UP Academy Charter School of Boston Application

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Application for a Massachusetts Horace Mann III Public Charter School

UP Academy Charter School of Boston

Respectfully Submitted November 8, 2010

“I’d like to set a goal to turn around 1,000 low-performing schools a year for each of the next five years. I don't want to invest in the status quo. I want states and districts to take bold actions that will lead directly to the improvement in student learning. I want local leaders to find change agents who can fix these schools. And where appropriate, I want them to create partnerships with charter school operators with a track record of success. I want superintendents to be aggressive in taking the difficult step of shutting down a failing school and replacing it with one they know will work.”1

- U.S. Secretary of Education Arne Duncan, May 2009

“Today, I'm issuing a challenge to educators and lawmakers, parents and teachers alike: Let us all make turning around our schools our collective responsibility as Americans.”2

- U.S. President Barack Obama, March 2009

1 http://www.ed.gov/news/speeches/secretary-arne-duncan-testifies-house-education-and-labor-committee 2 http://www.whitehouse.gov/the-press-office/president-obama-announces-steps-reduce-dropout-rate-and-prepare-students-college-an

TABLE OF CONTENTS HORACE MANN CHARTER APPLICANT INFORMATION SHEET ...... iv HORACE MANN III CHARTER SCHOOL CERTIFICATION STATEMENT ...... v STATEMENT OF ASSURANCES ...... vi STATEMENT OF ASSURANCES FOR THE FEDERAL CHARTER SCHOOL PROGRAM GRANT ...... ix EXECUTIVE SUMMARY ...... x PUBLIC STATEMENT ...... xii APPLICATION FOR A HORACE MANN III CHARTER SCHOOL ...... 1 I. CHARTER SCHOOL MISSION, VISION, AND DESCRIPTION OF THE COMMUNITY TO BE SERVED ...... 1 A. MISSION STATEMENT ...... 1 B. VISION STATEMENT ...... 1 C. DESCRIPTION OF THE COMMUNITY TO BE SERVED ...... 2 II. HOW WILL THE SCHOOL DEMONSTRATE ACADEMIC SUCCESS? ...... 5 A. EDUCATIONAL PHILOSOPHY ...... 5 B. CURRICULUM AND INSTRUCTION ...... 7 C. PERFORMANCE, PROMOTION, AND GRADUATION STANDARDS ...... 14 D. ASSESSMENT SYSTEM ...... 17 E. SCHOOL CHARACTERISTICS ...... 20 F. SPECIAL STUDENT POPULATIONS AND STUDENT SERVICES ...... 26 III. HOW WILL THE SCHOOL DEMONSTRATE ORGANIZATIONAL VIABILITY? ...... 32 A. ENROLLMENT AND RECRUITMENT ...... 33 B. CAPACITY ...... 34 (1) Governance Structure ...... 37 (2) Roles and Responsibilities ...... 38 (3) Policy Development ...... 40 (4) Board Development ...... 42 (5) Memoranda of Understanding (MOU) ...... 43 (6) School Management Contract ...... 44 C. MANAGEMENT ...... 46 (1) Management Structure ...... 46 (2) Roles and Responsibilities ...... 46 (3) Educational Leadership ...... 47 (4) Human Resources ...... 49 D. FACILITIES AND STUDENT TRANSPORTATION ...... 51 E. SCHOOL FINANCES ...... 52 (1) Fiscal Management ...... 52 (2) Operating Budget and Budget Narrative ...... 55 F. ACTION PLAN ...... 59 IV. HOW WILL THE SCHOOL DEMONSTRATE THAT IT IS FAITHFUL TO THE TERMS OF ITS CHARTER? ... 61 A. PROCESS ...... 61 B. GOALS ...... 62 (1) Academic Success ...... 62 (2) Organizational Viability ...... 63 (3) Faithfulness to Charter ...... 63 C. NARRATIVE ...... 64 D. DISSEMINATION ...... 64

TABLE OF CONTENTS (continued) V. REQUIRED ATTACHMENTS ...... 66 A. DRAFT RECRUITMENT AND RETENTION PLAN ...... 66 B. OPERATING BUDGET: PROJECTED REVENUES AND EXPENDITURES ...... 69 C. COMPLETE DRAFT BYLAWS ...... 72 D. COMPLETE DRAFT ENROLLMENT POLICY ...... 79 E. ADDITIONAL ATTACHMENTS ...... 83 (1) Application for Admission ...... 83 (2) Distinction Between Role of Board, UP Academy Administration, and BPS ...... 85 (3) Roles and Responsibilities of UP Academy’s Leadership Team ...... 85 (4) Layout of UP Academy’s Proposed Facility ...... 91 (5) Additional Letters of Support for UP Academy ...... 100 F. RESUMES OF FOUNDING MEMBERS ...... 116 (1) Lead Founder ...... 116 (2) Proposed Trustees ...... 117 (3) Proposed School-Level Employees ...... 140 (4) Other Founding Team Members ...... 145 G. STATEMENT OF COMMITMENT FROM EACH FOUNDING MEMBER ...... 156 (1) Lead Founder ...... 156 (2) Proposed Trustees ...... 157 (3) Proposed School-Level Employees ...... 164 (4) Other Founding Team Members ...... 166 H. DRAFT MANAGEMENT CONTRACT ...... 170 I. MEMORANDA OF UNDERSTANDING ...... 200 (1) Type A between UP Academy’s Board of Trustees and BPS ...... 200 (2) Type B between UP Academy’s Board of Trustees, BPS, and bargaining units of the: 200 Boston Teachers Union ...... 186 Boston Association of School Administrators and Supervisors...... 210 Administrative Guild of the Boston School System ...... 216 Local Union No. 1952, Painters and Allied Trade District Council No. 35...... 222 Cafeteria and Food Service Union...... 228

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HORACE MANN CHARTER APPLICANT INFORMATION SHEET This form must be attached to the letter of intent, prospectus, and final application. Please type information.

Name of Proposed Charter School: UP Academy Charter School of Boston School Address (if known): 215 Dorchester Street, South Boston, MA 02127-2897 School Location (City/Town - required): South Boston Primary Contact Person: Scott Given Address: 25 Thomson Place, 1st Floor City: Boston State: MA Zip: 02210 Daytime Tel: (617) 851-1594 Fax: (617) 979-9238 E-mail: [email protected]

1. The proposed school will open in the fall of school year: 2011-12 School Year Grade Levels Total Student Enrollment First Year (2011-12) 6, 7, 8 486 Second Year (2012-13) 6, 7, 8 486 Third Year (2013-14) 6, 7, 8 486 Fourth Year (2014-15) 6, 7, 8 486 Fifth Year (2015-16) 6, 7, 8 486

2. Grade span at full enrollment: 6th-8th grades 3. Total student enrollment when fully expanded: 486-500 4. Age at entry for kindergarten, if applicable: n/a 5. The proposed Horace Mann charter school is: New 6. The proposed type of Horace Mann charter school is: Horace Mann III

HORACE MANN III CHARTER SCHOOL CERTIFICATION STATEMENT Proposed Charter School Name UP Academy Charter School of Boston School’s Current Name (If different from above) ______School Address 215 Dorchester Street City/Town South Boston, MA 02127-2897 I hereby certify that this prospectus/application has received approval from a majority of the school committee. The information submitted in this prospectus/application is true to the best of my knowledge and belief; and further, I understand that, if awarded a charter, the proposed charter school shall be open to all students, on a space available basis, and shall not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, age, ancestry, athletic performance, special need, proficiency in the English language or a foreign language, or academic achievement. I understand that the final application for the proposed school shall include a signed memorandum of understanding that describes the intended relationship between the proposed charter school and the school district. I also understand that an agreement with the collective bargaining unit is not required prior to Board approval of a charter, however the charter school’s board of trustees must negotiate with the collective bargaining unit and the school committee in good faith regarding any modifications to collective bargaining agreements following the award of a charter. If an agreement is not reached at least 30 days before scheduled opening, charter school operates under the terms of its charter until an agreement is reached. I further understand that the information submitted in this prospectus/application serves as an initial application for start-up assistance funding under the federal Charter Schools Program grant. This is a true statement, made under the penalties of perjury. I. School Committee

Signature______Date ______(Please label copy with original signature) Chairperson, School Committee Print/Type Name______Address ______City______State______Zip ______Daytime Telephone ______Fax ______

STATEMENT OF ASSURANCES This form must be signed by a duly authorized representative of the applicant group and submitted with the final application. An application will be considered incomplete if it is not accompanied by the Statement of Assurances. As the authorized representative of the applicant group, I hereby certify under the penalties of perjury that the information submitted in this application for a charter for UP Academy Charter School of Boston, to be located at 215 Dorchester Street, South Boston, MA, 02127-2897, is true to the best of my knowledge and belief; and further, I certify that, if awarded a charter, the school: 1. Will not charge tuition, fees, or other mandatory payments for attendance at the charter school, for participation in required or elective courses, or for mandated services or programs (Mass. Gen. Laws c. 71, § 89(m), and 603 CMR 1.03(3)). 2. Will not charge any public school for the use or replication of any part of their curriculum subject to the prescriptions of any contract between the charter school and any third party provider (Mass. Gen. Laws c. 71, § 89(l)). 3. Will permit parents to enroll their children only voluntarily and not because they must send their children to this school (The Elementary and Secondary Education Act of 1965, as amended, Title V, Part B, Subpart 1 — Public Charter Schools Section 5210(C)). 4. Will enroll any eligible student who submits a timely and complete application, unless the school receives a greater number of applications than there are spaces for students. If the number of application exceeds the spaces available, the school will hold a lottery in accordance with Massachusetts charter laws and regulations (Mass. Gen. Laws c. 71 § 89(n), and 603 CMR 1.06). 5. Will be open to all students, on a space available basis, and shall not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, age, ancestry, athletic performance, special need, proficiency in the English language or a foreign language, or academic achievement (Mass. Gen. Laws c. 71, § 89(m)). 6. Will be secular in its curriculum, programs, admissions, policies, governance, employment practices, and operation in accordance with the federal and state constitutions and any other relevant provisions of federal and state law. 7. Will comply with the federal Age Discrimination Act of 1975 and Title IX of the Education Amendments of 1972. 8. Will adhere to all applicable provisions of federal and state law relating to students with disabilities including, but not limited to, the Individuals with Disabilities Education Act, section 504 of the Rehabilitation Act of 1974, and Title II of the Americans with Disabilities Act of 1990 and chapter 71B of the Massachusetts General Laws. 9. Will adhere to all applicable provisions of federal and state law relating to students who are English language learners including, but not limited to, Title VI of the Civil Rights Act of 1964, the Equal Educational Opportunities Act of 1974, and chapter 71A of the Massachusetts General Laws. 10. Will comply with all other applicable federal and state law including, but not limited to, the requirement to offer a school nutrition program (Mass. Gen. Laws c. 69, § 1 (c)). 11. Will meet the performance standards and assessment requirements set by the Board of Elementary and Secondary Education for all students in public schools including, but not limited to, administering the Massachusetts Comprehensive Assessment System (MCAS) (Mass. Gen. Laws c. 71, § 89(v), and 603 CMR 1.05(1)(i)).

12. Will submit an annual report to the Department of Elementary and Secondary Education on or before the required deadline (Mass. Gen. Laws c. 71 § 89(jj)). 13. Will submit an accountability plan no later than the end of the first year of the school’s charter, establishing specific five-year performance objectives as specified in the state regulations (603 CMR 1.05 (1)(j)) and guidelines. 14. Will submit an annual independent audit to the Department of Elementary and Secondary Education and the Office of the State Auditor no later than January 1 of every year, as required by the charter school statute (Mass. Gen. Laws c. 71, § 89(jj), or at such other time as may be designated in 603 CMR 1.09 (3)). 15. Will submit required enrollment data each March to the Department of Elementary and Secondary Education by the required deadline (Mass. Gen. Laws c. 71, § 89(o), and 603 CMR 1.09(4)). 16. Will meet enrollment projections through demonstration of support for the proposed charter school in the communities from which students would be likely to enroll (603 CMR 1.05 (c)). 17. Will operate in compliance with generally accepted government accounting principles (Mass. Gen. Laws c. 71, § 89(jj)). 18. Will maintain financial records to meet the requirements of Mass. Gen. Laws c. 71, § 89 and 603 CMR 1.00. 19. Will participate in the Massachusetts State Teachers’ Retirement System (Mass. Gen. Laws c. 71, § 89(y)). 20. Will employ individuals who hold an appropriate license to teach in a public school in Massachusetts and meet all applicable staff requirements of the federal No Child Left Behind Act (Mass. Gen. Laws c. 71 § 89(ii), and 603 CMR 1.07). 21. Will provide the Department of Elementary and Secondary Education with written assurance that a criminal background check has been performed, prior to their employment, on all employees of the school who will have unsupervised contact with children (Mass. Gen. Laws c. 71, § 38R, and 603 CMR 1.05(3)(d)). 22. Will obtain and keep current all necessary permits, licenses, and certifications related to fire, health, and safety within the building(s) and on school property (603 CMR 1.05(1)(p), 1.05(3)(g), 1.05(3)(h), and 1.09(6)). 23. Will maintain uninterrupted necessary and appropriate insurance coverage (603 CMR 1.05(3)(j)). 24. Will submit to the Department of Elementary and Secondary Education the names, home addresses, and employment and educational histories of proposed new members of the school’s board of trustees for approval prior to their service (603 CMR 1.05(3)(a)). 25. Will ensure that all members of the school’s board of trustees file with the Department of Elementary and Secondary Education, the State Ethics Commission, and the city or town clerk where the charter school is located completed financial disclosure forms for the preceding calendar year according to the schedule required by the charter school office (Mass. Gen. Laws c. 71, § 89(u)). The disclosure is in addition to the requirements of said chapter 268A and a member of a board of trustees must also comply with the disclosure and other requirements of said chapter 268A. 26. Will provide the Department of Elementary and Secondary Education with a federal taxpayer identification number issued solely to the charter school and all required information regarding a bank account held solely in the name of the charter school (603 CMR 1.05(4)).

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27. Will, in the event the board of trustees intends to procure substantially all educational services for the charter school through a contract with another person or entity, submit such contract for approval by the Board of Elementary and Secondary Education to provide for any necessary revisions and approval prior to the beginning of the contract period (Mass. Gen. Laws c. 71, § 89(k)(5)). 28. Will notify the Department of Elementary and Secondary Education immediately in writing of any change in circumstances that may have a significant impact on the school’s ability to fulfill its goals or missions as stated in its charter (603 CMR 1.09(7)). 29. Will submit in writing to the Commissioner of Elementary and Secondary Education a request to amend its charter if the school plans to make a change to its operations as defined in 603 CMR 1.11.

______Signature Date

______Affiliation

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STATEMENT OF ASSURANCES FOR THE FEDERAL CHARTER SCHOOL PROGRAM GRANT These additional assurances are required to ensure compliance with requirements for the federal Charter Schools Program grant: 1. Will annually provide the U.S. Secretary of Education and the Department of Elementary and Secondary Education such information as may be required to determine if the charter school is making satisfactory progress toward achieving objectives described in this application (The Elementary and Secondary Education Act of 1965, as amended, Title V, Part B, Subpart 1 — Public Charter Schools Section 5203(b) (3)). 2. Will cooperate with the U.S. Secretary of Education and the Department of Elementary and Secondary Education in evaluating the program described in the application (The Elementary and Secondary Education Act of 1965, as amended, Title V, Part B, Subpart 1 — Public Charter Schools Section 5203(b) (3)). 3. Will provide other information and assurances as the U.S. Secretary of Education and the Department of Elementary and Secondary Education may require (The Elementary and Secondary Education Act of 1965, as amended, Title V, Part B, Subpart 1 — Public Charter Schools Section 5203(b) (3)).

______Signature Date

______Affiliation

EXECUTIVE SUMMARY UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School to open in fall 2011, serving students in grades 6-8. In addition to enrolling 162 incoming 6th grade students, UP Academy aims to, that first year, serve all rising 7th and 8th grade students previously enrolled in the Patrick F. Gavin Middle School, an underperforming district school that Boston Public Schools (BPS) intends to close after the 2010-11 academic year.3 In total, the school will open its doors to nearly 500 middle school students. Our Mission. UP Academy will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential. Our Students. UP Academy seeks to educate students at risk of not reaching their full potential. The school aims to serve a population of students who, without our program, may have been substantially excluded from the path to college. We intend to initially enroll many of the students currently attending the Gavin, including the school’s large population of Special Education students and English Language Learners. Going forward, we intend to enroll students reflective of the demographics and learning needs across the BPS system. We believe that our school program can provide all students with a tremendous middle school education that they may otherwise have gone without. School Turnaround. Our founding team believes that partnering with BPS to close an underperforming district school and to “restart” it as a Horace Mann Charter School represents the most effective and efficient means to close the state’s achievement gap. In collaboration with the BPS, which is continuing its efforts to improve student achievement at underperforming schools through new strategies and alternative approaches, and with Unlocking Potential, a non-profit school management organization, UP Academy intends to rapidly transform the academic outcomes of students who may otherwise have attended an underperforming school. Our Vision. Through the creation of UP Academy, we will create an extraordinary school option for families and students in Boston and we will be part of the national effort to turn around the country’s lowest- achieving schools. Within four years, at least 75% of the school’s students will demonstrate grade-level proficiency in math and English, and thus secure a firm place on the path to college. Over time, UP Academy will aim to both support and learn from other district-led school improvement efforts being pursued throughout the city and state. Our Program. To effectively fulfill its mission, UP Academy will utilize the practices of the highest- performing urban charter schools, BPS schools, and school turnaround organizations. Our team believes that any student can rapidly approach grade-level proficiency when exposed to an academic environment defined by the following programmatic components, which will infuse our school: 1. Relentlessly high, consistent academic and behavioral expectations for all stakeholders, including our students, our families, and our staff. Our expectations will be explicitly taught, meticulously enforced, and consistently supported by school-wide systems of incentives and consequences. 2. Seamless and detailed operating procedures. Our operating systems will be wide-reaching and encompass every imaginable aspect of school operations, and will be implemented with unyielding attention to detail. All routines will be modeled for, and practiced by, the appropriate constituents at the beginning of each year, and regularly reinforced thereafter. 3. Rigorous, standards-based curriculum, instruction, and assessments. Our educational program will be designed to help students master core basic content and skills by the end of 8th grade, while simultaneously preparing them for the intellectual demands of a college preparatory high school program. 4. A wide-reaching network of supports designed such that no child is left behind. Our school will employ an extensive network of whole-school and individualized supports to catch struggling students before they fall behind. When faced with a student who is not finding success in our program, we will seek to identify the underlying skill deficiency and then provide systematic supports to address the issue.

