Signature of Affiant)~~

~~VERIFICATION~~

~~State of County c~~

On this day, C't'/S^f) f\IO^ (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

~~Subscribed and sworn to before me this day of~~

~~ALICIA RAMIREZ (Notary NrtryPAfc.Eiteorfcas My con*sa*£**«tt. a* ami My commission expires~~

~~Page 4 of4 SAS 529-07 RFA 701-06-021~~

~~Page 129 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)~~

~~Check all that apply:~~

~~I I Member of the governing body of the sponsoring entity~~

~~X Member of the governing body of the charter school~~

~~I I School officer: State position as defined in TEC, §12.1012~~

~~Full Name of Sponsoring Entity Henry Ford Learning Institute~~

~~Full Name of Proposed Charter School Henry Ford Academy: San Antonio~~

~~IF ANSWER IS "NO" OR "NONE", SO STATE.~~

~~1. Full Name (Initials Not Acceptable) John Charles Hinojosa~~

~~2. Have you ever had your name changed or used another name? Q Yes X No~~

~~If yes, give reason for the change:~~

~~Maiden name (if female):~~

~~Other names used at any time:~~

~~3. Current home address: 4223 Vantage View Dr, San Antonio,Texas 78228~~

~~Yes Q No [~| N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).~~

~~4. Current home telephone number: 210-434-1855~~

~~5. Education: Dates, Names, Locations and Degrees~~

~~College: University of Texas at San Antonio, Bachelor of Fine Arts~~

Graduate Studies: Stanford University Graduate School of Business, Executive Program for Others: Non-profit Leaders. 2007 ^______6. List membership(s) in professional societies and associations: Executive Board, San Antonio Arts Education Task Force Member, Cultural Alliance of San Antonio

Paen e ito* f4 'Pa» a^~e 13IJV0 SAS 529-07 * RFA 701-06-021 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:

~~DATES EMPLOYER ADDRESS POSITION 1994 to Current SAY Si 1518 South Alamo, San AntonioTX 78204 Executive Director~~

~~8. List all businesses or organizations of which you are a partner or in which you have a majority interest:~~

~~N/A~~

~~9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:~~

~~DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION None~~

~~10. List all previous experience with any charter school management company:~~

~~DATES MANAGEMENT COMPANY ADDRESS POSITION None~~

I. List any professional, occupational, or vocational licenses issued by any public or governmental licensing agency or regulatory authority which you presently hold or have held in the past. (State date license was issued, issuer of license, date terminated, reasons for termination: None

Page 2 of 4 Pagel3| SAS 529-07 5 RFA 701-06-021 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

~~r Yes (X No If yes, give details:~~

~~13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?~~

~~C Yes 0( N o If so, please state the compensation you expect to receive.~~

~~Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.~~

~~r Ye s(X No If so, give details:~~

~~r Yes (X No If so, give details:~~

~~16. Have you ever been convicted of a misdemeanor involving moral turpitude; a felony; an offense listed in TEC 37.007(a); or an offense listed in Article 62,01(5) Code of Criminal Procedure?~~

~~r Ye s(X No~~

~~If so, give details:~~

~~SAS 529-07 Page 3 of4 Page 132 RFA 701-06-021 17. Have you ever been adjudged bankrupt? C Yes (X No ]f so, please provide the following information.~~

~~Number of times adjudged bankrupt: N/A~~

~~Date of each bankruptcy judgment: N/A~~

~~Description of the circumstances surrounding each bankruptcy: N/A~~

~~r Ye s (X No If so, give details:~~

~~N/A~~

Dated and signed this 21 . _ day of Februrary / hereby certify under penalty of perjury that I am acting on my own behabfand that thej^egoing slaftynenl.s are true and correct to the best of my knowledge and belief.

~~State of Texas Bexar~~

On this day, John Charles Hinojosa (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

~~Subscribed and sworn to before me this 21st day of February 2008~~

~~(SEAL) My commission expires _./____ /~~

~~LEONORTKIRKSEY My Commission Expires December 11, 2008~~

~~SAS 529-07 Page 4 of4 Page 133 RFA 701-06-021 Fourteenth Generation Open-Enrollment Charter School Applicant Biographical Affidavit (MUST BE TYPED and NOTARIZED)~~

~~Check all that apply:~~

~~CJ Member of the governing body of the sponsoring entity~~

~~[*J Member of the governing body of the charter school~~

~~D School officer: State position as defined in TEC, §12.1012~~

~~Full Name of Sponsoring Entity Henry Ford Learning Institute (HFLI)~~

~~Full Name of Proposed Charter School Henry Ford Academy: San Antonio (HFA: SA)~~

~~IF ANSWER IS "NO" OR "NONE", SO STATE.~~

~~1. Full Name (Initials Not Acceptable) Paula Berg Owen~~

~~2. Have you ever had your name changed or used another name? ®l Yes O No~~

~~If yes, give reason for the change: Marriage. Divorced, Remarried~~

~~Maiden name (if female): Berg~~

~~Other names used at any time: Hovde~~

~~3. Current home address: 320 College Blvd., San Antonio, 78209~~

If you are a member of the governing body of the sponsoring entity and the sponsoring entity is an out-of-state organisation, do you reside within 50 miles of the geographic boundary of the proposed charter school?

~~IT1 Yes Ml No |® N/A (because I am not a member of the governing body of the sponsoring entity or the sponsoring entity is based in Texas).~~

~~4. Current home telephone number: (210) 663-7700~~

~~5. Education: Dates, Names, Locations and Degrees~~

~~College: Luther College, Decorah, IA, Bachelor's in Art and Political Science~~

~~„ , „ .. MS, Art Education, Moorhead Stale University, Moorhead, MN Graduate Studies: . . ,Q m .~~

~~Others:~~

~~6. List membership(s) in professional societies and associations: Texas Association of Museums College Art Association Cultural Alliance of San Antonio Arl PjHiirratinn Tadf Pnrr-f nf^aq_Ant.nt\in-,~~

~~, _. SAS 529-07 Pagel°f4 RFA 701-06-021~~

~~Page 134 7. List complete employment record, including self-employment (up to and including present jobs, positions, directorates or officerships) for the past ten (10) years:~~

~~DATES EMPLOYER ADDRESS POSITION 1996-Present, Southwest School of Art and Craft, 300 Augusta, San Antonio, TX 78205, President and CEO~~

~~8. List all businesses or organizations of which you are a partner or in which you have a majority interest:~~

~~n/a~~

~~9. List all previous experience with charter schools. Include open-enrollment schools and/or campus or program charters:~~

~~DATES CHARTER SCHOOL/CHARTER HOLDER ADDRESS POSITION Sep, 2006-Present, The Henry Ford Learning Institute, Dearborn, Mf, Board Member~~

~~10. List all previous experience with any charter school management company:~~

~~DATES MANAGEMENT COMPANY ADDRESS POSITION~~

~~n/a~~

~~Teaching Certification, Minnesota and North Dakota, 1971-1980~~

~~Page 2 of 4 SAS 529-07 6 RFA 701-06-021~~

Page 135 12. During the last ten (10) years, have you ever been refused a professional, occupational or vocational license by any public or governmental licensing agency or regulatory authority, or has such license held by you ever been suspended or revoked?

~~O Yes (•) No If yes, give details: _^______~~

~~13. Will you be employed by or contract with the sponsoring entity, the charter school, or the managment company of the school?~~

~~Q Yes (•) No if so pleas, e state the compensation you expect to receive.~~

~~Also explain any other compensation you expect to receive for service on the governing body of the sponsoring entity.~~

~~O Yes (•) No If so, give details:~~

15. Will any relatives) within the third degree of consanguinity or affinity (see definitions in Question 14 above) be employed by or receive any compensation or remuneration from the sponsoring entity, charter school, or the management company of the charter school?

~~O Yes {• N) o If so, give details:~~

~~Page 3 of4 SAS 529-07 RFA 701-06-021~~

~~Page 136 17. Have you ever been adjudged bankrupt? O Yes ® No If so, please provide the following information.~~

~~Number of times adjudged bankrupt:~~

~~Date of each bankruptcy judgment:~~

~~Description of the circumstances surrounding each bankruptcy:~~

~~O Yes (• )No If so, give details:~~

Dated and signed (his _____ day of V ,200 / hereby certify under penalty ofperjury that I am acting on myownbehallehalfaf anr d that theforegoing statements are true and correct to the best of my knowledge and belief. ,- -,

~~(Signature of Affiant)~~

~~VERIFICATION~~

~~State of County of~~

On this day, rnrnUL /) frs (name of affiant) appeared before me the undersigned notary public and deposed that he/she executed the above instrument and that the statements and answers contained therein are true and correct to the best of his/ her knowledge and belief.

~~Subscribed and sworn to before me this day of /L200JL~~

~~ALICIA RAMIREZ (Notary Pufclifc) , State of Ibraa \ 0,2010 My commission expires 3' -am~~

~~Page 4 of 4 SAS 529-07 RFA 701-06-021 Page 137 Attachment B- Organizational Chart of the Sponsoring Entity~~

~~Pase 138 REVISED DURING CONTINGENCY PROCESS. SEE INSERT.~~

~~•o 0 as. o~~

a O APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Human Resources Information Place on the organizational chart and provide a job description for the following positions mentioned throughout the text: Planning Director and Special Education Coordinator

~~Texas State Board of Education~~

~~HFLl ACADEMIES OF TEXAS~~

~~HFA:San Antonio Charter High School Governing Body~~

~~Director of Finance & Lead Teacher/ Community Outreach Operations/PEIMS Instructional Team (was Planning Director in Coordinator Leader planning year) Ycarl:.l.OHt~~

~~Special Ed Instructional Social Worker Coordinator Staff Yearl..5FTE Yeorl:7FT£ Yeorli.OFTE 1~~

~~Contact: Shannon A. Clements 1/23/09 [email protected] Attachment C - 501(c) (3) Determination Letter from the IRS~~

~~Page 140 Internal Revenue Service Department of the Treasury P. O. Box 2508 Date: March 20, 2004 Cincinnati, OH 45201~~

The Henry Ford Learning Institute Person to Contact: P.O1935 Mrs. Coghill 31-07426 Dearborn, Ml 48124 Customer Service Representative Toll Free Telephone Number: 8:00 a.m. to 6:30 p.m. EST 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 38-3463866

~~Dear Sir or Madam:~~

This is in response to the amendment to your organization's Articles of Incorporation filed with the state on April 21, 2003. We have updated our records to reflect the name, and address changes as indicated above.

In August 1999 we issued a determination letter that recognized your organization as exempt from federal income tax. Our records indicate that your organization is. currently exempt under section 501 (c)(3) of the Internal Revenue Code.

Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(l)(A)(vi).

This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization.

Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay.

All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA).

Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes.

Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code.

~~Page 142 -2~~

~~The Henry Ford Learning Institute 38-3463866~~

Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return, in this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code.

Section 6104 of the Internal Revenue Code requires you to make your organization's annual return avaiiabie for public inspection without charge for three years after the due date of the return. The law also requires organizations that received recognition of exemption on July 15, 1987, or later, to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. Organizations that received recognition of exemption before July 15,1987, and had a copy of their exemption application on July 15, 1987, are also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. For additional information on disclosure requirements, please refer to Internal Revenue Bulletin 1999 -17.

~~Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records.~~

~~-If you have any questions, please call us at the telephone number shown in the heading of this letter.~~

~~This letter affirms your organization's exempt status.~~

~~Sincerely,~~

~~Jitiwut^ &tujA*J Janna K. Skufca, Director, TE/GE Customer Account Services~~

~~Page 143 INTERNAL REVENUE ScKVIOK DKPAR':*MENT OF THE THKASUKY P. 0. BOX 2503 CINCINNATI, OH 452:-1~~

Mmployet Identification Nurr.be r : Date,= FEBQ620M 33-3463366 CLN: Vn 7i VM •: - 3 4 0 3 3 FATH IANK LEARNING INSTITUTE Ccr.*_act Person: FO BOX 1335 L. WAV Si: B3THE IDtt 31462 DEARBORN, MI Contact Telephone NurrJjer: ; 8 "*" 5 ^ 9 - r 5 C D Fublx:: Charity Status: ivy(b)(1)(A) fvi)

~~Dear App] irant:~~

Our letter dated August 1999, slated you would be exempt from FRdnr.il inccme tax under section 50 1 (a) i i t of the Intnrnai Scvfinue Code, arid you would be treated as a public charity during an advance ruling period.

Based en cur records and on the inf orir.atior. you submitted, we are pleased re confirm that you are exempt under section 501 (c) (3) of the Code, cind you are classified as ,1 public charity under the Code section listed ::: the heading or t hLS letter .

Publication Sb'~, Tax-Exempt Status tor Your Organization, provides d<*tr iilpd information about your rights and responsibilities as an exempt r.[ gan i vial ion . You may request <-i >--ipy by callir.^ tj-.n toll-frr-f1 nurr.bcr for f'.ims, (8CO) 82a if;7fc. liiformatior. is also Available on uur Ttiteri;*.".. Web Site at www . i rs . y (.••'•' .

~~I £ you hAVf geri'jial questions about exempt orqanizat ioim , please call our loll-free E'.'.irJjer ^f-o'^n in tf.e heading between 9:03 a.r.. - 6:JC p.n. E:i;»te t i T.e .~~

~~ice op ierter in y~-:,r permar,f-r.~~

~~incere ly ycurs,~~

~~Lois G. Ler:i'_-r Director, Exer.p'_ Orqar-.izal ions K'.J] inqs and Agreerr.er.tii~~

~~Page 144 Attachment D- Articles of Incorporation~~

~~Page 145 CiS 502 (p» 4/M)~~

~~MICHIGAN DEPARTMENT OF COMMERCE • CORPORATION AND SECURITIES BUREAU Date Received ^ (FOR BUREAU USE ONLY)~~

~~FlJ^jCfj t—4 S •* MAR 29 1999 I~~

~~Kvn " a w sa x § g s S Dan H. McCortnicfc Addre&i 3 it IE S5 147 S. Putnam St. City State Zip Code~~

~~Williatnaton MI 48895 EFFECTIVE DATE: Document will be returned to the name and eddrese you enter above ^~~

~~ARTICLES OF INCORPORATION For use by Domestic Nonprofit Corporations (Please read Information and instructions on the last page)~~

~~Purswntto the provisions tfAct 1Q2, Public A&s of 79S2, ffie unders/gnerfco/poretfon executes the following Articles:~~

~~ARTICLE! The name of the corporation is; Fair Lane Learning Institute~~

~~ARTICLE II~~

The purpose or purposes forwhich the corporation Is organized areiihs corporation is organized to encouraga systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments, document the lessons learned in a comprehensive fashion, snd administering programs to enhance and improve the learning (cantinued]

~~ARTICLE III~~

~~The corporation Is organized upon a non-stack basis. <$todcorMw(ocfc)~~

~~1. organizeIf d on a slock baste, the total number of shares which the corporation has authority to issue is~~

hot applicabla . If the shares are, or are to be, divided No classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class are as follows:

~~Paae 146 ARTICLE 111 (cont.)~~

2. a. If organized on a nonstock basis, the description and value of its real property assets are: Of none, insert "none") "none" b. The description and value of Its personal property assets are: (If none, Insert "none")

~~"none"~~

~~& The~~

~~ARTICLE IV~~

~~1. Th addrese s of the registered office Is:~~

~~147 S. Putnam St. , Michigan 4aa95 (StrwtAddrttt) (ZIP Code) 2. The mailing address of the registered office, if different than above:~~

~~., Michigan (SfrMt AddreM or P.O. Box) (ZIP Code)~~

~~3. Th name e of the reskfent agent at the registered office is: Dan H. McCormick~~

~~ARTICLE V~~

~~The name(s) and addresses) of the incorporator(s) is (are) as follows:~~

~~Name Residence or Business Address~~

~~Gwenn Pittman 1311O Karfe, Hunting-tan Waods j MI 49Q7Q~~

~~Renee Leroha 4909 Malibu Drive, eioamfield Hills, Ml~~

~~Gary Nielsen 8O51 Beacon Uane, NorthvilLa, MI 431B7~~

~~S-teven Hamp 3 Parklgns Boulevard, Suite 1201, Dearborn, MI ~~~ "*~ " 4G12E~~

~~Page 147 Use space below for additional Articles or for continuation of previous Articles. Please Identify any Article being continued or added. Attach additional pages if needed.~~

~~ARTICLE II. (PURPOSE) continued~~

experience for students. The Institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st century. Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 501 (c}(3) of the Internal Revenue Service code of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, property, including real property and real estate, of any kind exclusively for the purposes of the Corporation.

~~(see additional articles attached)~~

~~I. (We), the lncorporator(s) sfcn my (our) name(s) this aa day of March I ' i fay*/ JL~~

~~Page 148 ARTICLE VI. (POWERS)~~

~~Without limiting the general powers granted to the Corporation by Michigan law, the Corporation shall have the following specific powers:~~

~~a. To aid in the fulfillment of the educational purposes of the Corporation by providing funds to appropriate tax exempt programs and activities;~~

~~b. To make grants and loans of any corporate property for the purpose of furthering the educational purposes of the corporation;~~

c. To solicit, accept, administer, and disburse grfts, grants, and bequests of property of every kind or to hold said property in trust in such manner as the corporation deems appropriate for the furthering of the purposes of the corporation;

d. To receive grants from private foundations, corporate gifts and government or other sourcesources and to disburse such grants for the support of the educational purposes of the ryimnrntincorporationn.

~~ARTICLE VII. (USE OF EARNINGS)~~

No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its Trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

~~ARTICLE VIII. (MEMBERS)~~

~~The corporation shall have nomembers.~~

~~Page 149 ARTICLE IX. (DISSOLUTION)~~

~~In the event of the dissolution of the corporation, the Board of Trustees shall cause the assets of the corporation to be distributed as follows:~~

~~a. All liabilities of the corporation shall be paid or adequate provision shall be made for payment;~~

b. AH assets held in restriction or committed by covenant to a specific program or project shall be conveyed according to such restriction and or covenant or returned to the donor, if such donor can be identified, unless such donor removes in writing any restrictions or covenants.

c. All of the remaining assets of the corporation shall be conveyed to another non-profit tax exempt corporation or entity that the Board of Directors, then in power, deem appropriate by majority vote and recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Service code of 1986 or any future Internal Revenue Service Code concerning tax exemption. If said corporation or its successor shall not so quality or cannot be determined or agreed upon by the Board of Directors, the remaining assets shall be conveyed to some other organization organized and operated exclusively for charitable, educational, or scientific purposes that are qualified as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). Any such assets not disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

~~ARTICLE X. (LIABILITY)~~

A volunteer director of the corporation shall not be personally liable to the corporation or its members for monetary damages for a breach of the director's fiduciary duty arising under applicable law and as provided for by Michigan Public Act 170 of 1987. However, this Article shall not eliminate or limit the liability of a director for any of the following:

~~(1) A breach of the director's duty of loyalty to the corporation or its shareholders or members;~~

~~(2) Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;~~

~~(3) A violation of Section 551 (1) of the Michigan Nonprofit Corporation Act;~~

~~i -i~~

~~^•^^•^^^^^^•Mi^^M^^^^MI^ Page 150 (4) Atransaction from which the director derived an improper personal benefit;~~

~~(5) An act o omissior n that is grossly negligent.~~

~~ARTICLE XI. (INDEMNIFICATION)~~

The corporation assumes all liability to any person, other than the corporation or its members, for all acts or omissions of a volunteer director; provided, the volunteer director was acting, or the omission occurred, in the good faith performance of the volunteer director's duties.

~~Page 151 MICHIGAN DEPARTMENT OF COMMERCE- CORPORATION AND SECURITIES BUREAU•+• Date Received (FOR BUREAU USE ONLY) IB FEB0220QO FILED u *tt FEB 07 2000 L 3iP »—i~~

Administrator 8^3 8 5 mi in i •mil LANOOftBUKAU S° O fn N»me S i3 Gwenn Pittmsrt Addies* One American Road, Room 227 Cfty State Zip Code Dearborn MI 48iai-l899 EFFECTIVE DATE: Document wilf b* returned to the name and address you enter above

~~CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the fast page)~~

Pursuant to the provisions of Act 284, Pubfic Acts of 1972 (profit corporations}, or Act 182, Public Acts of 19B2 (nonprofit corporations), the und&rslgrted corporation executes the following Certificate:

~~1. The present name of the corporation is: F_ir L^na Learni institute~~

~~2. The Identification number assigned by the Bureau is:~~

~~3. The location of the registered office te*.~~

~~147 S FuJ:_a_am St Willismstan ., Michigan 48895 (Street Address) (CHy) (ZIPCodf)~~

~~4. Article IV of the Articles of incorporation Is hereby amended to read as follows: 1. The address of the ragistered office is: Qns American Road, Room £27 Dearborn, MI 48151-1SS9~~

~~3. The name of the resident agent at the registered office ia: Gwenn Fittman~~

Page 152 5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCQRPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE. COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

~~The foregoing amendment to the Articles of Incorporation was duly adopted on the. (day of~~

~~_, in accordance with the provisions of (he Act by the unanimous consent of the tncorporator(s) before the first meeting of the Board of Directors or Trustees.~~

~~Signed this day of., • 19 .~~

~~(Signature) (Signature)~~

~~fl>p« « Print Name) (Type w Print Nama)~~

~~(Signature) (Signature)~~

~~(Type or Prir* Nam*) (Type or Print Name)~~

~~b. jx | The foregoing amendment to the Articles of Incorporation was duly adopted on the 1 s-th dav of~~

~~lbgr . 19 33 . The amendment: (check one of the following)~~

was duly adopted in accordance with Section 611 (2) of the Act by the vote of the shareholders if a prom corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast In favor of the amendment.

~~was duly adopted by the written consent of all directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis.~~

was duty adopted by ine written consent of the shareholders or members having not less than the minimum number or votes required by statute in accordance with Section 407(1) and (2) of the Act If a nonprofit corporal ion, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders who hqve not consented in writing has been given. (Note: Written consent by less than all of the shareholder* or members is permitted only if such provision appears In the Articles of Incorporation.)

was duty adopted by the written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

~~Sianed this gsth day of January~~

~~I \A^^ i — (OiMy StgnitUrt of President, Vfce-PresWwrt, Cfarfrpcrsan, or Vico-Chairperson)~~

~~Rense Lerch- Chai rperson (Typ« or Print Name)~~

~~Page 153 BCS/CO-515 (HBV.09TO1)~~

~~MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES *_ BUREAU OF COMMERCIAL SERVICES $£&* Data Received (FOR BUREAU USE ONLY) BLED~~

This document is dfecive on the dele filed, unless a APR 2 4 *-uu7oiHj nAt*"»T subsequent affective dale wrlhin 90 days after received Iran* 1 oO$l<37 -2 04/21/03 date Is staled «i the document. n«.i u. iv*/ A™: $10,00 Name£haww\ A flmwinte """" Address . ,-, f\ *i t^*

~~State , ZIPCoc "* Dearborn M 1 4X IZ--rfcs EFFECTIVE DATE: & Docum9it wiJI be returned to tfie name and address you enter abova. If l«t blank document wilj be.mailed to the rsgislwed offic*.~~

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please r«ad information and instructions on the fast page) Pursuant to the provisions of Act 284, Public Acts of 7972, (profit co/parajfonsj, of Act 162, Public Acts of 1982 (nonprofit corporations), the undersigend corporation executes the following Certificate:

~~1. Th© present name of the corporation is:~~

~~2. The identificaiion number assigned by the Bureau is:~~

~~3. Article >__.. of the Articles of Incorporation is hereby amended to read as follows:~~

~~1W, loc0.-V»oT\ of Oakujocel Ml of > -rw~~

~~Cannon A-~~

~~Page 154 BCS/CD-ST& (Rev.~~

~~6. (Fora nonprofit corporation whose Articles state the corporation is organized on a directorship basis.)~~

~~The foregoing amendment to the Articles of Incorporation was duly adopted on the _jJ^_jLL\^ day of~~

~~\ffjQ riyAvH , O^J^ -^ bythe directors ofa nonprofit corporation whose articlesof incorporation slate it is organized on a directorship basis (chock one of the following)~~

~~[vj at a meeting the necessary votes were cast in favor of theamendment~~

~~| | bywritten consent ofalldirectors pursuant toSection 525 ofthoAct.~~

~~Signed this VIA~~

By •• ~n^~n._*M rr "•—^- —,;——*^,i ._ZI^^^^»JL -— iign^re of President, Vlce-PreakJent, Chairperson or Vice-Chairperson) a!LSw>oo flype'fi or Print NaeieNaoie)l * (Type or Print Titte)

~~Page 155 BCS/CD-515 (Km. 09/01)~~

~~Dala Received {FDR BUREAU USE ONLY)~~

~~FILEf^n~~

~~A AdnkiUntor Address~~

~~Slate ZIP Code EFFECTIVE DATE: Docunmnl will ba raturnod to tho name and address you enter above, vv tf left blank documentwii be mailedtoth* reflistered office. &~~

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigend corporation executes the following Certificate:

~~1. The present name of the corporation is:~~

~~2. The identification number assigned by the Bureau is:~~

~~3. Article of the Articles of Incorporation is hereby amended to read as follows: Brd Uflm-nj mmt o \V\c~~

Page 156 6. (For a nonprofit corporation whose Articles state the corporation is organized on a directorship basis.) ^rT ij ftie foregoing amendment to the Articles of Incorporation was duly adopted on the. S£3jiL__ day of

~~by the directors of a nonprofit corporation whose articles of incorporation-state it is organized on a directorship basis (check one of the following)~~

~~IXl at a meeting the necessary votes were cast in favor of the amendment~~

~~LI by written consent of all directors pursuant to Section 525 of the Act.~~

~~Signed this MNI\ day of Rr^ 1 •~~

~~By (Slgnalwe ot Prealden!. VI i«-F resident, Cliakpeiwn » Vtoe-Cha«paraon)~~

~~or Print Name) » (TVP« or Print Tttle)~~

~~Page 157 (Rev. OB/01) FILED MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES MAR 2 9 2005 Date Received (FOR BUREAU USE ONLY)~~

~~Administrator B~~

This document is effective on f he date filed, unless a subsequent effective date within 90 days after received date Is stated in trie document. .~ •- -• . j < •,409555- 1 03/24/05 j e 'uifKRptuffii*" yzi j/i%w Aati «0,00 ""Shannon A. Clement IDs 761553 "•""POfcraitte. Chy ZIP Code torto TV1T 4wzo EFFECTIVE DATE:

~~1. The present name of the corporation is: >.—J~~

~~2. The identification number assigned by the Bureau is:~~

~~3. Article ______of the Articles of Incorporation is hereby amended to read as follows:~~

~~GViall be~~

~~Page 158 BCSTCD-B15 (Rev. OEW1)~~

~~6. (For a nonprofit corporation whose Articles state the corporation is organized on a directorship basis.)~~

~~The foregoing amendment to the Articles of Incorporation was duly adopted on the ULL*,1 day of~~

~~Jfllsi&L^/ • Sffi—?__ by the directors of a nonprofit corporation whose articles of incorporation state it is organized on a directorship basis (check one of the following)~~

~~at a meeting the necessary votes were cast in favor of the amendment~~

~~by written consent of all directors pursuant to Section 525 of the Act.~~

~~Signed this _L?L_~~

~~By _ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)~~

~~(Type or Print Name) * (Type or PrintTltle)~~

~~Page 159 BYLAWS OF FAIR LANE LEARNING INSTITUTE Februarys, 1999~~

~~ARTICLE I PURPOSE~~

The Corporation is organized to encourage systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments. The Corporation will document the lessons learned in a comprehensive fashion and assist in developing and administering programs to enhance and improve the learning experience for students. The institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st century. Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 501 (c)(3) of the Internal Revenue Service Code (IRS) of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, and property, including real and personal property, of any kind exclusively for the purposes of the corporation.