3 Per state regulations, the proposed school will hold a lottery for all of the school’s seats.

5. An obsession with regularly and effectively using data. We will regularly analyze academic assessment data to understand which concepts students have and have not mastered, using this analysis to build tutoring plans and to make adjustments to our program. Data detailing student performance on non-academic goals will also permeate the school and drive individual and school-wide improvements. 6. An atmosphere of enthusiasm and joy. Our program will be designed to ensure that teaching and learning become exciting and fun. Our Philosophy. The above programmatic components will be implemented in parallel with the school’s two guiding philosophies. To accomplish UP Academy’s mission effectively, (1) all stakeholders should work with urgency in all that they do and (2) all stakeholders should not make or accept excuses for anything less than excellence. Our People. We know that without a mission-aligned, philosophically-aligned, smart, relentless team, nothing else will matter. Thus, we are prepared to work tirelessly and invest significantly to recruit and hire the most talented and driven staff members from within Boston and across United States to work at UP Academy and serve our school’s students and families. Our Community Support. Our plans have been embraced and welcomed by the Mayor of Boston, the BPS Superintendent, BPS families, BPS teachers, and many other community stakeholders, all of whom recognize the need for Boston’s underperforming schools to be transformed by those with a strong track record of success in serving the city’s students and families. Our Capacity. UP Academy has the capacity that is required to achieve its mission. The school’s founding team will contribute insights from having managed, governed, or worked in some of the highest performing urban public schools in the United States. For example, the school’s Lead Founder, Scott Given, spearheaded a dramatic school improvement effort between 2005 and 2008, ultimately leading the school to become one of the state’s highest-performing public middle schools. UP Academy’s proposed founding Board of Trustees possesses a wide variety of critical qualifications, including charter school governance experience. The balance of the school’s founding team shares a commitment to the school’s mission and the attributes necessary to turn the vision for UP Academy into a reality. Further, BPS will contribute many district-wide best practices, including those prescribed to serve the city’s most at-risk learners. And, not insignificantly, UP Academy has the commitment of large philanthropic organizations that will ensure that the school has the financial resources necessary to succeed.

PUBLIC STATEMENT UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School opening in fall 2011, serving students in grades 6-8. In addition to enrolling 162 incoming 6th grade students, UP Academy aims to, that first year, serve all rising 7th and 8th grade students previously enrolled in the Patrick F. Gavin Middle School, an underperforming district school that BPS intends to close after the 2010-11 academic year. UP Academy will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential.

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APPLICATION FOR A HORACE MANN III CHARTER SCHOOL

I. CHARTER SCHOOL MISSION, VISION, AND DESCRIPTION OF THE COMMUNITY TO BE SERVED A. MISSION STATEMENT UP Academy will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential. B. VISION STATEMENT The founders of UP Academy Charter School of Boston (UP Academy) seek to establish an extraordinary middle school option for students currently underserved by the Patrick F. Gavin Middle School (Gavin) and their families, other Boston Public School (BPS) students and their families, and additional community stakeholders. The new school will provide its students with an academic environment that leads to rapid core-skill development and the internalization of important, positive lifelong values. The students, families, and staff members of UP Academy will work together harmoniously to create a culture in which all constituents enthusiastically strive for excellence and achievement in the short term. Students will graduate from the school with the knowledge, skills, and strength of character to succeed on the path to college and to achieve their full potential. UP Academy will be created through a collaborative and unique partnership between the school’s founding team and BPS. The school’s founding team members will contribute insights from having managed, governed, and worked in some of the highest-performing urban public schools in the United States. BPS will contribute its vast accumulated knowledge of district-wide best practices, including those prescribed to serve the city’s most at-risk learners. UP Academy will aim to both support and learn from other district-led school improvement efforts being pursued throughout the city. Within weeks of opening its doors:

 UP Academy students will have completed an intense orientation. The students will have already mastered some of the core reading and math skills that they had struggled to grasp in years past, and will be reflecting on character traits such as perseverance and integrity. They will love their new school, regularly laughing and smiling alongside their teachers, and they will be excited about their newfound vision for enrolling in, succeeding in, and graduating from college.  UP Academy parents, all of whom will have received one or more home visits from an UP Academy staff member, will be hopeful that the school can unlock the potential of their children. They will understand the sacrifices that completing the school’s program will require, but they will know that the school’s staff members see them as fundamental partners who must play an active role in helping the school to fulfill its mission.  UP Academy teachers will have been working hard since the beginning of August to develop their curricula, lessons, and assessments; to learn and practice the details of UP Academy’s comprehensive operational, academic and behavioral systems; to enhance their skills and knowledge to best serve all students, including students with disabilities and English Language Learners (ELLs); and to build a foundation for positive relationships with students and families.  Community members will already see UP Academy as a source of pride and inspiration. Visitors will be impressed by the tangible sense of scholarship and seriousness that permeates that school.  UP Academy’s Board of Trustees (Board) will remain actively engaged in governing the school, ensuring that it is well-positioned for long-term success. Four years into the future, at least 75% of UP Academy students will be demonstrating proficiency in math and English Language Arts (ELA). The school will have graduated three classes of students who are performing well in their college preparatory high school programs. With the support of UP Academy’s graduate service personnel, these students will be preparing applications for enrollment into college. Other BPS leaders and teachers will be visiting UP Academy often, learning from its educational approaches, and implementing similar practices to improve student

1 achievement in their own schools, while UP Academy’s leaders and teachers will likewise be spending time in excellent BPS schools to learn from and collaborate with their teams. The school will have gained a reputation as one of the best middle school options for students and families in Boston. The school’s student recruitment efforts will ensure that the demographics of the school’s student population continue to reflect those of the district as a whole. Ten years into the future, at least 90% of UP Academy students will be consistently scoring proficient and advanced on the MCAS, thereby fully eliminating the racial and socioeconomic achievement gap, and bridging the gap between each student’s full potential and his or her reality. Having provided an excellent education to nearly 1,500 graduates and still enrolling nearly 500 students each year, UP Academy will be proposing its second charter renewal. More significantly, two classes of students will have already graduated from college, and many more will be on a successful path towards doing the same. These alumni will represent Boston’s next generation of leaders in medicine, law, business, public service, engineering, education, and countless other fields. C. DESCRIPTION OF THE COMMUNITY TO BE SERVED UP Academy is proposed as a new Horace Mann III Charter School, serving students in grades 6-8, to begin operation in fall 2011. In addition to enrolling a new, incoming cohort of 162 6th grade students, UP Academy intends to, that first year, serve many of the rising 7th and 8th grade students previously enrolled in the Gavin, an underperforming district middle school that BPS intends to close at the end of the 2010-11 academic year. Many BPS schools that serve students in grades 6-8 today are doing an admirable job of ensuring that their students master core skills that will allow them to succeed on the path to college. It is for this reason that our founding team is thrilled to partner with BPS on this endeavor, as we know that we can learn a tremendous amount from the district’s highest performing middle schools. However, BPS, like nearly every other urban district across the country, has recognized the ongoing presence of low- performing schools (e.g., the Gavin) within the system, particularly at the middle school level. The founding team believes that students across the city of Boston who currently attend a low-performing middle school, or who would potentially attend a low-performing middle school in the future, represent some of the state’s most vulnerable students, as they often move on from 8th grade without the basic math and reading skills necessary to have success in high school. Thus, these students are at risk of being precluded from the path to college and their full potential. In fact, our founding team has completed analysis indicating that, under the status quo, over the long term, nearly 19 of 20 students in the lowest-performing BPS middle schools will never graduate from college.4 Above all else, our founding team is motivated to open a public school that effectively serves these at-risk students. We believe that doing so is the most effective and efficient means to eliminate the achievement gap. Target Student Population. While we recognize that every charter school in the Commonwealth holds an annual, open lottery to determine students who will enroll in the school, our founding team has received confirmation from the Massachusetts Department of Elementary and Secondary Education (DESE) that, during our initial lottery period (spring and summer 2011), priority for enrollment in our school shall be given to students enrolled in the Gavin on the date that our application is filed.5 Our founding team believes that UP Academy is likely to initially enroll:  A high percentage of students who have not mastered basic skills. In 2010, only 30% of the Gavin’s 8th grade students demonstrated proficiency in ELA and only 25% demonstrated proficiency in math.6  A high percentage of students with disabilities, both relative to district averages and relative to most other charter schools in the Commonwealth. For the 2010-11 academic year, the Gavin is reporting that 32.7% of

4 Analysis conducted by Scott Given using multiple sources, including Getting to the Finish Line, a longitudinal study published in 2008 that tracked the college enrollment and graduation rates of BPS high school graduates; BPS high school dropout data, analyzed by subgroup; and MCAS proficiency rates in underperforming district middle schools. The analysis includes some assumptions in the absence of specific data. Contact Scott Given for the details of his analysis. 5 Confirmation received via phone call from the DESE employee Ruth Hersh to Scott Given on June 18, 2010. 6 Source: DESE.

its students received special education services.7 In 2010, of the 8th grade special education students taking the MCAS, only 2% demonstrated proficiency in math and only 5% demonstrated proficiency in ELA.8  A high percentage of ELLs, both relative to district averages and relative to most other charter schools in the Commonwealth. For the 2010-11 academic year, the Gavin is reporting that 28.1% of its students were Limited English Proficient (LEP).9 In 2010, of the 8th grade ELLs taking the MCAS, only 21% demonstrated proficiency in math and only 8% demonstrated proficiency in ELA.10  A racially diverse student population. For the 2009-2010 academic year, the Gavin reported that 48% of its students were African-American; 29% were Hispanic; 14% were White; and 7% were Asian/Pacific Islander.  A high percentage of low-income students. For the 2009-2010 academic year, the Gavin reported that 89.5% of its students qualified for free or reduced lunch.11  Students most likely residing in one of three Boston neighborhoods: Dorchester, South Boston, or Mattapan. For the 2009-10 academic year, approximately 51% of the Gavin’s students resided in Dorchester; 17% in South Boston; and 14% in Mattapan.12 As described throughout this application, UP Academy’s initial and long-term recruitment efforts will ensure that our student demographics (e.g., family income status, race) and learning needs (e.g., percentage of ELLs and students with disabilities) always approximate those of the district as a whole. We are particularly motivated by the opportunity to serve a student population that some Commonwealth charter schools have struggled to recruit to their schools. Limited Middle School Options for our Target School Population. While UP Academy will be open to students from all neighborhoods of Boston, we anticipate that many of the school’s students will be drawn from Dorchester, South Boston, and Mattapan, in line with historical enrollment patterns at the Gavin. Historically, proficiency rates at district schools serving these neighborhoods have been low.13 Further, while these neighborhoods currently have two high-performing Commonwealth charter schools serving students in grades 6-8, both schools have extensive waiting lists for their limited seats. Lastly, given the socioeconomic status of many families within our target population, tuition-based private schools are not a realistic middle school option for these students. Ability to Serve the Target Student Population. In collaboration with the district, which is continuing its efforts to improve student achievement at underperforming schools through new strategies and alternative approaches, and with Unlocking Potential,14 a non-profit school management organization (SMO), the founders of UP Academy intend to rapidly transform student outcomes of their target student population. Within four years, at least 75% of the school’s students will demonstrate grade-level proficiency in math and English, and thus secure a firm place on the path to college. The founders of UP Academy seek to create an extraordinary school option for families and students in Boston and to be part of the national effort to turn around the country’s lowest-achieving schools. In fact, our specific, collaboratively developed plan of action with BPS is perfectly aligned with one of the four approaches that the federal government has recommended that states and districts use to transform their most underperforming schools. Under this vehicle, the “restart” model, a school is to be “closed and reopened under a charter school operator, a charter management organization, or an education management organization that has been selected through a rigorous review process.”15 Founders’ expertise. As described in section III(B), we believe that our founders are uniquely well-positioned to launch this school and serve this community. Specifically, Lead Founder, Scott Given, will draw on his experience as the

7 Source: BPS. 8 Source: DESE. 9 Source: BPS. 10 Source: DESE. 11 Source: DESE 12 Source: BPS. Percentages are approximate. 13 Of the nine BPS schools located in these three neighborhoods, seven schools had 8th grade math proficiency rates of 25% or less and five school had 8th grade ELA proficiency rates of 50% or less. 14 During UP Academy’s pre-operational period, Unlocking Potential is providing voluntary, in-kind support to aid the successful launch of UP Academy. If UP Academy receives a charter, the school’s Board would consider establishing a management contract with Unlocking Potential that would define the relationship between the two entities on a going forward basis. Throughout this document, unless otherwise explicitly stated, the term ‘we’ is used to refer to the current and anticipated collaboration between the proposed school and Unlocking Potential. 15 http://www.ed.gov/blog/2010/03/whats-possible-turning-around-americas-lowest-achieving-schools/

Principal of Excel Academy Charter School, where he served a similar student population to that of the Gavin. He led a comprehensive improvement plan that enabled Excel Academy to transform from an underperforming school into the highest-performing public middle school in Massachusetts.16 Innovative methods. UP Academy’s rigorous program and high expectations have been specifically designed to serve students who are academically challenged and/or face challenges outside of school based on their low income status. The key methods we will utilize to bring rapid improvement to the school are not commonly practiced in many of Boston’s district schools, particularly those that are underperforming. While a thorough overview of our proposed school-level practices is detailed throughout the remainder of this application, the program we envision for UP Academy blends the best practices from high-performing charter schools that, in large part, have never been fully utilized in district schools, with the best practices already in place across the BPS system. Thus, we hope to position our school, and the process by which we bring rapid improvement to an existing school, as a model from which other underperforming schools in Boston and Massachusetts can learn. Support for UP Academy. There is significant support for our proposed school and plan of action from key BPS district personnel, BPS teachers, Boston charter school representatives, Boston families, and other key neighborhood stakeholders in South Boston and Dorchester. We have had numerous conversations with BPS district personnel, who have expressed their enthusiasm for our Horace Mann charter school proposal. In a letter to Unlocking Potential, Inc. dated April 2, 2010, Dr. Carol Johnson, BPS Superintendent, expressed: By working with exemplary school operators, we hope to increase the number of schools that receive intensive support, improve student outcomes more quickly, and help inform school turnaround efforts nationally. Given the exceptional and unparalleled school turnaround track record of its founding management team, we believe that Unlocking Potential is well-positioned to meet the needs of students in underperforming BPS schools. Our conversations with BPS teachers have revealed further evidence of support for UP Academy. Numerous teachers have approached lead founder Scott Given to express their strong support for UP Academy’s mission and methodology. For example, Karen Arnold, a 6th grade math teacher at Orchard Gardens Pilot School, states: UP Academy’s founders, I believe, envision a program that will not only meet the needs of Boston’s underserved student population, but provide them with the tools and skills necessary to reach their potential. Given their track record of success, I am confident that UP Academy’s leaders are well-positioned to oversee and help support UP Academy. Representatives from the Boston charter school community have expressed overwhelming support for UP Academy, seeing our school as a vehicle to take the best practices that have been developed and enhanced by high-performing charter schools directly into the district school system. Stig Leschly, Board Chair of the MATCH charter school and Board Member of KIPP Lynn Academy, states: Historically, charter schools and district schools have done little to work together in meaningful ways. UP Academy will help reverse that trend. Scott Given led one of the best charter schools in the country and now, as a founder of UP Academy, seeks the challenge of implementing best practices from high-performing charter schools in a district setting. Both the charter school movement and our efforts to revitalize urban district schools will benefit. Further, many families of students in low-performing schools, including those on waiting lists for the city’s Commonwealth charter schools, have expressed excitement about UP Academy. For example, Eric Greene, a parent of an 8th grade student at Orchard Gardens K-8 Pilot School, told us: I believe, as all parents do, that what is most important is that our schools stand up for our students and give them what they need for their future. I believe that UP Academy will be the kind of place that will fight for my children and give them the education they deserve.

16 Claim is based on grade 6-8 math and ELA MCAS proficiency rates from Spring 2004 (pre-turnaround) through Spring 2008 (post-turnaround). Additional data is provided in section III(C)(6).

Other key stakeholders, such as the leaders of many community organizations serving Boston’s youth, strongly support UP Academy, which they view as a strong potential partner in enhancing the life opportunities for students in South Boston, Dorchester, and other Boston neighborhoods. Barbara MacDonald, Executive Director of South Boston Neighborhood House, expressed: I was thrilled to hear about the proposed launch of UP Academy. For years, BPS has struggled to provide a high- quality middle school for South Boston’s families. I am very confident that UP Academy will become a tremendous school that serves this community very well. Samples of letters of support reflective of the endorsement that we have received from various constituents across the community are included in the attachments of this application.17 II. HOW WILL THE SCHOOL DEMONSTRATE ACADEMIC SUCCESS? A. EDUCATIONAL PHILOSOPHY At the most fundamental level, our educational philosophy is shaped by our belief that, in the United States today, an individual’s enrollment in, success in, and graduation from college is the surest way that s/he can maximize his/her academic, professional, and life potential. College provides a platform for deepening academic and personal experiences, building critical personal and professional relationships, and broadening perspectives that open up opportunities and enable an array of choices that are unavailable to students who do not enroll in, succeed in, and graduate from college. College serves as a stepping stone that can enable a child who has grown up in poverty to escape its vicious cycle. While lifetime earnings are but one way to measure the value of a college degree in the United States, an analysis of such earnings paints a compelling picture of their critical nature. According to the most recently available census data, Americans who have earned a Bachelor’s degree earn approximately $2.1M over their lifetime, nearly twice as much as Americans who have only earned a high school diploma ($1.2M) or who do not graduate from high school ($1.0M).18 We intend for UP Academy to move hundreds of previously underserved students onto the college path. We strongly believe that any student can rapidly approach grade-level proficiency in an academic environment defined by:

 Relentlessly high, consistent academic and behavioral expectations;  Seamless and detailed operating procedures;  Rigorous, standards-based curriculum, instruction, and assessments;  A wide-reaching network of supports designed such that no child is left behind;  An obsession with regularly and effectively using data; and  An atmosphere of enthusiasm and joy. The implementation of these six programmatic attributes is driven by two key philosophies: 1. It is critical for our school’s stakeholders to work with urgency in all they do. We recognize that many of our students (1) may have internalized low expectations to which others have held them to date; (2) may enter our program with very low academic skills; and (3) may face difficult socioeconomic circumstances that create disadvantages and distractions. For these reasons, we must work with urgency. Within 1-3 years, our students will need to be able to read, write, and do math as well as if not better than other students in Massachusetts in order to effectively compete and get on a path towards higher education. Failing to get our students onto this path comes with dire consequences for our students – for example, dropping out of school, joining a gang, or living a life in poverty. Thus, despite our extended school day and year, we have a limited amount of time to improve the life chances of our students, and must use every single minute to drive student achievement. Urgency is critical.

17 See section V(E)(5) – Additional Letters of Support for UP Academy. 18 http://www.census.gov/prod/2002pubs/p23-210.pdf

2. Our school’s stakeholders cannot accept or make excuses for anything less than excellence. Given the challenges faced by our students, it would be easy to accept excuses from them. And given the difficult nature of our mission, it would be easy to make excuses for not achieving it. We cannot – the stakes are too high. Layered on top of these six programmatic attributes and two guiding philosophies is one fundamental belief: people matter most. Without a mission-aligned, philosophically-aligned, smart, relentless team of teachers and school administrators, nothing else matters. Thus, we are relentless with respect to our human capital approach. We think very strategically about how we recruit, train, support and grow, evaluate, compensate, and promote our team members. Our educational philosophy has been shaped and is supported by six primary sources of information:  Direct experience of UP Academy’s founding team members. From 2005-08, Scott Given and Yutaka Tamura, both UP Academy founders, guided Excel Academy’s trajectory of improvement from the 374th ranked public middle school in Massachusetts to the top-ranked public middle school in Massachusetts.19 Moreover, many members of the Excel Academy’s first graduating class have recently enrolled in four-year colleges and are on the path to college success and eventual graduation. We believe that few other school educational leaders in the United States have spearheaded such successful improvement efforts in a public school. Our direct experience has heavily informed our educational philosophy and gives us confidence in its merit.  Research on high-performing urban public schools.20 An increasingly rich body of research corroborates the attributes that an urban public middle school must employ to drive high levels of student achievement for all students, including students with disabilities and ELLs. For example, research has demonstrated again and again that setting a high bar and calling for the best efforts of students and adults alike, is essential to producing academic mastery. Additional, targeted research has shaped the philosophies and practices that we will use to support ELLs21 and students with disabilities.22 This research has informed many design elements of the school.  Direct observations of exemplar urban public middle schools. Observations of the specific practices of highest-performing urban public schools in Massachusetts and across the United States have guided the development of UP Academy’s educational model, and prove its validity.23 Without question, all of these schools share common attributes that drive their success, including purposeful and consistent procedures and routines; rigorous and consistent school-wide behavioral and academic systems; formal tools and processes that help teachers develop or refine a standards-based curriculum; a network of well-coordinated programs that support struggling students; and, perhaps most importantly, student-centered pedagogical practices which maximize the time students engage with skills and content derived from state standards.  Lessons from Mastery Charter Schools. Given that UP Academy will serve as a “turnaround” school in its early years, the founding team has sought out an exemplar model for driving success in such an environment. Under its partnership with the Philadelphia School District, Mastery Charter Schools has converted three existing, underperforming middle schools into charter schools, taking over responsibility for the school building, replacing the staff, and revitalizing the educational program.24 In each case, the existing population of students has remained the same.25 The Mastery model is dramatically improving achievement for high-need

19 Source: DESE. Rankings based on average 6th-8th grade math and ELA proficiency rates. 20 See Abigail and Stephan Thernstrom, No Excuses: Closing the Racial Achievement Gap in Learning (2003); Samuel Casey Carter, No Excuses: Lessons from 21 High- Performing, High-Poverty Schools, The Heritage Foundation (2000); and David Whitman, Sweating the Small Stuff: Inner-City Schools and the New Paternalism, The Fordham Institute (2008). 21 See: Thomas, W.P., & Collier, V.P. (2002). A national study of school effectiveness for language minority students' long-term academic achievement, Santa Cruz, CA: Center for Research on Education, Diversity and Excellence, University of California-Santa Cruz. 22 See: Count Me In: Special Education in an Era of Standards, Education Week (2004). 23 Exemplar schools contributing to our educational philosophy include Roxbury Preparatory Charter School, Boston Preparatory Charter Public School, and Edward W. Brooke Charter School. In 2009, 98%, 97%, and 95% of these schools’ 8th grade students demonstrated proficiency in math, respectively, and 96%, 93%, and 81% of these schools’ 8th grade students demonstrated proficiency in ELA, respectively. 24 UP Academy co-founder Jordan Meranus serves as a Board member at Mastery Charter Schools. 25 Mastery student demographics are typical of Philadelphia public schools: 75-80% of students are eligible for free- and reduced-price lunch, and 17% have Individual Education Plans, including students with severe disabilities such as autism and Down Syndrome. Students typically enter Mastery 2-3 years below grade level in reading and 2-4 years below grade level in math.

students.26 Mastery’s schools achieve this success through a rigorous academic program and culture of high- expectations; a clear definition of quality instruction; intensive supervision, coaching, and ongoing professional development for teachers; and rewards for performance. Given the success demonstrated by Mastery’s schools and the similarities between its mission and the mission of UP Academy, Mastery’s practices have informed our educational philosophy and verify its strong likelihood of success.  School turnaround research. The most comprehensive research on effective school turnaround practices has been conducted by Mass Insight, and published in The Turnaround Challenge.27 According to the report, “Turnaround requires dramatic changes that produce significant achievement gains in a short period (within two years), followed by a longer period of sustained improvement.” Further, the report indicates that successful turnarounds require practices that include the following: extended school day and longer year; discipline and engagement; close student-adult relationships; personalized instruction based on diagnostic assessment and flexible time on task; and a staff culture that stresses collaboration and continuous improvement. We have leveraged this research in formulating our educational philosophy and designing the core elements of the school.  Additional scholarly papers. UP Academy’s English curriculum is influenced by seminal academic studies and texts. For example, the school’s pedagogical approach is in line with the NRCELA’s Guidelines for Teaching Middle and High School Students to Read and Write Well. Specifically, UP Academy teachers will explicitly teach reading strategies that students can apply independently and use partner work as a key strategy during guided practice. Ruth Schoenbach’s Reading for Understanding underpins UP Academy’s foundational metacognitive reading unit, which all students will complete at the beginning of the first turnaround year in order to form a foundation of basic annotation, main idea identification, and question generation strategies. Atwell’s In the Middle has also provided a future vision for the school’s curricular maturation once most students read and write on grade level. UP Academy’s mathematics approach is influenced by NCTM principles for mathematical teaching and learning.28 Additionally, UP Academy math practices are aligned with multiple findings from mathematics research.29 For example, UP Academy teachers will integrate basic math skills and problem solving, emphasize teaching for meaning, and ensure that students work together to build their understandings of math concepts. B. CURRICULUM AND INSTRUCTION Process Utilized to Identify and Build Curriculum. In implementing our own internally-developed curricula (see below), we intend to build upon the base curricula and processes that have been implemented at the highest- performing urban public middle schools in Massachusetts, including Excel Academy Charter School, Roxbury Preparatory Charter School, Boston Preparatory Charter Public School, and Edward W. Brooke Charter School. These four schools have built significantly-aligned curricula that have enabled low-skilled 5th and 6th grade students to reach and exceed grade level proficiency by the 8th grade. Our proposed curricula and curriculum development processes are further backed by extensive research that demonstrates they will result in high academic achievement.30 Curriculum Development Process Pre-Operational Year. In its initial year, UP Academy’s 8th grade students will be significantly behind grade level, given that these students had been attending an underperforming school during the prior two years. The limited time UP Academy will have to prepare these students to succeed in high school dictates a unique, more centralized curriculum design process in the school’s pre-operational year. The founding team will use this time to gather curricular materials from Boston’s highest performing schools and focus intensely on iterating them to best suit the needs of the Gavin’s current student population (likely including the blending of 6th, 7th, and 8th grade standards for 8th graders and prioritizing the skills needed to succeed on the state assessments). The school plans to provide teachers with scopes

26 From the year before conversion to the second year as a Mastery-run school, the percentage of students performing below proficient in reading and math decreased by 30-70 percent, and the percentage of students performing at the advanced level rose by 30 percentage points. The percentage of Mastery students achieving proficiency in reading and math is more than 20 points higher than the district average, and is on par with or higher than the statewide averages for all students in math and reading. 27 See: The Turnaround Challenge, Mass Insight and Education Research Institute, 2007. 28 http://standards.nctm.org/document/chapter2/index.htm 29 See: Grouws, D.A., & Cebulla, K. J. (2000). Improving student achievement in mathematics, Part I and II, Columbus, OH: ERIC Clearing House for Science, Mathematics, and Environmental Education. 30 See U.S. Department of Education, Successful Charter Schools (2004).

7 and sequences designed from the Massachusetts Curriculum Framework (MCF), unit plans, and a suggested pacing guide. The school will also provide teachers with formal and informal assessments, proven source materials, and catalogues of effective strategies. We believe that providing our founding staff with this high level of support will allow them to focus on delivering high-impact instruction that will address skill gaps from the very first day of school. Curriculum Iteration and On-Going Development. To maintain and achieve the highest of academic expectations, fulfill our challenging but urgent mission and provide our students with rigorous, college-prep classes, UP Academy teachers will use the following 10-step process to iterate existing curricula and develop new curricula on an ongoing basis:31 1. In August, during staff orientation, teachers will intensively examine and understand the MCFs (as well as MCAS exams from previous years) for their particular subject and grade level. The respective Framework will form the basis for the curriculum. 2. Teachers will examine student diagnostic information to determine gaps in student prior knowledge, and, as necessary, examine standards from earlier grade levels. 3. Teachers will study the curricula that have been used at UP Academy and other high-performing urban public schools in Massachusetts and determine the extent to which existing curricula can be utilized in the year ahead. 4. Teachers will use the above resources and data to analyze gaps in the existing curriculum materials and UP Academy student needs. 5. Teachers will adjust scopes and sequences, unit plans and objectives to address gaps. 6. Teachers will translate the Scope and Sequence into a Unit Sequence Calendar. This document enables teachers to integrate their proposed Scope and Sequence and content units with the school’s calendar and interim assessment schedule, and to determine how many days and weeks can and should be allocated to each learning standard and unit. 7. Teachers will use the Scope and Sequence and Unit Sequence Calendar to iterate the Course Description, which is meant to provide students and families with an overview of the significant teaching and learning that will be accomplished by the end of the academic year. Once the academic year begins: 8. Each week, by Thursday evening, teachers will submit a Weekly Syllabi Plan for the subsequent week to UP Academy’s Deans of Curriculum and Instruction (DCIs). The DCIs will give teachers immediate feedback on these weekly submissions. 9. Upon receiving feedback on their Weekly Syllabi Plans, teachers will translate their Weekly Syllabi Plans into Daily Lesson Plans. 10. Teachers will have access to wide-reaching and well-organized instructional materials (e.g., Do Now activities, homework assignments), secured and provided by UP Academy’s founding team, to effectively implement their daily lesson plans. Evaluation of Curriculum Effectiveness. The curriculum will be evaluated and adjusted daily through teacher reflection and coaching provided by UP Academy’s DCIs. The data gathered from daily “exit tickets” provides teachers with valuable information about how many students mastered the day’s objectives and patterns of misconceptions that are illustrated in students’ answers. Teachers will document these results and adapt the next day’s lesson to reteach and assess content and skills as necessary. DCIs’ bi-weekly observations will provide teachers with action-oriented feedback on management and instruction. Following each observation, a DCI/teacher debrief will focus on specific adjustments that need to be made to lessons to reach all learners more effectively. On an annual basis, UP Academy’s school leadership team and teachers will review student achievement data to determine how to improve or refine the curriculum. We will compare our results to our goals, identified in section II(D), to determine whether our curricula are effectively supporting fulfillment of the school’s mission. Our analysis will look at data trends across the entire school, as well as by specific subgroups of our student population, including but not limited to students with disabilities, ELLs, and students who have been retained in a given grade level. Further, we will ensure there are no statistically significant differences between groups of students, including student groups defined by gender, race, and family income status. Every August, teachers will utilize this analysis to make curricular

31 This 10-step process is modeled on the curriculum development process that was in place at Excel Academy Charter School in 2008.

8 adjustments, as necessary. Specifically, they will repeat the above-listed steps, with an emphasis on refinement rather than creation. The Principal, DCIs, and respective Department Chairs will be responsible for assisting teachers in developing curriculum and informal assessments. Outline of the Curriculum. UP Academy’s curriculum is designed to meet the educational needs of some of Boston’s most at-risk students. To ensure that students will graduate from UP Academy on a successful path to college, our curriculum emphasizes the mastery of core content and fundamental skills while simultaneously preparing our students for the intellectual demands of a college preparatory high school program. In the school’s first year of operation, the ELA and math curriculum will likely be modified for underserved 8th grade students to prioritize the skills and content most needed to succeed in high school and perform well on state assessments. As the school matures and cohorts of students move through UP Academy’s core academic program, the curriculum will more clearly align with the grade level standards of the MCF. This approach will enable our graduates to take and succeed in advanced high school courses.32 Math. Every UP Academy student receives 425 minutes of math instruction, spread across eight class periods (seven 50-minute class periods and one 75-minute class period), during a given week, for the entire year. This schedule allows students to have access to a rigorous and challenging math curriculum that first addresses previously unlearned skills and concepts, and then establishes the foundational numeracy skills on which more advanced math is based. All math courses have a dual focus: (1) skills/computation and (2) problem solving. The math curriculum is supported by a Saturday morning math tutoring program designed to support the school’s highest-need math learners.  6th grade. Curriculum centers on the mastery of arithmetic operations, fractions, percentages, basic geometric concepts, simple variable use, and probability. Skills introduced include using physical models to investigate the effects of changing variables and using technology to model geometric shapes.  7th grade. Students continue to build on arithmetic operations, solve problems using ratios and rates, represent and describe patterns, and represent unknown quantities using symbolic algebra. Skills introduced include translating written English into multi-step algebraic equations and graphing equations on a coordinate plane.  8th grade. Students continue to explore symbolic algebra and develop proficiency in linear equations, planar geometry, theoretical probability, and statistical analysis. Skills introduced include using scientific functions on calculators and graphing inequalities on the coordinate plane. By the end of 8th grade, students will demonstrate mastery of the fundamentals of Algebra. ELA (Reading and Writing). Every UP Academy student receives 525 minutes of ELA instruction, spread across eight class periods, during a given week, for the entire year. Five 75-minute class periods (375 minutes) focus on reading instruction, while the other three 50-minute class periods (150 minutes) focus on writing instruction. ELA teachers will teach both reading and writing to two cohorts of students. Our reading curriculum is supported by an independent reading program that requires all students to read for no less than 50 minutes per day. UP Academy will evaluate an effective literacy screen (e.g., SRA, DRA, or QRI) to identify students decoding significantly below grade level. These students will receive a program-based reading intervention (e.g., SRA Corrective Reading, Language!, or Wilson Reading) during ELA instruction five days a week. This program will provide decoding and fluency data which will indicate when a student is ready to access the grade-level, or near grade-level texts used in the general ELA classes. Strong literacy is the driving objective of the UP Academy ELA program. Our graduates must be prepared to read high school level texts and write high school level compositions; their ability depends on a strong ELA curriculum that ensures reading fluency, comprehension of fiction and non-fiction texts, and strong writing ability across a variety of genres. Our reading curriculum begins with a concentration on fluency and comprehension and, as necessary, phonics. Throughout their time at UP Academy, students are introduced to increasingly sophisticated pieces of literature for study and analysis. Skill development focuses on comparing and contrasting pieces of literature, analyzing core elements of fiction, non-fiction, and other genres, increasing vocabulary, and identifying and explaining literary

32 The guiding principles and goals of the core subject curricula that follow have been strongly influenced by our thorough review of various charter applications submitted in years past by Building Excellent Schools fellows. These applications have served as the basis for the implementation of strong curricula driving exceptional achievement at these schools.

9 techniques such as similes, metaphors, imagery, and symbolism. By UP Academy’s third year of operation, students will be able to read and analyze 10th grade texts by the end of 8th grade. Our writing program starts with a focus on grammar, the writing process, and basic writing conventions; however, UP Academy teachers will not wait for students to master basic writing conventions before requiring them to write meaningfully about relevant topics and texts. Teachers will assign short- and long-term writing assignments that require students to apply and develop basic skills. Students will receive explicit instruction on grammar and sentence composition, and basic elements of craft, such as word choice and using evidence, beginning in the 6th grade. The overarching theme of 6th grade writing will be organizing a piece according to its purpose and to increase clarity. Students’ applications of these basic skills will become more sophisticated in the 7th grade as writing topics become more complex. Over time, students are introduced to the finer elements of the author’s craft, including effective use of figurative language. In 8th grade, students continue to apply elements of the author’s craft and their foundational understanding of grammar and usage to find their voice. 8th grade writers will focus on developing themes in their pieces and react to a text with structured, researched expository writing. In the 8th grade, the teacher begins to release aspects of the editing and proofreading process to students as they learn how to expand their use of descriptive words and complex sentences, and start to explore different styles of writing. Students will progress from being able to write well-structured sentences and paragraphs to three-paragraph compositions and five-paragraph essays. By the end of 8th grade, students will have developed a personal writing style, adeptly self-critiquing their own writing samples. Science. Every UP Academy student receives 400 minutes of science instruction, spread across eight class periods, in a given week, for one semester of the year. Science is “double-blocked” during that semester, so that students receive a year’s worth of content in one semester and teachers can focus on teaching concepts to depth with fewer cohorts of students. Our science curriculum focuses on the helping students master core vocabulary and conceptual knowledge, and is supplemented by the application of principles in laboratory settings.  6th grade. Students take Life Science, learning about topics which include the differences between plant and animal cells, the general functions of major systems in the human body, how dead plants and animals are broken down by other living organisms, and changes to ecosystems throughout geologic time. Skills introduced include creating graphs, communicating the results of an experiment, and following lab safety protocol.  7th grade. Students take Physical Science, learning about topics which include the differences between weight and mass, basic examples of elements and compounds, the difference between physical changes and chemical changes, and the effect of heat on particle motion. Skills introduced include performing basic statistical measures on data and drawing conclusions from the results of an experiment.  8th grade. Students take Earth Science, learning about topics which include the layers of the Earth, solar and lunar eclipses, gravity, the way in which the tilt of the Earth and its revolution around the sun results in seasons, and recognition that the universe contains many billions of galaxies. Skills introduced include using probabilities to make predictions, designing and executing experiments, and conducting effective scientific research. By the end of 8th grade, students will be able to demonstrate proficiency on the Science/Engineering MCAS exam, and will be prepared to cultivate a deeper understanding of the different branches of science in high school. Social Studies. Every UP Academy student receives 400 minutes of social studies instruction, spread across eight class periods, in a given week, for one semester of the year. Social studies is “double-blocked” during that semester, so that students receive a year’s worth of content in one semester and teachers can focus on teaching concepts to depth with fewer cohorts of students. The overarching goal of our social studies program is to develop literate, culturally-aware citizens. Thus, our teachers will expect students to master the key concepts and vocabulary detailed in the MCFs as well as to demonstrate critical skills such as analyzing primary sources, debating different points of view, and making cause-and-effect connections.  6th grade. Students take World Geography, learning about topics which include the different ways in which nations are formed, key elements of a market economy, and the major religious and ethnic groups in countries around the world. Skills introduced include the interpretation of geographic information in a graph or chart and the use and maps and globes.