~~ARTICLE 11 OFFICES OF THE CORPORATION~~

Section 2.01. Registered Office. The registered office of the Corporation in the State of Michigan shall be as set forth in the Corporation's Articles of Incorporation, or in a resolution of the Board of Trustees filed with the Secretary of State in the State of Michigan, changing the registered office.

~~Section 2.02. Other Offices. The Corporation may have such other offices, within or without the State of Michigan, as the Board of Trustees shall from time to time determine.~~

~~ARTICLE III BOARD OF TRUSTEES~~

Section 3.01 Members. The Corporation shall be a directorship corporation and shall have no members. All corporate actions shall be managed by the Board of Trustees as provided in these bylaws. All rights which would otherwise rest in the members shall rest in the Board of Trustees.

Section 3.02. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all rights and powers granted by the Michigan Non Profit Corporation Act and authority granted to tax-exempt organizations under current and future IRS codes.

~~Section 3.03. Property. No Trustee shall have any right, title or interest in or to the property of the Corporation.~~

Page 161 Section 3.04. Number. Qualification and Term of Office. The number of Trustees shall be not less than seven (7) and not more than twenty-one (21) Trustees. The Board of Trustees shall be classified into the three (3) classes of members. The classes shall be Permanent Trustees, Elected Trustees, and Appointed Trustees. All classes of Trustees shall have the same voting authority of one vote per Trustee.

a) Elected Trustees. Elected Trustees are Trustees that are not Trustees due to a position or other ex-officio capacity. Elected Trustees are elected by a vote of a majority of Trustees as provided for in section V (Elections) of these bylaws.

b) Permanent Trustees. Permanent Trustees are those Trustees that hold an appointment to the Board of Trustees because of a position that is occupied by that Trustee. The Permanent Trustees of this Corporation are, the President of the Henry Ford Museum and Greenfield Village of Dearborn, Michigan or his or her designee and the Senior Leader in Education Policy and Workforce Development of Ford Motor Company or designee. Permanent Trustees shall be ex-officio in that the person holding the positions described in this section shall hold a Trusteeship while in the indicated post. Permanent Trustees may not be removed but may resign.

c) Appointed Trustees. Appointed Trustees are Trustees appointed by the Permanent Trustees in such manner as to maintain a balance of classes of Trustees as described in paragraph e. of this section of these bylaws. Appointed Trustees shall serve terms as prescribed by the Permanent Trustees, as they deem appropriate. Appointed Trustees may be removed by mutual agreement of the Permanent Trustee.

d) Term. All elected Trustees shall have three (3) year terms. Terms shall be staggered for the Initial Board in such a manner as to provide for the term of approximately one third (1/3) of elected Trustees to expire each year. Elected Trustees may serve unlimited consecutive terms.

e) Balance of Classes of Trustees. The total number of Trustees shall be balanced in such a manner as to maintain a ratio in which Permanent Trustees shall constitute no less than twenty percent (20%) and no more than forty nine percent (49%) of the Board of Trustees. This ratio shall be maintained by allowing Permanent Trustees to select and name new Appointed Trustees as additions to the Board of Trustees as the number of Elected Trustees increase. The Permanent Trustees must agree upon the selection of each Trustee before any such Trustee shall be appointed to the Board. Appointed Trustees may be appointed and removed by action of the Permanent Trustee, or Trustees.

Section 3.05. Resignation. Any Trustee of the Corporation may resign at any time by giving written notice to the Chair of the Board or to the Secretary of the Corporation. The resignation of any Trustee shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.06. Vacancies. Any vacancy in the elected Board of Trustees caused by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the whole Board of Trustees, and the Trustee so elected shall hold office for the remaining term of that Trusteeship or until a successor shall be duly elected and qualified by the remaining Trustees. Any vacancy in the permanent Board of Trustees as noted in Section 3.04 shall be filled by the institution

~~Page 162 whose deporting representative caused the vacancy once a person in the designated position with the represented organization has been determined.~~

~~Section 3.07. Place of meeting. The Board of Trustees may hold its meetings at such place or places, within or without the State of Michigan, as it may choose.~~

Section 3.08. Annual Meeting. As soon as practical and not more than ninety (90) days after the beginning of a new fiscal year, as defined in Section 9.03 of these bylaws, the annual meeting of the Corporation shall be held for the purpose of electing officers of the Corporation and transacting any other business as shall come before the meeting. Notice of the annual meeting shall be given in writing to the Board of Trustees not less than ten (10) days prior to said meeting date.

Section 3.09. Regular Meetings. Regular meetings of the Board of Trustees shall be held at such time and place within or without the State of Michigan as the Board may determine by resolution adopted by a majority of the whole Board of Trustees.

~~Section 3.10. Special Meetings. A special meeting may be called by the Chair of the Board or at the request, written or verbal, of any three Trustees.~~

Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted.. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.12. Telephonic Conferences. A Trustee may participate in a meeting of the Board of Trustees by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting providing applicable law permits.

Section 3.13. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a minimum of 51 % of the Trustees shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting until a quorum be had. Notice of any such adjourned meeting need not be given.

Section 3.14. Removal of Trustees. Any elected Trustee, as outlined in Section 3.04 of these bylaws, may be removed with or without cause at any time. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more Trustees must be delivered to all Trustees at least twenty (20) days prior to such a

Page 163 meeting. Notice of such meeting shall be delivered as provided in section 3.11 hereof. The vacancy in the Board of Trustees caused by any such removal shall be filled in the manner specified in Section 3.06 hereof.

~~Section 3.15. Proxies. Trustees shall not be allowed to vote on any matter to be acted upon at a meeting of the Board of Trustees by proxy.~~

Section 3.16. Actions in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if all members of the Board of Trustees, or such committee, as the case may be, consent thereto in writing.

~~ARTICLE IV OFFICERS~~

Section 4.01. Number. The officers of the Corporation shall be a Chair of the Board and President, Vice Chair of the Board, a Secretary, a Treasurer, and such other officers as may be elected by the Board of Trustees from time to time. Any two (2) or more offices, except those of Chair of the Board and Vice Chair, may be held by the same person.

Section 4.02. Election. Term of Office and Qualifications. Officers of the Corporation shall be Trustees. All officers shall be elected by the Board of Trustees of the Corporation. Except in the case of officers appointed in accordance with the provisions of Section 4.10, each shall hold office for a period of one (1) year or until the next annual meeting and until his or her successor shall have been duly elected and qualified, or until death, or until resignation, or until removal in the manner hereinafter provided.

Section 4.03. Resignations. Any officer may resign at any time by giving written notice of resignation to the Board of Trustees, to the Chair of the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignation as an officer does not imply resignation as a Trustee unless said resignation specifically indicates resignation from the Board of Trustees.

Section 4.04. Election and Removal. Any officer elected by the Board of Trustees may be removed with or without cause by the Board whenever, in the Board's judgment, the best interests of the Corporation would be served thereby. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Board of Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more officers must be delivered to all Trustees at least five (5) days prior . to such meeting. Notice of such meeting shall be delivered as prescribed in section 3.11 hereof. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05. Vacancies. A vacancy in any office because of death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the whole Board of Trustees and the Trustee so elected shall hold office for the remaining term of that officership or until a successor shall be duly elected and qualified by the remaining Trustees.

Page 164 Section 4.06. Chair of the Board and President. The Chair of the Board and President shall assume all duties normally associated with that office. The Chair of the Board and President shall conduct the meetings of the Corporation. The Chair of the Board and President shall have general management oversight of the business of the Corporation. The Chair shall ensure that all orders and resolutions of the Board of Trustees are carried into effect. The Chair shall have such other duties as may from time to time be prescribed by the Board of Trustees.

Section 4.07. Vice Chair. The Vice Chair shall assist the Chair in the discharge of the Chair's duties and shall have such powers and shall perform such duties as may be specified in the bylaws or prescribed by the Board of Trustees or by the Chair of the Board. In the event of absence or disability of the Chair of the Board, the Vice Chair of the Board shall succeed to the power and duties of the Chair.

Section 4.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees, and, when required, the minutes of meetings of the committees. The Secretary shall, when directed to do so, give notice to the Trustees of all meetings, and perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chair of the Board and, in general, shall perform all duties incident to the office of the Secretary.

Section 4.09. Treasurer. A) The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall cause to be kept accurate accounts of all funds of the Corporation received or disbursed. The Treasurer shall deposit all drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositories as a majority of the whole Board of Trustees, by resolution, shall from time to time designate. The Treasurer shall cause to be submitted to the Chair of the Board and the Board of Trustees, wherever required, a report of all transactions and the financial condition of the Corporation, and shall perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chair of the Board, and, in general, shall perform all duties incident to the office of the Treasurer.

B) A majority of the whole Board shall by resolution periodically authorize certain officers of the Corporation to approve disbursements of Corporation funds. A majority of the whole Board of Trustees shall periodically approve procedures for disbursement of corporate funds.

~~ARTICLE V ELECTIONS~~

~~Section 5.01. Election Procedure. Officers and Trustees, except permanent Trustees, shall be elected annually at the annual meeting of the Corporation.~~

Section 5.02. Trustees. The Nominating Committee shall be responsible for presenting candidates to fill elected Trustee vacancies. The list of candidates shall be presented to all duly qualified Trustees at least thirty (30) days prior to the election. A vote of a majority of the whole Board of Trustees shall be required to elect Trustees.

Section 5.03. Officers. The Nominating Committee shall provide each Trustee with a slate of officers not less than thirty (30) days prior to the annual meeting. The slate of officers shall be presented for vote at the annual meeting. Officers shall be elected at the annual meeting as prescribed by these bylaws. A vote of a majority of the whole Board of Trustees shall be required to elect officers.

~~Page 165 Section 5.04. Nominations. Nominations from the floor for officers and Trustees shall be allowed.~~

~~ARTICLE VI COMMITTEES~~

Section 6.01. Nominating Committee. A nominating committee of at least four (4) Trustees shall be appointed by the Board at the annual meeting to serve for the year. The Nominating Committee shall consist of at least one (1) permanent Trustee and, shall have the following responsibilities:

~~(a) To prepare a list of potential at large Trustees to fill vacancies.~~

~~(b) To prepare a slate of officers for consideration by the Board of Trustees.~~

~~(c) T oprovide candidates to fill vacant mid-term positions of officers and or Trustees.~~

~~(d) To provide such list of Trustees and slates of officers at least thirty (30) days prior to the date on which the candidates will be considered for election.~~

Section 6.02. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of two or more members of the Board. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Trustees, may exercise all powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation between meetings of the Board of Trustees, except that such Executive Committee will not have power or authority to:

~~(a) Amend the Articles of Incorporation;~~

~~(b) Adopt an agreement of merger or consolidation;~~

~~(c) Approve the sale, lease or exchange of all or substantially all of the Corporation's property and assets;~~

~~(d) Approve the dissolution of the Corporation or a revocation of a dissolution;~~

~~(e) Amend the Bylaws of the Corporation;~~

~~(f) Fill vacancies on the Board.~~

Section 6.03. Other Committees. The Board of Trustees may act by and through such other committees to the extent allowed by law as may be specified in resolutions adopted by a majority of the whole Board of Trustees. Each such committee shall have such duties and responsibilities as are granted to it by the Board of Trustees. Each such committee shall at all times be subject to the direction of the Chair of the Board. Committee members will be appointed by the Chair of the Board.

~~Page 166 ARTICLE VII FISCAL AGENTS~~

This Corporation may designate such fiscal agents, investment advisors and custodians as the Board of Trustees may select by resolution. The Board of Trustees may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.

~~ARTICLE VIII FIDUCIARY RESPONSIBILITY~~

~~It shall be the policy of this Corporation that the Board of Trustees shall assume and discharge fiduciary responsibility with respect to all funds held or administered by this Corporation.~~

~~ARTICLE IX BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND~~

~~Section 9.01 Books and Records. The Board of Trustees of this Corporation shall cause to be kept:~~

~~(1) records of all proceedings of the Board of Trustees, and Committees thereof; and~~

~~(2) all financial statements of this Corporation; and~~

~~(3) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto and restatements thereof; and~~

~~(4) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and~~

~~(5) all records of the Corporation shall be open for Trustee inspection at any reasonable time.~~

Section 9.02 Audit and Publication. The Board of Trustees shall cause the records and books of account of this Corporation to be audited at least once in each fiscal year in such manner as may be deemed necessary or appropriate, and also shall make such inquiry as the Board of Trustees deems necessary or advisable into the condition of all trusts and funds held by any Trustee, agent, or custodian for the benefit of this Corporation, and shall retain such person or firm for such purposes as it may deem appropriate.

~~Section 9.03. Fiscal Year. The fiscal year of the Corporation shall be October 1 to September 30 of each year.~~

~~Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.~~

~~Page 167 ARTICLE X WAIVER OF NOTICE~~

Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of Michigan, such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at, or after the time stated therein, or before, at, or after the meeting.

~~ARTICLE XI INDEMNIFICATION AND INSURANCE~~

Section 11.01. Liability Insurance. The Corporation may purchase and maintain, on behalf of any person who is a Trustee, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise.

Section 11.02. The Corporation shall indemnify any person who is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such a person is or was a Trustee, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses ( including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 11.03. The Corporation shall indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Page 168 Section 11.04. To the extent that a Trustee, officer, employee, or agent of a Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 11.02 and 11.03, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Section 11.05. Any indemnification under sections 11.02 and 11.03 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 11.02 and 11.03. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.

Section 11.06. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the Trustee, officer, employee or agent to repay such amount if it is ultimately determined that the person is not entitled to be indemnified by the Corporation.

Section 11.07. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, or disinterested Trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11.08. References to "the Corporation" shall include, in addition to the surviving Corporation, any merging corporation, including any corporation having merged with a merging Corporation, absorbed in a merger which otherwise would have lawfully been entitled to indemnify its trustees, officers, and employees or agents.

~~ARTICLE XII CONFLICT OF INTEREST~~

Section 12.01 Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Corporation, or when a member of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Trustees and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officers or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.

~~Section 12.02 Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter,~~

Page 169 and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered.

Section 12.03 Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.

~~ARTICLE XIII AMENDMENTS~~

The Board of Trustees may amend this Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be voted upon at a single meeting of the Board of Trustees and may be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two- thirds of the whole Board of Trustees; provided, however, that amendment of the Purpose, Use of Earnings and Dissolution clauses of the Articles of Incorporation may be made only with the three- fourths approval of the Board of Trustees. Any proposed amendments shall be presented to the Trustees not less than thirty (30) days prior to the meeting at which Board action, or such amendments, is to be taken.

~~ARTICLE XIV SEVERABILITY CLAUSE~~

~~If any provision or part thereof of these Bylaws is declared invalid and of no further force and effect, the other provisions shall remain in full force and effect.~~

~~Fair Lane Learning Institute~~

~~Page 170 BYLAWS OF THE HENRY FORD LEARNING INSTITUTE October 11, 2005~~

~~ARTICLE I PURPOSE~~

The Corporation is organized to encourage systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments. The Corporation will assist in developing and administering a range of educational programs and engage with multiple organizations in creating and managing schools to enhance and improve the learning experience for all students. The institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st Century. Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Service Code (IRS) of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, and property, including real and personal property, of any kind exclusively for the purposes of the corporation.

~~ARTICLE II OFFICES OF THE CORPORATION~~

~~Section 2.02. Other Offices. The Corporation may have such other offices, within or without the State of Michigan, as the Board of Trustees shall from time to time determine.~~

~~ARTICLE III BOARD OF TRUSTEES~~

Section 3.02. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all rights and powers granted by the Michigan Non Profit Corporation Act and authority granted to tax- exempt organizations under current and future IRS codes.

~~Page 171 Section 3.03. Property. No Trustee shall have any right, title or interest in or to the property of the Corporation,~~

Section 3.04. Number Qualification and Term of Office. The number of Trustees shall be not less than five (5) and not more than nine (9) Trustees. The Board of Trustees shall be classified into the three (3) classes of members. The classes shall be Permanent Trustees, Elected Trustees, and Appointed Trustees. All classes of Trustees shall have the same voting authority of one vote per Trustee.

(a) Elected Trustees. Elected Trustees are Trustees that are not Trustees due to a position or other ex-officio capacity. Elected Trustees are elected by a vote of a majority of Trustees as provided for in section V (Elections) of these bylaws.

(b) Permanent Trustees. Permanent Trustees are those Trustees that hold an appointment to the Board of Trustees because of a position that is occupied by that Trustee. The Permanent Trustees of this Corporation are the President of the Henry Ford Museum and Greenfield Village of Dearborn, Michigan or his or her designee and the Senior Leader in Education Policy of Ford Motor Company or designee. Permanent Trustees holding the positions described in this section shall hold a Trusteeship while in the indicated post. Permanent Trustees may not be removed but may resign.

(c) Appointed Trustees. Appointed Trustees are Trustees appointed by the Permanent Trustees in such manner as to maintain a balance of classes of Trustees as described in paragraph e. of this section of these Bylaws. Appointed Trustees shall serve terms as prescribed by the Permanent Trustees, as they deem appropriate. Appointed Trustees may be removed by mutual agreement of the Permanent Trustees.

(d) Term. All elected Trustees shall have three (3) year terms. Terms shall be staggered for the initial Board in such a manner as to provide for the term of approximately one third (1/3) of elected Trustees to expire each year. Elected Trustees may serve unlimited consecutive terms.

(e) Balance of Classes of Trustees. The total number of Trustees shall be balanced in such a manner as to maintain a ratio in which Permanent Trustees shall constitute no less than twenty percent (20%) and no more than forty nine percent (49%) of the Board of Trustees. This ratio shall be maintained by allowing Permanent Trustees to select and name new Appointed Trustees as additions to the Board of Trustees as the number of Elected Trustees increase. The Permanent Trustees must agree upon the selection of each Trustee before any such Trustee shall be appointed to the Board. Appointed Trustees may be appointed and removed by action of the Permanent Trustee, or Trustees.

~~Page 172 effective.~~

~~Section 3.07. Place of meeting. The Board of Trustees may hold its meetings at such place or places, within or without the State of Michigan, as it may choose.~~

~~Section 3.10. Special Meetings. A special meeting may be called by the Chair of the Board or at the request, written or verbal, of any three Trustees.~~

Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Page 173 Section 3.13. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a minimum of 51 % of the Trustees shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting until a quorum be had. Notice of any such adjourned meeting need not be given.

~~Section 3.15. Proxies. Trustees shall not be allowed to vote on any matter to be acted upon at a meeting of the Board of Trustees by proxy.~~

~~ARTICLE IV OFFICERS~~

~~Page 174 resignation specifically indicates resignation from the Board of Trustees.~~

Section 4.04. Election and Removal. Any officer elected by the Board of Trustees may be removed with or without cause by the Board whenever, in the Board's judgment, the best interests of the Corporation would be served thereby. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Board of Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more officers must be delivered to all Trustees at least five (5) days prior to such meeting. Notice of such meeting shall be delivered as prescribed in section 3.11 hereof. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.06. Chair of the Board and President. The Chair of the Board and President shall assume all duties normally associated with that office. The Chair of the Board and President shall conduct the meetings of the Corporation. The Chair of the Board and President shall have general management oversight of the business of the Corporation. The Chair shall ensure that all orders and resolutions of the Board of Trustees are carried into effect. The Chair shall have such other duties as may from time to time be prescribed by the Board of Trustees.

~~Page 175 office of the Treasurer.~~

~~ARTICLE V ELECTIONS~~

~~Section 5.01. Election Procedure. Officers and Trustees, except permanent Trustees, shall be elected annually at the annual meeting of the Corporation.~~

Section 5.03. Officers. The Nominating Committee shall provide each Trustee with a slate of officers not less than thirty (30) days prior to -the annual meeting. The slate of officers shall be presented for vote at the annual meeting.. Officers shall be elected at the annual meeting as prescribed by these bylaws. A vote of a majority of the whole Board of Trustees shall be required to elect officers.

~~Section 5.04. Nominations. Nominations from the floor for officers and Trustees shall be allowed.~~

~~ARTICLE VI COMMITTEES~~

~~(a) To prepare a list of potential at large Trustees to fill vacancies.~~

~~(b) T oprepare a slate of officers for consideration by the Board of Trustees.~~

~~(c) To provide candidates to fill vacant mid-term positions of officers and or Trustees.~~

~~(d) To provide such list of Trustees and slates of officers at least thirty (30) days prior to the date on which the candidates will be considered for election.~~

~~Section 6.02. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of two or more members of the Board. The Executive~~

Page 176 Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Trustees, may exercise all powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation between meetings of the Board of Trustees, except that such Executive Committee will not have power or authority to:

~~(a) Amend the Articles of Incorporation;~~

~~(b) Adopt an agreement of merger or consolidation;~~

~~(c) Approve the sale, lease or exchange of all or substantially all of the Corporation's property and assets;~~

~~(d) Approve the dissolution of the Corporation or a revocation of a dissolution;~~

~~(e) Amend the Bylaws of the Corporation;~~

~~(f) Fill vacancies on the Board.~~

~~ARTICLE VII FISCAL AGENTS~~

~~ARTICLE VIII FIDUCIARY RESPONSIBILITY~~

~~It shall be the policy of this Corporation that the Board of Trustees shall assume and discharge fiduciary responsibility with respect to all funds held or administered by this Corporation.~~

~~ARTICLE IX BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND~~

~~Section 9.01 Books and Records. The Board of Trustees of this Corporation shall cause to be kept:~~

~~Page 177 (1) records of all proceedings of the Board of Trustees, and Committees thereof; and~~

~~(2) all financial statements of this Corporation; and~~

~~(3) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto and restatements thereof; and~~

~~(4) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and~~

~~(5) all records of the Corporation shall be open for Trustee inspection at any reasonable time.~~

~~Section 903. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, effective January 1, 2006.~~

~~Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.~~

~~ARTICLE X WAIVER OF NOTICE~~

~~ARTICLE XI INDEMNIFICATION AND INSURANCE~~

Page 178 Section 11.02. The Corporation shall indemnify any person who is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such a person is or was a Trustee, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 11.04. To the extent that a Trustee, officer, employee, or agent of a Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 11.02 and 11.03, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Page 179 majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.

~~ARTICLE XII CONFLICT OF INTEREST~~

Section 12.02 Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered.

~~Section 12.03 Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter~~

~~Page 180 under consideration, nor from answering questions of other Board members relating to the matter.~~

~~ARTICLE XIII AMENDMENTS~~

The Board of Trustees may amend this Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be voted upon at a single meeting of the Board of Trustees and may be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds of the whole Board of Trustees; provided, however, that amendment of the Purpose, Use of Earnings and Dissolution clauses of the Articles of Incorporation may be made only with the three-fourths approval of the Board of Trustees. Any proposed amendments shall be presented to the Trustees not less than thirty (30) days prior to the meeting at which Board action, or such amendments, is to be taken.

~~ARTICLE XIV SEVERABILITY CLAUSE~~

~~If any provision or part thereof of these Bylaws is declared invalid and of no further force and effect, the other provisions shall remain in full force and effect.~~

~~The Henry Ford Learning Institute~~

~~Page 181 BYLAWS OF THE HENRY FORD LEARNING INSTITUTE March 14, 2006~~

~~ARTICLE I PURPOSE~~

The Corporation is organized to encourage systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments. The Corporation will assist in developing and administering a range of educational programs and engage with multiple organizations in creating and managing schools to enhance and improve the learning experience for all students. The institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st Century. Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Service Code (IRS) of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, and property, including real and personal property, of any kind exclusively for the purposes of the corporation.

~~ARTICLE II OFFICES OF THE CORPORATION~~

~~Section 2.02. Other Offices. The Corporation may have such other offices, within or without the State of Michigan, as the Board of Trustees shall from time to time determine.~~

~~ARTICLE III BOARD OF TRUSTEES~~

Section 3.02. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all rights and powers granted by the Michigan Non Profit Corporation Act and authority granted to tax- exempt organizations under current and future IRS codes.

~~Page 183 Section 3.03. Property. No Trustee shall have any right, title or interest in or to the property of the Corporation.~~

Section 3.04. Number. Qualification and Term of Office. The number of Trustees shall be not less than five (5) and not more than nine (9) Trustees. The Board of Trustees shall be classified into the three (3) classes of members. The classes shall be Permanent Trustees, Elected Trustees, and Appointed Trustees. All classes of Trustees shall have the same voting authority of one vote per Trustee.

~~Page 184 effective.~~

~~Section 3.07. Place of meeting. The Board of Trustees may hold its meetings at such place or places, within or without the State of Michigan, as it may choose.~~

~~Section 3.10. Special Meetings. A special meeting may be called by the Chair of the Board or at the request, written or verbal, of any three Trustees.~~

Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Page 185 Section 3.13. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a minimum of 51 % of the Trustees shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting until a quorum be had. Notice of any such adjourned meeting need not be given.

~~Section 3.15. Proxies. Trustees shall not be allowed to vote on any matter to be acted upon at a meeting of the Board of Trustees by proxy.~~

~~ARTICLE IV OFFICERS~~

Section 4.02. Election. Term of Office and Qualifications. Officers of the Corporation shall be Trustees. The Chair of the Board and President shall be selected by a majority of the Permanent Trustees of the Corporation. All other officers shall be elected by a majority of the Board of Trustees of the Corporation. Each Officer shall hold office for a period of one (1) year or until the next annual meeting and until his or her successor shall have been duly elected and qualified, or until death, or until resignation, or until removal in the manner hereinafter provided.

~~Page 186 it effective. Resignation as an officer does not imply resignation as a Trustee unless said resignation specifically indicates resignation from the Board of Trustees.~~

Section 4.04. Election and Removal. Any officer elected by the Board of Trustees may be removed with or without cause by the Board whenever, in the Board's judgment, the best interests of the Corporation would be served thereby. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Board of Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more officers must be delivered to all Trustees at least five (5) days prior to such meeting. Notice of such meeting shall be delivered as prescribed in section 3.11 hereof. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05. Vacancies. A vacancy in any office because of death, resignation, disqualification, removal, or any other cause, shall be filled: a) in the case of the Chair of the Board and President, by the Permanent Trustees, and b) in the case of all other offices, by a majority vote of the whole Board of Trustees and the Trustee so elected shall hold office for the remaining term of that officership or until a successor shall be duly elected and qualified by the remaining Trustees.