 7th grade. Students take Ancient Civilizations, learning about topics which include the basic characteristics of civilizations and the important achievements of various ancient societies. Skills introduced include the construction and interpretation of timelines and the identification of multiple causes and effects when explaining historical events.  8th grade. Students take U.S. History I (Revolution through Reconstruction), learning about topics which include the importance and influence of the Declaration of Independence, the purposes and functions of government, and the goals and effects of various historical movements (e.g., the antebellum women’s suffrage movement). Skills introduced include the accurate documentation of sources in a bibliography and the composition of a five-page research paper. By the end of 8th grade, students whom have completed our full program will be able to both effectively analyze a high school social studies text and be familiar with the vocabulary and contextual information embedded within it. Additional Subject Areas. In addition to the core subject areas listed above, UP Academy students receive instruction in the following content areas. Physical Education and Health. All students will take this course no less frequently than one time per week throughout the entire year. Our physical education and health program is designed to keep students active, fit, and healthy. The program will encompass classroom-based sessions as well as activities in the school’s gymnasium and outdoors. Our curriculum will be aligned the four strands articulated in the MCF: Physical Health, Social and Emotional Health, Safety and Prevention, and Personal and Community Health. The Arts. Every student takes no less than one visual arts class and one music class per week. UP Academy’s founders agree with the core concept that drives the state’s Art Frameworks: “In music and the visual arts, people express ideas and emotions that they cannot express in language alone. In order to understand the range and depth of the human imagination, one must have knowledge of the arts.”33 Through our Visual Arts and Music curriculum, students will learn about the history and criticism of visual arts and music, their role in the community, and their links to other disciplines, in addition to regularly practicing the respective arts. High School Preparation. Preparing for a college preparatory high school program will seem like a daunting task for many of UP Academy’s students; this course, taken once per week, supports students through the process. In the 6th grade, this course will give students an overview of the various high school options from which they will be able to choose, and will help them to set appropriate academic and non-academic goals in order to gain acceptance into such programs. In the 7th grade, the course’s focus will shift to intense preparation for the Secondary School Admission Test (SSAT) and Independent School Entrance Exam (ISEE) examinations. In the 8th grade, students (and their families) will be led through the high school application process, visit numerous high school campuses, and be taught about the surest ways to make high school a stepping stone towards college enrollment, success, and graduation. Enrichment. UP Academy’s core program focuses relentlessly on the development of core academic skills. However, in order to best prepare its student body for future pursuits, the school must also provide its students with access to extracurricular activities on a regular basis. Thus, every Friday afternoon, from 12:00-1:30pm, the school will offer Enrichment activities to all students. Students will sign up for a specific Enrichment activity at the beginning of each season (i.e., fall, winter, and spring). We anticipate that activities will include athletics, theatre, dance, and international cultures, among others. While some activities will be taught by UP Academy’s staff, most activities will be taught by contracted external instructors. Non-Academic Goals. UP Academy’s founders have established non-academic goals to develop strength of character in students and ensure the long-term fulfillment of our school’s mission. PREP Expectations. We expect that students will meet and exceed the school’s PREP expectations – Be Prepared, Be Respectful, Be Engaged, and Be Professional.34 These expectations, initially established at Excel Academy under the leadership of Scott Given, and improved and refined by many past and present Excel Academy staff members, were adopted to help students internalize important, positive lifelong values. At UP Academy, we intend to explicitly teach

33 http://www.doe.mass.edu/frameworks/arts/1099.pdf 34 We have modeled these PREP expectations on the PREP expectations developed and utilized at Excel Academy Charter School from 2005-08; as noted above, we found these specific expectations to help students internalize positive, lifelong values.

11 these expectations to our students, reinforce them through the use of our consequence and reward systems, and assess their fulfillment via our PREP database system. For example, consider the professional-related expectation to “stay organized.” During student orientation, our staff members will give detailed lessons to all our incoming students on the school’s specific expectations for organization, how to utilize tools that the school provides to stay organized (e.g., color-coordinated binders, a homework folder) and the direct connection between organization and academic success. Throughout the academic year, students who demonstrate exceptional organization will earn merits and students who demonstrate a lack of organization will earn demerits. Students’ weekly PREP Reports enable teachers, parents, and students themselves to assess their own fulfillment of the school’s expectations around organization. Students struggling to meet expectations will receive additional supports. Over time, as students move from 6th grade to 8th grade, our teachers will increasingly connect these expectations to student activity outside the school’s walls. As students move through our program, the school will remove certain supports that had been designed to help students meet the school’s expectations. We do this such that students take more initiative and develop their own mechanisms and processes for consistently meeting the PREP expectations. By doing so, we best prepare our students to independently succeed in college preparatory high school programs. Other Performance Metrics. The founders of UP Academy have developed other goals related to our graduates’ high school selection and parental satisfaction. Please see section IV(B). Further, the founders intend to develop specific quantitative and qualitative goals related to: our graduates’ college selection and performance; the school’s overall climate and culture; rates of program completion and annual reenrollment; and student demographics. These results of all of these performance metrics will be reported to stakeholders including Board members, teachers, students, parents, and community members on an annual basis. Pedagogy/Instructional Methods Used to Deliver the Curriculum Model. Our overall instructional philosophy is consistent across all classrooms, and is founded in the belief that all students can learn. All classrooms will be structured through the common use of the Blackboard Configuration (with a Do Now, Lesson Objective(s), Agenda, and Homework assignment clearly visible).35 This configuration leads to greater instructional efficiency, as all lessons are sharply focused on clear, standard-driven objectives, and the entire 50- or 75-minute block is planned out in the agenda. Further, the vast majority of instruction at UP Academy will follow the “gradual release” approach, through which students benefit from a teacher’s direct instruction (“I Do”), group practice guided by the teacher (“We Do”), and individual opportunity to practice, apply, and master the skill and content of the class (“You Do”). This structure is particularly effective for many students with disabilities who often need clear directions and explicit modeling. Additionally, ELLs often benefit from this structured approach as it provides a clear purpose for the lesson (often with key vocabulary highlighted), and multiple opportunities to practice and master a particular skill or concept in different contexts and modalities. To ensure that content is accessible to and appropriate for students at all levels, teachers must be highly skilled at differentiating instruction.36 We believe that creating multiple learning opportunities for students of different abilities, skill levels, language levels, interests, or learning needs is another tool to ensure that all students succeed. Each lesson will include multiple ways—including kinesthetically, orally, visually, or working in groups—for students to understand a particular skill or concept. For example, a math lesson on when to use division might include: a brief story illustrating division; students drawing pictures of breaking up a whole into equal parts; graphic organizers; a chance to discuss the concept in a structured pair activity; and hand motions aimed at reinforcing the lesson’s core concept. Additionally, during independent practice, some students who finish early may go on to a challenge problem, while students that are having difficulty may get extra support from their teacher. On a bi-weekly basis, DCIs will support teachers in developing lessons that include effective differentiated instruction. A catalogue of effective strategies, developed by the founding team in the pre-operational year and honed by teachers over time, will provide an important resource in this process.

35 The Blackboard Configuration is inspired and guided by the work of noted urban educator Dr. Lorraine Monroe. This subsequent description of the associated classroom instructional model is adapted from the charter application for Columbus (OH) Collegiate Charter School, a school which has since implemented this model to drive superior student achievement results 36 Each student learns in a unique way, determined by his/her interests, abilities, experiences, background and cognitive profile (Gardner)

Additionally, we believe that every lesson should be “student-centered.” Students will be actively engaged in every component of the lesson. For example, during the “I Do” portion of a writing lesson on thesis statements, students may be taking notes in a graphic organizer and then underlining key components of an excellent thesis. During the “We Do,” or guided practice component of the lesson, students may be broken into pairs to read a paragraph, identify the thesis statement, and evaluate its quality. Students may continue to practice by writing their own thesis statements. In sum, students are doing the majority of the “thinking” and “doing” in the classroom, while teachers are providing the appropriate structures, questioning and guidance needed to ensure students are learning at high levels. This approach serves all students, including ELLs and students with disabilities who benefit from being pushed to think on multiple levels and who have ample opportunity to practice with the material, their peers, and the teacher. Lastly, relentlessly practiced and perfected classroom procedures (e.g., for taking out binders or accessing a tissue), supported by a consistently enforced school-wide behavior policy, ensure that students remain organized and focused on the lesson at hand. Consistent routines provide many different learners the support they need to be successful in class. For example, students who have difficulty processing know what to expect at all times during their school day; thus they spend more energy processing content information rather than classroom routine directions. Additionally, a student with Emotional Disabilities knows what is expected in all moments, and therefore is less likely to get triggered by a surprise. UP Academy will consistently ensure that its teachers are proficient in utilizing the above instructional methods. Our hiring process includes multiple rounds of interviews that assess applicants based on their pedagogical alignment with the school’s instructional approach. The delivery of a model lesson is an integral part of this process, during which applicants are assessed on their ability to implement the school’s instructional expectations. Of course, UP Academy will ensure that its teachers are licensed and highly qualified to teach their respective subject areas and grade levels. Moreover, during August staff orientation, UP Academy and Unlocking Potential will collaborate to train new teachers on the school’s expected instructional practices. For example, a DCI or Senior Lead Teacher may model excellent practices and provide feedback to the school’s new teachers on sample lessons that they deliver. During the academic year, teachers are regularly observed and coached by DCIs and/or other teachers. Teachers that struggle with the delivery of lessons will receive intensive interventions to support their instructional proficiency. Further, all teachers receive ongoing professional development to improve their skills in the delivery of instruction. For example, we expect to regularly utilize the video taxonomy of effective teaching practices designed by Doug Lemov.37 Process for Teacher Observation and Evaluation. UP Academy has developed a detailed process and tool for teacher observation and evaluation.38 Determination of Professional Development Needs of the Staff. The founding team of UP Academy seeks to have ongoing conversations surrounding teaching and learning at the school. A significant amount of professional development occurs in August (see section III D). During the academic year, UP Academy students are dismissed at 1:30pm on Fridays to allow faculty members to meet and discuss issues critical to the growth of their school, their students, and themselves as professionals.  From 2:00-2:40pm, grade-level teams will meet for 40 minutes to action plan for solutions to student-specific challenges identified during the week.  From 2:40-3:40pm, teachers will meet, as a whole-school team or in departments, to participate in 60-minute inquiry groups, where teachers brainstorm solutions to various instructional challenges.  From 3:40-4:00pm, an all-staff meeting, focusing on issues relevant to the entire faculty, will be held. Meetings will occasionally deviate from this structure to allow for externally-led professional development sessions. The specific professional development needs of our faculty will be determined by the school’s leaders through review of student achievement results, meetings with faculty members, discussions at all-staff meetings, and observations of weekly inquiry group meetings. Meetings will also deviate from this structure to give teachers sufficient coaching and time to analyze six-week assessment results, and to create corresponding action plans.

37 http://www.nytimes.com/2010/03/07/magazine/07Teachers-t.html 38 See section V(I)(2) – MOU: Type B (BTU) for the evaluation process and MOU (TYPE B: BTU) – APPENDIX for the evaluation tool.

C. PERFORMANCE, PROMOTION, AND GRADUATION STANDARDS Performance Standards. UP Academy’s performance standards will create consistent evaluation of student achievement across grade levels and subject areas. It will be a central part of UP Academy’s progress reports, report cards and school-wide accountability system. Additionally, these standards will help the school create a common language shared by administrators, teachers, and families so that the quality of a student’s classroom performance can be clearly communicated and used to predict future success on the MCAS. Grading. A student’s grade will be a percentage between 0 and 100. A student’s final grade in a course will be the average of his/her four quarterly grades. Percentage grades will be determined by the student’s performance in each of the component categories listed below. Category Percentage of Description Examples of Assessment Type Final Grade Skill and 70% Measures a student’s mastery of skills and  Daily checkout  Weekly quiz Content content of course as determined by  Unit test  Mid-term exam Mastery performance on informal and formal  Performance task  Final exam classroom assessments Homework 30% Measures both a student’s completion of, and  Skills practice  Current event performance on, homework assignments worksheet summary  Nightly reading log

Teachers will assign percentage weights to the different types of assessments and assignments included in the Skill and Content Mastery category. This breakdown will be included in report cards so that families of students can see how the student performed on specific types of assessments and assignments. Although teachers will have autonomy to assign the percentage weights for their courses, UP Academy’s best practice is that summative assessments should carry the greatest weight. The chart below shows how one English teacher might weight different assessments and assignments. Assignments and Assessments Percentage of Skill and Content Mastery Category Grade Daily Checkouts 10% Unit Tests 25% Weekly Quizzes 20% Compositions 20% Final Exam 25%

There will be some variation in the specific types of assignments and assessments given in each subject area. For example, science students will be required to complete lab assignments and social studies students will present research projects. In the case that an assignment or assessment has a subjective grading component, departments will try to collaborate to design one assessment rubric to be used on all similar assignments and assessments. The students’ numerical grades will be converted into a letter grade for progress reports and report cards. The chart below describes the general performance level of a student who earns a particular letter grade. Performance Standard Percentage Equivalents Definition Student exhibits a deep understanding of the skills and content and is able to A 90% or above complete his/her work independently Student exhibits a solid understanding of the skills and content and is able to B 80% or above complete his/her work with minimal assistance Student exhibits a basic understanding of the skills and content and is able to C 70% or above complete his/her work with some assistance Student exhibits minimal understanding of the skills and content and is able to F 69% or below complete his/her work only with significant assistance.

Reporting. UP Academy issues the following reports of student progress to students, families, and teachers: PREP Reports. UP Academy will issue PREP reports every week. These reports show a student’s PREP score (additional information below), attendance, and homework completion rate.

Progress Reports. UP Academy will issue progress reports every two weeks. Reports will include percentage scores and corresponding letter grades. They will also include a student’s PREP score, attendance, and homework completion rate. Report Cards. UP Academy will issue formal report cards at the end of every quarter. The report cards will include percentage scores, letter grades, and a breakdown of percentage scores for each assessment category in a subject area. Report cards will also include a summary of results from benchmark exams, highlighting areas of success and concern. Subject Area Performance Standards. It is important to have a clear picture of a “master student” across subject areas to inform curricular design and iteration. This picture helps determine the rigor and pacing of objectives and helps teachers identify students most in need of intervention. Example: 7th Grade Performance Standards. The example below shows how the academic performance of UP Academy 7th grade students is translated into a particular grade for math, ELA and social studies. Subject Performance Description of Student’s Academic Performance Area Standard  Reads independently across genres, accessing important ideas in texts using genre-specific reading skills and vocabulary strategies. Applies ideas from texts in other contexts and to other texts.  A Writes multi-paragraph essays with purposeful use of varied sentence structure. Student writing uses strong evidence to support claims, exhibits thoughtful, precise word-choice and grade-level appropriate vocabulary.  Completes homework assignments with the same rigor as a unit test. Scores 90% or above on all ELA homework assignments.  Independently accesses pertinent ideas in most fiction and non-fiction texts but sometimes struggles to move beyond the text to connect and apply those ideas in new contexts.  B Writes multi-paragraph essays comprised mostly of simple and compound sentences. Student writing uses evidence to support claims. ELA  Only misses 1-2 homework assignments a quarter and scores above 80% on all completed ELA homework assignments.  Consistently accesses ideas in most genres with teacher assistance. Student’s reading/thinking process focuses on basic comprehension rather than application and connection. C  Writes multi-paragraph essays, but the paragraphs are not always composed around main ideas and rarely attempts compound or complex sentences.  Fails to turn in ELA homework 4-5 times a quarter. This results in less practice with key skills.  Cannot independently access the ideas in grade-level appropriate texts without intensive teacher support. F  Writing does not demonstrate understanding of paragraph-level organization, compound or complex sentences.  Fails to turn in at least one ELA homework assignment a week, which results in less practice with key skills.  Has mastered basic operations with integers and can independently solve problems choosing from a range of strategies, represent and describe patterns, and represent unknown quantities using symbolic algebra. Uses understanding of ratios and basic operations to convert measurements. Can identify geometric shapes by number of Math A sides and their relation to angles. Uses understanding of operations to identify missing angle measures in geometric shapes and can graph shapes on a Cartesian plane. Applies conceptual knowledge of geometry to real world objects.  Scores 90% or above on all math homework assignments.  Has mastered basic operations with integers. Demonstrates conceptual understanding of ratios and rates and solves problems choosing from a few strategies that work. Can represent unknown quantities using symbolic algebra when problems involve one or two variables and follow common patterns. Struggles to use this knowledge in the most B advanced, complex problems. Can identify most geometric shapes using number of sides and angle measures. Effectively uses formulas to find missing angles but struggles to apply this knowledge to real world application.  Only misses 1-2 math homework assignments a quarter and scores above 80% on all completed homework assignments.  Is proficient in basic operations, but speed and accuracy of problem solving is affected in problems with large integers or new scenarios. Struggles to solve problems with ratios and rates without significant teacher support. Has conceptual understanding of variables and unknowns but needs support to represent simple operations and C variables with symbolic algebra. Can classify the most common geometric shapes by number of sides and relation to angle measures. Struggles to differentiate shapes with shared characteristics (e.g., rhombus and square). Can use simple procedures to find missing angles but does cannot independently connect these skills to real world objects.  Fails to turn in math homework 4-5 times a quarter. This results in less practice with key skills.

 Developing proficiency with basic operations inhibits application of new math concepts. Gains conceptual understanding of ratios, rates, conversions and symbolic algebra with heavy teacher support but does not demonstrate the ability to independently apply understanding in problem solving. Identifies basic shapes but F confuses characteristics of like shapes. Can solve for missing angles with teacher support but does not independently connect geometry concepts to real world objects.  Fails to turn in at least one math homework assignment a week, which results in less practice with key skills.  Understands key facts in the development of major ancient civilizations. Sees historical events in a broad context, analyzing cause and effect relationships between events and seeing how the philosophical foundations of ancient civilizations have shaped the modern world. Differentiates between primary and secondary sources and uses both A to gain a clear picture of historical events. Independently researches historical events with relevant, current themes and writes research papers about these events that incorporate information from primary and secondary sources.  Scores 90% or above on all social studies homework assignments.  Recalls key facts about ancient civilizations and analyzes the cultural connections between civilizations. Recognizes some key ideas in ancient culture that are still relevant in modern times. Can differentiate between primary and secondary sources and explain the benefit of each. Relies mostly on secondary sources when researching historical B events. Research focuses on comprehensive factual information about historical events rather than the events’ Social connections to modern themes. Studies  Scores above 80% on all completed social studies homework assignments.  Recalls the most common key facts about most ancient civilizations. Can describe broad cultural characteristics of major civilizations but does see the cause and effect relationship between events and the development of culture. Is able to identify basic ideas from ancient civilizations like “freedom”. Can differentiate between primary and C secondary resources but cannot explain their significance. Relies solely on secondary resources for independent resources and struggles to document specific information about events in a logical order.  Fails to turn in social studies homework 4-5 times a quarter. This results in less practice with key skills.  Confuses facts about key historical events and ancient cultures. Sees events in isolation and rarely moves beyond the facts to themes and connections between civilizations. Cannot differentiate between primary and secondary F sources. Student’s research writing is comprised of a disconnected set of facts without context.  Fails to turn in at least one social studies homework assignment a week, which results in less practice with key skills.

Academic Honors. In accordance with UP Academy’s mission, the school will celebrate excellence across all grades by recognizing students who demonstrate mastery in core subjects. Honor Roll. At the end of each quarter, an Honor Roll will be published. Students with all four core grades above 90% earn High Honor status. Students with all four core grades above 80% earn Honor status. All honor roll students will be recognized at a formal, quarterly ceremony. Honorable Mention. At the end of each quarter, teacher teams will nominate students who have shown the most consistent effort across several academic categories (e.g., homework completion, organization, participation) during the preceding quarter. These students will be recognized at the Honor Roll ceremony. Promotion. UP Academy recognizes that a consistent set of criteria should guide all decisions related to promotion and retention, but also that each student’s individual circumstances must be considered in the decision-making process. Retention is an extreme measure meant to prevent struggling students from facing certain failure in the next grade. UP Academy’s comprehensive system of supports and interventions, outlined below, is designed to identify and service high-need students in the first weeks of school and move them onto a path towards promotion throughout the year. Failure. At the end of the year, the quarter grades for each core academic subject are averaged together into a final, year-long Course Grade. A student fails a course when his/her year-long course grade is below a 70%, indicating that the student is a Novice learner in that content area. Promotion Guidelines. UP Academy utilizes the following promotion guidelines. Academic Grades. To be promoted from one grade to the next, students will have to score at least a 70% in three of four core academic classes. If a student does lose credit in a class, s/he will be required to do remedial work during UP Academy’s summer session. If a student fails to become proficient in 70% of the benchmarks in a course even after the summer session, s/he will be asked to repeat the course the following year. If s/he fails to reach proficiency in two or more courses, that student will be asked to repeat the grade.

Attendance. Given the fast pace and high rigor of UP Academy’s curriculum, missing one day can have a detrimental effect on a student’s learning. UP Academy does not distinguish between excused and unexcused absences in terms of promotion. If a student exceeds 15 absences in an academic year, UP Academy reserves the right to retain the student. Exceptions are made for court-mandated appearances with proper documentation, and religious observances. UP Academy’s weekly Friday half-day provides parents with an opportunity to schedule appointments for their children without missing instructional time. Additionally, students are afforded rights under Section 504 of the Rehabilitation Act (Section 504), the Americans with Disabilities Act (ADA), and the Individuals with Disabilities Education Act (IDEA) should their absences be related to a disabling condition. Other rare exceptions may apply. Exit Standards and Graduation Criteria. UP Academy’s 8th grade exit standards will require students to demonstrate proficiency with critical skills and content across core subject areas. These standards also reflect an increasing focus on students’ ability to independently apply skills and content to real-world problems in preparation for high school and college. The table below shows examples of 8th grade exit standards for ELA, math and social studies. Subject Area Exit Standards  Student uses knowledge of genre to interpret the meaning of text  ELA Student can identify similarities and differences in genres across multiple texts  Student writes independently researched, multi-paragraph essays with self-developed thesis, clear organization, evidence and transitions  Student can solve algebraic equations, functions and word problems Math  Student can set-up multi-variable, linear equations and use them to solve real problems (e.g., budgeting)  Student uses historical analyses skills to develop own world perspective and interpretation of events Social Studies  Student takes a position on a complex issue and use various sources in support  Student presents orally the short and long-term effect of a significant U.S. historical event on his/her community

In order to receive an UP Academy diploma and be recommended for 9th grade, a student must complete all academic requirements of the 8th grade. That is, the student’s year-long average for every core academic class (ELA, math, social studies and science) must be at least 70%. If a student only passes three of four core classes, the student will be allowed to walk at graduation but will not receive his/her diploma until s/he has completed the Summer Remedial Program in the failed subject. Additionally, students must demonstrate that they have the strength of character to succeed in high school by adequately completing the Path to College Exit Essay and holding a sufficient PREP Score. D. ASSESSMENT SYSTEM Academic Assessment Responsibility. Student academic progress must be measured and analyzed frequently, and resulting action plans must then be efficiently and effectively implemented. UP Academy’s Principal and DCIs will have primary responsibility for overseeing the school’s assessment system. Multiple measures of student outcomes will be used when reviewing assessment data, including analysis of absolute scores, within-year student gains/losses, and year-to-year student gains. External Assessments. MCAS. In line with state regulations, UP Academy will administer MCAS exams annually, and will use the exams’ results to measure the school’s success and inform the school’s on-going development. Our process for analyzing absolute MCAS assessment data is articulated in section II(B). When there is a gap between MCAS achievement results and UP Academy’s MCAS goals, for students as a whole or within a particular subgroup, we will make aggressive adjustments to our academic program and determine additional supports that non-proficient students must receive to rapidly achieve proficiency. Additionally, we intend to use the MCAS performance growth percentile to provide an extra data point in making academic program decisions. Coupled with the absolute MCAS data, growth percentiles will provide a more robust picture to understand which areas of instruction are effective, which students need extra support, and to what extent we are making progress towards our accountability goals for our students as a whole as well as our subgroups.

Learnia Predictive Assessments. Our students will also take the Learnia Math and ELA predictive assessments in September and December. These assessments will be provided by the BPS. In addition to providing predictive data of MCAS achievement, the Learnia results will give the district and UP Academy comparison data between BPS schools. Results will also show individual student growth within standards over time. We will administer these assessments in the same manner we administer MCAS, providing accommodations for students on IEPs when appropriate. MEPA and MELA-O. In order to ensure that our ELLs are meeting our accountability goals and progressing toward English language proficiency, and in accordance with state regulations, UP Academy will administer the MEPA and MELA-O to all students who are LEP or Formerly LEP (FLEP). We will use the exams’ results to measure the school’s success in serving ELLs and inform the school’s ELL program development over time. The results of our annual analysis and our subsequent school-level action plans will be distributed to all of the school’s stakeholders, including the school’s Board, school employees, and parents. We will also provide parents with their child’s respective MCAS, MEPA, and MELA-O results and MCAS growth percentile (if available) and, as necessary, any corresponding action plan that will be put in place the following year to bring the student up to proficiency. Internal Assessments. UP Academy uses a range of internal assessments to ensure that our academic program is meeting the needs of our students and that all students receive the supports necessary to succeed on the path to college. Therefore, a series of assessments are used at different junctures throughout the year so that if gaps exist, we can identify them early and make adjustments swiftly and purposefully. Literacy Screen.39 During late August and early September, all incoming UP Academy students are screened to determine their reading level. While we anticipate that most students who enter our program will be reading below grade-level, we believe that students whose reading skills are close to grade level will be able to catch-up and accelerate beyond grade level through access to our rigorous program. However, we anticipate that a core group of students who enter our program with very low basic skills will require immediate and intensive remediation in basic literacy skills. Our intake literacy assessment is designed to identify these students, who are then placed into a holistic, research- based reading program. UP Academy has targeted three possible literacy screens, SRA, DRA, and QRI, used by high- performing Boston schools. We will evaluate each screen’s merits and appropriateness in a turnaround setting before choosing one. Six-Week Assessments. Every six weeks, UP Academy’s students take interim assessments in all four core content areas (math, ELA, science, and social studies). These assessments are aligned with the content area’s scope and sequence, such that the only standards assessed are those that have been taught prior to assessment administration. The math and ELA six-week assessments will be provided by The Achievement Network40 (ANet), a Boston-based non-profit organization.41 ANet’s ELA interim assessments include an open-response writing prompt which requires students to respond to a text. These prompts are scored by a rubric aligned to the MCAS composition assessment standards. The science and social studies six-week assessments will be designed and provided by UP Academy’s founding team; school staff will update and revise these assessments in future years, as needed. The results of these assessments, which UP Academy teachers will be able to access within 72 hours of test administration, are detailed and robust. After each series of assessments, faculty meetings will be dedicated to analyzing the results to determine overall classroom and grade-level performance on various standards (which can help determine if particular skills need to be re-taught) and individual performance on various standards (which can help determine which students need targeted tutoring support). Teachers commit to using class time to re-teach and re- assess the lowest-performing standards on their respective six-week assessments. In addition, teachers use the Study Hall period to tutor students or groups of students who have not yet mastered particular objectives. For students in UP Academy’s reading intervention program, formative data will be collected through the chosen program’s prescribed assessment schedule. This data will inform the teacher’s decision to reteach aspects of the program. This program will also have a summative assessment, typically a running-record with a retelling or a set of focused

39 The use of this Literacy Screen and associated Literacy Program was a practice implemented by the leaders and faculty of Excel Academy during the 2007-08 academic year. 40 Given the potential for a conflict of interest, the Board will vote on whether to procure services from ANet. Proposed Board Trustee and ANet CEO, Ted Preston, will not participate in the vote. 41UP Academy’s Lead Founder, Scott Given, participated in the initial Achievement Network pilot program in 2005, and utilized the organization’s services from 2005-08 at Excel Academy.

18 comprehension questions, which will tell the teacher whether the student has graduated from the program or needs further intervention. Formal and Informal Classroom Assessments. Teachers will frequently administer formal and informal formative assessments. These assessments aim to measure progress towards content and performance standards constructed or refined by the teacher at the start of the year. Assessments will be used to communicate a student’s deficits and growth to the student, his/her family, and teachers. Assessments may include the following: taking a traditional spelling exam in English class, assembling a graph in science class, or completing a set of division problems in math class. Assessments used to measure more advanced performance abilities may include the following: writing a research paper in English class, evaluating a primary source in social studies class, or solving a complex word problem in math class. Teachers will modify their instructional plans based on the results of these assessments.42 Unit Assessments and Final Exams. Teachers will administer unit assessments at the end of every content unit to determine student mastery levels. The results of unit assessments will be used by teachers to modify subsequent curricular units (e.g., to include a lesson that will re-teach a skill that the majority of the class did not master in the prior unit), and to inform how the unit needs to be modified in subsequent years. At the end of the year, teachers will administer final exams designed to measure cumulative content mastery in a given core subject area. Subject area teams, in collaboration with their respective Department Chair and DCI, will design unit assessments and final exams. In doing so, they will also consult numerous resources, such as unit assessments and final exams administered at other high-performing urban public schools in Boston. ISEE and SSAT. The ISEE is administered annually to all 8th grade students who live in the BPS district. The SSAT is taken by 8th grade students who are seeking admission to independent schools. During UP Academy’s planning year, we will set goals for student performance on both exams. If our students do not meet these goals, we will analyze areas of weakness and modify our academic program as necessary. Reporting Data and Continual Improvement. It is our belief that in order to continually improve our academic program, we must not only have statistically relevant data, but we must also consistently and transparently communicate our results to all of our stakeholders. Board. The Board will receive the annual report, written by UP Academy’s Principal. This report will include all internal and external assessment data relevant to the school’s accountability goals (see section IV(B)). In the event that a policy change is required because significant gaps existed between the school’s performance and its goals, the Board will enact its policy development process and make necessary organizational decisions. School Staff. UP Academy’s administrative team will meet at least once after every six-week interim assessment to analyze and discuss achievement results and use the data to determine the focus of the next professional development session(s). Additionally, school administrators will meet annually to review and possibly revise the academic program based on progress toward accountability goals. School staff will meet in content data teams after every six-week assessment to analyze data, create action plans, and develop curriculum for whole group and small group instruction in order to ensure that all students are meeting internal benchmark proficiency goals. Additionally, school leaders and school staff will meet informally on an ongoing basis to discuss results of informal assessments such as unit plans, exit slips, homework completion reports, or literacy assessments. Our focus on data reflects our belief that all students can achieve at high levels. This focus is reflected in the school’s practices: one-on-one coaching sessions, grade-level and department meetings, and during Friday professional development sessions. Students and Families. Formal and informal classroom assessments, unit assessments, and final exams contribute to a student’s grade in each core subject area. Every two weeks, progress reports with class grades will be issued to students and families. At the end of each quarter, students and families will receive formal report cards with detailed information about student performance (see section II(C)). Student grades in core subject areas are the primary determinant of their promotion from one grade level to the next. Families use this data to communicate with staff about student strengths and weaknesses, and devise additional ways to support students. Students use these reports to make the academic and behavioral adjustments necessary to achieve their goals.

42 The description of the use of formal/informal classroom assessments is adopted from the Boston Preparatory Charter Public School Prospectus.

Non-Academic Assessments. UP Academy utilizes additional non-academic assessments to ensure the long-term fulfillment of our school’s mission. PREP Database System. UP Academy uses a Microsoft Excel database system to measure individual and school-wide progress toward attaining non-academic goals (see section II(B)). The technology system was largely designed by UP Academy’s Lead Founder Scott Given while he was Principal of Excel Academy.43 The system is designed to receive three types of inputs on a daily basis: (1) student attendance data; (2) student homework performance data; and (3) student behavior data. In addition to utilizing such inputted data to generate daily afterschool lists (e.g., Homework Club, detention), the system produces a weekly PREP Report for every student that summarizes his/her attendance, homework, and behavior performance (in line with the school’s PREP expectations) and assigns a corresponding PREP Score reflecting the student’s performance. The reports, distributed on Fridays, are seen by every student, every student’s advisor, and every student’s family before being returned to the school on Monday morning. Student scores are averaged over time to give an accurate picture to all relevant constituents about each student’s non-academic performance. Teachers and other school-level staff use individual PREP Report data to help support individual students. For example, if a student scores below 70 points on two consecutive PREP Reports, the student’s grade-level team may devise an action plan tailored toward the particular deficiency (e.g., homework completion) being demonstrated by the student. School leaders use PREP Report summary data to measure the school’s progress toward attaining the school’s non-academic goals. When there is a gap between actual data and the school’s goals, real-time programmatic adjustments are made. For example, if there is a spike in student tardiness in the 7th grade, a reorientation session may be held for 7th grade students that reinforces the importance of arriving to school on time and provides students and families with tangible supports for ensuring the problem is immediately rectified. Summary reports of school-wide PREP Report data will be provided to the Board annually. Path to College Exit Essay. In the spring, 8th grade students write a Path to College Exit Essay in which they reflect on the skills and knowledge they have acquired to be successful in high school, and how they will apply them to prepare themselves to be successful in college. Students will reflect on their own strength of character, and support their claim that they are ready to be successful in high school by citing examples of when they demonstrated the school’s values. E. SCHOOL CHARACTERISTICS UP Academy will admit students to the school in grades 6 through 8, per the enrollment plan outlined in section III(A). UP Academy’s core school characteristics support the curriculum, instruction, and assessment systems described in section II(B, D), and are based upon the practices of the highest-performing urban public schools in the United States.44 Organization of Students and Faculty. Students will be organized into heterogeneous cohorts of no more than 27 students. Each cohort of students will take all core academic classes (math, ELA, science, and social studies) together, as well as daily special classes (e.g., visual arts, music, and fitness).45 Except during recess, lunch, tutoring, and enrichment, a given cohort remains in a given classroom (i.e., their Homeroom) for the entire day. Teachers, not students, move from classroom to classroom, minimizing the downtime that occurs when students change classes. Our program does not utilize multi-grade, tracking, or team-teaching practices. All core subject teachers are responsible for teaching no more than two cohorts of students (maximum of 54 students) during a given semester. A teacher will instruct each cohort of students two times per day, three days per week, and one time per day, two days per week. Organizing the school in this way enables teachers to develop strong relationships with fewer students and to become very familiar with each student’s academic strengths and weaknesses. Methods and Strategies for Supporting a Wide Range of Needs. In accordance with UP Academy’s mission and central philosophy that all students can achieve, the school will provide a broad range of services to ensure that every kind of learner has access to the general curriculum. Examples of such supports include:

43 The basic concept of this database system was initially envisioned by former Excel Academy Dean of Students Christopher Habetler, and many Excel Academy staff members have contributed to its implementation and refinement over time. 44 Our proposed school’s characteristics align most closely with those at Excel Academy. Our founding team is extremely grateful to Excel Academy staff members for access to their school’s staff manuals; content in these manuals form the basis of the proposed school model described in this section. 45 As noted in the section II(F), some students are pulled from their cohorts throughout the day to receive intensive, additional, or individualized support.

Support Program Assignment Criteria/Process Description Summer Remedial Program Students who fail one or more classes One-on-one remedial tutoring for all students who failed at least one are assigned. course. Students in the program receive targeted, standards-based instruction in the subject area(s) of concern. Daily Study Hall All students who are not pulled for Structured time during which students can work on assignments and one-on-one tutoring attend Study Hall have access to all teachers. Small Group Reading Students are assigned based on Program-based small group instruction in decoding, fluency and Intervention Literacy Screening. reading comprehension completed during study hall period or as a “pull-out” from another class. Advisory All Students are Assigned an Advisor Students receive structured academic and behavioral guidance from teachers. Core-Subject Tutoring Students are selected on a daily basis Small-group, skill-based tutoring in a subject area. by individual teachers. Voluntary Academic Open to all students. Afterschool workspace with a teacher present. Support Center Homework Club Students must attend if they do not Structured afterschool work time for students who failed to complete all HW. complete the previous night’s homework assignment. Friday Extension Students must attend if they earn a Afternoon-long study hall afterschool on Friday half-days PREP score lower than 70. Saturday Academy Assigned by math department based Skill-focused, one-on-one math instruction on assessment results. Mandatory Academic Assigned based on HW trends. Intensive six-week afterschool intervention for students who Support Center demonstrate an inability to complete homework assignments. Behavior Plans Formulated by teachers for students Student-specific behavior modification through identification of who are not being well-supported by problem behaviors, consequences and incentives school-wide discipline program. School-Based Counseling Formal referral process. Supports for students struggling with social-emotional challenges.

Extended School Year and School Day. In order for previously underserved students to make rapid achievement gains, we must provide more time for them to learn. UP Academy will provide an extended school day within an extended academic year. Both strategies have proven effective in urban public schools serving incoming students with skill and knowledge deficiencies. Our additional time will provide students with the support needed to prepare for rigorous high school programs. The academic year will be 185 days, from the last week of August through the end of June, and will be divided into four academic quarters. UP Academy will follow BPS’s schedule for holidays and closures. The academic school day will run from 8:00am-4:00pm on Mondays-Thursdays, and 8:00am-1:30pm on Fridays. Additional academic and behavioral support programs will run from 4:00-5:00pm on Mondays-Thursdays, 1:30-3:30pm on Fridays, and 10:00am-12:00pm on Saturdays. A typical student’s schedule is shown below.46 Monday-Thursday Friday By 7:45am Arrive at UP Academy By 7:45am Arrive at UP Academy By 8:00 Be seated in Homeroom or Community Circle By 8:00 Be seated in Homeroom 8:00-8:20 Morning Homeroom (or Community Circle, once per week) 8:00-8:30 Friday Morning Homeroom 8:20-9:10 Math 8:30-9:45 Math 9:10-10:00 Social Studies or Science 9:45-10:00 Break 10:00-10:15 Break 10:00-11:15 Reading 10:15-11:30 English 11:15-11:40 Lunch and Cleanup 11:30-11:55 Silent Reading 11:40-11:55 Homeroom and PREP Report Distribution 11:55-12:20 Lunch and Cleanup 11:55-12:00 Transition to Enrichment 12:20-1:10 Math (or Fitness, once per week) 12:00-1:30 Enrichment 1:10-2:00 Social Studies or Science 1:30-3:30 Friday Extension (selected students only) 2:00-2:15 Break

2:15-3:05 Writing (or Art/Music, once per week) Saturday (selected students only) 3:05-3:15 Afternoon Homeroom By 9:45am Arrive at UP Academy 3:15-4:00 Study Hall/Tutoring By 10:00 Be seated in Assigned Group 4:00-4:30 Homework Club, Detention, Literacy Program, Other 10:00-12:00 One-on-One Math Tutoring Supports (selected students only) 4:30-5:00 Detention (selected students only)

46 This schedule is modeled on the school schedule initially implemented at Excel Academy Charter School in fall 2005 by the school’s leadership team.