Page 187 wherever required, a report of all transactions and the financial condition of the Corporation, and shall perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chair of the Board, and, in general, shall perform all duties incident to the office of the Treasurer.

~~ARTICLE V ELECTIONS~~

~~Section 5.01. Election Procedure. Officers and Trustees, except permanent Trustees, shall be elected annually at the annual meeting of the Corporation.~~

~~Section 5.04. Nominations. Nominations from the floor for officers and Trustees shall be allowed.~~

~~ARTICLE VI COMMITTEES~~

~~(a) To prepare a list of potential at large Trustees to fill vacancies.~~

~~(b) T oprepare a slate of officers for consideration by the Board of Trustees.~~

~~(c) To provide candidates to fill vacant mid-term positions of officers and or Trustees.~~

~~(d) To provide such list of Trustees and slates of officers at least thirty (30) days prior to the date on which the candidates will be considered for election.~~

Page 188 Section 6.02. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of two or more members of the Board. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Trustees, may exercise all powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation between meetings of the Board of Trustees, except that such Executive Committee will not have power or authority to:

~~(a) Amend the Articles of Incorporation;~~

~~(b) Adopt an agreement of merger or consolidation;~~

~~(c) Approve the sale, lease or exchange of all or substantially all of the Corporation's property and assets;~~

~~(d) Approve the dissolution of the Corporation or a revocation of a dissolution;~~

~~(e) Amend the Bylaws of the Corporation;~~

~~(f) Fill vacancies on the Board.~~

Section 6.04. Advisory Boards. The Board of Trustees may establish one or more advisory boards to the extent allowed by law as may be specified in a duly adopted resolution of the Board of Trustees. The duties, membership, term and other matters relating to such advisory board(s) shall be set forth in the resolution. Persons serving on any board created pursuant to this section shall not be entitled to compensation or reimbursement, except as provided in the authorizing resolution.

~~ARTICLE VII FISCAL AGENTS~~

~~ARTICLE VIII FIDUCIARY RESPONSIBILITY~~

~~It shall be the policy of this Corporation that the Board of Trustees shall assume and~~

~~189 discharge fiduciary responsibility with respect to all funds held or administered by this Corporation.~~

~~ARTICLE IX BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND~~

~~Section 9.01 Books and Records. The Board of Trustees of this Corporation shall cause to be kept:~~

~~(1) records of all proceedings of the Board of Trustees, and Committees thereof; and~~

~~(2) all financial statements of this Corporation; and~~

~~(3) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto and restatements thereof; and~~

~~(4) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and~~

~~(5) all records of the Corporation shall be open for Trustee inspection at any reasonable time.~~

~~Section 903. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, effective January 1, 2006.~~

~~Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.~~

~~ARTICLE X WAIVER OF NOTICE~~

~~ARTICLE XI~~

~~Page 190 INDEMNIFICATION AND INSURANCE~~

Section 11.02. The Corporation shall indemnify any person who is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such a person is or was a Trustee, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

~~Section 11.04. To the extent that a Trustee, officer, employee, or agent of a~~

Page 191 Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 11.02 and 11.03, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

~~ARTICLE XII CONFLICT OF INTEREST~~

~~Section 12.02 Voting. Any Board member or officer having a duality of interest or~~

Page 192 possible conflict of interest on any matter should not vote or use his or her personal influence on the matter and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered.

~~ARTICLE XIII AMENDMENTS~~

The Board of Trustees may amend this Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be voted upon at a single meeting of the Board of Trustees and may be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds of the whole Board of Trustees; provided, however, that amendment of the Purpose, Use of Earnings and Dissolution clauses of the Articles of Incorporation may be made only with the three-fourths approval of the Board of Trustees. Any proposed amendments shall be presented to the Trustees not less than thirty (30) days prior to the meeting at which Board action, or such amendments, is to be taken.

~~ARTICLE XIV SEVERABILITY CLAUSE~~

~~If any provision or part thereof of these Bylaws is declared invalid and of no further force and effect, the other provisions shall remain in full force and effect.~~

~~The Henry Ford Learning Institute~~

~~Page 193 The Henry Ford Learning Institute will:~~

~~Create a means to encourage innovative partnerships and delivery strategies... explore policy options and recommendations.~~

~~Create best practice... investigate and develop new approaches to providing educational opportunity.~~

~~Create and manage schools... support and disseminate what works.~~

~~October 10, 2005~~

~~Page 194 BYLAWS OF THE HENRY FORD LEARNING INSTITUTE March 14, 2006~~

~~ARTICLE I PURPOSE~~

The Corporation is organized to encourage systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments. The Corporation will assist in developing and administering a range of educational programs and engage with multiple organizations in creating and managing schools to enhance and improve the learning experience for all students. The institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st Century. Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Service Code (IRS) of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, and property, including real and personal property, of any kind exclusively for the purposes of the corporation.

~~ARTICLE II OFFICES OF THE CORPORATION~~

~~Section 2.02. Other Offices. The Corporation may have such other offices, within or without the State of Michigan, as the Board of Trustees shall from time to time determine.~~

~~ARTICLE III BOARD OF TRUSTEES~~

Section 3.02. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all rights and powers granted by the Michigan Non Profit Corporation Act and authority granted to tax- exempt organizations under current and future IRS codes.

~~Page 195 Section 3.03. Property. No Trustee shall have any right, title or interest in or to the property of the Corporation.~~

~~Page 196 effective.~~

~~Section 3.07. Place of meeting. The Board of Trustees may hold its meetings at such place or places, within or without the State of Michigan, as it may choose.~~

~~Section 3.10. Special Meetings. A special meeting may be called by the Chair of the Board or at the request, written or verbal, of any three Trustees.~~

Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Page 196 Section 3.13. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a minimum of 51 % of the Trustees shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn any meeting until a quorum be had. Notice of any such adjourned meeting need not be given.

~~Section 3.15. Proxies. Trustees shall not be allowed to vote on any matter to be acted upon at a meeting of the Board of Trustees by proxy.~~

~~ARTICLE IV OFFICERS~~

~~Page 198 it effective. Resignation as an officer does not imply resignation as a Trustee unless said resignation specifically indicates resignation from the Board of Trustees.~~

Section 4.04. Election and Removal. Any officer elected by the Board of Trustees may be removed with or without cause by the Board whenever, in the Board's judgment, the best interests of the Corporation would be served thereby. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Board of Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more officers must be delivered to all Trustees at least five (5) days prior to such meeting. Notice of such meeting shall be delivered as prescribed in section 3.11 hereof. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Page 199 wherever required, a report of all transactions and the financial condition of the Corporation, and shall perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chair of the Board, and, in general, shall perform all duties incident to the office of the Treasurer.

~~ARTICLE V ELECTIONS~~

~~Section 5.01. Election Procedure. Officers and Trustees, except permanent Trustees, shall be elected annually at the annual meeting of the Corporation.~~

~~Section 5.04. Nominations. Nominations from the floor for officers and Trustees shall be allowed.~~

~~ARTICLE VI COMMITTEES~~

~~(a) To prepare a list of potential at large Trustees to fill vacancies.~~

~~(b) To prepare a slate of officers for consideration by the Board of Trustees.~~

~~(c) To provide candidates to fill vacant mid-term positions of officers and or Trustees.~~

~~(d) To provide such list of Trustees and slates of officers at least thirty (30) days prior to the date on which the candidates will be considered for election.~~

Page 200 Section 6.02. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of two or more members of the Board. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Trustees, may exercise all powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation between meetings of the Board of Trustees, except that such Executive Committee will not have power or authority to:

~~(a) Amend the Articles of Incorporation;~~

~~(b) Adopt an agreement of merger or consolidation;~~

~~(c) Approve the sale, lease or exchange of all or substantially all of the Corporation's property and assets;~~

~~(d) Approve the dissolution of the Corporation or a revocation of a dissolution;~~

~~(e) Amend the Bylaws of the Corporation;~~

~~(f) Fill vacancies on the Board.~~

~~ARTICLE VII FISCAL AGENTS~~

~~ARTICLE VIII FIDUCIARY RESPONSIBILITY~~

~~It shall be the policy of this Corporation that the Board of Trustees shall assume and~~

~~Page 201 discharge fiduciary responsibility with respect to all funds held or administered by this Corporation.~~

~~ARTICLE IX BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND~~

~~Section 9.01 Books and Records. The Board of Trustees of this Corporation shall cause to be kept:~~

~~(1) records of all proceedings of the Board of Trustees, and Committees thereof; and~~

~~(2) all financial statements of this Corporation; and~~

~~(3) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto and restatements thereof; and~~

~~(4) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and~~

~~(5) all records of the Corporation shall be open for Trustee inspection at any reasonable time.~~

~~Section 903. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, effective January 1, 2006.~~

~~Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.~~

~~ARTICLE X WAIVER OF NOTICE~~

~~ARTICLE XI~~

~~Page 202 INDEMNIFICATION AND INSURANCE~~

Section 11.02. The Corporation shall indemnify any person who is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such a person is or was a Trustee, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

~~Section 11.04. To the extent that a Trustee, officer, employee, or agent of a~~

Page 203 Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections 11.02 and 11.03, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

~~ARTICLE XII CONFLICT OF INTEREST~~

~~Section 12.02 Voting. Any Board member or officer having a duality of interest or~~

Page 204 possible conflict of interest on any matter should not vote or use his or her personal influence on the matter and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered.

~~ARTICLE XIII AMENDMENTS~~

The Board of Trustees may amend this Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be voted upon at a single meeting of the Board of Trustees and may be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds of the whole Board of Trustees; provided, however, that amendment of the Purpose, Use of Earnings and Dissolution clauses of the Articles of Incorporation may be made only with the three-fourths approval of the Board of Trustees. Any proposed amendments shall be presented to the Trustees not less than thirty (30) days prior to the meeting at which Board action, or such amendments, is to be taken.

~~ARTICLE XIV SEVERABILITY CLAUSE~~

~~If any provision or part thereof of these Bylaws is declared invalid and of no further force and effect, the other provisions shall remain in full force and effect.~~

~~The Henry Ford Learning Institute~~

~~Page 205 The Henry Ford Learning Institute will:~~

~~Create a means to encourage innovative partnerships and delivery strategies... explore policy options and recommendations.~~

~~Create best practice... investigate and develop new approaches to providing educational opportunity.~~

~~Create and manage schools... support and disseminate what works.~~

~~October 10, 2005~~

~~Page 206 02/12/2008 12:25 3139826218 HFLI PAGE 01~~

~~BYLAWS OF THE HENRY FORD LEARNING INSTITUTE March 14,2006~~

~~ARTICLE I PURPOSE~~

The Corporation is organized to encourage systemic change on an international scale by supporting efforts to integrate best educational practices into classrooms and other learning environments. The Corporation will assist in developing and administering a range of educational programs and engage with multiple organizations in creating and managing schools to enhance and improve the learning experience for all students. The institute will provide meaningful examples of school reform that will foster innovative teaching and learning as a vehicle for productive life in the 21st Century, Further, the Corporation is organized exclusively for education, scientific research and charitable purposes within the meaning of section 5G1(c)(3) of the Internal Revenue Service Code (IRS) of 1986 (or corresponding provisions of any future United States Internal Revenue Service law). The Corporation shall receive, hold and disburse funds, gifts, and property, including real and personal property, of any kind exclusively for the purposes of the corporation,

~~ARTICLE II OFRCES OF THE CORPORATION~~

Section 2.Q1. Registered Office. The registered office of the Corporation in the State of Michigan shall be as set forth in the Corporation's Articles of Incorporation, or in a resolution of the Board of Trustees filed with the Secretary of State in the State of Michigan, changing the registered office.

~~Section 2.02. Other Offices. The Corporation may have such other offices, within or without the State of Michigan, as the Board of Trustees shall from time to time determine.~~

~~ARTICLE III BOARD OF TRUSTEES~~

Section 3.02. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all rights and powers granted by the Michigan Non Profit Corporation Act and authority granted to tax- exempt organizations under current and future IRS codes.

~~Page 207 02/12/2008 12:25 3139826218 HFLI PAGE __0_2~~

~~Section 3.03, Property. No Trustee shall have any right, title or interest in or to the property of the Corporation.~~

Section 3 04 Number. Qualification and Term of Office. The number of Trustees shall be not less than five (5) and not more than nine (9) Trustees. The Board of Trustees shall be classified into the three (3) classes of members. The classes shall be Permanent Trustees, Elected Trustees, and Appointed Trustees. All classes of Trustees shall have the same voting authority of one vote per Trustee.

(b) Permanent Trustees. Permanent Trustees are those Trustees that hold an appointment to the Board of Trustees because of a position that is occupied by that Trustee. The Permanent Trustees of this Corporation are the President of the Henry Ford Museum and Greenfield Village of Dearborn, Michigan or his or her designse and the Senior Leader in Education Policy of Ford Motor Company or designee. Permanent Trustees holding the positions described in this section shall hold a Trusteeship while in the indicated post. Permanent Trustees may not be removed but may resign.

(c) Appointed Trustees. Appointed Trustees are Trustees appointed by the Permanent Trustees in such manner as to maintain a balance of classes of Trustees as described in paragraph e. of this section of these Bylaws, Appointed Trustees shall serve terms as prescribed by the Permanent Trustees, as they deem appropriate. Appointed Trustees may be removed by mutual agreement of the Permanent Trustees.

(e) Balance of Classes of Trustees. The total number of Trustees shall DG balanced in such a manner as to maintain a ratio in which Permanent Trustees shall constitute no less than twenty percent (20%) and no more than forty nine percent (49%) of the Board Of Trustees. This ratio shall be maintained by allowing Permanent Trustees to select and name new Appointed Trustees as additions to the Board of Trustees as the number of Elected Trustees increase. The Permanent Trustees must agree upon the selection of each Trustee before any such Trustee shall be appointed to the Board. Appointed Trustees may be appointed and removed by action of the Permanent Trustee, or Trustees.

~~208 02/12/2008 12:25 3139826218 HFLI PAGE J)3~~

~~effective.~~

Section 3.06. Vacancies. Any vacancy in the elected Board of Trustees caused by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the whole Board of Trustees, and the Trustee 30 elected shall hold office for the remaining term of that Trusteeship or until a successor shall be duly elected and qualified by the remaining Trustees, Any vacancy in the permanent Board of Trustees as noted in Section 3.04 snail be filled by the institution whose deporting representative caused the vacancy once a person in the designated position with the represented organization has been determined.

~~Section 3.07. Place_Qf meeting. The Board of Trustees may hold its meetings at such place or places, within or without the State of Michigan, as it may choose.~~

Section 3.09. Regular Meetings Regular meetings of the Board of Trustees shall be held at such time and place within or without the State of Michigan as the Board may determine by resolution adopted by a majority of the whole Board of Trustees.

~~Section 3.10. Special Meetings. A special meeting may be called by the Chair of the Board or at the request, written or verbal, of any three Trustees.~~

Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of all meetings shall be posted in compliance with Michigan law and the Texas Open Meetings Act. Notice of any special meeting shall state the purpose or purposes for which the meeting is called, tf mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any meetings that relate to the operations of the Texas charter school shall comply with the Texas Open Meetings Act, which law is hereby incorporated by reference.

~~Page 209 02/12/2008 12:25 3139825218 HFLI PAGE 04~~

~~Section 3.15. Proxies. Trustees shall not be allowed to vote on any matter to be acted upon at a meeting of the Board of Trustees by proxy,~~

~~ARTICLE IV OFFICERS~~

~~Page 210 02/12/2008 12:25 3133325218 HFLI PAGE 05~~

~~provided.~~

Section 4.04. Election and Removal. Any officer elected by the Board of Trustees may be removed with or without cause by the Board whenever, in the Board's judgment, the best interests of the Corporation would be served thereby. Removal shall be by a vote of a majority of the whole Board of Trustees of the Corporation at a special meeting of the Board of Trustees called for that purpose. Written notice stating the place, date, hour, and purpose of any special meeting called for the purpose of removing one or more officers must be delivered to all Trustees at least five (5) days prior to such meeting. Notice of such meeting shall be delivered as prescribed in section 3.11 hereof. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05, Vacancies. A vacancy in any office because of death, resignation, disqualification, removal, or any other cause, shall be filled: a) in the case of the Chair of the Board and President, by the Permanent Trustees, and b) in the case of all other offices, by a majority vote of the whole Board of Trustees and the Trustee so elected shall hold office for the remaining term of that officership or until a successor shall be duly elected and qualified by the remaining Trustees.

Section 4,08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees, and, when required, the minutes of meetings of the committees The Secretary shall, when directed to do so, give notice to the Trustees of all meetings, and perform such other duties as may from time to time be prescribed by the Board of Trustees or by the Chair of the Board and. in general, shall perform all duties incident to the office of the Secretary.

~~Page 211 02/12/2008 12:25 313S826218 HFLI PAGE 06~~

B) A majority of the whole Board Shall by resolution periodically authorize certain officers of the Corporation to approve disbursements of Corporation funds. A majority of the whole Board of Trustees shall periodically approve procedures for disbursement of corporate funds.

~~ARTICLE V ELECTIONS~~

~~Section 5,01. Election Procedure. Officers and Trustees, except permanent Trustees, shall be elected annually at the annual meeting of the Corporation.~~

~~Section 5.04. Nominations. Nominations from the floor for officers and Trustees shall be allowed.~~

~~ARTICLE VI COMMITTEES~~

~~(a) To prepare a list of potential at large Trustees to fill vacancies.~~

~~page212 02/12/2808 12:25 3139826218 HFLI PAGE 07~~

~~(b) To prepare a slate of officers for consideration by the Board of Trustees.~~

~~(c) To provide candidates to fill vacant mid-term positions of officers and or Trustees.~~

~~(d) To provide such list of Trustees and slates of officers at least thirty (30) days prior to the date on which the candidates will be considered for election.~~

~~(a) Amend the Articles of Incorporation;~~

~~(b) Adopt an agreement of merger or consolidation;~~

~~(c) Approve the sale, lease or exchange of all or substantially all of the Corporation's property and assets;~~

~~(d) Approve the dissolution of the Corporation or a revocation of a dissolution;~~

~~(e) Amend the Bylaws of the Corporation;~~

~~(f) Fill vacancies on the Board.~~

Section 6,03, Other Committees. The Board of Trustees may act by and through such other committees to the extent allowed by law as may be specified in resolutions adopted by a majority of the whole Board of Trustees. Each such committee shall have such duties and responsibilities as are granted to it by the Board of Trustees. Each such committee shall at all times be subject to the direction of the Chair of the Board. Committee members will be appointed by the Chair of the Board.

~~ARTICLE VII FISCAL AGENTS~~

~~advisor, or custodian.~~

~~ARTICLE VIII FIDUCIARY RESPONSIBILITY~~

~~It shall be the policy of this Corporation that the Board of Trustees shall assume and discharge fiduciary responsibility with respect to all funds held or administered by this Corporation.~~

~~ARTICLE IX BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND~~

~~Section 9.01 Books and Records. The Board of Trustees of this Corporation shall cause to be kept:~~

~~(1) records of all proceedings of the Board of Trustees, and Committees thereof; and~~

~~(2) all financial statements of this Corporation; and~~

~~(3) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto and restatements thereof; and~~

~~(4) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and~~

~~(5) all records of the Corporation shall be open for Trustee inspection at any reasonable time.~~

~~Section 903. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, effective January 1, 2006~~

~~Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Trustees.~~

~~ARTICLE X~~

~~Page2I4 02/12/2008 12:25 313982&218 HFLI PAGE 09~~

~~WAIVER OF NOTICE~~

~~ARTICLE XI INDEMNIFICATION AND INSURANCE~~

Section 11.02. The Corporation shall indemnify any person who is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such a person is or was a Trustee, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

~~Page 23 5 02/12/2008 12:25 3139826218 HFLI PAGE 10~~

except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper,

~~ARTICLE XII CONFLICT OF INTEREST~~

~~Section 12.01 Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Corporation, or when a member~~

~~Page 216 02/12/2808 12:25 3139826218 HFLI PAGE 11~~

of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Trustees and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officers or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.

Section 12,03 Statement of Position, The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.

Section 12.04 Compliance with Texas Law. This article shall be interpreted, when dealing with matters concerning the operation of schools in the State of Texas, in accordance with Chapter 12 of the Texas Education Code and those provisions of the Texas Administrative Code that interpret that Code Chapter, and such provisions are hereby incorporated by reference.

~~ARTICLE XIII AMENDMENTS~~

The Board of Trustees may amend this Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision which could be lawfully included or omitted. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be voted upon at a single meeting of the Board of Trustees and may be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds of the whole Board of Trustees; provided, however, that amendment of the Purpose, Use of Earnings and Dissolution clauses of the Articles of Incorporation may be made only with the three-fourths approval of the Board of Trustees. Any proposed amendments shall be presented to the Trustees not less than thirty (30) days prior to the meeting at which Board action, or such amendments, is to be taken.

~~ARTICLE XIV~~

~~Page 217 02/12/2088 12:25 3139826218 HFLI PAGE 12~~

~~SEVERABILITY CLAUSE~~

~~If any provision or part thereof of these Bylaws is declared invalid and of no further force and effect, the other provisions shall remain in full force and effect.~~

~~CERTIFICATION OF ADOPTION OF BYLAWS~~

The undersigned, being the duly elected Secretary of the Henry Ford Learning Institute, a Michigan Not-For-Profit Corporation, does hereby certify that the attached Bylaws of said Corporation were adopted by the official act of the Board of Directors on the 7th day of February, 2008, and the same do now constitute the Bylaws of the Corporation.

~~Dated this _f- day of ~v-~ . 2008.~~

~~Secretary~~

~~Page 218 CERTIFIED RESOLUTION~~

At a duly convened meeting of the Board of Directors of the Henry Ford Learning Institute, a Michigan Not for Profit Corporation, on waiver of notice by unanimous consent, the following resolutions were approved:

WHEREAS: the State of Texas has structured its charter school system in such a way that the charter must reside with this Corporation; and WHEREAS, certain statutory requirements for the Texas charter school - specifically with regard to the Texas Open Meetings Law and conflicts of interest - mandate that the bylaws of this Corporation must incorporate Texas law by reference; Now THEREFORE, IT is RESOLVED THAT: 1. The following underlined language is hereby adopted as an amendment to Section 3.11 regarding Notice of Regular and Special Meetings: Section 3.11. Notice of Regular and Special Meetings. Notice of any special or regular meeting of the Board of Trustees shall be given by or at the direction of the Chair of the Board at least five (5) days prior to such meeting, unless otherwise provided in these bylaws, by written notice delivered personally, or mailed to each Trustee at his or her address, or by telegram or electronic facsimile transmission. Notice of all meetings shall be posted in compliance with Michigan law and the Texas Open Meetings Act. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage fully prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic facsimile transmission, such notice shall be deemed to be delivered when it shall have been transmitted. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any meetings that relate to the operations of the Texas charter school shall comply with the Texas Open Meetings Act, which law is hereby incorporated by reference.

2. The following new Section 12.04 shall be adopted regarding conflict of interest: Section 12.04 Compliance with Texas Law. This article shall be interpreted, when dealing with matters concerning the operation of schools in the State of Texas, in accordance with Chapter 12 of the Texas Education Code and those provisions of the Texas Administrative Code that interpret that Code Chapter, and such provisions are hereby incorporated by reference.

~~3. The Board of Directors of The Henry Ford Learning Institute authorizes the submission of a charter application to the Texas Education Agency (TEA).~~

I, r/fT/e(c:/4 / fvP&nc>sAf^. hereby certify that I am the duly elected Secretary of the Henry Ford Learning Institute, and the keeper of the records, and that the foregoing resolutions of the Board of Directors are true, accurate and complete.