During the course of a given week, every student receives: 425 minutes of math instruction; 525 minutes of ELA instruction; 400 minutes of science or social studies instruction; 180 minutes of structured study hall and/or small group tutoring instruction; 150 minutes of art, fitness/health, and/or music instruction; 165 minutes of homeroom activity time; 100 minutes of sustained silent reading time; and 90 minutes of enrichment activity.47 Exceptions to this schedule may be made as needed to ensure students with disabilities and ELLs receive required services and support. Tutoring during the week will take place on Mondays-Thursdays, after core classes, from 3:15-4:00pm. Each week, all teachers are responsible for tutoring for two forty-five minute blocks. One session is devoted to working with a small group of students on a particular skill from the six week assessment, and the other session is spent on remediating current class content. To determine the effectiveness of their tutoring, teachers are expected to re-assess students on the specific skills shown to be weaknesses on recent six-week assessments or during class. These post-assessments are reviewed by the DCIs and the teacher in a coaching session and used to determine if the tutoring has been effective, and whether other actions are necessary. A significant amount of tutoring also takes place Saturday mornings (Saturday Academy), during which well-trained community member volunteers lead highly structured math tutoring sessions. Seamless Operating Procedures. UP Academy will be driven by easily repeatable systems. Above all else, the purpose of systems in a school environment is to: (1) establish routines to which students and teachers become accustomed and (2) establish consistency among classrooms. For students, routines and consistency help create an environment void of surprises and disruptions; such structure is critical for students who typically come from less structured households. For teachers, routines and consistency can serve as a helpful teaching tool and as a source of authority in the classroom. In short, systems enable students to focus on learning and teachers to focus on teaching. To ensure unwavering excellence at UP Academy, we will document the core systems that comprise our school model in comprehensive manuals, which will serve as blueprints, training documents, and reference guides for all school administrators and faculty members. By developing and documenting proven systems, and by encouraging administrators and teachers to use and follow these systems, with appropriate levels of flexibility, we ensure a professional school culture void of chaos and surprises. School Culture. UP Academy will hold members of the school community—students, families, and staff—to the highest standards. To provide the best education to UP Academy’s students, all constituents must work together to create an atmosphere conducive to enthusiasm for learning, academic achievement, and college preparation. While UP Academy’s culture will be driven by a sense of urgency and a rejection of excuses, it is also built upon a platform designed to make teaching and learning exciting and fun. Building this type of school culture is no easy task, and there is no definitive formula for creating it. In truth, a school culture is developed through the integration of all aspects of a school’s program – from recruiting mission-aligned faculty members to using a rigorous curriculum and celebrating outstanding student achievements. These points notwithstanding, we believe the following elements of our school design contribute most directly to the creation of a mission-driven, high-expectations culture focused on excellence, achievement, and college. Focus on the Value of a College Degree. Many of our students will have never considered college as an option prior to attending UP Academy. In addition to preparing our students academically and instilling them with lifelong values than can lead to college success, we expose our students to the value of a college degree whenever possible. For instance, we will periodically take our students on trips to college preparatory high schools and to college or university campuses. Accountability Contract. All members of the UP Academy team, including students and families, are encouraged to sign the school-student-family responsibility contract. The contract, distributed annually in the school’s Student and Family Handbook, describes some of the most important responsibilities for being a member of the school’s community. Most broadly, the contact outlines each school community member’s shared commitment to hard work and consistent support of one another. We will work hard to ensure family members understand the different elements of the contract, and we will never use the contract as a way of preventing any student from attending UP Academy.

47 Students who are consistently meeting and exceeding the school’s academic and behavioral expectations will also have opportunities to access BPS sports programming and other afterschool activities on a daily basis.

Code of Conduct and a Structured, Consistent Discipline System. UP Academy will develop a Code of Conduct that will help to ensure that the school remains a respectful space for learning. All policies will be developed in full compliance with federal and state laws and regulations, including but not limited to M.G.L. c. 71, §§37H and 37H1/2. Embedded within the Code of Conduct will be our school’s system to ensure a structured environment in which students make excellent academic and behavioral decisions. UP Academy embraces James Wilson’s “broken windows” theory.48 Student expectations will be consistent; minor issues will be addressed with clear consequences in order to avoid larger problems in the school. For example, if a student commits three behavioral infractions that might be considered minor at another school, s/he will serve afterschool detention for one hour to devise a plan for improvement. Or, if a student does not meet the school’s expectations on a given homework assignment, s/he reports to afterschool Homework Club for one hour to begin completion of the following night’s homework. Further, students are expected to wear uniforms, part of the school’s efforts to minimize distractions and maintain an environment focused on academics and achievement. Celebrating Excellence. Hardly a day at UP Academy will go by without recognizing students for their hard work and outstanding accomplishments. This may mean distributing college shirts to our 6th grade Honor Roll students; surprising every student who achieved perfect attendance during a given academic quarter with a pizza celebration during lunchtime; or taking students who achieved perfect homework completion during a given month to a Red Sox game. Constant recognition of excellence drives forward a culture of achievement. Orientations. All members of our school community participate in respective orientations every August:  Staff Orientation. Staff members will participate in four weeks of orientation in August to review teacher and student expectations, to create or refine their curricula, to practice school-wide systems, ensuring consistency once students arrive, and to receive professional development training.  Family Orientation. Parents/guardians will attend a family orientation after enrolling their child and prior to the start of the academic year. It is important that the academic and behavioral messages that a child receives be consistent across staff and parents. During orientation, parents will review UP Academy’s expectations and protocols to minimize potential misunderstandings once the year begins.  Student Orientation. Students enrolled at UP Academy will attend a two-week student orientation at the beginning of every academic year. During orientation, there will be a focus on the core elements of school culture. Routines, structures, and behavioral expectations will be explicitly taught and relentlessly practiced, and students will begin the process of internalizing the school’s PREP values. Family Communication and Involvement. UP Academy’s founders recognize that the involvement of parents and guardians as partners in the education of their children is essential for the school and its students to achieve success. To this end, we attempt to involve parents in many aspects of their children’s education. For example: in addition to the above- noted orientation, we visit the home of every new family prior to the academic year to listen to their story, hear about the goals they hold for their children, and explain the expectations of our school; we ask each student’s parent/guardian to review and sign homework assignments (in a designated area on each assignment), every single night of the year; we host family-teacher conferences at the end of the first, second, and third academic quarters, a formal opportunity for teachers and parents to discuss a student’s academic performance; and we keep a detailed, school-wide communication log to ensure that every family receives a phone call from one or more staff members no less frequently than once a week. In order to gauge parent satisfaction, we ask all parents of 8th grade students to complete a survey. Among other questions, we will ask parents to rate their level of satisfaction with the preparation for high school provided by UP Academy as well as their satisfaction with the overall program. Survey results will be published in our annual report. Initial Year Turnaround Strategy. Most new Massachusetts charter schools start with one grade and build enrollment each year; we are charting new territory by taking over a building that is at full capacity. UP Academy will significantly change the expectations it places on students who have been attending a struggling school – from the time they spend in school, to what they wear, to how they behave, to the rigor of the content of their classes, to how much homework they are required to complete each night. We recognize that our turnaround status comes with

48 http://www.theatlantic.com/magazine/archive/1982/03/broken-windows/4465/

23 unique challenges that require unique solutions. While we believe that all aspects of our school design will contribute to a successful first year, the following additional strategies are specifically designed to address the challenges inherent in a school turnaround: Challenge Turnaround Strategy Culture: Reverse a weak school We will devote ten full days to student orientation prior to immersing students in academic content; by the culture into a culture of achievement. end of these 10 days, we will have a strong cultural platform from which to continue improvements. Community: Gain parental support School personnel and/or personnel of Unlocking Potential will visit every student’s home (or meet with of school staff and educational families individually at the school site) to explain and discuss our educational program to families (and program. students) prior to the beginning of the school year. Clusters: Effectively manage a large We will break our school into smaller learning communities within each grade level. In such clusters, school at capacity from the first day of teachers have fewer students and can provide the personal attention students will need. the school’s existence. Curriculum: Make real-time School leaders, with support from Unlocking Potential, will provide easily accessible resources and best curricular adjustments during the first practices that increase ease of revising curriculum. “Priority Standards” will be developed to address student school year as student skill levels academic needs of first two years. We will also invest in a basic technology platform to facilitate this rapidly accelerate. process. Construction: Improve the facility We will invest $250,000 in renovations to the existing building so that returning students feel like they are and create a new school identity. coming back to an entirely new school that emphasizes excellence above all else.

Student Perspective. Here is a typical school day from the perspective of a 7th grade student: The student arrives at school, ready and excited to learn, between 7:30 and 7:45am. He exchanges greetings with the Principal at the front door, and then walks to the Uniform Station, where a faculty member ensures that the student is in proper uniform. The student proceeds to the Breakfast Station, where he receives a nutritious breakfast. Next, the student goes to the Homework Station, where he places his completed assignments in the appropriate subject folders. Thereafter, the student heads to his assigned seat in Community Circle, where he reads until the 8:00am bell rings. “Good morning, seventh grade students!” exclaims the Principal, kicking off the Community Circle meeting. “Good morning!” the students excitedly reply in unison. Community Circle, a weekly grade-level assembly, provides the opportunity to reinforce the school’s mission and celebrate student accomplishments. On this particular day, two students lead their classmates in singing a song about college. At 8:20am, the meeting concludes, and the student walks in line with his fellow classmates to his respective homeroom, where he is greeted and welcomed at the door by his homeroom teacher. He collects his materials for his first two classes of the day. From 8:20-9:10am, this student takes his first math class of the day, and from 9:10- 10:00am, he takes his first science class of the day. (In the second half of the year, this student would be taking a social studies class instead of a science class). From 10:00-10:15am, the student enjoys a structured but relaxed morning break, during which he socializes with his peers, uses the bathroom, and has a conversation with his Advisor regarding his lower-than-anticipated PREP Score last week. From 10:15-11:30am, the student takes his first ELA class of the day (reading). From 11:30-11:55am, the student engages in a silent, sustained reading period, during which his teacher comes through the class to review the student’s reading journal, which he and his mother filled out at home the previous evening. At 11:55am, the student and his classmates walk to the cafeteria to enjoy a nutritious lunch. During lunch, students sit with their friends and speak in professional voices. In the afternoon, the student takes his second ELA (writing), math, and science class of the day, broken up by an afternoon break.49 From 3:05-3:15pm, there is a dizzying burst of organized activities that take place in homeroom. Students clean up their spaces and prepare them for the following day, gather their materials for study hall and tutoring, and head back to their seats to listen to afternoon announcements and afterschool lists. This particular student is not called for any afterschool lists, and thus will be able to leave the building on time. From 3:15-4:00pm, the student participates in study hall. A number of his classmates are pulled out of study hall for small group tutoring. During study hall, the student is able to ask the adult in the room for clarification on how best to begin his science essay. At 4:00pm, the student departs school, but nearly half of his classmates stay for Homework Club, Detention, Mandatory Academic Support Center, or Voluntary Academic Support Center. Another few of this student’s friends

49 Three times per week, an afternoon core subject class is replaced by a fitness class, art class, or music class.

24 are heading to a museum with their art teacher, a prize these students won during a recent PREP auction. Once home, the student must find time to complete roughly ninety minutes of core subject homework, read for 25 minutes, reflect on his/her reading in a journal for 10-15 minutes, and get his/her parent’s signature on all homework assignments. If the student becomes stuck, his assigned homework buddy is only a phone call away. Teacher Perspective. Here is a typical school day from the perspective of a 6th grade math teacher: At 7:15am, the teacher arrives at school, and uses the next 45 minutes to check the Principal’s daily morning email and finalize her plans for the day. From 8:00-8:20am, the teacher participates in the 6th grade’s Community Circle meeting and hands out three certificates for “Acts Worthy of Public Recognition.” At the conclusion of the meeting, the teacher heads to her classroom, where from 8:20-9:10am, she teaches math lesson #1 to her first student cohort. Immediately thereafter, from 9:10-10:00am, she teaches math lesson #1 to her second student cohort. The teacher has no teaching responsibilities from 10:00-11:55am, and she thus spends this time completing work in the Teachers’ Office. Today, this work includes checking all students’ homework assignments from the prior night (report due to main office by 11:30am) and making final preparations for afternoon classes. The teacher returns one phone call to one parent who had concerns about her daughter’s math grade. And she makes one unprompted phone call to another parent, informing the parent about her child’s superb math test performance. (The teacher notes both conversations in the family communication log.) From 11:55am-12:20pm, the teacher oversees the lunch period in the cafeteria with several of her colleagues. She has been explicitly taught lunchtime expectations, practicing this type of proctoring many times during staff orientation. In the afternoon, the teacher teaches math lesson #2 to both of her student cohorts.50 From 2:00-3:05pm, the teacher has additional time to complete work in the Teachers’ Office. Today, this work includes preparation of instructional materials for the following day, lesson planning for the following week, and grading. From 3:05-3:15pm, the teacher co-leads afternoon Homeroom activities with another staff member. And from 3:15-4:00pm, she provides tutoring on a specific skill to a small group of her students – both the students and the skill were identified during a recent review of six-week assessment results. From 4:00-4:30pm, the teacher participates in a family meeting to finalize a proposed Individualized Education Plan (IEP) for one of her students. The teacher chooses to remain at work after 4:30pm to catch-up on some grading and to try to grab a few minutes to chat with the Dean of Students about an interaction she had with one of her students earlier in the day. She ends up leaving the school building at around 5:30pm. The teacher is tired, but fully satisfied that she is helping to transform a school and change lives.51 External Programs. In determining whether or not to bring any external partners and programs into the school, UP Academy will first evaluate its internal capacity to provide a particular service. In cases where UP Academy does not have the internal capacity to provide a given program, it will evaluate the mission- and philosophical-alignment of an external provider with that of the school, as well as the track record of that provider. Mission-aligned and philosophically-aligned individuals and organizations with strong track records are welcome partners of the school. At the current time, the external programs that we anticipate bringing into the school are as follows:  Enrichment Teachers. Charged with teaching one ninety-minute class per week. Given our interest in exposing our students to a wide range of extracurricular and enrichment activities (e.g., athletics, dance, theatre, crafts), we rely on external experts, all trained on UP Academy’s expectations and procedures, for our enrichment program.  Saturday Academy Tutors. Volunteers charged with tutoring one or more students on core math skills for two hours on Saturday mornings. Prospective tutors will be required to complete an application, background check, and Saturday Academy training before participating in our program.  The Steppingstone Foundation, Boston Scholars, and other rigorous preparatory programs. Support our most gifted learners with programs, scholarships, and mentorships that contribute to admission into, and success in, top-tier college preparatory high schools.

50 One day per week, Monday-Thursday, every core subject teacher has an entire afternoon free of teaching responsibilities to complete long-term planning, both individually and with colleagues, as well as to complete other long-term tasks. 51 Please note: some staff positions will include flexible schedules allowing teachers to cover Saturday Academy or late afternoon programming.

 ANet. Charged with providing the school with interim assessments and related services. (Please see section II(D) for additional information.) UP Academy looks forward to forging additional relationships with local partners who can assist the school with a variety of challenges, including those related to improving our facility, providing educational resources and supplies, developing our academic program, and providing support services to our families. F. SPECIAL STUDENT POPULATIONS AND STUDENT SERVICES Plan for a Responsive, General Education Classroom. We believe that every UP Academy classroom needs to be an environment which is responsive to the educational needs of all children, and accommodates their needs to the maximum extent appropriate. Further, we believe that a continuum of services must be available through the school so that all students can participate fully in the educational goals and mission of UP Academy (see section III E for full descriptions of proposed support services). Inclusion at UP Academy is based on a co-teaching model. UP Academy will serve all students within an inclusion program to the greatest extent possible. Within the inclusive classroom, general education and special education teachers or aides will strive to deliver instruction together in order to maximize the talents of both educators and to present “co-teachers” as having equal knowledge and authority. Co-teachers will have clearly defined roles and responsibilities that dictate how often they meet to collaborate, when materials will be created or modified, to what extent they co-plan, and how to best divide the instruction within a lesson. Primarily, the general education teacher is responsible for delivering high quality standards-based content, and collaborating with the special educator to ensure that the instruction is appropriately differentiated (please also see section II(B) for more examples of differentiated instruction). The special educator will be responsible for making changes to the lesson plan and any classroom materials that are used for each student on his or her caseload in order to implement the IEPs and ensure that the learning needs of each student are being met. Both teachers will be trained by the DCI – Student Support in effective co-teaching strategies, and provided with ongoing feedback and support to improve practice and ensure that students with disabilities make progress. UP Academy Student Support Programs. First and foremost, for students to succeed in an environment with high expectations, teachers must be highly skilled at differentiating instruction (for a more detailed description see section II(B)). Differentiating instruction within a classroom, however, is only a starting point for supporting all learners; a school must have an extensive network of supports in place to catch struggling students before they fall behind. Every UP Academy student benefits from school-wide support programs. Some programs serve the entire student population and others require a teacher or Child Study Team (CST) referral (for examples of services provided to support achievement, see section II(E)). ELL Processes and Procedures. UP Academy will serve all students regardless of English language proficiency. UP Academy seeks to work collaboratively with BPS to best support its ELLs. UP Academy will identify, educate, and serve its students (and their families) who lack English proficiency in the manner articulated in BPS’s recently adopted English Language Education Programming Manual, which includes comprehensive guidelines for school administrators, teachers, support staff, and other stakeholders who work with BPS students who are ELLs. The policies are based on program models that are scientifically-based and known to be effective, and are in line with federal and state regulations regarding the education of public school ELLs.52 Identifying ELLs. Specifically, to identify ELLs, we will use the following process. Upon enrollment into the school, all students will receive a home-language survey to identify languages spoken at home. If a language other than English is identified, a Teacher Assessment Specialist at the school will administer the LAS assessment, review student records (including those at the BPS Office of ELLs for students previously enrolled in a BPS school), interview parents and the student, and make a recommendation for whether the student is an ELL or not. Those students identified as ELLs will be assigned an ESL level (newcomer, novice, developing, expanding, bridging) as well as a program recommendation model. UP Academy will report data, annually, to the school district and to the state. During this identification process, UP Academy seeks to afford every opportunity to help students understand the school’s policies and become active members of the school community. Translators will be employed to support these

52 Source: BPS

26 efforts. UP Academy recognizes that parents have a right to decline ELL services for their child, and will follow all appropriate regulations when this scenario occurs. Serving ELLs. UP Academy uses a research-based Sheltered Content Instruction program model to support the majority of its ELLs. This program model has two important components: 1. Differentiating ELL Instruction. UP Academy differentiates its ELL instructional model for students based on their English language proficiency upon entering the school. Constant progress monitoring by certified ESL-certified teachers allows the school to move students into different instructional models as their proficiency improves. ELL English Instruction Math and Content Area Additional Supports Categories Instruction ELLs who have demonstrated the ability Sheltered instruction will be Expanding to independently master grade-level provided in math and content areas. and English objectives will receive English These lessons are designed to deliver Bridging instruction in grade-level classes. content knowledge and English All English instruction will be provided in instruction. These standards-based Morning check-in with ESL an ESL classroom and will be focused on lessons are designed to students’ instructor to review building language proficiency as quickly as ELL proficiency level in accordance homework and instructional possible. As students move towards with the MA ELA benchmarks and goals for the day Developing proficiency, ESL instruction, with heavy outcomes, and they incorporate key

scaffolding, will incorporate genre reading ELL strategies such as visible, print- Mandatory referral to the and introduce core comprehension and rich environment, group work, afterschool Literacy Program vocabulary skills taught in grade-level thematic units and questioning

English classes. prompts. Two-Way Language All English instruction will be provided in Newcomer and Novice ELLs will Instructional model and an ESL classroom and will be focused on receive day-long, intensive ESL Language Specific Sheltered building language proficiency as quickly as instruction until achieving certain Instruction if appropriate Newcomer possible. Although an ESL teacher will foundational decoding and fluency and Novice informally teach comprehension with benchmarks. questioning and retelling strategies, the focus of instruction will be decoding, fluency and conventions.

2. Progress Monitoring of ELLs. On an annual basis, ELLs will be assessed and, as appropriate, reclassified to a new ESL level or determined to be proficient in English. Specifically, during the month of March, each ELL will be re-assessed in the areas of listening, speaking, reading, and writing in English by trained personnel at UP Academy. During this process, the following data will be considered: LAS testing results; a student’s performance in classes, ESL Progress Reports, school-based assessments, and statewide testing results on the MEPA, MELA-O, and MCAS. UP Academy will schedule meetings with parents to discuss findings and recommendations. When a student appears to be proficient in English, the school will follow the process of reclassifying a student from an ELL to a Former ELL status. The major criterion for determining whether a student may be reclassified as a Former ELL is his/her readiness to do ordinary classroom work in English without reliance on a specifically-designed program for learning English. UP Academy will monitor the progress of its students for two years after they have been reclassified from ELL status to Former ELL status, or until graduation from UP Academy, whichever is earlier. It is UP Academy’s intention to maintain an ELL student population in line with the district average during the course of its operation. ELL Staffing. In addition to hiring a proportionate number of Category 4 ESL-certified teachers to serve our students effectively, it is the policy of UP Academy to ensure that its ELL students are instructed by teachers who are qualified to shelter instruction. This includes teachers who are dually licensed in the subject matter in which they teach and ESL, or who are licensed in the subject matter in the subject in which they teach and have completed the DESE approved category trainings in four areas: Category 1 (Second language learning and teaching); Category 2 (Sheltering content instruction); Category 3 (Assessment of speaking and listening); and Category 4 (Teaching reading and writing to ELLs). It is our intent to have all of UP Academy’s content teachers and other appropriate staff complete training in Categories 1, 2, and 4 during August 2011 staff orientation. UP Academy further recognizes that only teachers

27 licensed in English as a Second Language (ESL) will provide ESL instruction. The salaries of the school’s certified ESL instructors, as well as the salaries of content-area teachers who shelter instruction, will align with the compensation plan outlined in our Type B Memoranda of Understanding (MOU) with the BTU.53 Based on internal staffing projections, we anticipate that the average 2011-12 salary of these UP Academy teachers will be $65,753. Evaluation of ELL Program. UP Academy will formally evaluate the effectiveness of its ELL programming every spring. During this time, UP Academy’s Principal and DCIs will review student performance in the school’s ELL program including ELL Progress Reports, Report Cards, Monitor Reports of Former ELLs, LAS assessments, local assessments of literacy, and statewide assessments including the MCAS, MEPA, and MELA-O. The results of this analysis will inform our practice, and revisions, including Professional Development, will be made to better ensure that students are making progress to learn English and academic subject matters successfully. General Education Classroom Referral Process. UP Academy will employ the Child Study Team (CST), a small team of licensed special and general education teachers, to respond to the specific learning needs of all students in the general education classroom, provide continuous support, and, when appropriate, evaluate students for special education services. The CST is engaged after initial academic or behavioral concerns for a student result in a failed intervention. At that point the teacher completes a CST referral form and the student’s parents are informed. The CST meets to evaluate the student’s classroom performance, strengths and challenges, and prescribes an intervention to address the student’s obstacle(s) to academic success. Through this process, the CST creates a comprehensive plan that includes strategies and structures for teachers and school staff to employ. Over the next 3-5 weeks, members of the CST periodically observe the implementation of the plan and reconvene to evaluate its effectiveness. The CST uses observation and assessment data to decide which strategies and interventions to continue, modify, and discontinue. The plan and all adjustments to it are documented. If the adjusted plan is effective, the CST continues its ongoing monitoring, evaluation and adjustments. If the plan is not effective, the CST will consider referring the student for a special education evaluation or to an outside resource for more specialized evaluation. Neuropsychological evaluations of students will be conducted by highly qualified clinicians and UP Academy will investigate the appropriate agency to provide services. Special Education Processes and Procedures. UP Academy will serve all students regardless of ability. UP Academy will comply with all state and federal statutes, including Title II of the ADA, the IDEA, and Section 504. UP Academy will educate students with disabilities in the Least Restrictive Environment (LRE) and with their non- disabled peers, to the extent appropriate and allowed by each student’s IEP. The school will not discriminate in admission and enrollment practices against students having or suspected of having disabilities. At UP Academy, we believe that all students, regardless of ability, can achieve academically. UP Academy will provide students with disabilities a Free and Appropriate Public Education (FAPE). To ensure that all students’ needs are well met, UP Academy will hire teaching staff who have the appropriate special education licensure issued by the DESE, and we will hire a DCI - Student Supports, with extensive experience overseeing effective special education programs, to work closely with the Principal and DCIs, as well as all teachers and students, to provide accommodations and modifications as needed. The DCI - Student Supports will also oversee the inclusion program by supporting teams of co-teachers, observing co-teaching, and giving feedback on accommodations that are made to classroom materials. The DCI - Student Support will also maintain records and ensure that all staff meets the needs of all students with disabilities. UP Academy’s college-focused mission applies to all its students. For some students, the path to college will lead to a traditional four-year, rigorous academic program. An equally valid path to realizing one’s full potential could be attending a technical college, associate’s degree program or special needs-focused college. Identifying Students with Disabilities, IEP Development and Implementation. Upon enrollment, families will complete questionnaires to identify if their child has received special education services or has been diagnosed as having a disability. Once students are enrolled in the school, the DCI - Student Supports will communicate with families whose students are already receiving special education services. The staff will implement existing IEPs and provide an

53 See section V(I)(2) – MOU: Type B (BTU)

28 appropriate education in the LRE. In the event that a student with an IEP is not making effective progress, the special educator will convene the team and, if appropriate and only with parent consent, the team will make changes to the IEP. For all students, academic progress will be monitored regularly. Students who are suspected of having a disability and who are not making effective progress will be referred to the CST referral process, as described above. If, after the CST process, progress is still not being made, the CST will recommend an evaluation to identify a possible disability. UP Academy, with parental consent, will obtain an evaluation by an appropriately licensed professional. When an evaluation indicates evidence of a disability and that special education services are appropriate, an IEP team consisting of the parents, DCI - Student Supports, a regular education teacher, and the student (if age appropriate) will develop an IEP for the student and agreed upon special education services will be provided. All IEPs will be evaluated annually and revised as needed by the IEP team. All students receiving special education services will be reevaluated at least once every three years. Instructional Models. As mentioned above, UP Academy serves students with disabilities within an inclusive, co-teaching model to the greatest extent appropriate. We believe that students with disabilities benefit from additional adult support, and that there are extreme benefits of two teachers collaborating to plan and deliver high quality instruction, especially when structures and supports are in place to ensure each student’s needs are being met. Some of these structures include a hard deadline in which the general education teacher provides the special education teacher with materials that need to be modified for each student with an IEP, or a built-in time for co-teachers to meet with the DCI – Student Support to discuss achievement data of students with disabilities. In the planning stages, teachers draw strategies from a catalogue of best practices that will be developed by the AAMs, based on best-practices from schools that serve students with disabilities, and honed by classroom teachers. Additionally, each teacher will be responsible for implementing the IEPs of all students in their classes, and seeking support in implementation when necessary. Presently, the Gavin serves a significant “highly-specialized” population, including multi-handicap, autistic and mildly cognitively-impaired students. In cases where these students’ IEPs dictate the need for a low teacher-to-student ratio or alternative curriculum, it may be necessary to place them in substantially separate (sub-separate) classroom settings. While UP Academy will directly operate all facets of its special education program and will be responsible for evaluating and hiring staff to meet the needs of all students, it will work closely with BPS to identify highly skilled special education candidates and effective program structures for highly-specialized students. Special Education Instructional Characteristics of Daily Instruction Models Student attends general education classes all day and receives accommodated and/or modified instruction Full Inclusion and instructional materials by special education certified teacher or Special Education Aide in accordance with IEP. Student attends mostly general education classes but also receives accommodated and/or modified small- Substantial Inclusion group and individual instruction in a separate setting by special education certified teacher or Special Education Aide in accordance with IEP. Student receives modified instruction in small-group or individual setting apart from general education Sub-separate population by a special education certified teacher or Special Education Aide in accordance with IEP.

Instructional Methods. UP Academy employs instructional methods that will, to the greatest extent possible, provide special needs students with access to the general curriculum. General education and special education teachers will collaborate to support students to help them meet IEP goals and make academic progress. Instructional methods are developed and revised for students through ongoing teacher communication, are dependent on each student’s specific disability, and can be used in each of the full inclusion, substantial inclusion, or sub-separate classrooms. Methods include, but are not limited to, the following for each disability identified by the DESE.

Specific Disability Instructional Methods Intellectual Impairment  Break difficult content into smaller, more manageable chunks  Group students heterogeneously with general education students  Provide additional support through co-teaching  Modify content by reducing the number of tasks required Communication Impairment  Provide assistive technology and graphic organizer to allow student to hear a text orally while identifying main idea  Scaffold skills from simple to rigorous Neurological Impairment  Scaffold skills from simple to rigorous  Provide, clear, broken down instructions  Provide access to grade level standards Health Impairment  Create incentive plans based on student interests  For ADHD, methods may include: provide clear limits, ensure opportunities for movement/breaks (if needed), provide preferential seating, develop behavior plan (if needed) Emotional Impairment  Create incentive plans based on student interest  Provide frequent breaks or check-ins  Provide opportunities for leadership Autism  Differentiated reinforcement  Picture Exchange Communication Systems  Reinforce sensory and whole learning through small group practice and repetition Developmental Delay  Provide direct instruction including step-by-step directions  Provide manipulatives are accessible and used to demonstrate concepts  Provide graphic organizers for ELA Sensory Impairment  Provide assistive technology for a blind student to download a text and hear it orally in order to identify important details  Provide instructor who can communicate in American Sign Language for a deaf student Physical Impairment  Provide full access to all instructional materials, activities, and field trips  Modify building facilities to accommodate student’s needs Specific Learning Disability Depends on specific learning disability, but may include: (disorder in one or more of the basic  Provide teacher-prepared outlines, notes and graphic organizers psychological processes involved in understanding  Provide opportunity to hear content-area texts read aloud or on audiotape or in using language, spoken or written, that  Provide extra processing time and/or extra time on task with frequent teacher check-ins may manifest itself in an imperfect ability to  Give directions in short, concrete steps both orally and visually; listen, think, speak, read, write, spell, or to do mathematical calculations)  Give shortened assignments, when appropriate

Special Education Staffing and Program Evaluation. Below is the staff profile required to best serve the special needs student population at UP Academy during the 2011-12 academic year. Title Central Role Qualifications Est. Salary DCI - Student Monitor and assess all special education and ELL  Master’s Degree in Special Education $90,000 Supports instruction and student support programs; manage all  ELL certification special education staff and CST  5 years special education teaching experience Special Education Design and implement curricular accommodations  Special education certification $65,753 Teacher – Inclusion and modifications required by IEP; manage IEP review and evaluation process for individual students Special Education Design and implement highly specialized curricular  Special education certification with focus on $65,753 Teacher - Sub- accommodations and modification required by IEP; specific disability Separate manage IEP review and evaluation process for individual students Special Education Assists special education teacher in substantially  Relevant child-care experience and $35,000 Aide separate classroom to ensure IEP compliance references

Evaluation of Special Education Program. UP Academy will formally evaluate the effectiveness of its special education programming every spring. During this time, UP Academy’s Principal and DCI - Student Supports will review student performance in the school’s special education program, including individual student progress towards yearly IEP goals, Progress Reports, Report Cards, Monitor Reports from special education teachers, and statewide assessments such as the MCAS and MCAS-Alt. The results of this analysis will inform our practice, and revisions, including professional

30 development, will be made to better ensure that students are making better progress towards IEP goals and are making academic progress. Special Education Staffing Levels. In 2011-12, UP Academy’s proposed first turnaround year, we anticipate that the school’s percentage of students with disabilities will decrease slightly versus current levels. While we have developed recruitment strategies54 to reenroll the Gavin’s highest-need students with disabilities, we anticipate that our 6th grade student lottery will create a proportion of students with disabilities more in line with district averages (rather than a disproportionate concentration of assigned students with disabilities). Further, we expect that UP Academy’s future year lotteries – required by state law – will move the school further towards alignment with the district average until the school’s students with disabilities population is approximately the same as the district average. Our five-year special education staffing model is based on such expectations. It is UP Academy’s intention to always maintain a percentage of students with disabilities in line with the district average. The table below identifies specific positions and the proportion of each position’s time that will be dedicated to special education instruction.55 Academic Year Title Number of Positions Share of Time on Special Education 2011-12 DCI - Student Supports 1 75-100% Special Education Teacher – Inclusion 4 100% Special Education Teacher - Sub-Separate 7 100% Special Education Aide - Sub-Separate 7 100% 2012-13 DCI - Student Supports 1 75-100% Special Education Teacher – Inclusion 4 100% Special Education Teacher - Sub-Separate 5 100% Special Education Aide - Sub-Separate 5 100% 2013-14 DCI - Student Supports 1 75-100% Special Education Teacher – Inclusion 4 100% Special Education Teacher - Sub-Separate 2 100% Special Education Aide - Sub-Separate 2 100% 2014-15 DCI - Student Supports 1 75-100% Special Education Teacher – Inclusion 4 100% Special Education Teacher - Sub-Separate 2 100% Special Education Aide - Sub-Separate 2 100% 2015-16 DCI - Student Supports 1 75-100% Special Education Teacher – Inclusion 4 100% Special Education Teacher - Sub-Separate 2 100% Special Education Aide - Sub-Separate 2 100%

Special education teachers will be responsible for writing/typing IEPs and handling other associated administrative tasks under the guidance and support of the DCI – Student Supports. In preparation of the annual IEP meeting, special education teachers will gather information from general education teachers (if applicable), service providers, and any other special educator that provides direct services to the students. We estimate that inclusion teachers will have a caseload of approximately 25 students and will spend, on average, 5 hours per week on paperwork. The student caseload of substantially separate teachers will vary, but we estimate that they will also spend, on average, 5 hours per week on paperwork. In cases where an IEP requires specialized services not offered by UP Academy’s special education staff, such as speech, physical and occupational therapy, the school will contract with external providers. Our founding team stands ready to make budgetary adjustments and reallocations depending on the actual need for such services. Nutritional Program. UP Academy offers its students two nutritious meals (breakfast and lunch) and one nutritious afternoon snack per day. Breakfast is served from 7:30-7:55am daily, lunch is served from 11:30-11:55am daily, and afternoon snack is delivered at 2:40pm daily. UP Academy intends to utilize BPS’s food service provision for all meals and snacks. All meals are offered by BPS and meet the nutrition requirements set by the USDA Food & Nutrition

54 See section V(A) – Draft Recruitment and Retention Plan describes these strategies in greater detail. 55 BPS is making adjustments to its special education programming such that individual district schools focus on providing a specific portfolio of services catering to clusters of students with specific disabilities. UP Academy will do its best to work with the district to build capacity and expertise to best serve students of one to two particular disability types while ensuring the school still has the flexibility to serve students of all disabilities, given the lottery-based admission procedures that the charter school must follow. We understand that BPS may more readily recommend UP Academy to the families of students with disabilities if we prove that we are effectively providing outstanding services addressing the needs of one or two disability types. 31

Service to support children’s healthy growth and development. Students are also taught about nutrition, in line with the Massachusetts Comprehensive Health Curriculum Framework, through their Fitness and Health classes, taken at least once per week by every student. Specifically, by the end of 8th grade, students will master all nutrition-related content standards such that they can select a diet that supports health and reduces the risk of illness and future chronic diseases. UP Academy, in collaboration with BPS, will provide a clear and simple free and reduced lunch/milk application form to families. The information requested will be limited to that required to demonstrate whether the family does, or does not, meet the eligibility criteria for free or reduced price lunch/milk and will include all current household income (salary, welfare, disability, etc.). Additionally, the application will require applicants to provide the names of all household members and the social security number of the adult household member who signs the application. UP Academy and BPS will use this information to determine eligibility for the free and reduced lunch program.56 The Dean of Operations, in collaboration with other district staff members, will be responsible for supplying the form to families, registering all families for the program and supplying the UP Academy food-service staff with updated lists of eligible students. Ancillary and Support Services. Our founding team anticipates offering UP Academy’s students and families ancillary and support services that can contribute to the school’s mission fulfillment and benefit the community as a whole. We anticipate hosting regular meetings for parents and other community members to discuss relevant topics and providing desired trainings and information sessions. Such meetings and trainings may be led and facilitated by UP Academy staff members or by other community leaders secured by UP Academy. For example, we can envision hosting a meeting to discuss the dangers of social networking websites, providing parents with tools and ideas to effectively monitor internet use by their children. Or, we can envision hosting a hands-on training session to assist our students’ parents in applying for high school financial aid via the internet. We will provide language interpreters when appropriate. School Nurse. In addition to these services, UP Academy’s Director of Talent will conduct a targeted search for a school nurse with initial licensure, which means all candidates will have a Massachusetts nursing license, BA or MA in nursing, and at least two years of experience in a relevant child care setting. The school nurse’s roles and responsibilities will be aligned to national standards, and will include providing direct healthcare for the school; providing leadership for the development of school health services and policies; providing screening and referral for health conditions; and serving as a liaison between school personnel, families, the community, and health care providers.57 As described in our MOU Type B (BTU)58, the nurse will be annually evaluated by the Principal and/or DCI – Student Supports according to these responsibilities and a plan will be developed to highlight areas of improvement. Relationships with Community Organizations. The provision of ancillary services will also involve leveraging relationships with community organizations in South Boston, the site of the Gavin. The founding team recently met with a number of community organizations including the South Boston Community Health Center, the South Boston Neighborhood House, the Dorchester Boys and Girls Club, all of which have expressed interest in establishing partnerships with UP Academy. UP Academy’s school counselors will match the services of these organizations to the needs of our students and, along with the CST, refer students to them as needed. For example, a student with a single, working parent may need extra structure and programming after school. In this case, the CST process or a counselor might refer the student to the Boys and Girls Club. III. HOW WILL THE SCHOOL DEMONSTRATE ORGANIZATIONAL VIABILITY?