~~Date:~~

~~O.\Ctientf ites\NPG\295e-lmpactResearch\Separatkxi CAStcertre&wpd~~

~~P Page 219 Attachment F - Published Notice of Public Hearing~~

Paae220 San Antonio Express-Newwss y Legal Bids & Legal Bids & Legal Bids & Legal Bids & Legals/Publrc Notices • Lenals/Public notices W Legali'Puhiir Nnttrw Proposals Proposals Proposals Proposals America to dispose of nio, Bexar County, Texas, PUBLIC NOTICE REQUEST FOR NORTH EAST REQUEST FOR PROPOSAL Subject Real Property: according to plai record- The Housing Authority of Plans can be obtained TEST ftND BALANCING ed in Volume 4700, Page United States PROPOSAL #08034 INDEPENDENT 6711 Buena Vista, San 221, Deed and Plat Re- District Court Bexar Metropolitan Wa- the City of Pearsall is SCHOOL DISTRICT at the offices of CONTRACTOR Today requesting bids for the Garza/Bomberger ft Antonio, Bexar County, cords of Bexar County, Southern District ter District is soliciting COMALANDER STADIUM Texas 78227, being Lot Texas, with all buildings, ol Texas Request for Proposal for replacement of shower Associates, at 5545 Souths id e Independent enclosures with ceramic RENOVATIONS PROJECT Fredericks burg Road, School District is Eleven (11), Block Two appurtenances and im- Laredo, Texas Concrete Work a! ie- BID PACKAGE VI (2), New City Block Thir- provements thereon and monwood Facility #023. tile and the replacement Suite 1130, San Antonio, accepting Proposal! foi of plumbing fixtures in (CONCESSION STANDS Testing and Balancing for teen Thousand Four any and all surface and APPOINTMENT OF is Completed Proposals are a ENTRY GATE TX on nr after Monday, 62 apartments located on the llth day of February the following projects Hundred Seven (13,407), sub-surf ace rights, title FULL-TIME to be delivered prior to PAVILIONS STRUCTURE) TOWN WEST ADDITION, and interests, if any. UNITED STATES but not after 2:00 p.m4. site s in the City of 200S for a refundable until the dates and Pearsall, TX. Bid packag- REQUEST FOR deposit of 1250.00. times indicated below: LIMIT 2, in the City of San MAGISTRATE JUDGE Monday, February 25, COMPETITIVE SEALED Antonio, Bexar County, NOTICE IS HEREBY MADE your 2008. Delivery address e s may be obtained for a 125 deposit at (he Office PROPOSALS (RFCSP) Bid Proposal for: Test Texas, according to plat TO ANY AND ALL THIRD The United States District is: BexarMet Water Dis- •2007 BONO PROGRAM* A Pre-Proposal of the Housing Authority Conference will be held and Balance of J. L. thereof recorded in Vol- PAKTV INTERESTS which Court tor the Southern trict, 2047 West M alone, ume 1700, Page 221ma,y exist in the Subject District of Texas seeks to San Antonio, TX 78225 at 501 W. Medina St. at the South San Antonio Matt hey Middle School Competitive sealed pro- due on Tuesday, March 4, Deed and Plat Records of Real Property forfeited to appoint a full-time mag (Attn: Purchasing Oept). Pearsall, TX 78061 be- posals for the Comalan- 1SD Board Room, ginning on Tuesday, Feb- 2515 Bobcat Lane, , 2008 at 2:00 P.M. Bexar County, Texas, with the United States of istrate judge for its Lare- RFP packages will be der Stadium Renovation; all buildings, appurte- America from DEFEN- do division and by this available beginning on ruary 19,2008. A pre-bid San Antonio, Texas at meeting will be held at Project aid Package VI The scope of work for the nance s and improve- DANT LINDA SALAS, in notice solicits applica- Monday, February 1, (Concession Stands & 10:00 AM on Thursday 10:00 AM Friday, Febru- the 21st of February project can be requested ments thereon and any Criminal Case No. SA- tions from quaMfiea per 2008, at the Purchasing Entry Gate Pavilions and all surface and sub- 06-CR-553-XR, filed at sons. The position wf be Department, BexarMet ary 22, at the office Of 2008. Competitive Sealed by calling Southside ISO, Housing Authority. Bid- Structure Package), ad- Executive Director of surface rights, title and the United States District available October 9, Water District, 2047 dressed to the Joe r is Proposals must be ders will have access to received in the Operations and interests, if any, Court, Western District of 2008, and upon conclu- West M alone, San Anto- General Contractors, Ltd. Texas, San Antonio Divi- sion of the aoplication nio, Texas, 78225. Elec representative apart- administration Office Construction, at ments at that time. (Construction Manager) 210-SS2-163<1 Ext. S143 NOTIC E IS HEREBY MADE sion. You ate hereby no- and review process. tronic copies of this Re- will be received by Joeris of the South San Antonio Sealed bids will tie re- ISO, 2515 Bo&C3t Lane, or by downloading it TO ANY AND ULL THIRD- tified of the entry of a quest for Proposals will General Contractors, PARTY INTERESTS whicn Preliminary Judgment of The current annual salary also be available to be ceived at the offices Of San Antonio, Texas no from the school districts day. the Housing Authority 1390 East Bitters Road, later than 2:00 PM on web page at www. may exist in the Subject Forfeiture against said of the position is downloaded from Bexar- San Antonio, TX 78216 Real Property forfeited to Subject Real Estate from J15S,7S6. The term of Mel's website at www. until 10:00 AM, Tuesday, the_4th of_March _2008. southside.kl2.tx.us March 3, 2008 at which on Tuesday, February 28, the United State! of said Defendant in said office is 8 years. beiarmet.org. A Pre-bid 2008 until 2:00 p.m. SOUTH SAN ANTONIO ISO America from DEFEN- criminal case, and you meeting will be held at time all bids will be All Proposals must be publicly opened and read is requesting General delivered to the DANT CARRIE HARDA- are further notified of the A full public notice for 2:00 a.m.. Tuesday, Feb- A Pre-Bid Conference Contractor Qualifications WflV, in Criminal Case inlent of the United the magistrate jud^e po ruary 12, 2008 at 2M7 aloud. Workers Compen- Southside ISO sation Insurance and wil l be conducted at the and Proposals for Con- Administrative Office, No. SA-Q6-CR-553-XR, States of America to dis- sition is posted in the W. Mai one, San Antonio, offices of Joeris General struction Manager at Risk filed at the United States pose of the forfeited office of the United Texas 78225. The meet- Payment and Perfor- 1460 Martinez-Losoya mance Bonding are re- Contractors on Tuesday, for the construction pro- Road, San Antonio TX District Court, Western Subject Real Property in States District Clerk at tf you ing is not mandatary but February 26, 2008 at ject: 2007 BOND PRO- District of Texas, San such manner that the Brownsville, Corpus is highly recommended. quired for this job. The 78221 on or before resulting contractor will 10:00 a.m. GRAM - NEW ATHLETIC Tuesday, March 3, 2008 Antonio Division. You are Attorney General of the Christi, Gal vest on, Hous be funded through Sec- FACILITIES AT SOUTH at 2:00 P.M_, hereby notified of the United States may direct. ton, Laredo, Me All en and read this, |er- THE siusp" " This proposal package SAN HIGH SCHOOL - entry of a Preliminary You may assert any and Victoria. The notice is is accepting bids for tion 3 covered assistance " REQUEST FOR ter- and will be subject to shall demonstrate the PACKAGE B. The esti- Judgment of Forfeiture all third-party interests atso available 01, the CSP Offerer's ability to deliver mated cost of construc- QUALIFICATIONS * 08041 against said Subject Real in the forfeited Subject court's website at . #OB-001(LC) Section 3, 24CFR Part tion is $5,000,000. you just day, 13S. The Housing Au- the "best value" to NElSD Estate from said Defen- Real Property filing a www .txs.uscourts.9ov. om, Body/Paint Repairs in accordance with the Bexar Metropolitan Wa dant in said criminal to be delivered on thority reserves the right petition asserting such iice to raaire any informalities selectio n criteria set Information Packages ter District is soliciting case, and you are further interest in the forfeited Interested persons may proved vers or before 2:30 PM forth in the RFCSP. can be obtained at the Request for Oualifj'ca- notified of the intent of property in Criminal Caje contact the deck of (he on 03-03-08 in bids received. Ques- 238. tions should be directed offices of Garza/Bom- tions for On-Call Geo- the United States of No. SA-06-CR-553-KR, district court for addi icu- The Bid Documents may berger & Associates at technical Engineering America to dispose of the at the United States Dis- tional information g ap- • #08-003(LC) to Jesse Fernandez, attention chi- Executive Director/ be obtained from the 5545 Fredericks burg and Geological Consult- forfeited Subject Real trict Clerk's Office, West- plication forms. The ap- ires, OEM Parts for Auto- offices of Joeris General Road, Suite 100, Sanin g Servcies. Completed Property in such manner ern District of Texas, San plication is also available motives/Heavy Trucks Contracting Officer _ at 830-334-9416 Contractors beginning Antonio, TX on or after Qualifications are to be that the Attorney General Antonio, 65S East Duran- on the court's website. getters. ifter to be delivered on at 12:00 p.m. (noon) Monday, jhe 18th of Feb- delivered prior to but not of the United States may go Blvd., San Antonio, losit or before 2:45 PM "SAISD on Tuesday, February ruary 2008 for a refund- after 2iOO p.m. Monday,direct . You may assert Texas J8206, Applications may be ;tiofi on 03-03-08 WILL ACCEPT 19, 2008. Cost per able deposit of S250.00. March 3, 2008. Delivery any and all third-party submitted in person work. SEALED BIDS: address is: Purchasing UNITED STATES tors. interests in the forfeited DISTRICT COURT or by mail and must I be . #08-013(LQ A Pre-Proposal Confer- Department, BexarMet Subject Real Property fil- be received by: Maps and Globes RFO #08-008(RC) ence will be held at the Water District, 2047 WESTERN DISTRICT is requesting Competitive ing a petition asserting OF TEXAS April 8, 2008 to be delivered on or VOLLEYBALL SUPPLIES South San Antonio ISO West M alone, San Anto- such interest in the for- at the office of the United before 2 pm, 03-03-08 & EQUIPMENT Sealed Proposals tor the SAN ANTONIO DIVISION construction project: Board Room, 2515 Bob- nio, Texas 7822S. feited property in Crimi- States Oiseric! Clerk, to the Materials Due by 2:30 PM cat Lane, San Antonio, UNITED STflTES OF 2007 BOND PROGRAM nal Case No. SA-06-CR- AMERICA, Petitioner, Southern District of 11 @ Management Dept, Tuesday 03-04-08 Te*as at 10:00 a.m. on RFQ packages will be 553-KR, at the United Texas; 1300 Victoria St.; 1215 Austin Street - NEW ATHLETIC V. ONE GASTINNE ffice FACILITIES AT SOUTH Thursday the 28th of available beginning on States DislriclCleiVsQf- Suite 1131; Laredo, Make your San Antonio, TX 78208 Solicitations available at RENETTE CARBINE :vcis SAN HIGH SCHOOL February 2008. Qualifi- Monday, Febtuary 11, i istficl Texas 78040; ATTN: www.satsd.net/ADMIN/ cations and Proposals 2008, at the Purchasing STOCK MARKED pro- - PACKAGE fl. The scope as, San Antonio, 655 E DE L'ARTE Magistrate Judge Merit ercd Bids mac be obtained at purcnasmg/indeK.Jhtm, mint be received in the Department, East fiurango Blvd., San Selection Committee. www.saisd.net/ADMIN/ For information call of worll is a new Artificial 1/ALUEuVT $32,000.00 Classified Of- Turf Football Field and Office of the South San Water District, located'at Antenio, Texas 78J06. 5900 purchaiing/index.shtrn. 224-2781 ett: 120 Antonio, 2515 Bobcat 2047 West Malonjf;San londent. For additional infor- new All Weather Track. CIVIL ACTION NO. All applications will be 8 on Lane, San Antonio, TX no Antonio, Tevai<*j622S. If ~fl PUBLIC" HEARING kept confidential, unless mation call Letty <3> ADD Some An The estimated cost SA08CM022RF ad work time To Youi Ad. Ask of construction is later than 2:00 PM on the interested inyfiiaKing up a will be held at 6:30 PM the applicant consents to isals. 210-224-2781 Ext, 119 12th day of March 2008. Bid package/ pease con- on Wednesday, February NOTICE OF \COMPLAIMT for details. 250-2345 $1,300,000. FOR FORFEITURE disclosure, and all appli- tact Al Cafitu at (210) 20, 200S at The Alameda cations will be examined 354-6S06./ Electronic Theater, 2nd Floor Ko A Verified Complaint for Forfeiture wal filed on only by mem&c« of the harder with copies of ttie Request for ehler Auditorium to in- Merit Selection Panel Proposals/ will also be troduce the Henry Ford JAN 11 200% by the United States! Attorney and the judges of the available to bo Academy: San Antonio, a district court. The downfcaded from proposed public charter for the Wester! District features ol Texas, against the Re panel's deliberations BexarMft's website at high school serving ninth will remain confidential. through twelfth grade spondent Propirty, for students. Henry Ford violations of title 18 U.S.C, 2315 and\Title 18 like yTLfo"t"exas,"LP Learning Institute, the proposed sponsoring en- U.S.C. 1343, aridl subject has issi :d a Request For to forfeiture to thk Unit Qua! if ic lions (RFQ) for tity, in partnership with The Alaineda National %d Slates of tmerica Bolding, profess nal engineering pursuant to Tile IS and di Center for Latino Arts gn services for and Culture, is applying U.S.C. 9Bl(a ttie ic owing project: You must file wfh the design the major thor- to the Texas State Board of Education to open Clerk of Court fSr the ad border's oughfa roads leading United States fri strict to the roposed Site of Henry Ford Academy: San Antonio-in the Fall Court for the s ASM University District of Texai, San SUPERIOR PAINTING CO. 1 San Antonio campus 2009. Any person may and attend this meeting. Antonio DiuisiorJ 655 Paintiira, Tetfure Dry- iocatetfwithi n the Ver East Ourango Bfvd, Suite wall. Wallpaper ft Pop- ano at ity South devel HFLI board members: lUPE'S HOUSECLEANING corn Removal, Complete Mike Schmidt, Patricia G65, San Antonio! Texas Clerk, We Clean Apis, Houses. & opment. Vftnyone desiring 78206, a duly Aerified eye wi of Remodeling. Free Est, to respond to this RFQ MOQradian, Henry R. Small Offices. 693-4337 Quality Work, 20% off for Muno; 111, Larry Holtiday, Claim, identifying the in- does may pic & up necessary terest in or nglft against Seniors 210-449-0193 Steven Hamp, Fretta •emenl RESIDENTIAL/COMMER - materials lit Kestrel De- the property sofzed m the CIAL Cleaning. Far yaw 01- velopmentA 3611 Pae- Reities, Ziad Ojakli, catching News. NCG » Home. 2K-778-284; Stephanie Mo rbf_._ _ manner set fjmh in Rule ssno's Parhpy, Suite G(S) of the Supplemental ' UNITED STATES 201, San Antonio, Texas Rules forXertain Admi- U Buy It-1 Install 11 7SZ31. A pre-Bid open- DISTRICT COURT Ceiling lans. light futures, ralty /6v& Maritime [LdOK ] ing conference »*yi be WESTERN DISTRICT CIainx Federal Rules of toilet?, faucets. doors & m«e OF TEXAS Rob 25 yr. a*\> 639-6541 held at 3611 Pae: Procedure, except BarL^au <;,,;(„ 9(11 ,N ANTONIO DIV1S10I ,„ curb Claim ho

~~Page 221 Attachment G - Synopsis of Public Hearing~~

~~Page 222 HFA: San Antonio Public Hearing~~

~~Wednesday, February 20,2008 6:30 p.m. Alameda Theater, 2nd Floor Kohler Auditorium~~

~~Presenters: Aaron Wilson-Ahlstrom, Associate Director of Network Development, Henry Ford Learning Institute (HFLI)~~

~~Eliseo Rios, Director of Administration, The Alameda~~

Synopsis of Public Hearing: Mr. Wilson-Ahlstrom welcomed attendees and explained the purpose of the meeting. He explained that the Henry Ford Learning Institute (HFLI) is applying for a charter from the Texas Education Agency. If awarded a charter, the Henry Ford Academy: San Antonio (HFA:SA) high school will open in the fall of 2009. The goal of the school will be to prepare all students for success in the college and career of their choice. He noted that HFLI and the Alameda are the founding partners of the school.

Mr. Rios discussed the mission of the Alameda - to tell the story of the Latino experience in America through art, history and culture. He noted the Alameda's commitment to making the museum accessible to the whole community, and expressed enthusiasm at the opportunity to partner with HFLI to start a school that would utilize the Alameda's resources. He mentioned partnerships the school will have with Say Si and the Southwest School of Art and Craft as additional resources that will benefit the school.

Mr. Wilson-Ahlstrom discussed the foundation of success that has been achieved at the original Henry Ford Academy in Dearborn, Michigan, including high attendance, graduation and college admissions rates, and test scores. He explained that the Core Design Elements of the school include leveraging community partnerships and a location in a cultural institution, to provide enriched academic and career preparation experiences for all students. All students complete a Senior Mastery Project, which includes an extensive internship and related research project.

Mr. Wilson-Ahlstrom clarified that charter schools are public by definition, and the school would be open for enrollment to all students within the 410 loop, excepting those living in the Alamo Heights school district and on military bases. He shared that the school would be physically located within the Alameda Theater for the first year, and that plans were under way to develop additional space for subsequent years. Mr. Rios discussed some of the current exhibitions at the Museo Alameda, and ways that students

~~Page 223 could become involved, including apprenticing with curators and arranging interviews and internships with other Alameda staff.~~

Mr. Wilson-Ahlstrom provided more details about the structure and focus of the school: HFA: SA will be a small high school (with a maximum of 480 students) with small classes to allow for individual attention, closer student-staff relationships, and a strong sense of community and individual support. The school will have an extended annual calendar, an extended day, and block scheduling to provide more time for learning. The school will be committed to high graduation and college acceptance rates, and will incorporate a hands-on project based learning approach with academic rigor that addresses the TEKS. Finally, Mr. Wilson-Ahlstrom discussed ways that the school will ensure that every student has the support that he or she needs to succeed, including daily time for homework and tutoring, daily Forum (advisory) meetings, time before and after school, and summer orientation.

~~Questions: 1. Jessica Sanchez - How did you choose the Alameda as a community partner?~~

Response from Mr. Wilson-Ahlstrom: HFLI seeks local cultural institutions with an interest in education to partner with in the creation of new charter schools. The Ford Community and Education Fund has supported both HFLI and the Alameda and helped bring us together to partner on creating a new school.

~~Response from Mr. Rios: The Alameda has had an interest in educational programming, and began talking with HFLI years ago about the possibility of starting a school.~~

~~2. Jessica Sanchez - How did you do your community outreach to get people to come to the meeting?~~

~~Response from Mr. Wilson-Ahlstrom: We placed an ad in the Sunday copy of the San Antonio Express-News. Staff at the Alameda contacted local organizations and community members by email and by phone.~~

~~3. Jessica Sanchez - You talk about an emphasis on working with the community - why weren't we contacted directly?~~

Response from Mr. Wilson-Ahlstrom: One of the goals of the school is to work with partners in the community to provide resources and opportunities that enrich the overall experience of students. Towards that goal, we would like to establish relationships with as many community organizations as possible. In preparation for this meeting, we were not able to contact every community organization in the area, but would like to include your organization (Esperanza) and other community organizations that might be interested in future community engagement meetings.

~~4. Jessica Sanchez: What will you do as outreach to let students and their families know about the school?~~

Pase 224 Response from Mr. Wilson-Ahlstrom: Local partners and HFLI staff will conduct informational sessions at local middle schools, community organizations, places of worship, and at the school building itself in the year before opening. We will develop a full and broad communication plan on making contact with the community in San Antonio. Our goal is to generate a broad interest base in the community, and to ensure full enrollment in the school beginning in the first year.

~~5. Graciela Sanchez: What is the impact on school districts that are already closing schools?~~

~~Response from Mr. Rios: The intent of the school is to provide educational options for students and their families that might not otherwise exist.~~

Response from Mr. Wilson-Ahlstrom: It is a complicated problem, and one that other urban areas, such as Detroit, are also facing. In addition to providing an educational option for local families, it is our intent to start schools that can be educational resources for the community as a whole. We are committed to having a positive working relationship with local school districts and to sharing any resources that might be helpful to other teachers and schools.

~~6. Jessica Sanchez: Are you going to have more meetings like this?~~

Response from Mr. Wilson-Ahlstrom: This is the only public hearing of this nature, but we plan to initiate in an active community engagement process beginning in the fall, if awarded a charter. We will welcome input from local students, parents and community groups in that process; our desire is to be responsive to the needs and interests of the local community.

~~Page 225 Attachment H- Signed Certified Mail Receipt Cards~~

~~Page 226 SENDER: COMPLETE THIS SECTION COMPLETE THIS M^TIOU OA~~

Complete items 1. 2. and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Isdeliyery address drffgMt from i d Yes If YES.

North East ISO Attn: Dr. Richard A. Middleton, Superintendent 3. SewtceNJgfe _^__ 8961 Tesoro Drive CertifieHjfa^, B&p^ss Mail San Antonio, TX 78217 Registered**"--—-Q Return Receipt for Merchandise D Insured Mail O C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 7QQ1 E510 DDOS 11BH~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-25Q9~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. B. Received by (Printed Narfiti) Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? d Yes 1. Article Addressed to: If YES, enter delivery address below: d No

NorthsidelSD Attn: Dr. John M. Folks, Superintendent 5900 Evers Road San Antonio, TX 78238 Service Type Ba Certified Mail D Express Mail tl Registered D Return Receipt for Merchandise Q Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 7G01 2510 DDGS llflH b2D7~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS di.C.'7/O/.' O,',' DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. x Agent Print your name and address on the reverse Addressee so that we can return the card to you. B. Received by (Printed Name) Attach this card to the back of the mailpiece, or on the front if space permits. D. is delivery address different from item 1 ? ( u /es 1. Article Addressed to: If YES, enter delivery address below: d No

San Antonio ISO Attn: Dr Robert J. Duron, Superintenden' 14! Lavaca Street San Antonio, TX 78210 3. SawiceType ^Certified Mail D Express Mail (D Registered D Return Receipt for Merchandise D Insured Mail D C.O.D.

4. Restricted Delivery? (Extra Fee) IH Yes Article Number (Transfer from service label) QQC& Page 228 PS Form 381 1 , August 2001 Domestic Return Receipt 102595-01-M-2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION Or DELIVERY

Complete items 1 . 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. r*§s different from item 1 *> HI Yes If YES, enter delivery address below: D No

Harlandalc ISD Attn: Dr Guillcrmo Zavala, Jr., Superintendent 102 Gencvieve Street srvice Type San Antonio, TX 78214 "Certified Mail ID Express Mail Registered D Return Receipt for Merchandise Insured Mail d C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number 7QQ1 DDOS (Transfer from service label)~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. B./fieceived hw f Printed Name) Attach this card to the back of the mailpiece, or on the front if space permits. D. fe delivery address different from item 1 ? d Yes 1. Article Addressed to: If YES, enter delivery address below: D No

Edgewood ISD Attn: Richard M. Bocanegra, Superintendent 5358 W Commerce Street 3. Service Type Decertified Maii D Express Mail San Antonio, TX 78237 CH Registered D Return Receipt for Merchandise D Insured Mail CI C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 7001 2S1D DDQS blS3~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D- Is delivery add4ss different from item 1 ? 1. Article Addressed to: If YES, enter delivery address below:

East Centra! ISD Attn: Gary Patterson, Superintendent 6634 New Sulphur Springs Road San Antonio, TX 78263 Swvice Type Ip Certified Mail D Express Mail D Registered D Return Receipt for Merchandise D Insured Mail Q C.O.D.

~~4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 7003. 5510 ODDS 1184 Page 227~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse D Addressee so that we can return the card to you. by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, • or on the front if space permits. D. Is delivery address different from item 1? D Yes 1. Article Addressed lo: If YES. enter delivery address below: O No

South San Antonio ISO Attn: Ronald L. Durbon, Superintendent 2515 Bobcat Lane San Antonio, TX 78224 3. SwviceType B Certified Mail D Express Mail ti Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? fExfra Fee) D Yes

~~2. Article Number (Transfer from service label) 70Q1 2510 0005 llflH~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE TH/S SECTION ON DEL/VERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. ts delivery address different from item 1 ? HI 1. Article Addressed to: If YES, enter delivery address below: Q'No

Southside ISO Attn: Dr Juan A. Jasso, Superintendent 1460 Martinez Losoya Road San Antonio, TX 78221 3. Service Type Jff Certified Mail D Express Mail D Registered D Return Receipt for Merchandise D Insured Mail D C.O.D.

~~4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 7001 5510 DQ05 UflM~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01 -M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THJS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? D Yes 1. Article Addressed to: If YES, enter delivery address below: n No

Southwest ISO Attn: Dr Velma Villegas, Superintendent 11914 Dragon Lane San Antonio, TX 78252 ice Type ertified Mail D Express Mail Registered D Return Receipt for Merchandise D Insured Mail D C.O.D.

~~4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number Page 229 (Transfer from service Jabel) 7001 5510 DQD S Ilfl4~~

~~PS Form 3811. Auaust 2001 Domestic Return Receiot SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2. and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse Addressee so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. Di Is delivery address different from item 1? D Yes 1. Article Addressed to: If YES, enter delivery address below: D No

Judson ISO Attn: Dr Willis Mackey, Superintendent 8012 Shin Oak Live Oak, TX 78233 3. Sjwvice Type p Certified Mail C! Express Mail D Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 70D1 £510 DD05 llflH

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3.-Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the frtfnt if space permits. D. is delivery address different from item 1? DVes 1. Article Addressed to: If YES. enter delivery address below: D No r BEXAR COUNTY ACADEMY ATTENTION; SUPERINTENDENT 20755 GREENFIELD SOUTHFIELD Ml 48075 3. Sarvice Type p Certified Mail P Express Mail G Registered D Return Receipt for Merchandise D Insured Mai) D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 7001 2510 DODS llftH

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D . Is delivery address different from item 1 ? O Yes 1. Article Addressed to: [f YES, enter delivery address below: O No

BROOKS ACADEMY OF SCIENCE AND ENGINEERING ATTENTION; SUPERINTENDENT 3803LYSTERRD 3. SwvtceType SAN ANTONIO TX 78235 P Certified Mail D Express Mail D Registered D Return Receipt for Merchandise D insured Mail D C.O.D.

4. Restricted Delivery? (Extra Fee) O Yes 2. Article Number 7DQL 2510 QQQ5 UfiH fame (Transfer from service label) Page 230 PS Form 3811, August 2001 Domestic Return Receipt SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY

~~• Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired.~~

• ( Print your name and address on the reverse so that we can return the card to you. B,1 Received by (Pr/hiedMsme) ,< • Attach this card to the back of the mailpiece, r\ . / XI I / \ y' o ,.-—S \ or on the front if space permits. D. Is delivery address different from item 1? U Yes If YES, enter delivery address below: d No

GEORGE GERVIN ACADEMY ATTENTION: SUPERINTENDENT 6944 SUNBELT DR SOUTH SAN ANTONIO TX 78218-3336 3. Sen/ice Type ^Certified Mail P Express Mail D Registered D Return Receipt for Merchandise D Insured Mail D c.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 7D01 2S10 0005~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse D Addressee so that we can return the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? d Yes 1. Article Addressed to: If YES, enter delivery address below: D No

GEORGE I SANCHEZ CHARTER HS, SA! ANTONIO BRANCH ATTENTION: SUPERINTENDENT 436 S MAIN Service Type SAN ANTONIO TX 78204 $ Certified Mail O Express Mail n Registered D Return Receipt lor Merchandise D Insured Mail D C.O.D.

~~4. Restricted Delivery? (Extra Fee) D Yes~~

~~2. Article Number (Transfer from service label) 70Q1 2510 OOOS t313~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THfS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1? ffl Yes 1. Article Addressed to: If YES, enter delivery address below: C3 No

HARMONY SCIENCE ACAD (SAN ANTONIO) ATTENTION: SUPERINTENDENT 555 SW LOOP 410 3, S; ice Type SAN ANTONIO TX 78227 Certified Mail D Express Mail Q Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes esio DDOS uai Page 231 PS Form 3811. August 2001 Domestic Return Receipt 102595-01 -M-2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS iE>L riOfi CA' rd/VtY.

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from Herri 1? D Yes 1. Article Addressed to; If YES, enter delivery address below: d No

HIGGS CARTER KING GIFTED & TALENTED CHARTER ACADEMY ATTENTION: SUPERINTENDENT 511 FREDER1CKSBURG ROAD 3. Service Type SAN ANTONIO TX 78218-0854 P Certified Mail CD Express Mail d Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 70D1 2510 DDOS~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-S509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. Agent Print your name and address on the reverse x>" Addressee so that we can return the card to you. C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. - D. Is delivery address different from item 1? D Yes 1, Article Addressed to: If YES, enter delivery address below: D No

JUBILEE ACADEMIC CENTER ATTENTION: SUPERINTENDENT 4434 ROLAND SAN ANTONIO TX 78222 3. Seo/ice Type tZTCertified Mail D Express Mail D Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. D Yes

~~PS For. ,02595-01 -M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on trie reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1? D Yes 1. Article Addressed to: If YES, enter delivery address below: D No

KIPP ASPIRE ACADEMY ATTENTION: SUPERINTENDENT 735 FREDER1CKSBURG RD SAN ANTONIO TX 78201 3. am/ice Type EfCertified Mail D Express Mail n Registered D Return Receipt for Merchandise Q Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 7001 aSID DQOS 232 PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M- 2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailptece, or on the front if space permits. D. Is delivery address different from item 1 ? P Yes 1. Article Addressed to: If YES. enter delivery address below d No

LA ESCUELA DE LAS AMERICAS ATTENTION: SUPERINTENDENT 2300 W COMMERCE STli 200 SAN ANTONIO TX 78207 3. Service Type gf Certified Mail D Express Mail P Registered D Return Receipt for Merchandise D Insured Mail D C.O.D.

~~4. Restricted Delivery? (Extra Fee) P Yes~~

~~2. Article Number (Transfer from service fabe/J 7DD1 2510 DDOS Ufl4 b30b~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-3509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Agent Print your name and address on the reverse Addressee so that we can return the card to you. 6. Received by f Printed Name) Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? P Yes 1. Article Addressed to: It YES, enter delivery address below. P No

LIGHTHOUSE CHARTER SCHOOL ATTENTION: SUPERINTENDENT 2718 FRONTIER DR SAN ANTONIO TX 78227 3. SwrviceType P Certified Mail P Express Mail D Registered D Return Receipt for Merchandise D Insured Mail P C.O.D. 4. Restricted Delivery? (Extra Fee) P Yes

~~2. Article Number (Transfer from service label) 7001 2S10 0005 llflH b375~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. B. Received py (Printed Name) Attach this card to the back of the mailpiece, or on the front if space permits. 0 . Is delivery address different from item 1 ? CH Yes 1. Article Addressed to: If YES, enter delivery address below: P No

NEW FRONTIERS CHARTER SCHOOL ATTENTION: SUPERINTENDENT 40I8SPRESAST SAN ANTONIO TX 78223 So/vice Type p Certified Mail P Express Mail U Registered P Return Receipt for Merchandise P Insured Mail P C.O.D.

~~4. Restricted Delivery? (Extra Fee) Yes~~

~~Article Number (Transfer from service label) 7QQ1 5510 OQQ5 1164~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2. and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1? U Yes If YES, enter delivery address below. P No

FOR VIDA ACADEMY ATTENTION: SUPERINTENDENT 1135 MISSION RD SAN ANTONIO TX 78210-4598 3. Service Type ified Mail D Express Mail Registered P Return Receipt for Merchandise Q Insured Mail D G.0.0. 4. Restricted Delivery? (Extra Fee) P Yes

~~Article Number (Transfer from service label) 7QQ1 2510 OQ05 Ilfl4~~

~~PS Form 3811, August 2001 Domestic Return Receipt 1G2595-01-M-25Q9~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse D Addressee so that we can return the card to you. B. Received by (Printed Name) Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? D Yes 1. Article Addressed to: If YES, enter delivery address below: P No

SAN ANTONIO CAN HIGH SCHOOL ATTENTION; SUPERINTENDENT 1807 CENTENNIAL AVE SAN ANTONIO TX 78211 3. SaijviceType P'Certified Mail P Express Mail P Registered P Return Receipt for Merchandise P Insured Mail P C.O.D. 4. Restricted Delivery? (Extra Fee) P Yes

~~2. Article Number (Transfer from service label) 7QQ1 2510 OQ05 1184 b337~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Stgqature item 4 if Restricted Delivery is desired. P Agent Print your name and address on the reverse Aw D Addressee so that we can return the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? P Yes 1. Article Addressed to: If YES, enter delivery address below: d No

SAN ANTONIO SCHOOL FOR INQUIRY & CREATIVITY ATTENTION: SUPERINTENDENT 4616 SAN PEDRO STE 104 3. Sasyice Type SAN ANTONIO TX 78212 Decertified Mail D Express Mail P Registered P Return Receipt for Merchandise Q Insured Mail P C.O.D.

~~4. Restricted Delivery? (Extra Fee) P Yes 2. Article Number E51Q QOQS 1 1 5 M b 3 If 4 (Transfer from service labe Page 234~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. D. 13 delivery address different from item 1. Article Addressed to: It YES. enter delivery address below.

SCHOOL OF EXCELLENCE IN EDUCATION ATTENTION: SUPERINTENDENT 1826 BASSE RD 3. Sep/ice Type SAN ANTONIO TX 78213-4606 SrCertified Mail ,D Express Mail IP Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) n Article Number 7001 2510 QODS llflH (Transfer from service label) PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. Agent Print your name and address on the reverse D Addressee so that we can return the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. ^ +. D. Is delivery address different from item 1 ? D Yes 1. Article Addressed to If YES, enter delivery address below: D No

SCHOOL OF SCIENCE AND TECHNOLOGY ATTENTION: SUPERINTENDENT 1450 NE LOOP 410 3. Sacvice Type SAN ANTONIO TX 78209 ^Certified Mail D Express Mail D Registered CD Return Receipt for Merchandise D Insured Mail D C.O.D, 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number (Transfer from service label) 7DD1 25iQ OQQS 1184 PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509~~

~~SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. x D Agent Print your name and address on the reverse D Addressee so that we can return the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery addresS-eWrerent from item 1? D Yes 1, Article Addressed to: If YES, enter delivery address below: D No

SOUTHWEST PREPARATORY SCHOOL ATTENTION: SUPERINTENDENT 1258 AUSTIN HWY SAN ANTONIO TX 78209-4820 3. Service Type Iff Certified Mail D Express Mail D Registered Q Return Receipt lor Merchandise D Insured Mail D C.O.D.

~~4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number 235 (Transfer from sen/ice labe, 7Q01 5510 QQ05 UfiH Page~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-25Q9 SENDER: COMPLETE THIS SECTION COMPLETE THJS SECTION ON DELIVERY~~

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse X D Addressee so that we can return the card to you. B. Received by (Printed Name) C, Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1? d Yes 1. Article Addressed to: II YES, enter delivery address below. d No

GUARDIAN ANGEL PERFORMANCE ARTS ACADEMY ATTENTION: SUPERINTENDENT 5063 RIGSBY BUILDING #1 3, Service Type SAN ANTONIO TX 78222 p Certified Mail D Express Mail D Registered D Return Receipt for Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes

~~2. Article Number {Transfer from service label) ?oai oaos List~~

~~PS Form 3811, August 2001 Domestic Return Receipt 102595-01 -M-2509~~

~~U.S. Postal Service CERTIFIED MAIL RECEIPT (Domestic Mail Only; No insurance Coverage Provided)~~

~~Return Receipt Fee (Endorsement Required)~~

~~Restricted Delivery Fee (Endorsement Required)~~

~~GUARDIAN ANGEL PERFORMANCE ARTS ACADEMY ATTENTION: SUPERINTENDENT 5063 RIGSBY BUILDING #1 SAN ANTONIO TX 78222~~

~~U.S. Postal Service CERTIFIED MAIL RECEIPT (Domestic Mail Only; No insurance Coverage Provided)~~

~~ru Sent R> GUARDIAN ANGEL PERFORMANCE~~

Street Apt. ~No ARTS ACADEMY or PO BO* NO. ATTENTION; SUPERINTENDENT '&*;-&£ ZIP 5063 RIGSBY BUILDING #1 SAN ANTONIO TX 78222 Page 236 SENDER: COMPLETE THIS SECTION COMPLETE THIS SECTION ON DELIVERY

Complete items 1, 2, and 3. Also complete A. Signature item 4 if Restricted Delivery is desired. D Agent Print your name and address on the reverse X D Addressee so that we can return the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is delivery address different from item 1 ? D Yes 1. Article Addressed lo: If YES, enter delivery address below: Q No

SAN ANTONIO TECHNOLOGY ACADEMY ATTENTION: SUPERINTENDENT 6655 FIRST PARK TEN BLVD STE 110 3. SyviceType SAN ANTONIO TX 78213 £j Certified Mail D Express Mail n Registered D Return Receipt lor Merchandise D Insured Mail D C.O.D. 4. Restricted Delivery? (Extra Fee) D Yes 2. Article Number (Transfer from service label) 7D01 2S1D QOD5 llflf PS Form 3811, August 2001 Domestic Return Receipt 102595-01-M-2509

~~U.S. Postal Service CERTIFIED MAIL RECEIPT (Domestic Mail Only; No Insurance Coverage Provided)~~

~~Return Receipt Fee (Endorsement Required) Restricted Delivery Fee (Endorsement Required)~~

~~Total Postage & Fees SAN ANTONIO TECHNOLOGY ACADEMY ATTENTION; SUPERINTENDENT 6655 FIRST PARK TEN BLVD STE 110 SAN ANTONIO TX 78213~~

~~U.S. Postal Service CERTIFIED MAIL RECEIPT (Domestic Mail Only; No Insurance Coverage Provided)~~

~~CD <-=t Total Postage & Fees un Sent To SAN ANTONIO TECHNOLOGY ru ACADEMY ATTENTION: SUPERINTENDENT O 6655 FIRST PARK TEN BLVD STE 110 r- SAN ANTONIO TX 78213~~

~~Page 237 Attachment I- Audit Report~~

~~Page 238 Henry Ford Learning Institute Dearborn, Michigan~~

~~FINANCIAL STATEMENTS~~

~~December 31,2006~~

~~239 Henry Ford Learning Institute~~

~~TABLE OF CONTENTS~~

~~Page~~

~~INDEPENDENT AUDITOR'S REPORT 1~~

~~FINANCIAL STATEMENTS~~

~~Statement of Financial Position 2~~

~~Statement of Activities 3~~

~~Statement of Functional Expenses 4-5~~

~~Statement of Cash Flows 6~~

~~Notes to Financial Statements 7-9~~

Page 240 Dale J. Abraham, CPA ggSSSgg East Lansing, Ml 48823 MichaelT. Gaffney, CPA g^g g^^^S [517)351-6836 Aa7oenM ™'SC ABRAHAM& GAFFNEY, RC FAX: [517) 35'-6837 Eric J. Glashouwer, CPA Certified Publjc Accountants

~~INDEPENDENT AUDITOR'S REPORT~~

~~To the Board of Directors Henry Ford Learning Institute Dearborn, Michigan~~

We have audited the accompanying statement of financial position of the Henry Ford Learning Institute as of December 31, 2006, and the related statements of activities, functional expenses, and cash flows for the year then ended. These financial statements are the responsibility of the Henry Ford Learning Institute's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Henry Ford Learning Institute as of December 31, 2006, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~ABRAHAM & GAFFNEY, P.O. Certified Public Accountants~~

~~November 13, 2007~~

~~East Lansing • 'ills • St. Johns Page 241 Henry Ford Learning Institute~~

~~STATEMENT OF FINANCIAL POSITION~~

~~December 31, 2006~~

~~ASSETS Current assets Cash and cash equivalents $ 2,478,041~~

~~Fixed assets, net of accumulated depreciation 9,007~~

~~TOTAL ASSETS $ 2,487,048~~

~~LIABILITIES Current liabilities Accounts payable 257,142 Accrued liabilities 19.979~~

~~Total current liabilities 277,121~~

~~Noncurrent liabilities Accrued liabilities 9.895~~

~~TOTAL LIABILITIES 287,016~~

~~NET ASSETS Unrestricted 2,200,032 Temporarily restricted~~

~~TOTAL NET ASSETS 2.200,032~~

~~TOTAL LIABILITIES AND NET ASSETS 2,487,048~~

~~See accompanying notes to the financial statements~~

~~Page 242 Henry Ford Learning Institute~~

~~STATEMENT OF ACTIVITIES~~

~~Year Ended December 31, 2006~~

~~Temporarily Unrestricted Restricted Total~~

Support and revenue Ford Gateway grant $ 2,053,276 $ $ 2,053,276 Gates Foundation grant 464,820 - 464,820 Chicago Public Schools grant 2,500 - 2,500 Contribution in-kind 10,800 - 10,800 Investment income 57,465 - 57,465 Net assets released from restrictions 482,753 (482,753) -0

~~TOTAL SUPPORT AND REVENUE 3,071,614 (482,753) 2,588,861~~

~~EXPENSES Program services Learning Partnership and Education Collaberations 836,810 836,810 Supporting services Management and general 115,060 - 115,060 Fundraising 94,141 94,141~~

~~TOTAL EXPENSES 1 ,046,01 1 -0 1,046,011~~

~~CHANGE IN NET ASSETS 2,025,603 (482,753) 1 ,542,850~~

~~Net assets, beginning of year 174,429 482,753 657,182~~

~~Net assets, end of year $ 2,200,032 $ -0 $ 2,200,032~~

~~See accompanying notes to the financial statements.~~

~~Page 243 Henry Ford Learning Institute~~

~~STATEMENT OF FUNCTIONAL EXPENSES~~

~~Year Ended December 31, 2006~~

~~Program Service Supporting Service Learning Partnership and Education Management Collaborations and General Fundraising~~

~~Labor charges $ 351,117 $ 48,279 $ 39,501 Labor related expenses and fringe benefits 61,710 8,485 6,942~~

~~Total labor charges and related expenses 412,827 56,764 46,443~~

Professional fees/contracted services 286,233 39,357 32,201 Supplies 5,615 772 632 Communications 6,176 849 695 Postage and shipping 684 94 77 Printing 8,478 1,166 954 Rent 8,640 1,188 972 Travel, meals, and lodging 88,744 12,202 9,984 Equipment rental, repairs, and purchases 9,373 1,289 1,054 Training and professional development 506 70 57 Miscellaneous 7,690 1,055 865

~~Total expenses before depreciation 834,966 114,806 93,934~~

~~Depreciation 1,844 254 207~~

~~TOTAL EXPENSES $ 836,810 $ 115,060 $ 94,141~~

~~See accompanying notes to the financial statements~~

~~Page 244 Total~~

~~438,897 77,137~~

~~516,034~~

~~357,791 7,019 7,720 855 10,598 10,800 110,930 11,716 633 9,610~~

~~1,043,706~~

~~2.305~~

~~1,046,011~~

~~Page 245 Henry Ford Learning Institute~~

~~STATEMENT OF CASH FLOWS~~

~~Year Ended December 31, 2006~~

CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets S 1,542,850 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 2,305 Increase in accounts payable 88,750 Increase in accrued liabilities 29,874

~~NET CASH PROVIDED BY OPERATING ACTIVITIES 1,663,779~~

~~CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (2,059)~~

~~NET INCREASE IN CASH AND CASH EQUIVALENTS 1,661,720~~

~~Cash and cash equivalents, beginning of year 816,321~~

~~Cash and cash equivalents, end of year $ 2.478,041~~

~~See accompanying notes to the financialstatement*1~~

~~246 Henry Ford Learning Institute~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~December 31,2006~~

~~NOTE A: DESCRIPTION OF INSTITUTE AND BASIS OF PRESENTATION~~

Henry Ford Learning Institute was organized in 2000 as a nonprofit corporation to create innovative small schools and hands on learning programs that leverage a wide range of local resources to create thriving communities where education is everyone's responsibility.

~~The Institute operates under an appointed Board of Directors and an Executive Director. The Institute's revenue is generated from private contributions.~~

~~BASIS OF PRESENTATION~~

Under Statement of Financial Accounting Standards (SFAS) No. 117, Financial Statements of Wof-For-Profff Institutes, the Institute is required to report information regarding its financial position and activities according to three (3) classes of net assets (unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets) based upon the existence or absence of donor-imposed restrictions.

In accordance with SFAS No. 116, Accounting for Contributions Received and Contributions Made, contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions.

~~NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~The following is a summary of the significant accounting policies of the Henry Ford Learning Institute.~~

Basis of Accounting - Basis of accounting refers to when revenues and expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made regardless of the measurement focus applied.

The financial statements of the Institute are accounted for using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America for nonprofit organizations.

Cash and Cash Equivalents - Cash and cash equivalents consist of checking, money market, and auction market accounts. The Institute considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Fixed Assets - Equipment acquired by the Institute is stated at cost with items capitalized at a unit cost of $1,000 or greater. Depreciation is provided using the straight-line method over the useful lives of the respective assets, which range from 5 to 10 years. AH fixed assets were purchased with grant funds.

Compensated Absences - In accordance with the personnel policies of the Institute, individual employees have vested rights upon termination of employment to receive payment for unused vacation under formulas and conditions specified in the policies. This liability including the related payroll taxes is recorded in the financial statements as of December 31,2006, in the amount of $13,193.

Income Taxes - Henry Ford Learning Institute is a nonprofit corporation and has been granted exemption from income taxes under Section 501(c)(3) of the Internal Revenue Code. The Institute is not classified as a private foundation.

Contributions - All contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or restricted by the donor for specific purposes are reported as temporarily restricted support that increases those net asset classes. When a temporary restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions.

~~Page 247 Henry Ford Learning Institute~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~December 31,2006~~

~~NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED~~

Contributed Use of Facilities - The office space used for the administration and advancement of the Institute's mission are provided free of charge by the Henry Ford Museum and Greenfield Village. The Statement of Activities reflects a contribution received and facilities rental expense in the amount of $10,800.

Allocated Costs - Certain costs of the Institute have been allocated to program or supporting service activities. Salaries and related expenses have been allocated to the activities based upon an estimated allocation of 80% program, 11% management and general, and 9% fundraising. Management and general expenses include those not directly identifiable with any specific function, but provide for the overall support and direction of the Institute.

Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.

Comparative Data - Comparative data for the prior year has not been presented in the accompanying financial statements since its inclusion would make the statements unduly complex and difficult to read.

~~NOTE C: CONCENTRATION OF CREDIT RISK~~

The Institute has cash and cash equivalents with financial institutions in the amount of $2,378,041 that are not federally insured due to the nature of the financial instruments that were purchased having greater than the FDIC limits on deposit at a particular bank.

~~NOTE D: FIXED ASSETS~~

~~The following is a summary of the changes in fixed assets for the year ended December 31, 2006:~~

~~Balance Balance Jan. 1.2006 Additions Deletions Dec. 31.2006~~

~~Equipment $ 13,687 $ 2,059 $ $ 15,746 Less: accumulated depreciation ( 4.434 ) ( 2.305 ) : f 6.739)~~

~~NOTEE: SIGNIFICANT TRANSACTIONS~~

A substantial portion of the Institute's activities involve transactions with the Henry Ford Museum and Greenfield Village. The following significant transactions occurred during the year ended December 31, 2006:

The Institute is provided office space and has its accounting functions handled by the Henry Ford Museum and Greenfield Village {The Henry Ford). The Henry Ford provides payroll, benefits administration, tax filing, and other administrative activities for the Institute, and on occasion bills the Institute for such costs. There is no formal agreement between the parties.

The Institute is reporting through its books the costs of curriculum dissemination activities for Ford Motor Company Fund's (Fund) educational program called the Ford Partnership for Advanced Studies (PAS). A licensing agreement between the Institute and the Fund exists that grants the ability to identify and disseminate to suitable K 12 public education entities the PAS curriculum for the purposes of supporting educational innovations in public schools across the country. The Institute bills the Fund for its costs to disseminate the PAS program and includes a 10% administrative fee.

~~Page 248 Henry Ford Learning Institute~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~December 31,2006~~

~~NOTE F: RELIANCE ON FUNDING SOURCES~~

The Institute receives a substantial amount of its support from private grants. A significant reduction in the level of this support, if it were to occur, would have an effect on the Institute's programs and activities.

~~Page 249 Attachment J - Credit Report~~

~~Pace 250~~

~~COPYRIGHT MATERIAL~~

~~2 pages have been withheld~~

~~Attachment K - IRS 990 Filing~~

~~Page 253~~

*990 FORM* PAGES 187-228 = 42 PAGES UNDER SECTION 6103 & 6104 OF U.S. CODE TITLE 26 42 PAGES HAVE BEEN WITHHELD

~~Attachment L - Documentation Verifying All Sources of Funding~~

~~Page 295 HENRV FORD LEARNING INSTITUTE~~

~~CREATING PUBUIC SCHOOLS IN PUBLIC SPACES~~

~~February 28, 2008~~

~~Texas State Board of Education Chairman Don McLeroy 1701 N. Congress Avenue Austin, Texas 78701~~

~~Dear Chairman McLeroy,~~

~~It is with great pleasure that we inform you of our work to bring a Henry Ford Academy to the great state of Texas and the San Antonio community.~~

Over ten years ago, the original Henry Ford Academy came together to address the educational inequities present in the Detroit area through an unprecedented partnership between public education (Wayne County Regional Education Service Agency), a major cultural and community institution (The Henry Ford Museum & Greenfield Village), and a global corporation (Ford Motor Company). The original Henry Ford Academy in Dearborn has been widely acclaimed for its success in developing a diverse urban student body into future leaders prepared for college success and with the new skills required to succeed in the 21st century global workforce. To date the original Henry Ford Academy has produced 6 graduating classes with 99% of last year's class accepted to college. This partnership model forms the basis for our expansion to Chicago, Detroit, and now, Texas. We have agreed to partner again with Ford Motor Company, and in collaboration with The Alameda National Center for Latino Arts and Culture and other San Antonio based cultural organizations, we have developed this application for a charter school as part of the Texas Fourteenth Generation Open-Enrollment Charter process,

As part of our work to develop a locally adapted and locally governed Henry Ford Academy for the San Antonio community, we are pleased to announce that HFLI has secured significant funding from the Ford Motor Company Fund to be used toward the creation of Henry Ford Academy: San Antonio. We commit to these funds being available to HFA: San Antonio upon successiul approval of the charter school by the SBOE and upon execution of a network services agreement between the governing body of the school and HFLI, the sponsoring entity. Up to $250,000 of funding will be directed to early exploration and planning activities for the start-up of the school. Another $1,000,000 of matching funds can be used to renovate or construct facilities and provide for the school's fixed assets and equipment.

~~We are honored to participate in this process and hope to take part in improving educational opportunities for the children in Texas.~~

~~Sincerely,~~

~~Deborah Parizek Executive Director, Henry Ford Learning Institute~~

20900 OAKWOOD BLVD, Di Page 296 C 48124 PHONE 313-982-6027 2O9OO OAKWOOD BLVL J. Ml 4-S124 >- f 313-982-SO27 Ford Motor Company Fund World Headquarters - PO Box 189S One American Road Februarc u y 28oo , 200onn8o Dearborn, Ml 48126-2701 USA

~~Texas State Board of Education Chairman Don McLeroy 1701 N. Congress Avenue Austin, Texas 78701~~

~~Dear Chairman McLeroy,~~

~~It is my distinct pleasure to submit this letter supporting the proposed Henry Ford Academy: San Antonio, an applicant school in the Texas Fourteenth Generation Open-Enrollment Charter program.~~

The Ford Motor Company Fund's commitment to education is clear in its dedication to and long-term support of the Henry Ford Academy model. The Ford Fund began its investment in 1996 as we built a vision for the original Academy in Dearborn, Michigan, with our partners The Henry Ford and Wayne County (MI) Public Schools. In addition to significant financial support, the Ford Fund provided resources in the form of loaned executives during the planning and start-up activities. The Ford Fund continues its involvement at Henry Ford Academy: Dearborn by providing employees to work with teachers to make classroom lessons come alive, two executives who serve on the Academy's Board of Directors, and support in the areas of public relations, community relations and fundraising.

Ford Fund has continued its ongoing support for the Henry Ford Academy by providing funding and human resource assistance to the Henry Ford Learning Institute (HFLI) to assist in its work to build a national network of Henry Ford Academy public charter schools. HFLI was started by Ford Fund and The Henry Ford in order to build this network of schools in selected communities across the nation. We are proud that HFLI is collaborating with prominent cultural organizations in San Antonio, including The Alameda National Center for Latino Arts and Culture, to create Henry Ford Academy: San Antonio.

More specifically, Ford Fund has provided funding to HFLI to support the first three Henry Ford Academy replication efforts in Chicago, Detroit, and hopefully, San Antonio Texas. This grant from Ford Fund will allow HFLI to commit up to $1,250,000 to Henry Ford Academy: San Antonio upon successful approval of the charter application by the SBOE and upon execution of a network services agreement between the governing body of the school and HFLI, the sponsoring entity. Up to $250,000 of this funding can be used to support the school's start up activities and up to $1,000,000 can be used to renovate or construct facilities and provide for the school's fixed assets and equipment.

~~We are excited and honored to continue planning for the first Henry Ford Academy in Texas. If I may provide additional information, please contact me at 313.248.6833.~~

~~Sincerely,~~

~~Mike Schmidt Director of Education and Community Development, Ford Motor Company Fund Chairman, Henry Ford Learning Institute Page 297 L APPROVED DURING CONTINGENCY PROCESS LEARNING INSTITUTE~~

Mr. Fred Tracy April 29,2009 Texas Education Agency William B. Travis Building 1701 N. Congress Ave. LI Austin, Texas 78701 Subject: Grants to Henry Ford Academy in San Antonio from Henry Ford Learning Institute

~~Dear Mr. Tracy,~~

We are pleased to confirm the following grant funds that Henry Ford Learning Institute (HFLI) has raised on behalf of Henry Ford Academy: Alameda School for Art + Design in San Antonio. These funds are as follows:

$250,000 of unrestricted start-up support from HFL! through the Ford Motor Company Fund*

~~$400,000 of start-up and early operations support from HFLI through the Bill & Melinda Gates Foundation~~

*The Ford Fund grant has a 3:1 match requirement; that match has been met through additional fundraising that HFLI and Henry Ford Academy: Alameda School for Art + Design have worked together to garner.

HFLI will continue to support Henry Ford Academy: ASAD with ongoing local and national fundraising efforts. HFLI will also provide a range of services to ensure an effective start. These services include:

Comprehensive planning, charter preparation, Comprehensive curriculum materials with and start-up assistance integration of local resources and content National and local fundraising Access to intellectual property, and use of the Recruiting, hiring, and benefits assistance HFA and HFLI brands Principal and teacher leadership development Technical assistance as necessary (financial, legal, accounting, payroll/benefits, etc.) Ongoing, customized professional development A toolkit of operational documents and An annual leadership and school improvement recommended internal processes summit for all Henry Ford Academies Data evaluation and assessment support Corporate, community, and cultural institution partnership development Research assistance Community Engagement Process Customized advisory assistance as needed • The annual Network Accreditation Process We are excited to expand the HFLI network of schools through Henry Ford Academy: ASAD and to help bring a world-class education option to San Antonio families. Thank you for your assistance.

~~Sincerely, /• f •~~

~~Mike Schmidt, Chairman~~

~~2O9OO OAKWOOD BLVD, DEARBORN, Ml 48124 *«• 313-982-6O27 313-982-6218 07/08/2009 03:29 FAX 0002/027~~

APPROVED DURING CONTINGENCY PROCESS Mr. Mike Schmidt Vice Chairman, Henry Ford Learning Institute Director, Community Development & Education Ford Motor Company P.O. Box 1935 Dearborn, MI 48121-1935 Re: Grant Number Dear Mr. Schmidt: The Education Division of the Bill & Melinda Gates Foundation (the "Foundation") is pleased to award the Henry Ford Learning Institute ("HFLI") a project support grant in the amount of $3,000,000.00 for the period from October 1, 2006 to September 30,2010. The purpose of the grant is to develop five schools in urban, disadvantaged communities, as described in your proposal narrative and budget (the "Project"), dated September 18, 2006. Tax-Exempt Status. You have confirmed that The Henry Ford Learning Institute is exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code of 1986 and is not a private Foundation. We ask that you advise us immediately if there is any change in your organization's status as public charity. By signing this agreement, you confirm that accepting the grand funds will not jeopardize your organization's status as a public charity for federal tax purposes. Use of Grand Funds. You agree t use the grant funds only for the Project described in your propel. Grant funds may not be used for lobbying. We encourage you to deposit the grant funds in an interest-bearing account and require that you apply any interest earned to the purpose of the grant. Any portion of the grant funds unexpended or uncommitted at the end of the grant period will revert to the Foundation. Any increases or decreases to any budget line of more than 10% must be approved by your program officer at the Foundation in advance and in writing. Investment of Grant Funds. All unspent or uncommitted grant funds must be invested in highly liquid investments (such as an interest-bearing bank account) with the primary objective of preservation of principal so that they remain available for the funding of the Project in the manner described in the Proposal. Any interest or other income generated by the grant funds, including currency conversion gains, must be applied to the charitable purposes of the Project. Payment of Grand Funds. The Foundation will disburse grant funds to you via check or wire transfer in one or more installments upon the Foundation's receipt of this Grant Agreement signed by an authorized officer of your organization, and upon the satisfactory completion by you of all the terms and conditions, including any performance milestones, contained in this Grant Agreement or in the Proposal according to the following schedule: 07/08/2009 09:29 FAX 0003/027

~~APPROVED DURING CONTINGENCY PROCESS~~

~~Payment Payment Contingent on Due by Date Amount~~

Dec-06 $464,820 Receipt of signed grant aRreement 20-Nov-06 Apr-07 $1,048,870 Approval of Progress & Expenditures/Budget l-Mar-07 Reports Apr-08 $1,486,310 Approval of Progress & Expenditures/Budget l-Mar-08 Reports Final Narrative & Financial Report for l-Nov-09 expenditures

Reporting. You agree to submit a full and complete report to the Foundation, as specified above, on the use the grant funds and your progress made toward achieving the goals of the grant. At any time, you may choose to view and print the reporting guidelines, along with a financial reporting worksheet, at our grantee website: www. gatesfbundation .ort^/ed ucati on/edextranct. Please note that these guidelines will be updated from time to time, and that the procedures for submitting reports are also subject to change. Consequently, the Foundation will send an email reminder to the primary contact on the grant prior to your report due date and will include further instructions to assist in the preparation and submission of the report. Reports should be submitted electronically to edu.rcport5fgiiiatBsfoundarioa.ora. Record Maintenance & Inspection. You agree to maintain adequate records for the Project to enable the Foundation to easily determine how the grant funds were expended. You also agree to make your books and records available for inspection by the Foundation or its designer at reasonable times and permit us to monitor and conduct and evaluation of operations under this grant, which may include; a visit by our personnel or our designee to observe your organization, a discussion of the Project with your organization's staff, and a review of financial and other records connected with this grant and the Project. Compliance. If: (a) the Foundation is not reasonably satisfied with your progress on the Project or the content of any written report from you regarding the Project, or (b) you fail to comply with any term of condition of this Grant Agreement, the Foundation has the right at its discretion to terminate the grant and/or discontinue funding the Project. Upon termination, if requested by the Foundation, you agree to promptly return to the Foundation any unspent and uncommitted grant funds (as of the date of termination) previously distributed to you by the Foundation for the Project, The Foundation also reserves the right to withhold funds or terminate this Grant Agreement if significant leadership or other changes occur that the Foundation believes may threaten the Project outlined in the Proposal. Evaluation. The Foundation values primary research on the programs funded through its initiatives; Accordingly, you agree to inform the Foundation of any independent or self-directed evaluation or research you undertake with respect to this Project and to provide to the Foundation copies of any reports and findings from the evaluation or research. In addition, if requested, you agree to allow, and in some cases facilitate, the Foundation's evaluation contractor to implement a 07/08/2009 03:30 FAX 0004/027

APPROVED DURING CONTINGENCY PROCESS plan for the analysis of this project, The Foundation or its evaluation partners will notify you in writing of your inclusion hi any research project If you are selected to participate in Foundation-sponsored research, you agree to adhere to the following terms to the extent requested: 1. Identify an on-site evaluation coordinator who will serve as contact for Foundation-led evaluation activities; 2. Allow, coordinate, and facilitate the collection of data requested by the Foundation's evaluation contractor; 3. Permit the dissemination of evaluation and research findings under the terms negotiated by you and the Foundation's evaluation partners; and 4. Whenever appropriate, the Foundation's evaluation contractor will provide protections and assurances by all participants who provide samples of work and/or comments in interviews, as requested by the contractor, Milestone!. In order for a progress report to be deemed satisfactory, you must demonstrate meaningful progress against the specific agreed-upon milestones as described in the Proposal and/or as set forth below: 1. The principal for the Chicago school - hired by July 1,2007 2. The local Site Planning Director for Chicago - hired by February l", 2007; 3. Th Directoe r of Education, Instructional Coach, and Director of Fund Development for HFLI -hired by March of 2007; 4. The Deputy Director of Instruction/ProfcssionaJ Development and the Director of Network Development - hired by March of 2008. The foregoing list is not intended to be a complete statement of all milestones that you are required to achieve and you acknowledge that additional milestones may be contained in the Proposal.

Intellectual Property Public Access You will make the results of the Project available to the public (i) on hard copy media free of charge (other than minimal processing and shipping costs) and/or (ii) for free access and use via an Internet site, which you will use reasonable efforts to have listed with major Internet search engines.

Sub-Grants & Subcontracts. Your proposal indicates a portion of the grant funds will be paid to sub-grantees and/or subcontractors to assist in the completion of this project. The Foundation makes no determination about the sub-grantees or subcontractors you choose and will not oversee their respective activities. Therefore, no implication should be made to investors, media or the general public that the Foundation supports the activities of any sub-grantee or subcontractor. The Foundation requires that you include this stipulation in any agreements or contracts with sub- grantees and subcontractors you engage to complete components outlined in the approval budget. Entire Agreement; Amendment. This Grant Agreement constitutes our entire agreement and supersedes any prior oral or written agreements or communications between us regarding its subject matter. The provisions of this Agreement are severable so that if any term of provision is 07/08/2009 09:30 FAX @005/027

APPROVED DURING CONTINGENCY PROCESS found for any reason to be invalid, illegal, or unenforceable, such finding shall not affect the validity, construction, or enforceability of any remaining term or provision. This Grant Agreement may be amended or modified only by a mutual written agreement of die parties.

Grant Announcement and Public Reports. The Foundation will include information on this grant in our periodic public reports and may make information about this grant public at any time on its web page and as part of press releases, public reports, speeches, newsletters, and other public documents. If you wish to issue a press release or report announcing this grant, or otherwise use the Foundation's name or logo, please contact Eli Yim at 206-709-3309 or eli.vimfagBtcsfoundation.ar<> at least two weeks before the desired announcement date. The Foundation must provide advance approval of the press release and the dote of release. The Foundation requests an opportunity to review and comment on subsequent press releases that are directly related to the grant If this letter correctly describes your understanding of the terms of this grant, please sign both copies of this letter and return one to Alyson Lara, Grants Administrator, Education at the Foundation. Please keep the other copy for your records. If you have questions, please contact Alyson at alyson.larafSigatesfoundation.org or 206-709-3578.

~~On behalf of the Foundation, may I extend every good wish for the success of your work. Sincerely,~~

~~(v» email)~~

~~Diane de Ryss Director of Operations, U.S. Program~~

~~The Henry Ford Learning Institute agrees to the terms of this grant as set forth in the grant agreement.~~

Mr. Mike Schmidt Date Vice Chairman, Henry Ford Learning Institute APPROVED DURING Henry Ford Learning Institute CONTINGFNrY PRHPF^C Audit Contingency Issues for Resolution ^UINI' • l ^tN<~T KKULbbb Attachment L) Documentation Verifying All Sources of Funding

Confirmed Funding: Ford Motor Company has been in Texas for almost a century, and will be there for another century. Ford has provided more than $22 million to Texas charities over the past eight years, including more than $5 million to The Alameda National Center for Latino Arts and Culture. As proof of Ford's continued commitment to education in San Antonio, the Ford Motor Company Fund has granted the Henry Ford Academy in San Antonio $250,000 for planning and $1 million as a facilities challenge grant.

In the context of the charter application and this effort to resolve all audit contingencies, is it impossible for us to list the specific leads we already have for raising operational funding. At this point we must keep our donor list confidential but are happy to share specific names once funding is confirmed. We can share the following leads:

• Texas Charter School Grant: The school is eligible for $450,000 from the Texas Education Agency for the charter school program grant. Submission of this grant proposal is pending the resolution of all charter contingencies and the assignment of a Texas school code.

• Bill & Melinda Gates Foundation: We are discussing potential funding options through the Bill & Melinda Gates Foundation for our San Antonio school. A conference call with Gates Seattle staff and Texas staff is scheduled for April 28 during which the opportunity for H FLI to use one of it $400,000 grants for the San Antonio will be discussed. If approved by Gates the $400,000 will be available to HFA: Alameda School for Art + Design.

• Texas High School Project: The program officer for New and Charter Schools of the Texas High School Project visited San Antonio and met with school and partner staff in early March. Potential funding opportunities are expected to be announced in early summer and HFA: Alameda School for Art + Design will be among those schools contacted to apply.

• Th Waltoe n Family Foundation no longer supports individual charter schools or districts in Texas. You may reference their web site to confirm this [http://www.waltonfamilyfoundation.org/forgrantseekers/instructions.aspftdistricts].

~~Ensuring Expenses Do Not Exceed Revenue In the event that the anticipated philanthropy does not materialize, we will aggressively manage our costs to ensure that the school has a balanced budget.~~

Given this commitment, we go through budget scenario planning. For Henry Ford Academy: Alameda School for Art + Design we have identified $1.1 million over three years in potential cuts without sacrificing student services or potential success. This would cover the entire amount of unconfirmed philanthropy. This is not an optimal situation and certainly would only be done if absolutely necessary. The areas in which the cuts would occur are:

Administrative Contingency - $60,000 Direct Student Cost Contingency - $45,000 Travel-$30,000 Depreciation - $39,000 FF&E Savings -$150,000 Local Development Coordinator to be paid by HFLI - $80,000 Instructional Coach to be picked up by HFLI- $215,000

~~Contact: Shannon A. Clements 1 04/03/09 shannoncf5Jthehenryford.org • •.'.-.• • Attachment M - Start-Up Budget~~

~~Revised During Contingency Process-See Insert~~

~~Page 298 Du~~

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~~~~COPYRIGHT MATERIAL~~~~

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~~~~Attachment O- Negotiated Service Agreements~~~~

Page 358 Sir all Business Services Proposal for Services www.sbs.iidF .com Features Company Information Company Name pC/VLlTOfCi 1 0Qf A(vnrehl H ADP Conpliance Pay Reporting Package vj Ongoing with Every Payroll Processing Address • Payroll Cl ecks & Earning Statements • Customizi td Worksheet, Payroll Register, Cash Flow Citv State Zip Summary & Deposits Report, Month-to-Date Report, Employee Change List Contact C&fnC OlftXlQrt~ Title • Master Lij t w/ YTD Totals at no extra charge • Electro-lie payment of all federal, state, and local payroll Phone Email taxes for s II50 states where applicable CPA ftftlTVMdlO Bank • Complete timely, and accurate quarterly and annual returns a£ no extra charge Payroll Frequency i^Jl # of Employees 16/30/4? •S ADPasi times full responsibility for the complete, timely^ and accurate deposit & filing of your payroll tax deposits & | eturns. Your Investment ^Non-con \Tactualwith no time commitment, Compliance Pav Reoortina Packaae Quarterly' Services ADP autorrt stically prepares and files: Compliance Pay Features: $l6fi>fc • Federal ai id State payroll tax returns Xayroll with Tax Filing • State Une nployment tax returns - HR Helpdesk • Local tax i stums (if applicable) • SUI Management • Provides \ ou with a complete quarterly packet that - New Hire Reporting contains c spies of all returns (Can be sent directly to CPA) - Multiple Pay Options • Provides 5 ou Employee Quarterly Earnings Record Cards • Checkview • Delivery Annual Services * State and Federal Labor Law Poster ADP autom itically prepares and files: • Employer :ederal and state W-2's with W-3 transmittal lu Reporting Features: • Form 940 Federal Unemployment Tax return ' 'Data Access Suite ADP provid ;s: •General Ledger Interface (QuickBoo ks) • Employee Laser Printed W-2's in sealed envelope •Electronic Reports ($30 comf any base + $5.15 per employee) •Data Export • Copies of all returns & W-2's in sealed envelope • 1 Management Report (Choice) • Updated F ederal/State Posters with every law change • Workers Comp Premium Tracker Report

Selected Pay Options Tax Filing includes the above features plus: ^BTotalpay " StateJJnen ployment Insurance (SUI) Management: df Full Service Direct Deposit - ADI' assists with the administration of SUI claims jpTCheck Signing / Stuffing - ADF' audits employer experience rate TSTEmployee Pay Card - ADI' assists clients with appeal process " ElectfonjcJ usiness Tax Service (EBTS>-Non payroll taxes ' HR Help J3< gkSeryLces- Small Business HR Assistance: Additional Features - Em; Joyee Handbook Assistance C3 Section 1 25-Premium only Plan $TSA - Ace jss via website, e-mail, or 800 number to Q EasyHire (Pre-employment Screening) forrr s, policies, HR questions - Certified HR Staff CD ezLaborManager (Automated TimeSheet/Cloc -New Hire R< porting compliance electronically sent to k) federal and state agencies. M WfiALTH - TE>t> 50 -°° This pr osa' for services is vatid for 30 days from this Implementation (One Time Fee) $ "m^ date: Delivery Method (FedEx /Courier) Included Prepared by: ADP Actual Per-Pay-Period Total $ — 320lntorpark San Antoni a, TX 78216 The above price also includes the following: Phone:210-491-5450 - Getting Started Guide: Employee Applications, W-4,1-9 • On-going client visits to ensure 100% satisfaction!

~~~~Page 359 PAYCHEX 19S53 West Outer Drive Office (313) 277-4971 Suite 305 fax (313) 277-3606 , Ml 48124 \v\vw.paychex-toni~~~~

~~~~Thursday, January 31. 2008~~~~

~~~~Henry Ford Learning Institute 20900 Oakwood Blvd Dearborn, MI 48121~~~~

~~~~Dear Denisc/ Chris;~~~~

I lere is our payroll quotes for HFLI in Ihe possible school opening in 2009. There is a possibility of a 1 -3% increase since we're quoting lliis so far in advance, but more than likely I'll make sure to gel you these prices. They're listed below:

~~~~For 4 employees bi-weekly you'll pay S59.35 per pay period and $11 per quarter. With W-2's at the end of the year, $4.50 per W-2 and $45 base fee. Your estimated Annual cost would be 51650.10.~~~~

Your cost per pay period increascs/ov decreases by the number of checks you need to write. Above, I showed you the price for 4 employees. Each additional check would go up by S3.01. The SI 1 per quarter and the \V-2 charges will stay the same.

As part of our service, we will be handling all of your payroll functions. We will calculate and distribute the payroll checks. Withhold all the federal, state and local taxes. Pay each and every payroll tax for you on your behalf. We'll prepare and file all of Ihe federal, state and local quarterly tax returns as well as the annual. You'll also have direct deposit available for those employees that choose tu utilize it.

~~~~If you need any more information, feel free to contact me directly. It continues to be a great pleasure to service your needs.~~~~

~~~~Sincerely,~~~~

~~~~Thomas Sicilia Sales Consultant~~~~

~~~~Page 360 PA YCHEX Price Quotation~~~~

Frequency: Bi-Weekly Client Name: HFLI-San Antonio Address: 20900 Oakwood Blvd City: Dearborn Zip: 48124 Contact Name: Denise/Chris Phone: 313.407.7606 Your Representative is: TomSicilia Phone: 313-792-7308

~~~~P L L C E S G Te°D e r oL°D e rfo dT ^BH^H^^I~~~~

~~~~Number of checks: 4 $59.35 Every Pay Period:~~~~

Includes: Your Payroll Specialist calls you for a report of Payroll Processing payroll hours and changes, and we prepare: Taxpay Q Payroll Checks Direct Deposit Q Employee earnings statements Checks Signed and Sealed Q Payroll journal Workers Comp Report Q Department summary Delivery N/C Q Client timesheet Q Payroll deduction registers (as required) Q Transfer funds from your account for PICA, Federal, FUTA, State, and SUI Q A detailed listing of these tax liabilities on your department summary

TOTAL CHARGE PER PAY PERIOD $59.35 Every deposit period: We automatically deposit all tax liabilities on your behalf, including: a FICA, Federal, FUTA, State and SUI Q Notify you of all deposits made for •^•••^^••This proposal is valid for 60 days. H your records

COMMENTS: $11 per quarter for quarterly returns. On a quarterly basis: We prepare and file: Q 941 Quarterly Return U State Unemployment Insurance Return Q Deposit for Federal Unemployment Insurance Q Detailed employee earnings ledgers Q Send copies of all filings to you for your records

Once a year: We automatically file: Q Employer Federal and State W-2's Q W-3 Recap of Federal Withholding Q 940 Federal Unemployment Insurance Return Q State Annual Reconciliation /^~^ Paychex assumes full responsibility for the ^^\ Q Send copies of all filing to you ^v accuracy and timeliness of all your payroll ) for your records ^^-^___^fax deposits and filings. ^^^^--^^ Q Create employee W-2's

~~~~Page 361 PA YCHEX Price Quotation~~~~

~~~~PTe°DeLr "^S",'^ ^BSlllll^B~~~~

~~~~Number of checks: 12 $82.93 Every Pay Period:~~~~

Includes: Your Payroll Specialist calls you for a report of Payroll Processing payroll hours and changes, and we prepare: Taxpay a Payroll Checks Direct Deposit Q Employee earnings statements Checks Signed and Sealed Q Payroll journal Workers Comp Report a Department summary Delivery N/C Q Client timesheet Q Payroll deduction registers (as required) Q Transfer funds from your account for PICA, Federal, FUTA, State, and SUI Q A detailed listing of these tax liabilities on your department summary

TOTAL CHARGE PER PAY PERIOD $82.93 Every deposit period: We automatically deposit all tax liabilities on your behalf, including: a PICA, Federal, FUTA, State and SUI a Notify you of all deposits made for This proposal is valid for 60 days. your records

~~~~COMMENTS: $11 per quarter for quarterly returns. On a quarterly basis:~~~~

We prepare and file: U 941 Quarterly Return U State Unemployment Insurance Return Q Deposit for Federal Unemployment Insurance Q Detailed employee earnings ledgers Q Send copies of all filings to you for your records

Once a year: We automatically file: Q Employer Federal and State W-2's a W-3 Recap of Federal Withholding Q 940 Federal Unemployment Insurance Return O State Annual Reconciliation /" Paychex assumes full responsibility for the ^^~^ Q Send copies of all filing to you (. accuracy and timeliness of all your payroll ) for your records ^"^---^^____*ax deposits andfilings. _-~~-^^ Q Create employee W-2's

~~~~Page 362 PA YCHEX Price Quotation~~~~

~~~~PAYROLL PROCESSING (fee per pay period) TTHT^PAYrCLUDESGE~~~~

Number of checks: 20 $105.48 Every Pay Period: Includes: Your Payroll Specialist calls you for a report of Payroll Processing payroll hours and changes, and we prepare: Taxpay O Payroll Checks Direct Deposit Q Employee earnings statements Checks Signed and Sealed Q Payroll journal Workers Comp Report Q Department summary Delivery N/C Q Client timesheet Q Payroll deduction registers (as required) Q Transfer funds from your account for FICA, Federal, FUTA, State, and SUI G A detailed listing of these tax liabilities on your department summary

TOTAL CHARGE PER PAY PERIOD $105.48 Every deposit period: We automatically deposit all tax liabilities on your behalf, including: a PICA, Federal, FUTA, State and SUI Q Notify you of all deposits made for This proposal is valid for 60 days. your records

COMMENTS: $11 per quarter for quarterly returns. On a quarterly basis: We prepare and file: G 941 Quarterly Return Q State Unemployment Insurance Return Q Deposit for Federal Unemployment Insurance Q Detailed employee earnings ledgers Q Send copies of all filings to you for your records

Once a year: We automatically file: Q Employer Federal and State W-2's a W-3 Recap of Federal Withholding Q 940 Federal Unemployment Insurance Return Q State Annual Reconciliation /"""^ Paychex assumes full responsibility for the ^""*\ Q Send copies of all filing to you ^ accuracy and timeliness of all your payroll ) for your records ^^~--^__^fax deposits and filings.^ — a Create employee W-2's

~~~~Page 363 PAYCHEX Price Quotation~~~~

~~~~PAYROLL PROCESSING (fee per pay period) °rTHT^PAYTNCLUDERSGE~~~~

Number of checks: 30 $126.78 Every Pay Period: Includes: Your Payroll Specialist calls you for a report of Payroll Processing payroll hours and changes, and we prepare: Taxpay Q Payroll Checks Direct Deposit Q Employee earnings statements Checks Signed and Sealed Q Payroll journal Workers Comp Report Q Department summary Delivery N/C Q Client timesheet U Payroll deduction registers {as required) G Transfer funds from your account for FICA, Federal, FUTA, State, and SUt Q A detailed listing of these tax liabilities on your department summary

TOTAL CHARGE PER PAY PERIOD $126.78 Every deposit period: We automatically deposit all tax liabilities on your behalf, including: Q FICA, Federal, FUTA, State and SU! Q Notify you of all deposits made for This proposal is valid for 60 days. your records

COMMENTS: $11 per quarter for quarterly returns. On a quarterly basis: We prepare and file: Q 941 Quarterly Return Q State Unemployment Insurance Return Q Deposit for Federal Unemployment Insurance Q Detailed employee earnings ledgers Q Send copies of all filings to you for your records

Once a year: We automatically file: Q Employer Federal and State W-2's Q W-3 Recap of Federal Withholding Q 940 Federal Unemployment Insurance Return Q State Annual Reconciliation /^~^ Paychex assumes full responsibility for the ^^^\^ Q Send copies of all filing to you \^ accuracy and timeliness of all your payroll ) for your records ^ tax deposits and filings, ^ -"""^ Q Create employee W-2's

~~~~Page 364 PA YCHEX Price Quotation~~~~

Frequency: Bi-Weekly Client Name: HFLI-San Antonio Address: 20900 Oakwood Blvd City: Dearborn Zip: 481 24 Contact Name: Denise/Chris Phone: 313.407.7606 Your Representative is: Tom Sicilia Phone: 313-792-7308

~~~~PAYROLL PROCESSING (fee per pay period) <^^?NC™E~~~~

Number of checks: 40 $148.48 Every Pay Period: Includes: Your Payroll Specialist calls you for a report of Payroll Processing payroll hours and changes, and we prepare: Taxpay a Payroll Checks Direct Deposit a Employee earnings statements Checks Signed and Sealed Q Payroll journal Workers Comp Report U Department summary Delivery N/C Q Client timesheet Q Payroll deduction registers (as required) Q Transfer funds from your account for PICA, Federal, FUTA, State, and SUI a A detailed listing of these tax liabilities on your department summary

TOTAL CHARGE PER PAY PERIOD $148.48 Every deposit period: We automatically deposit all tax liabilities on your behalf, including: Q PICA, Federal, FUTA, State and SUI Q Notify you of all deposits made for This proposal is valid for 60 days. your records

COMMENTS: $11 per quarter for quarterly returns. On a quarterly basis: We prepare and file: a 941 Quarterly Return Q State Unemployment Insurance Return Q Deposit for Federal Unemployment Insurance LI Detailed employee earnings ledgers Q Send copies of all filings to you for your records

Once a year: We automatically file: Q Employer Federal and State W-2's Q W-3 Recap of Federal Withholding Q 940 Federal Unemployment Insurance Return Q State Annual Reconciliation /^~*^ Paychex assumes full responsibility for the ^^~^ a Send copies of all filing to you v. accuracy and timeliness of all your payroll ) for your records ^^--^__^fax deposits and filings. ^_~~-^^^ Q Create employee W-2's

~~~~Page 365 Anderson, Johns & Yao CPAS, P.C.~~~~

~~~~www.PMA-CPA.com~~~~

~~~~Paul M. Anderson, CPA/PFS Ross W. Johns, CPA/CFE Qualifications and Reference Ann Yao,cpA/MBA~~~~

~~~~Judy A Munter, CPA~~~~

At Anderson, Jolins & Yao, we made every effort to assure the success of our clients by providing the highest quality services in accounting, non-profit and commercial auditing, income taxation, and businesss consulting. We are proud of our reputation for honesty and professionalism.

~~~~We are providing various prefessional services including accounting, audit, tax and consulting to the following schools and non-profit organizations:~~~~

~~~~• A Kumon Math and Reading franchise.~~~~

~~~~• A Sylvan Learning Center franchise.~~~~

~~~~• An international supplementary school.~~~~

~~~~• Two international associations, including a chamber of commerce.~~~~

~~~~• A county appraisal district.~~~~

~~~~• Local Episcopal school.~~~~

~~~~• A private university.~~~~

~~~~• A major church.~~~~

~~~~• A groundwater construction district.~~~~

~~~~• Homeowner association~~~~

~~~~We will gladly provide you references upon your request.~~~~

~~~~Phone 210-696-9400~~~~

~~~~Fax 210-696-4554 Page 3 66~~~~

~~~~11467 Huebner Road . Suite 275 . S, jnio, Texas 78230-1053 Anderson, Johns & Yao CPAS, P.C~~~~

~~~~www.PM A-C PA.com~~~~

Paul M. Anderson, CPA/PFS FebruarT? u y 1810 , -.AA200O8 ROSS W. |ohnS,CPA/CFE Ann Yao,cpA/MBA Henry Ford Learning Institute Attn: Mr. Christopher Reynolds J udy A Munter, CPA 20600 Oakwood Boulevard Dearborn, MI 48124

~~~~Mr. Reynolds:~~~~

Per my telephone conversation with Carrie Stewart, we are pleased to hear that Henry Ford Academy: San Antonio is currently in the process of preparing charter application for consideration by the Texas State Board of Education. We were told by Ms. Stewart that you will need routine accounting / bookkeeping services and possible ongoing accounts payable services, and we are pleased to provide a proposal for these services.

As you may know, we are specialists in accounting and tax services with over 40 years of combined experience. We pride ourselves in providing our clients with a high quality professional service and the highest level of confidentiality.

We estimate that our fee will be approximately $1,500 per month for the compilation of your financial statements. Our fee for all services will be based upon the amount of time required at our standard billing rates, which varies from $72 per hour as a staff accountant to $220 per hour as a partner.

We look forward to discussing your project with you in more detail. We would ask that you update us as to the status of the charter application and any changes that may affect the scope of our services.

~~~~Please contact us anytime you have additional questions or requests.~~~~

~~~~Sincerely,~~~~

~~~~Ann Yao, CPA~~~~

~~~~/*' $~~~~

~~~~1146 7 Huebner Road . Suit e 275 . Sa , ,nio. Texas 78230-1053 FIRM PROFILE~~~~

~~~~for GARZA/GONZALEZ & ASSOCIATES Certified Public Accountants San Antonio, Texas~~~~

~~~~Page 368 TABLE OF CONTENTS~~~~

~~~~SECTION PAGE NO.~~~~

FIRM'S PROFILE 1 -3 FIRM'S QUALIFICATIONS AND EXPERIENCE 4 ADDITIONAL DATA 5 EXHIBITS • AICPA Quality (PEER) Review Program Report Letter Peer Review Letter • State of Texas Historically Underutilized Business (HUB) Certification

~~~~Page 369 FIRM'S PROFILE~~~~

~~~~FIRM'S PROFILE~~~~

Garza/Gonzalez & Associates is a Certified Public Accounting partnership firm located in San Antonio. We are licensed for the practice of public accountancy and are members of the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants(TSCPA), and the San Antonio Chapter of the TSCPA. We have served our community in San Antonio and the State of Texas for over thirty (30) years.

We are one of the most experienced local CPA firms in San Antonio. The firm has continuously grown to the present staff of sixteen (16); two (2) senior partners, two (2) partners, three (3) audit managers, six (6) audit seniors, and three (3) support staff. Eight (8) are Certified Public Accountants.

Garza/Gonzalez & Associates has achieved its present status by developing a reputation for rendering professional and quality work. As a result of our professional and quality work, we have developed a diversified clientele, both in the public and private sectors. Our commitment from inception has been to recommend to our clients improvements in their accounting and financial methods and procedures. We also continuously encourage them to upgrade their financial management systems with the ultimate goal of having the necessary financial tools for decision-making.

~~~~We take extreme pride in knowing that we have contributed in making several businesses and many community-based organizations viable institutions for San Antonio and the State of Texas.~~~~

~~~~FIRM'S SERVICES~~~~

Our firm has experience in accounting, auditing, federal and state tax return preparation and consulting services. Our clients include: cities, counties, school districts, housing authorities, transit authorities, water districts, private foundations, housing related entities, investment corporations, nonprofit organizations, professional services corporations, private and commercial businesses, and employee benefit plans.

~~~~The multi-services that our firm provides may be categorized into the following general areas:~~~~

~~~~Accounting Services~~~~

This area of our practice deals primarily with providing recording and reporting services for the transactions of our various clients, including small businesses and nonprofit organizations. We provide monthly, quarterly or annual financial statements to be used in the decision making by the various entities.

~~~~Auditing Services~~~~

This area of our practice deals primarily with the audit of financial statements for the purpose of expressing an opinion as independent CPAs on the fairness of the presentation of the financial statements. This area includes financial and compliance audits, as well as audits prepared to meet the requirements of OMB Circular A-133.

~~~~Page 370 FIRM'S PROFILE (Continued)~~~~

Throughout our years in public accounting, we have developed a significant expertise in auditing federally assisted programs. We have extensive experience in the area of accounting and in the area of financial and compliance audits of programs funded by the following federal and state agencies:

U.S. Department of Education U.S. Department of Health and Human Services U.S. Department of Housing and Urban Development U.S. Department of Transportation U.S. Department of Labor Community Services Administration Texas Education Agency Texas Department of Community Affairs Texas Department of Human Services

~~~~Tax Services~~~~

This area of our firm's practice includes the preparation of individual, partnership and corporate income tax returns for federal filing. It also includes the preparation of federal reporting returns for nonprofit organizations. We also prepare the state and federal payroll reports required for small businesses. The small businesses we have provided services to include:

~~~~Professional services, such as physicians, dentists, attorneys Restaurants Grocery Real Estate Import Manufacturing~~~~

~~~~Consulting Services~~~~

This area deals primarily in servicing our client in a wide range of accounting and managerial functional areas. This area may deal with training and technical assistance as well as with designing and implementing accounting systems and procedures that will insure compliance with regulatory agencies; or, converting from one information technology system to another. Our primary objective in our consulting engagements is to assist the client solve their various management problems. In every type of engagement we attempt, whenever possible, to utilize the client's personnel to keep our chargeable time to a minimum. Our consulting services have included:

~~~~• Enterprise Resource Project (ERP) implementation • Performance reviews • Personnel studies • Feasibility studies~~~~

~~~~Page 371 FIRM'S PROFILE (Continued)~~~~

~~~~FIRM'S CONTINUING PROFESSIONAL EDUCATION (CPE)~~~~

To ensure that our professionals maintain the highest level of technical proficiency, we provide our staff with continuous specialized training. All our staff have trained and/or received training as required by the American Institute of Certified Public Accountants (AICPA) and Governmental Auditing Standards.

The Texas State Board of Public Accountancy has recognized Garza/Gonzalez & Associates as a continuing education sponsor. This means that our firm may provide educational training seminars for our staff and other participants that will meet the state board of public accountancy continuing education requirements.

~~~~FIRM'S QUALITY CONTROL REVIEW~~~~

As required by the standards prescribed by the American Institute of Certified Public Accountants (AICPA) we have an appropriate internal quality control system in place and participate in an external quality control review program. We are enrolled in the AICPA Quality Review Program and have an unqualified opinion regarding our system of quality control used in our audit practice.

We have complied with our professional standards by having an external quality control review performed every three years. Our latest unqualified report letter is dated September 20, 2006. We are proud to have attained the highest distinction of not having any findings on the separate letter of comments. In addition, we have been reviewed on the average of once a year by either a federal or state government agency without any exceptions.

We are also members of the AICPA Governmental Audit Quality Center. This is a voluntary membership designed to help member firms achieve the highest standards in performing quality governmental audits by providing comprehensive resources, raising the awareness of the importance of governmental audits and creating a community of firms that demonstrates a commitment to achieving audit quality for governments.

We are proud that we have never received a reprimand nor being cited for substandard work by the Texas State Board of Public Accountancy, the AICPA or any other state of federal regulatory agency in over 30 years of practice.

~~~~INDEPENDENCE~~~~

~~~~Our firm meets the independence standards of the AICPA as it relates to direct and indirect financial interest.~~~~

~~~~Page 372 FIRM'S QUALIFICATIONS AND EXPERIENCE~~~~

Garza/Gonzalez & Associates performance is largely dependent on the specific individuals assigned to the engagement. We select the personnel which will provide you with depth of experience combined with specific expertise in accounting, auditing, taxes and consulting services.

Females make-up about forty seven percent (47%) of our professional staff and fifty seven percent (57%) of our total staff. We support and actively pursue an affirmative action program. Our staff size, qualifications, experience, and commitment indicates our capacity to perform the various services our firm provides.

~~~~We utilize a combination of professional individuals in the performance of an engagement.~~~~

~~~~A partial listing of our present and former clients, along with names of officials and telephone numbers follows:~~~~

~~~~CLIENT CONTACT PERSON TELEPHONE~~~~

~~~~PorVida, Inc. Mr. Joseph Rendon (210)532-8816 San Antonio, TX Executive Director~~~~

~~~~Las Escuela de las Americas Public Charter School Mr. Fernando Godinez (210)978-0515 San Antonio, TX CEO & President~~~~

~~~~San Antonio Independent School District Mr. Antonio Juarez, CPA (210)299-5577 San Antonio, TX Associate Superintendent for Financial Services~~~~

* Harlandale Independent School District Mr. Richard Hernandez, CPA (210)921-4337 San Antonio, TX Assistant Superintendent for Business

* North East Independent School District Mr. Jeff Coats (210)804-7113 San Antonio, TX Senior Accounting Manager

~~~~Charlotte Independent School District Mr. Alfonso Obregon (830)277-1431 Charlotte, TX Superintendent~~~~

~~~~Lytle Independent School District Ms. Michelle C. Smith (830)709-5100 Lytle, TX Superintendent~~~~

* Edgewood Independent School District Ms. Betty Galindo (210)444-4500 San Antonio, TX Chief Accountant

~~~~Texas School for the Deaf Mr. Gary Bego (512)462-5350 Austin, TX Director of Business and Operations~~~~

* Clients we have assisted in obtaining the Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting.

~~~~Page 373 ADDITIONAL DATA~~~~

Our firm is available year round for any questions and/or consultation desired. As outlined in our profile, we have participated on a number of occasions as presenters for various governmental accounting and auditing seminars.

We comply with the equal employment opportunity (EEO) requirements and have an affirmative action policy. We will not discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin and will take affirmative action to ensure that employment is offered to applicants without regard to their race, religion, sex, color, or national origin.

~~~~We are a certified disadvantage business enterprise (DBE) with the necessary qualifications and experience to serve your organizations accounting, auditing and management needs.~~~~

~~~~Our accounting and auditing practice has been reviewed by our peers and they have rendered an unqualified opinion on our quality control systems.~~~~

~~~~As outlined in our firm profile we have provided our clients with many other professional services over the years. We are a full-service independent accounting and auditing firm.~~~~

~~~~Page 374 BUMGARDNER, MORRISON & COMPANY, L.L.P.~~~~

JOSKPH B. BUMQARDNCR, CPA CERTIFIED PUBLIC ACCOUNTANTS JACK N. MORRISON. JR., CPA (1911-2002) CHRISTOPHER E. KREJCI, CPA JACK H- MORRISON, SM.. CPA JEROME O. KOTZUR, CPA (1922-1997) O. DENNIS SHAY, CPA PAULA fl. LESKE. CPA AMERICAN INSTITUTION CERTlln«D PUBUC ACCOUNTANTS MICHAEL E. WENSKE. CPA TEXAS •OCttTY Of CDtTIFICO «J»UC ACCOUNTANTS September 20,2006 AICPA PRIVATE COMPANIES PRACTICE SECTION AICPA TAX DIVISION JACK C. FITZOERALO. CPA

~~~~System Peer Review Report~~~~

~~~~GarzaKSonzatez & Associates Certified Public Accountants~~~~

We have reviewed the system of quatty rontiol for te Certified Public Accountants, (the firm) in effect for the year ended May 31.2006. A system of quality control encompasses the firm's organizational structure, the policies adopted and procedures established to provide It with reasonable assurance of conforming with professional standards. The elements of quality control are described in the Statements on Quality Control Standards issued by the American Institute of Certified Pubfc Awountents (AICPA). The firm is responsible for designing a system of quality control and complying with % to provide the firm reasonable assurance of conforming with professional standards in aH material respects. Our responsWBty is to express an opinton on toe design tf the firm's complance with its system of quality control based on our review.

Our review was conducted in accordance with standards estabfished by the Peer Review Board of the AICPA During our review, we read required representations from the firm interviewed firm personnel and obtained an understanding of the nature of the firm's accounting and auditing practice, and the designed the firm's system tfquaftycx>nM implicit inrts practice. Based on our assessments, we selected engagements and administratively to teat for confonnfty with professional standards and compliance with the firm's system of quality control The engagements selected represented a reasonable cross-section of the Ms accounting and audHhg practice with emphasis on higher-risk engagements. The engagements selected included among others, audits of Employee Benefit Plans, and engagements performed under Gowmment Auditing Standards. Prior to conducing the review, we reassessed the adequacy of the scope of the peer review procedures and met with frm management to discuss the results of our review. Wabetove that the procedures we performed provide a reasonable basis for our opinion.

In performing our review, we obtained an umterstarKtingrf to system of qualty practice. In addition, we tested compliance with the firm's quaJty control potties and procedures to the extent we considered appropriate. Tteeteste owed the appficatfon of the Ami's p Ourreview was based on selected tests therefore ft would not necessarily detect afl weaknesses in the system of quality control or aH instance of noncompfiance with it There are inherent limitations in the effectiveness of any system of quality control and therefore noncomplance with the system of quality control may occur and not be detected. Projection of any evaluation of a system of quality control to future periods is subjed to the risk that the system of ^laWy con^

In our opinion, the system of quality control for the accounting and auditing practice of Gaiza/Gonzatez & Associates. Certified Public Accountants, in effect for the year ended May 31. 2006, has been designed to meet the requirements of the quality control standards for an accounting and auditing practice established by the AICPA and was com^ ended to provide the firm with reasonable assurance of conforming with professional standards.

~~~~As is customary in a system review, we have issued a letter under this date that sets forth comments that were ^ to be of sufficient significance to affect the opinion expressed in the report~~~~

~~~~ISOt E. MOCKINGBIRD, SUITE 3OO P.O. BOX 37SO VICTORIA. TEXAS 77903-3750 (361) S79-O271~~~~

~~~~Page 375 Historically Underutilized Business Certification and Compliance Program~~~~

The Texas Building & Procurement Commission (TBPC), hereby certifies that GARZA/GONZALEZ & ASSOCIATES has successfully met the established requirements of the State of Texas Historically Underutilized Business (HUB) Certification and Compliance Program to be recognized as a HUB.

This certificate, printed 28-JAN-2006, supersedes any registration and certificate previously issued by the TBPC's HUB Certification and Compliance Program. If there are any changes regarding the information (i.e., business structure, ownership, day-to-day management, operational control, addresses, phone and fax numbers or authorized signatures) provided in the submission of the business' application for registration/certification as a HUB, you must immediately (within 30 days of such changes) notify the TBPC's HUB program in writing. The Commission reserves the right to conduct a compliance review at any time to confirm HUB eligibility. HUB certification may be suspended or revoked upon findings of in eligibility.

Certificate/VID Number: 1741867466300 Paul A. Gibson File/Vendor Number 33859 HUB Certification & Compliance Manager Approval Date: 24-JAN-2006 Texas Building & Procurement Commission Expiration Date: 24-JAN-2010 (512)305-9071 Note: In order for State agencies and institutions of higher education (universities) to be credited for utilizing this business as a HUB, they must award payment under the CertHicate/VID Number identified above. Agencies and universities are encouraged to validate HUB certification prior to issuing a notice of award by accessing the Internet (http://www.tbpc.state.tx.us) or by contacting the TBPC's HUB Certification and Compliance Program at (888) 863-5881 or (512) 463-5872. APPROVED DURING CONTINGENCY PROCESS Garza/Gonzalez &Associates CERTIFIED PUBUC ACCOUNTANTS

~~~~March 6,2009~~~~

~~~~Ms. Shannon Clements Henry Ford Learning Institute in Texas c/o Bobby Perez 600 Navarro Suite 500 San Antonio, TX 78205~~~~

~~~~Dear Ms. Clements:~~~~

~~~~We are pleased to confirm our understanding of the services we are to provide for the Henry Ford Learning Institute Charter High School in Texas for the year ended August 31, 2009.~~~~

We will audit the statement of financial position of the Henry Ford Learning Institute Charter High School in Texas as of year-end and the related statements of activities and cash flows for the year ended August 31. 2009. Also, the document we submit to you will include the schedule of expenditures of federal awards which wilt be subjected to the auditing procedures applied in our audit of the financial statements.

~~~~We will also prepare the Organization's federal information return (Form 990) for the year ended August 31, 2009.~~~~

Audit Objectives The objective of our audit is the expression of an opinion about whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the second paragraph when considered in relation to the financial statements taken as a whole. The objective also includes reporting on:

• Internal control related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards.

The reports on internal control and compliance will each include a statement that the report is intended for the information and use of the audit committee, management, specific legislative or regulatory bodies, federal awarding agencies, and if applicable, pass-through entities and is not intended to be and should not be used by anyone other than these specified parties.

~~~~20? Arden Grove San Antonio, 7X78215 210/227-1389 Fax 227-0716 APPROVED DURING CONTINGENCY PROCESS Ms. Shannon Clements Henry Ford Learning Institute in Texas March 6,2009 Page 2~~~~

Our audit will be conducted in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. If our opinion on the financial statements is other than unqualified, we will discuss the reasons with management in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement.

Management Responsibilities Management is responsible for establishing and maintaining effective internal control and for compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of the controls. The objectives of internal control are to provide management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management's authorizations and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles.

Management is responsible for making all financial records and related information available to us, including any significant vendor relationships in which the vendor has responsibility for program compliance. We understand that you will provide us with such information required for our audit and that you are responsible for the accuracy and completeness of that information. Management's responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.

You are responsible for establishing and maintaining internal controls, including monitoring ongoing activities; for the selection and application of accounting principles; and for the fair presentation in the financial statements of financial position, changes in net assets, and cash flows in conformity with U.S. generally accepted accounting principles. You are also responsible for management decisions and functions; for designating an individual with suitable skill, knowledge, or experience to oversee the tax services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them.

You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the organization involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Organization received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the Organization complies with applicable laws and regulations and for taking timely and appropriate steps to remedy any fraud, illegal acts, or violations of contracts or grant agreements, or abuse that we may report Additionally, as required by OMB Circular A-133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. APPROVED DURING CONTINGENCY PROCESS Ms. Shannon Clements Henry Ford Learning Institute in Texas March 6, 2009 PageS

As part of the audit, we will prepare a draft of your financial statements, and related notes. In accordance with Government Auditing Standards, you will be required to review and approve those financial statements prior to their issuance and have responsibility to be in a position in fact and appearance to make an Informed judgment on those financial statements. Further, you are required to designate a qualified management-level individual to be responsible and accountable for overseeing our services.

Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (a) errors, (b) fraudulent financial reporting, (c) misappropriation of assets, or (d) violations of laws or governmental regulations that are attributable to the Organization or to acts by management or employees acting on behalf of the Organization. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse.

Because an audit is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not havea direct and material effect on the financial statements or on major programs. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors.

Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected funding sources, creditors, and financial institutions. We will also request written representations from the Organization's attorneys as part of the engagement, and they may bill the Organization for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from management about the financial statements and related matters.

Audit Procedures—Internal Control In planning and performing our audit, we wilt consider the internal control sufficient to plan the audit in order to determine the nature, timing, and extent of our auditing procedures for the purpose of expressing our opinions on Henry Ford Learning Institute Charter High School's financial statements and on its compliance with requirements applicable to major programs. APPROVED DURING CONTINGENCY PROCESS

~~~~Ms. Shannon Clements Henry Ford Learning Institute in Texas March 6,2009 Page 4~~~~

We will obtain an understanding of the design of the relevant controls and whether they have been placed in operation, and we will assess control risk. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstate me nts resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Tests of controls relative to the financial statements are required only if control risk is assessed below the maximum level. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards.

An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, we will inform the governing body or audit committee of any matters Involving internal control and its operation that we consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of the Internal control that, in our judgment, could adversely affect the entity's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. We will also inform management of any nonreportable conditions or other matters involving internal control, if any, as required by Government Auditing Standards.

Audit Procedures—Compliance Our audit will be conducted in accordance with the standards referred to in the section titled Audit Objectives. As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the Henry Ford Learning Institute Charter High School's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance, and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards.

Audit Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, and other confirmations we request and will locate any documents selected by us for testing.

The audit documentation for this engagement is the property of Garza/Gonzalez and Associates and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to the Texas Education Agency or Its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Garza/Gonzalez and Associates personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. APPROVED DURING

~~~~Ms. Shannon dements CONTINGENCY PROCESS Henry Ford Learning Institute in Texas March 6, 2009 PageS~~~~

The audit documentation for this engagement will be retained for a minimum of five years after the date the auditor's report is issued or for any additional period requested by the Texas Education Agency. If we are aware that a federal awarding agency, pass-through entity, or auditee Is contesting an audit finding, we will contact the party (ies) contesting the audit finding for guidance prior to destroying the audit documentation.

We estimate the fees for these services at our discounted hourly rates for your nonprofit organization to be $14,200 for investing 110 hours and $400 for the preparation of the Organization's federal information return (Form 990). The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation.

Government Auditing Standards requires that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our 2006 peer review letter of comment accompanies this letter.

We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return It to us.

~~~~Very truly yours,~~~~

~~~~Rerfe E. Gonzalez, CPA Senior Partner~~~~

~~~~RESPONSE:~~~~

~~~~This letter correctly sets forth the understanding of the Henry Ford Learning Institute Charter High School in Texas.~~~~

~~~~Officer signature:~~~~

~~~~Title:~~~~

~~~~Date:~~~~

~~~~Enclosure BUMGARDNER, MORRISON 8c COMPANY, L.L.P.~~~~

JOSEPH B. BUMOARDNCR. CPA CERTIFIED PUBLIC ACCOUNTANTS (1911-2002} JACK H. MORRISON. JR.. CPA JACK R. MORRISON, SR.. CPA CHRISTOPHER E. KREJCI. CPA (1922-19971 JCROME G. KOTZUR, CPA G. OCNNIS SHAY, CPA PAULA Q. L.ESKE. CPA AMCMCAN INSTITUTE OF CERTiriCO PUBLIC ACCOUNTANTS MICHAEL E. WENSKE. CPA TEXAS SOCIETY OP CDtTIPlEO PUBUC ACCOUNTANTS September 20,2006 AICPA PRIVATE COMPANIES PRACTICE SECTION AlCPA TAX DIVISION JACK c. FITZGERALD. CPA

~~~~System Peer Review Report~~~~

Garza/Gonzatez & Associates APPROVED DURING Certified Public Accountants CONTINGENCY PROCESS We have reviewed the system of quality control for the accounting and auditing practice of Garza/Gonzaiez & Associates, Certified Public Accountants, (the firm) In efled for the year e«W May 31,20)6. A system rfquafflyc^ film's organizational structure, the policies adopted and procedures established to provide it with reasonable assurance of conforming with professional standards. The elements of quality control are described in the Statements on Quality Control Standards issued by fte American Instate of Certified PubQc Accountants (AJCPA). The firm b responsible for designing a system of quality control and complying with ft to provide the firm reasonable assurance of conforming with professional standards in all material respects. Our responsibility is to express an opinkm on the firm's compliance with its system of quality contra! based on our review.

Our review was conducted in accordance with standards established by the Peer Review Board of the AICPA. During our review, we read required representations from the firm interviewed firm personnel and obtained an understanding of the nature of the finrfs accounting and auditing pracfi^ implicit in its practice. Based on our assessments, we selected engagements and administrative files to test for conformity with professional standards and compttan* with trie fintfs system of q The engagements selected represented a reasonable cross-section of the firm's accounting and auditing practice with emphasis on higher-risk engagements The engagements selected Included among others, audits of Employee Benefit Plans, and engagements performed under Government Auditing Standards. Prior to concluding the review, we reassessed the adequacy of the scope of the peer review procaduras and met with firm managemem to dis^ the res^ We believe that the procedures we performed provide a reasonable basis for our opinion.

In performing our review, we obtained an understanding of the system of Quality control for the firm's accounting and auditing practice. In addition, we tasted compliance with the firm's quality control policies and procedures to the extant we considered appropriate. These tests wvered tra app&aton of Our review was based on selected tests therefore ft would not necessarily detect al) weaknesses in the system of quality control or all instance of noncomptiance with tt. There are inherent limitations in the effectiveness of any system of quality control and therefore noncompliance with the system of quality control may occur and not be detected. Projection of any evaluation of a system of quality control to future periods is subject to the risk that the system of quality control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the system of quality control for the accounting and auditing practice of Gaiza/Gonzatez & Associates, Certified Public Accountants, in effect for the year ended May 31, 2006. has been designed to meet the requirements of the quality control standards for an accounting and auditing practo established by the AICPA and was o>nq« ended to provide the firm with reasonable assurance of conforming with professional standards.

~~As is customary in a system review, we have issued a letter under mis o^ mat sets forth comrnents that were not considered to be of sufficient significance to affect the opinion expressedin the report~~

~~~~1SO1 E. MOCKINGBIRD. SUITE 3OO P.O. BOX S73O VICTORIA. S 77903-3790 < 361)373-0271 FAXtMt) 57BH3WO ftetter~~~~

~~~~577 LETTER OF INTENT~~~~

This Letter of Intent is entered into this^. day of February, 2008, by Henry Ford Learning Institute, ("HFLI"), a nonprofit corporation that is exempt under Section 501{c)(3) of the Internal Revenue Code, and Centre Alameda, Inc., (the "Alameda"), a Texas nonprofit corporation.

~~~~WHEREAS:~~~~

1. IIFLI and the Alameda share the goal of improving educational opportunities for the young people of San Antonio through the development of a school where education is truly a public endeavor, engaging all aspects of the community and removing the artificial boundaries between learning and the real world;

2. HFLI is developing a network of small innovative high schools based on the acclaimed Henry Ford Academy in Dearborn, Michigan, formed in 1997 as the nation's first high school developed jointly by public education, a global corporation, and a nonprofit cultural institution to use innovative learning programs that leverage a wide range of local resources to create thriving communities;

~~3. HFLI is expanding its network of small innovative high schools in deep collaboration with cultural, business, community and educational institutions in urban communities throughout the count ry;~~

~~~~4. HFLI is a nonprofit corporation recognized by the Internal Revenue Service as a public charity under Section 501(c}{3) of the Internal Revenue Code;~~~~

5. HFLI is applying for a charter from the Texas State Board of Education to establish a school in the cultural heart of San Antonio. While HFLI will be the charter holder, there will be a local governing board of the school empowered to conduct business on behalf of the school except for the nori-delegable duties enumerated in the Texas Code. If approved, the school would open for classes in the fall of 2009, and must identify a suitable location for such classes;

6. The Alameda has previously entered into a certain Lease Agreement dated September 27, 1998, (hereafter referred to as Prime Lease) wherein the Cily of San Antonio, Texas, a Texas municipal corporation leased to the Alameda certain premises known as the International Building Complex located at 318 W. Houston Street, San Antonio, Texas 78205.

7. The Alameda has indicated its willingness to sub-lease, for fourteen (14) months from June 2009 to July 2010, a portion of the Alameda Theater and attached premises located on 318 W. Houston Street in San Antonio, Texas, to the school for temporary school facilities for the first year of the charter high school at a nominal rate plus all allocable operating costs of the space.

8. HFLI and the Alameda are committed to working together on the permanent facility plan for the school, which will include raising the necessary funds for the redevelopment of property near the Alameda, and to collaborate on the community planning and design efforts involved.

~~~~9. All parties acknowledge the need for additional and/or alternative space to be ready for the second year of the school's operations in the Fall 2010.~~~~

~~~~Page 378 NOW, THEREFORE, THE PARTIES RESOLVE AS FOLLOWS:~~~~

~~~~1. Ownership. 318 W. Houston Street, San Antonio, Texas 78207, the "Alameda," will continue to be owned by the City of San Antonio, and operated and managed indefinitely by the Alameda.~~~~

2. Fundraising and Redevelopment. HFL1, and if approved, the governing board of the school, and the Alameda are all committed to a redevelopment of property including and/or near the Alameda for a charter school. As such, all three aforementioned organizations will participate in the redesign and renovation process through fundraising, planning and project management. Individual roles and responsibilities are still being defined and negotiated.

3. Lease. HFLI, the governing board of the school, and the Alameda intend to enter into a nominal sub-lease that will make a portion of the Alameda Theater and attached premises available to the school on a temporary basis for use as a charter school. The school will be the primary tenant in the building. The school will serve approximately one hundred twenty (120) ninth (9th) graders for the duration of the expected lease.

~~~~4. Lease Term. The sub-lease term will be for fourteen (14) months and will begin on June 1, 2009 and terminate on July 31, 2010.~~~~

~~~~5. Occupancy Expenses. The school's costs of occupancy shall consist of a nominal base rent and such additional charges as are consistent with the following examples:~~~~

~~a. The base rent will be set at $1.00 per year for the entire space. Rental space 011 the fourth floor of the Casa de Mexico is approximately 8,000 square feet upon subject to finale measurements.~~

b. The school will pay an agreed-upon allocation for all utility charges for telephone, electricity, heat, gas, water and power it uses in and about the leased premises during the term of the lease. The operating expenses on the estimated square footage will be approximately $3,543 per month.

c. The school will pay an agrced-upon share of all common area maintenance (CAM) costs such as janitorial, snow removal, garbage, and/or trash collections charges, assessed or imposed on the leased premises during the term of the lease.

d. The Alameda will maintain the building, roof, foundation, and underground or otherwise concealed plumbing, and the structural soundness of the exterior walls and all parts of the building and other improvements on the leased premises in good repair and condition during the term of the lease.

~~~~e. The Alameda will ensure that the building meets all applicable state of Texas, city of San Antonio, and school building codes during the term of the lease,~~~~

6. Insurance. The school shall, at its own cost and expense, secure insurance sufficient to meet the requirements of TEA for a charter school operation and the requirements of the Prime Lease between City of San Antonio and the Alameda concerning the International Building Complex.

Page 379 7. The parties agree that the use of the premises by the school shall be entirely dependent upon a charter being granted to HFLI by the Texas State Board of Education, and the charter school being approved for opening in the Fall 2009.

8. This Letter of Intent indicates the intention of all the parties to work collaboratively toward the temporary use of space in the Alameda Theater for temporary use as a public charter school, and ultimately evidenced by a duly executed commercial sub-lease. Upon granting of a charter by the Texas State Board of Education, further documentation will be prepared and detailed agreements will be agreed upon and signed by all necessary parties.

9. All content contained herein is non-binding, nor does it bind either party to ultimately enter into a lease, but it does impose an obligation on each party to cooperate in good faith toward achieving the goals and outcomes set forth in this Letter of Intent,

~~~~FOR THE PARTIES:~~~~

~~~~HENRY FORD LEARNING INSTITUTE THE ALAMEDA NATIONAL CENTER FOR LATINO ARTS AND CULTURE~~~~

~~~~BY:_Deborah Parizek ^ ^ BY:_Henry tf. Muiioz III.~~~~

~~~~SIGN: l^^~~~~

~~~~DATE: £••££'• ff? DATE:~~~~

~~~~Page 380 APPROVED DURING CONTINGENCY PROCESS Henry Ford Learning Institute Charter Schools Contingency Issues for Resolution Area: Other State the following understanding:~~~~

~~~~HFLI understands that charter applications are often requested through the Public Information Act and that even though the application is copyrighted, it will be released if requested.~~~~

~~~~Contact: Shannon A. Clements 19 1/23/09 [email protected] APPROVED DURING CONTINGENCY PROCESS~~~~

~~~~COMMERCIAL SUB-LEASE AGREEMENT~~~~

This sub-lease is made between CENTRO ALAMEDA, INC. (the "Alameda" or "Lessor"), of Bexar County, Texas and HENRY FORD LEARNING INSTITUTE, ("HFLI" or "Lessee" or "the School"), of Bexar County, Texas. HFLI is a 501(c)(3) exempt organization. Lessee offers to sub-lease from Lessor a portion of the premises situated in Bexar County, Texas, described as 318 W. Houston Street, San Antonio, Texas 78205 and commonly referred to as the ALAMEDA THEATER, formerly known as, the INTERNATIONAL BUILDING COMPLEX, subject to the Prime Lease between the City of San Antonio and the Alameda and upon the following terms and conditions:

~~~~1. Term, Rent, and Expenses.~~~~

~~~~a. Term. Lessee agrees to sub-lease the above premises for fourteen (14) months commencing on June 1, 2009 and terminating on August 31, 2010, or sooner as provided herein.~~~~

~~~~b. Rent. The rental rate shall be $ 1 per year for the entire space.~~~~

c. Expenses. The School will pay an allocation of all utility charges for telephone, electricity, heat, gas, water, and power it uses in an about the leased premises. The operating expenses on the estimated square footage will be approximately $3,500.00 per month. As both the Alameda and HFLI are tax-exempt organizations. The expenses for the space will not include property taxes.

d. CAM. The school will pay an amount not to exceed $100 as share of all common area maintenance (CAM) costs such as janitorial, garbage, and/or trash collection charges, assessed or imposed on the leased premises during the term of the lease. CAM costs will be reevaluated at the expiration of the original term of fourteen months.

2. Leased Premises. Rental space on the fourth floor of the "Casa de Mexico" is approximately 8,000 square feet subject to final measurements. Space leased on the second floor for administrative purposes is approximately 2,700 square feet.

3. Use. Lessee shall use and occupy the premises for the purposes of operating a charter school. The School will serve approximately one hundred twenty (120) ninth (9th) grade students for the duration of the expected lease. The premises will not be used for other purposes unless agreed upon by the School and the Alameda and when the School is not in session.

4. Care and Maintenance. Lessee acknowledges that the premises are in good order and repair, unless otherwise indicated herein. The Alameda will maintain the building, roof, foundation, and underground or otherwise concealed plumbing, and structural soundness of the exterior walls and all parts of the building and other parts of the leased premises in good repair and condition during the term of the lease. Lessee will be responsible for all damage, or deterioration beyond

~~~~1 APPROVED DURING CONTINGENCY PROCESS normal wear and tear due to its possession of the premises.~~~~

5. Alterations. Lessor hereby consents to allowing Lessee to make any minor and/or non- material alterations, additions, or improvements on or about the devised premises to accordance with use of the leased premises as described above in Section 3.

~~~~6. Entry and Inspection. Lessee will permit Lessor or his agents to enter upon the premises at any time for the purposes of inspecting same upon reasonable notice during normal business hours.~~~~

7. Indemnification of Lessor. Lessor shall not be liable for any damage or injury to Lessee, or any other person, or property, occurring on the above described premises or any part thereof, and Lessee agrees to hold Lessor harmless from any claims for damages, no matter how caused. Additionally, Lessee agrees to indemnify and defend Lessor for any cause of action, including but not limited to, causes of action brought under theory of personal injury, negligence, property damage, or contract. Lessee agrees to further indemnify Lessor for any other type of claims due to the negligence or actions of Lessee, its agents, employees, assigns, invitees, patrons, or any other party, including Lessor.

8. Insurance. Lessee, at his expense, shall maintain liability insurance including that for bodily injury, property damage, and general liability. The School shall, at its own cost and expense, secure insurance sufficient to meet the requirements of TEA for a charter school operation and requirements of the Prime Lease between City of San Antonio and the Alameda concerning the International Building Complex. Proof of insurance is attached hereto as Exhibit "A" and incorporated by reference herein.

~~~~9. Heirs, Assigns and Successors. This sub-lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.~~~~

~~~~10. Entire Agreement. The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties.~~~~

~~~~SIGNATURE PAGE TO FOLLOW: APPROVED DURING CONTINGENCY PROCESS~~~~

~~~~SIGNED this day of , 2009.~~~~

~~~~j- •/.* /' -x?"? /"' $f<&4#/.// Ij^r^jTTL -i-~^—^ / _._ ^rft* .x... _3y_ >^:_ i *y^ HY: HENJR^R.~~~~

~~~~FOR: CENTROALAMEDA/;/ , INC., LESSOR~~~~

~~~~SIGNED this day of , 2009.~~~~

~~~~BY: DEBORAH PARIZEK~~~~

~~~~FOR: HENRY FORD LEARNING INSTITUTE, LESSEE Bilingual Education/ESL, Section 504, and Dyslexia Assurances~~~~

TEC, Chapter 29, Subchapter B, TEC §12.W4(b)(2)(G), and 19 TAG §§89. 1201 -.1265 require charter schools to identify limited English proficient students based on state criteria and to provide an appropriate bilingual education or English as a second language program conducted by teachers certified for such courses.

A. The charter holder certifies that prior to serving students the charter will have policies and procedures in place ensuring that it complies with the legal and regulatory requirements concerning identifying and providing appropriate educational services to limited English proficient students. Check one: 0Yes (UNo

Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. §794, prohibits discrimination on the basis of disability in any program receiving federal financial assistance. A recipient that operates a public education program or activity shall provide a free, appropriate public education to qualified individuals.

B. The charter holder certifies that prior to serving students the charter will have policies and procedures in place ensuring that it complies with the legal and regulatory requirements concerning identifying and providing appropriate educational services to students protected by Section 504. Check one:

~~~~QNo~~~~

TEC §38.003, TEC§12.104(b)(2)(K), 19 TAG §74.28 and Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. §794, require charter schools to identify students with dyslexia or related disorders and to provide appropriate educational services.

C. The charter holder certifies that prior to serving students the charter will have policies and procedures in place ensuring that it complies with the legal and regulatory requirements concerning identifying and providing appropriate educational services to students with dyslexia or related disorders. Check one: 0Yes DNo

I the undersigned hereby certify that the information contained in this document is, to the best of my knowledge, correct and that the governing body of the charter holder has authorized me to provide these assurances.

~~~~Signature of Charter Holder Board Chair i '•'! Date (must sign in blue ink) ; Special Education Assurances and Development of Policies and Procedures~~~~

Electronic Submission of Charter Policies and Procedures Assurances Pursuant to the Individuals with Disabilities Education Improvement Act (IDEA 2004) Section 613 (a) (1), each charter school must have on file with the Texas Education Agency (TEA) a plan that provides assurances that it has in effect policies, procedures and programs consistent with State policies and procedures governing special education. Region 18 Education Service Center (ESC) in coordination with other ESCs provides leadership to the State in the electronic development of charter policies and procedures through the online Legal Framework for the Child-Centered Process Phase IV: "Charting the Course" (Legal Framework-Phase IV) at http://framework.escl8.net/.

Applicant Assurance Statement The sponsoring entity's CEO must sign the assurance statement below certifying that the proposed charter school will have in place upon opening the above-described special education policies and procedures. The charter holder will develop its policies and procedures through the online Legal Framework.

Future Updates to Policies and Procedures Charters will use the Legal Framework for developing and submitting updated policies and procedures assurances in the future. Guidance from ESCs on updates to policies and procedures will be ongoing.

Technical Assistance For questions concerning or information about the electronic submission of charter policies and procedures, please contact your regional ESC special education contact at http:/Avww.tea.sfate.tx.us/special.ed/escinfQ/contacthtm].

~~~~Assurance Statement~~~~

By signing below, the sponsoring entity assures that the proposed charter school will have in place upon opening policies and procedures that ensure implementation of IDEA 2004 and all federal regulations, Texas laws, State Board of Education (SBOE) rules, and commissioner's rules concerning students with disabilities receiving special education services and further assures that anyiuture amendments to the regulations, laws, and rules will be inco^orafcd into poliofes and procedures and implemented by the charter

~~~~(BLUE INK) Signature of CEO of Sponsoring Entity Date Henrv Ford Learning Institute 38-3463866 Official Name of Charter Holder FEI No./Taxpayei ID~~~~

~~~~Henrv Ford Academy: San Antonio Charter School Name County-District No. TEXAS EDUCATION AGENCY~~~~

~~~~Division of Planning and Grant Reporting~~~~

~~~~Ccneral Application of Assurances for Federal Programs Administered bv the U.S. Department of Education~~~~

Authority for Data Collection: 20 USC Section 1232e and t>. L. 107-1 10. No Child Left Behind Act of 2001. Title IX. Part C, Section 9306 (a). Planned Use of Data; The requirements established in United States Code Annotated, Title 20, Education, Chapter 3 1 , Subchapter III, Section 1232e stipulate that "Each local education agency which participates in an applicable program under which federal funds are made available to such agency through a State agency shall submit, to such agency or board, a general application containing the assurances set forth in subsection (b) of this section", The requirements of P. L. 107-1 10, No Child Left Behind Act of 2001, Title IX, Part C, Section 9306 (a) stipulate that "any applicant, other than a State educational agency that submits a plan or application under this ACT, whether separately or pursuant to section 9305, shall have on file with the State educational agency a single set of assurances, applicable to each program for which a plan or application is submitted." The application shall cover the participation by the local educational agency, public agency, nonprofit private agency, institution, organization or Indian tribe in all federal programs administered by the U.S. Department of Education. Instructions: This general application wil ble in effect for the duration of participation in federal programs until such time as the requirements change. The superintendent or authorized official must sign the certification and return to the address below. Payment for federally funded applications and conn-acts cannot be made by this Agency until the general application is received. Payments to grantees for current grants may be delayed if the General Application of Assurances is not received in the time requested. For further information, contact the Division of Planning and Grant Reporting at (512)463-7004.

Certification: I, the undersigned authorized official for the above-named local educational agency, public agency, nonprofit private agency, institution, organization or Indian tribe in accordance with 20 USC Section 1232e and P. L. 107-1 10, No Child Left Behind Act of 2001, Title DC, PartC, Section 9306 (a), hereby apply for participation in federally funded education programs.

I certify that the above-named local educational agency, public agency, nonprofit private agency, institution, organization or Indian tribe will adhere to the assurances stated on the reverse side of this form,

Typed Name of Authorized Official of Date Telephone Authorized Original Signature (blue ink) Charter Holder 9fy»\t\or\ /V. Typed Title of Authorized Official of Charter Holder 0\f. of Address of Charter Holder City State Zip Code Blv/d Dearborn Hi

~~~~SEP 1 8 i~~~~

~~~~DF/GA/CS-001R03 DIVISION OF CHARTER SCHOOL ADMINISTRATION APPLICATION REVIEW/CONTINGENCIES GENERATION 14 APPLICANT~~~~

Proposed Charter School: Henry Ford Academy: San Antonio Proposed Charter Holder: Henry Ford Learning Institute New or Conversion: New Employer ID Number (EIN): 38-3463866 Education Service Center: Region XX

: : AR@£g 3v?; ic; ;; I InformatiphraridilssiJ^ilderJtified Grades Served • 9-12 Maximum • 480 Enrollment Number of Sites • 1 site • 318 W Housto. n St., San Antonio, Texas 78207 Education Plan • P. 18 and P. 21 Stat - e the understanding that placement for special education students is determined by the ARD committee and placement in mainstream is not predetermined. Teacher to Student • P. 24 Stat- e the maximum that will be allowed in any one Ratio class. "An average of teacher-student ratio of 1:24 in class settings," will not suffice. "The overall teacher-to-student ratio will be lower (1:18 or better...}," will not suffice. Student Goals • P. 31 Goa - l 5 states that all students will need to be accepted to at least one college program in order to graduate. Although very laudable, this goal cannot be used to prevent a graduation and must be cost neutral for all students. Human Resources • Place on the organizational chart and provide a job Information description for the following positions mentioned throughout the text: • P. 32 - Planning Director, and • P. 44 Specia- l Education Coordinator. • Provide job descriptions for the following positions listed on the organizational chart: • Office manager/financial assistant, « Counselor, • Community outreach, • Office manager, • Security, and » Social worker. • P. 58 Provid- e an analysis of salary and benefits for the PEIMS Coordinator, Office Manager/Financial Assistant and Counselor. Community • Okay Support Geographic • East Central ISO Boundaries • Edgewood ISO - Harlandale ISO

Iof2 DIVISION OF CHARTER SCHOOL ADMINISTRATION APPLICATION REVIEW/CONTINGENCIES GENERATION 14 APPLICANT Judson ISO North East ISO Northside ISO San Antonio ISO South San Antonio ISO Southside ISO Southwest ISO Other Remove from the application all exhibits after Attachment P. State the understanding that charter applications are often requested through the Public Information Act and that even though the application is copyrighted, it will be released if requested. Assurance Signed Assurances related to the requirements of Bilingual/ESL Documents programs, Section 504 of the Rehabilitation Act of 1973, and dyslexia programs will be required if a charter is awarded. In addition, a special education and federal assurance document is required prior to the execution of a charter contract.

~~~~2 of 2 LEGAL REVIEW OF FOURTEENTH GENERATION APPLICATION~~~~

~~~~Charter School: Henry Ford Academy-San Antonio~~~~

~~~~Charter Holder: Henry Ford Learning Institute~~~~

~~~~CORRECTIONS REQUIRED~~~~

AREAS REVIEWED Governance Structure • If acharter is granted, the By-Laws will have to be updated to bring them into compliance with the Texas Open Meetings Act. There are some references to Texas law but there needs to be more amendments. • Th eOrganizational Chart is confusing. There is a dotted line from the Governing Body of the Charter School to the Charter Holder and no relation between the Governing Body of Charter School and the Executive Director or school. Clarify the role of the secondary board? • HFLI is going to provide services for a fee to HFA; TEA should review the finished contract for those services. Biographical Affidavits • Current Affidavits are fine but if new members are added, those new Affidavits will need to be reviewed. It is an out-of-state nonprofit corporation, so it must have a majority of board members who live within 50 miles of school. If not, then approval of charter is contingent upon naming a secondary board that is made up of entirely members who reside within 50 miles of school. Admissions Policy • If acharter is granted, a review of the Admissions Application, Enrollment Forms and Promotional Information will be conducted during the contingency process. • Th Admissione s Policy must recite the language of TEC 12.111(a) 6. Nonprofit Status • It is aMichigan nonprofit corporation with an active status. Other • None TEXAS EDUCATION AGENCY DIVISION OF FINANCIAL AUDITS

~~~~MEMORANDUM~~~~

~~~~TO: Mary Perry, Director Division of Charter Schools~~~~

~~~~THROUGH: Fred Tracy, Director of Desk Reviews~~~~

~~~~FROM: Linda Fredlund, Auditor~~~~

~~~~DATE: August 29, 2008~~~~

~~~~REFERENCE: Henry Ford Academy: San Antonio Application Review # 701/07/116/007~~~~

Auditors reviewed the Application for an Open-Enrollment Charter School - Fourteenth Generation (document # 701/07/116/007) (the charter application) filed by Henry Ford Learning Institute, Inc. (FEIN: 38-3463866) (the charter applicant), a Michigan nonprofit corporation granted exemption from federal income taxation pursuant to section 501(a) of the Internal Revenue Code (IRC) as an organization described in section 501(c)(3).

The name for the proposed charter school is Henry Ford Academy:San Antonio. Auditors reviewed the charter application to ensure that the charter applicant did not propose to operate a charter school in a manner not consistent with state and federal laws and regulations; and/or that it did not contain any inconsistencies or discrepancies. This memorandum summarizes our observations and includes our questions.

Attachment L) Documentation Verifying All Sources of Funding Question 1: ll(m) of the application instructions requires that the charter holder submit documentation (i.e. letters of credit, letters from donors, loan agreements, notices of grant awards, etc.) verifying all sources of funding. The Three Year Financial Projection Summary, page 347, of the application lists contributions from the Walton Family Foundation of $100,000 in the planning year; $100,000 in Year 1 and $50,000 in Year 2 of the school's operations. In addition, the financial projection worksheet estimated funding from "Other Annual Fundraising" of $175,000 in Year 1; $275,000 in Year 2 and $350,000 in Year 3 of operations. It is noted that in each of the years the ending net assets are materially less than the projected "Other Annual Fundraising" plus the contributions from the Walton Family Foundation. If the fundraising estimates are not correct, will additional funding be available or will the school be operating at a TEXAS EDUCATION AGENCY Division of Financial Audits

~~~~August 29, 2008 Henry Ford Academy: San Antonio Application Review # 701/07/116/007, page 2~~~~

~~~~deficit? Also, please provide documentation to support the Walton Family Foundation contributions.~~~~

Attachment O) Negotiated Service Agreements (Letter of Intent to Lease) Question 2: If the charter application is approved, please provide a copy(s) of the signed negotiated service agreement(s) for payroll services and financial accounting services as referenced per Question 1 l(t).

Attachment P) Negotiated Lease Agreements (Letter of Intent to Lease) Question 3 If the charter application is approved, please provide a copy of the signed negotiated lease with The Alameda Theater National Center for Latino Arts and Culture as requested in Question 1 l(bb). CDN015833

~~~~CONTRACT FOR OPEN-ENROLLMENT CHARTER SCHOOL~~~~

This contract is executed between the Texas State Board of Education (the "Board") and Henry Ford Learning Institute ("Charter Holder") to operate Henry Ford Academy: Alameda School for Art + Design, a Fourteenth Generation open-enrollment charter school.

~~~~General~~~~

~~Definitions. As used in this contract: "Charter" means the Fourteenth Generation open-enrollment charter as provided by, Chapter 12 Subchapter D, Texas Education Code, and granted by this contract.~~

~~~~"Charter Holder" means the sponsoring entity identified in the charter application and the entity to which a charter is granted by this contract.~~~~

"Charter School" means the Fourteenth Generation open-enrollment charter school. Charter School is part of the public school system of Texas and is a "charter school" within the meaning of 20 U.S.C. § 8066.

~~~~"Agency" means the Texas Education Agency.~~~~

~~~~"Commissioner" means the Commissioner of Education.~~~~

The Charter. This contract grants to Charter Holder a Fourteenth Generation open-enrollment charter under Texas Education Code Chapter 12, Subchapter D. The terms of the charter include: (a) this contract; (b) applicable law; (c) Request for Application (RFA) 701-07-116 (dj any condition, amendment, modification, revision or other change to the charter adopted or ratified by the Board or the Commissioner; and (e) all statements, assurances, commitments and representations made by Charter Holder in its application for charter, attachments or related documents, to the extent consistent with the aforementioned (a) through (d).

Term of Charter. The charter shall be in effect from the date of execution through July 31, 2014 unless renewed or terminated. The grant of this charter does not create an entitlement to a renewal of the charter. The charter may be renewed for an additional period determined by the Commissioner.

~~~~Revision by Agreement. The terms of the charter may be revised with the consent of Charter Holder by written amendment approved by the Commissioner.~~~~

~~~~Students~~~~

Open Enrollment. Admission and enrollment shall be open to any person who resides within the geographic boundary stated in the charter application and who is eligible for admission based on lawful criteria identified in the charter application. Total enrollment shall not exceed the maximum number of students set out in the charter application.

Non-religious Instruction and Affiliation. Charter School shall not conduct religious iHsl&ttion. Charter Holder and Charter School shall be nonsectarian in their programs, policies, employmetji|t| practices, and all other operations.

~~~~1of3 i nChart, . s CDN015833~~~~

Children with Disabilities. A charter school is a "local educational agency" as defined by federal law. Charter Holder must comply with the Individuals with Disabilities Education Act (IDEA), as amended by the Individuals with Disabilities Education Improvement Act of 2004, 20 U.S.C. §1401, et seq., and implementing regulations; Section 504 of the Rehabilitation Act of 1973 (Section 504), 29 U.S.C. § 794, and implementing regulations; Title 11 of the Americans with Disabilities Act (ADA), 42 U.S.C. §§ 12131-12165, and implementing regulations; Chapter 29, Texas Education Code, and implementing rules; and court cases applying these laws.

Student Performance and Accountability. Charter Holder shall satisfy Chapter 39, Subchapters B, C, D, and G of the Texas Education Code, and related Agency rules, as well as the student performance accountability criteria stated in its application for charter.

~~~~Financial Management~~~~

Financial Management and Accountability. Charter Holder shall satisfy Chapter 12, Sections 12.104 and 12.111 of the Texas Education Code, and related Agency rules regarding financial management accountability.

~~~~Governance and Operations~~~~

Indemnification. Charter Holder shall hold the Board and Agency harmless from and shall indemnify the Board and Agency against any and all claims, demands, and causes of action of whatever kind or nature asserted by any third party and occurring or in any way incident to, arising out of, or in connection with any acts of Charter Holder, its agents, employees, and subcontractors in performance of this contract.

~~~~This Agreement~~~~

Entire Agreement. This contract, including all referenced attachments and terms incorporated by reference, contains the entire agreement of the parties. All prior representations, understandings, and discussions are superseded by this contract.

Severabilitv. If any provision of this contract is determined by a court or other tribunal to be unenforceable or invalid for any reason, the remainder of the contract shall remain in full force and effect, so as to give effect to the intent of the parties to the extent valid and enforceable.

Conditions of Contract. Execution of this contract by the Board is conditioned on full and timely compliance by Charter Holder with: (a) the terms, required assurances, and conditions of RFA 701-07-116; (b) applicable law; and (c) all commitments and representations made in Charter Holder's application and any supporting documents (to the extent such commitments and representations are consistent with the terms of this contract).

No Waiver of Breach. No assent, express or implied, to any breach of any of the_cownante..Qr_agreements herein shall waive any succeeding or other breach. ; I"""r::N> "n' V !U, Venue. Any suit arising under this contract shall be brought in Travis County,

~~~~2 of 3 CDN015833~~~~

~~~~Governing Law. In any suit arising under this contract, Texas law shall apply.~~~~

Laws and Rules Applicable. By executing this contract, the undersigned representatives of Charter Holder represent that they have read and understand the rules adopted by the Board and the Commissioner pursuant to Texas Education Code Chapter 12, Subchapter D and that they have had full opportunity to consult with their own legal counsel concerning said rules prior to executing this agreement. The undersigned representatives further understand and agree that: (a) this contract is contingent upon legislative authorization and the contract and the funding under it may be modified or even terminated by future legislative act; (b) the terms of this contract, and of the Fourteenth Generation open-enrollment charter created by this contract, include all applicable state and federal laws and all applicable rules and regulations; (c) state and federal laws, rules, and regulations may be adopted, amended or repealed from time to time; (d) all such changes to state and federal laws, rules, and regulations applicable to Charter Holder or to its charter school(s) may modify this contract, as of the effective date provided in the law, rule, or regulation; and (e) a contract term that conflicts with any state or federal law, rule, or regulation is superseded by the law, rule, or regulation to the extent that the law, rule, or regulation conflicts with the contract term.

Eligibility and Authority. By executing this contract, Charter Holder represents that it is an "eligible entity" within the meaning of Section 12.101(a), Texas Education Code. Charter Holder shall immediately notify the Commissioner of any legal change in its status, which would disqualify it from holding the charter, of any violation of the terms and conditions of this contract, or of any change in the chief operating officer of the Charter Holder. Charter Holder further represents that the person signing this contract has been properly delegated authority to do so.

~~~~Entered into this 1 I day of \ v^uvm^v, 2009~~~~

~~~~Texas State Board of Education: Henry Ford Learning Institute: 1nfo~~~~

~~~~I'fafa Jeff Rores, Cnfef Operating Officer Date~~~~

~~~~iLA 11| i J 3 of 3 Charter Schools~~~~