56 Adapted from CFR 245.6 of the Code of Federal Regulations, Title 7 57 Adapted from the National Association of School Nurses Roles and Responsibilities 58 See section V(I)(2) – MOU: Type B (BTU) for the evaluation process

A. ENROLLMENT AND RECRUITMENT59 Student Enrollment Plan. Unlike the phase-in start-up enrollment plans pursued by many charter schools in Massachusetts, UP Academy will begin serving three grade levels – and approximately 486 students – during its first year. It is our belief that managing a nearly-full school in Year 1 will enable us to serve the city’s most vulnerable students, including many at-risk students, students with disabilities and ELLs. Further, unless the Gavin’s rising 7th and 8th grade students receive immediate and aggressive intervention and support, those students will be unlikely to maximize their full potential. Our five-year enrollment plan, based on anticipated student enrollment, is as follows: UP Academy 2011-12 2012-13 2013-14 2014-15 2015-16 Grade 6 162 162 162 162 162 Grade 7 162 162 162 162 162 Grade 8 162 162 162 162 162 School Total 486 486 486 486 486

While these enrollment numbers represent our enrollment targets, we seek 500 total seats from the State to allow us some enrollment flexibility above our intended totals. We have no intention to expand beyond 500 students. Parental Support. As stated in section I(C), we have gauged strong parental support for our proposed school. Conversations with parents of students in existing, underperforming, Boston public schools about our intended program have revealed a strong likelihood that the parents of 6th and 7th grade students currently enrolled at the Gavin will seek to enroll their children in UP Academy’s inaugural 7th and 8th grade seats. Moreover, members of our founding team have had numerous conversations with stakeholders in Dorchester and South Boston, neighborhoods from which many of the Gavin’s students are drawn. They have expressed their frustration with a lack of strong public middle school options for the neighborhood’s families. These stakeholders have nearly unanimously agreed that UP Academy will have no difficulty in reaching its enrollment targets in Year 1 or beyond. Our letters of support reinforce this theme.60 Recruitment and Retention Plan. UP Academy’s recruitment and retention plan is found in section V(A). Communications and Public Relations. We recognize that there are a number of families that may be unlikely to learn about UP Academy as an option for their children unless our team makes proactive communication efforts. We will, therefore, actively publicize UP Academy’s program through a variety of media and means, beginning in fall 2010. These efforts will be led by Unlocking Potential’s full-time Family and Community Outreach Manager. Generally, our outreach efforts will span two categories. First, we will participate in all BPS-sponsored events and outreach efforts to ensure sufficient publicity and awareness of the district’s new proposed school.61 Specifically, UP Academy will join in and promote Boston’s School Choice Season activities, including Visibility Day (October 13, 2010), the Showcase of Schools (October 23, 2010), and School Preview Times (three dates from November 2010 through January 2011). Further, UP Academy will be included in all school choice materials distributed to families by BPS. Second, UP Academy will embark on outreach efforts above and beyond BPS-sponsored activities and notifications. For example, we will distribute applications, informational brochures, and notices to various targeted community locations and public events (e.g., community centers, places of worship, and public libraries.) UP Academy will request contact information for mailings from BPS in order to reach all families of middle school-aged children in the district. All applications, brochures, and notices will be developed in simple language and will be translated into Spanish, Portuguese, Haitian-Creole, Cape Verdean Creole, and Mandarin so that no family will be denied information about UP Academy. Also, UP Academy will host additional, broadly-publicized information sessions between now and

59 UP Academy does not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, ancestry, athletic performance, special need, proficiency in the English language or in a foreign language, or prior academic achievement when recruiting or admitting students. 60 See section V(E)(5) – Additional Letters of Support for UP Academy 61 Prior to March 1, 2011, all distributed UP Academy materials will clearly state that UP Academy’s charter is pending approval

August 2011 for any interested students and families. These information sessions will be held at various locations and different times to ensure accessibility to all interested families. Further, our school may consider marketing our program via radio and television, if necessary. UP Academy will ensure full accessibility to the school for all eligible students by removing barriers related to:  Transportation. For example, BPS will provide transportation to any UP Academy student who lives at least 1.5 miles away from the school.  Parental Expenses. For example, we will provide free uniforms to families who cannot afford to purchase uniforms for their children.  Language. For example, we will ensure interpreters are readily available at all parent and family events.  Health. For example, we will employ a full-time school nurse to support students with any medical conditions that could otherwise prevent them from accessing our school.  Scheduling. For example, our extended academic day reduces the need for before school and afterschool childcare that families may otherwise require.  Disabilities. For example, our facility complies with all handicap access codes. District’s Capacity. BPS already operates a choice-based student assignment system, with all high schools, as well as two middle/K-8 schools, open to all students in the district. In addition, BPS already has two Horace Mann charter schools in operation. Accommodating an additional city-wide Horace Mann school would not pose difficulties for the BPS assignment process. Further, BPS has the transportation infrastructure to ensure that all residents of Boston, no matter in which neighborhood they reside, can get to UP Academy. BPS transportation is also provided for students with disabilities in accordance to their IEP or Section 504 plan. Student Enrollment Policy and Public Lottery Procedures. In short, UP Academy will use an easy, information- based application for all families to submit for enrollment. (While all students previously enrolled in the Gavin must apply to reenroll for the 2011-12 academic year, they are guaranteed a seat by applying to UP Academy.) Students will be accepted on a public lottery basis if they meet all state-mandated requirements for enrollment. See section V(D) for the complete draft of our Student Enrollment Policy. UP Academy will follow meticulous and detailed enrollment procedures to ensure that it meets the DESE’s mid-March 2011 deadline for submission of pre-enrollment data. B. CAPACITY Origins of the Founding Team. From 2005 through 2008, while serving as Principal and Executive Director, respectively, of Excel Academy Charter School, Scott Given and Yutaka Tamura were inspired by the success that the charter school and its students were having. Over that time period, the school’s stakeholders, including a tremendous faculty and superb Board, transformed Excel Academy from a struggling school into its top-performing middle school.62 Never before had such rapid improvement taken place in Massachusetts public school, and never before had an urban public school become the highest-performing middle school in Massachusetts, which it remains today.63 While pleased by the success that the school was demonstrating, the school’s two leaders began pondering whether the improvement and performance strategies being used at Excel Academy could be applied to some of the state’s most underperforming district middle schools, where thousands of students were being inadequately prepared for the path to college and thus prevented from reaching their full potential. Thus, after leaving Excel Academy, Scott and Yutaka co-founded Unlocking Potential, a non-profit SMO that would support the transformation of failing urban district schools. Meanwhile, in early 2009, the federal government began prioritizing “school turnaround” efforts, and gave states and districts incentives to pursue innovative and aggressive strategies to transform their most underperforming schools. Such incentives, in part, led to the passage of the January 2010 education reform bill in Massachusetts. Soon after its passage, the Mayor of Boston and the BPS Superintendent contacted Scott and Yutaka, encouraging them to consider proposing an in-district charter school that could replace an underperforming district middle school in Boston.

62 The successful turnaround of Excel Academy Charter School is the result of the tremendous and relentless work of many individuals, including but not limited to the school’s current and former administrators, teachers, staff, and members of the Board, Sue Walsh of Building Excellent Schools, and numerous charter school leaders in Boston and beyond. 63 Ranking based on 2009 6th-8th grade math and ELA proficiency rates.

Excited by the prospects of bringing their school turnaround vision into the BPS system, Scott and Yutaka have assembled a founding team driven to turn the vision for UP Academy into a reality. The team is united by the belief that the Achievement Gap is the most critical Civil Rights issue of our time – and by a passion for eliminating it. The team further believes that the most effective and efficient means to close the Achievement Gap is through rapidly improving underperforming urban district schools. Collaboration of the Founding Team. The founding team has been in regular communication about the plans for UP Academy and about this application. Scott, as the primary author of this application, has regularly sought and received input from the school’s proposed Board members and other founding team members regarding all sections of the application. For example, during the months of August and September, Scott facilitated a weekly phone call with a subset of the school’s founding team to gather perspectives on the school’s emerging governance model and organizational structure. Such ongoing collaboration has tangibly enhanced the quality of this application. The founding team has also been working in extraordinarily close collaboration with BPS to shape this application and the plans for the proposed school. For example, the school’s Lead Founder has exchanged emails with key personnel (e.g., Chief Financial Officer, Director of Capital and Strategic Planning) on a regular basis since spring 2010. Further, members of the school’s founding team meet in person with key personnel at BPS no less than one time per week to collaborate and plan. We anticipate that such meetings will continue through fall 2011. Additionally, since late August, five of the proposed school’s founding team members – Scott Given, Terri Ferraguto Rita, Nicole Dorn, Jamie Morrison, and Jesse Robinson – have been working on a daily basis to draft specific sections of this application (those most aligned with their individual expertise); to further research the practices of high- performing urban schools and successful school turnaround efforts; and to shape the proposed school. These founding team members will continue working full-time on school planning through August 2011 to ensure UP Academy is successfully launched. Lastly, we anticipate that the school’s proposed Founding Board will meet during the months of November, December, January, and February to develop itself and prepare for effective governance of the school (see section III(C)(2)). Pre-Operational Period. During the pre-operational period, Unlocking Potential will be voluntarily providing in- kind services (at a value of approximately $800,000) in support of UP Academy’s proposed launch.64 For example, Unlocking Potential currently employs a full-time Director of Talent and has a staff recruitment budget of nearly $100,000 to recruit and hire the most outstanding teachers, leaders, and staff members to advance student achievement at UP Academy. We believe that never in Massachusetts history have so many financial and human resources been committed for supporting the launch of a single charter school. But we further believe that the endeavor on which we are embarking – the transformation of an underperforming district school into an extraordinary Horace Mann Charter School – is complex and will require relentless effort over the next nine months. The Founding Team. The founding team for UP Academy is made up of the following members: Lead Founder. Scott Given. Scott is currently the Chief Executive Officer (CEO) and a Board Member of Unlocking Potential, Inc. Scott will have no governance role and no employment role at UP Academy. Previously, Scott worked as a strategy consultant at the Parthenon Group before teaching high school history at Boston Collegiate Charter School. Scott became the Principal of Excel Academy Charter School, where he spearheaded the school’s comprehensive and successful improvement strategy. During Scott’s tenure, the East Boston charter school was improved from an underperforming school into the highest-performing public middle school in Massachusetts.65 Scott has worked as an independent consultant for charter schools in 9 states, as an

64 During this pre-operational period, UP Academy will not be required to pay for the support and services provided by Unlocking Potential, and there will be no contractual obligations on the part of UP Academy to use the services of Unlocking Potential; any suggestion of a contractual obligation would make clear that UP Academy could terminate the relationship at will at any time. 65 Claim is based on grade 6-8 math and ELA MCAS proficiency rates from Spring 2004 (pre-turnaround) through Spring 2008 (post-turnaround). Additional data is provided in section III(C)(6).

Entrepreneur in Residence at the Newark Charter School Fund, and as an Entrepreneur in Residence at the NewSchools Venture Fund. Scott is a summa cum laude graduate of Dartmouth College and he earned his MBA from Harvard Business School. Other Founding Team Members – Proposed Trustees. Karen Daniels. Karen Daniels is the Executive Director of Step UP, a partnership with BPS and the City of Boston that harnesses universities’ expertise, intellectual resources, and substantial experience in public education outreach to deliver targeted services to ten selected Boston schools. Among her many other experiences in urban education, Karen served as the Founding Headmaster of Excel High School (no affiliation with Excel Academy), a Boston Public High School, where she helped to revitalize South Boston High School. Robert McConnaughey. Robert is the Head of Equities for Colombia Management Investment Advisers, LLC. Robert has been an active member of the investment community since 1993, via his roles with Columbia Management Group, LLC, Citigroup Global Asset Management, Prudential’s Real Estate Securities Group, and Fidelity Management & Research. Robert currently serves as chair of the State of Massachusetts Finance Advisory Board and Advisory Council chair for the Trust for Public Land in Massachusetts. Scott McCue. Scott is the Founding Head of School at Boston Preparatory Charter Public School. Prior to starting BPCPS, Scott was a teacher and administrator at the Academy of the Pacific Rim Charter School and taught high school history in the New York City public schools. Ted Preston. Ted is the Chief Executive Officer of the Achievement Network, an education non-profit that provides schools that serve high-need students with effective data-driven strategies to identify and close gaps in student learning and embed these strategies into schools’ everyday routines. He is a founding Board Member and former Board Chair of the Edward W. Brooke Charter School, a high performing charter school in Boston. A graduate of Brown University, Ted also holds an MBA from Harvard Business School. Jesse Solomon. Jesse is the Director of the Boston Teacher Residency. He taught middle and high school math for ten years at the King Open School in Cambridge, Brighton High School, and City on a Hill Public Charter School, where he was a founding teacher, lead teacher for curriculum/instruction, and a member of the Board of Directors. While at City on a Hill, he founded the Teachers Institute, a school-based teacher preparation program. He has been an instructor at the Harvard Graduate School of Education and is a National Board-Certified Teacher. Barbara Sullivan. Barbara is the Portfolio Manager for Education at Strategic Grant Partners (SGP), a coalition of fourteen Massachusetts-based family foundations. Prior to joining SGP, Barbara was a Senior Principal and part of the leadership team in the Parthenon Group's Education Center of Excellence in Boston, MA. Before joining Parthenon, Barbara was a Broad Resident in the BPS system. Yutaka Tamura. Yutaka is the Chief Operation Officer of UKA Teacher U, a teacher training joint venture between KIPP, Uncommon Schools, and Achievement First, three of the nation’s top-performing charter school management organizations. Yutaka was the Lead Founder of Excel Academy Charter School (Boston, MA) and served as its Executive Director from 2003-08. Yutaka completed a year-long residency in the Building Excellent Schools fellowship program prior to opening the school. Yutaka is currently a Board Member of Unlocking Potential; he will immediately resign this position if UP Academy is granted its charter. Other Founding Team Members – Proposed School-Level Employees. The following individuals were recruited to become part of the founding team after an intensive, national search yielding hundreds of resumes. UP Academy’s Lead Founder and several of the school’s proposed Board members vetted many candidates through a rigorous selection process; the following four individuals were determined to be outstanding candidates with the skills and experience necessary to drive excellence at UP Academy. Jamie Morrison. Jamie is an Academic Achievement Manager - ELA for Unlocking Potential, Inc. Pending charter approval, Jamie will resign from Unlocking Potential and become a DCI at UP Academy. Jamie most recently served as a high-performing teacher and instructional coach at New Orleans College Preparatory Charter School in Louisiana. Jesse Robinson. Jesse is as an Academic Achievement Manager - Math and Student Support for Unlocking Potential, Inc. Pending charter approval, Jesse will resign from Unlocking Potential become a DCI at UP Academy. Jesse most

36 recently served as the Director of Curriculum, Assessment, and Placement at Orchard Gardens K-8 Pilot School in Boston. Previously, Jesse was the Dean of Support Services at Boston Preparatory Charter Public School. Other Founding Team Members. Stacey Childress. Stacey is the Deputy Director of Education at the Bill & Melinda Gates Foundation. Previously, Stacey was a Senior Lecturer in the General Management unit at Harvard Business School, and a co-founder of the Public Education Leadership Project at Harvard University. Stacey serves on numerous education-focused boards, including that of the Education Equality Project. Stacey is a Board Member of Unlocking Potential. Nicole Dorn. Nicole is the Director of Operations for Unlocking Potential, Inc. Nicole most recently worked as a consultant with the Boston Consulting Group, where her work primarily focused on improving productivity in the financial services sector and developing education reform strategies for non-profit and public sector clients. She is an alumnus of Teach For America and taught for three years in the Baltimore City Public Schools. Nicole received her BA from Harvard University, her MA in Teaching from Johns Hopkins University, and her MBA from the Kellogg School of Management at Northwestern University. Terri Ferraguto Rita. Terri is the Director of Talent for Unlocking Potential, Inc. Terri most recently worked as National Director of Recruitment at Uncommon Schools, where she designed, implemented, and managed the selection process used to recruit, select, and hire more than 500 individuals. During Terri’s tenure, the number of applicants to Uncommon increased by more than 400%. Terri earned her BA from Connecticut College and her Ed. M. from Harvard Graduate School of Education. Jordan Meranus. Jordan is a Partner at NewSchools Venture Fund, a venture philanthropy firm working to transform public education by supporting education entrepreneurs and connecting their work to systems change. Jordan also currently serves on the Boards of Excel Academy Charter School, the Academy for Urban School Leadership, Acelero Learning, The Achievement Network, BetterLesson, Chicago International Charter School, and Mastery Charter Schools. Jordan is a Board Member of Unlocking Potential. (1) Governance Structure Organizational Chart. The school’s 2011-12 organizational chart is depicted below. Boston Public Schools Unlocking Potential

Board of Trustees

Principal

Dean of Students DCI – Math and Science DCI – ELA and Social Studies DCI – Student Supports Dean of Operations

HS Placement Manager (1) Grade 6 Math Teacher (3) Grade 6 ELA Teacher (3) Nurse (1) Office Manager (2) Grade 7 Math Teacher (3) Grade 7 ELA Teacher (3) Counselor (1) Food Service (2) Grade 8 Math Teacher (3) Grade 8 ELA Teacher (3) Special Education Teacher - Custodian (1) Grade 7/8 Science Teacher (3) Grade 7/8 Soc. Teacher (3) Inclusion (4) Grade 6 Science Teacher (1) Grade 6 Soc. Teacher (1) Special Education Teacher - Grade 6-8 Music Teacher (1) Grade 6 Sci./Soc. Teacher (1) Sub-Separate (7)

Grade 6-8 Art Teacher (1) Grade 6 ESL Teacher (1) Special Education Aide -

Grade6-8 Fitness Teacher (1) Grade 7 ESL Teacher (1) Sub-Separate (7) Grade 6 Associate Teacher (1) Grade 8 ESL Teacher (1) Grade 7 Associate Teacher (1) Grade 8 Associate Teacher (1)

Organizational Narrative. UP Academy will be governed by a Board. The founding team anticipates that the Board will procure a school management organization to provide education and management services to the school. The roles and responsibilities of the Board and Unlocking Potential are detailed elsewhere in this application and its attachments. The way in which the Principal is selected, managed, and evaluated (by the Board and Unlocking Potential) is also addressed in other sections of this application and its attachments. The relationship between the Board/Principal and the district is described in our Type A MOU with BPS. Thus, the organizational narrative below narrowly focuses on the reporting relationships among school-level personnel. In its initial year, UP Academy intends to serve 486 students in grades 6-8. The staff size will be 68 adults. (See section III(D)(4) for proposed staffing adjustments over the term of the first five-year charter.)

The Principal will hire, manage, and evaluate the school’s three DCIs, the school’s Dean of Students, and the school’s Dean of Operations. The responsibilities of these five Deans are detailed in Section D and in the attachments. The DCI - Math and Science will manage 16 teachers and 3 associate teachers. The DCI - ELA and Social Studies will manage 17 teachers. The DCI - Student Supports will manage the nurse, counselor, 11 teachers, and 7 instructional aides. The Dean of Students will manage the high school placement manager. The Dean of Operations will manage two office managers, two food service staff members, and the custodian. (2) Roles and Responsibilities Roles and Responsibilities of Board. UP Academy’s Board will operate in accordance with the Massachusetts Charter School Administrative and Governance Guide. As public agents authorized by the state, the UP Academy Board is responsible for governing the school and holding the charter for the school, as it is granted by the DESE. A strong Board defines the mission of the school, develops school policies and changes them when appropriate, hires qualified personnel to manage the school’s day-to-day operations and holds them accountable for meeting established goals, and formulates a long-range plan and charter school Accountability Plan that will ensure the school’s continued stability. In addition to its many other responsibilities, the UP Academy Board will ensure that the school is complying with all of the state and federal laws that apply to the school and that the Board itself is operating in accordance with the rules set out by all applicable Massachusetts laws and regulations. Finally, the Board is responsible for operating the school in accordance with its charter and with any approved amendments to its charter.66 UP Academy’s individual Board members will be held to the duties of care and loyalty defined in the Administrative Guide. These duties include, but are not limited to, the following actions: always acting in the best interest of the school, regularly reviewing key school documents including the charter and budget, voting only after thoughtful consideration of all relevant options, and not voting on any school matter in which they have a personal interest.67 The Board is Reflective of the School’s Mission. All of UP Academy’s Board members were initially drawn to the school by the promise of the school’s mission. The Board is comprised of professionals with a broad variety of experiences in mission-aligned Boston organizations. For example, Karen Daniels is the Executive Director of Step UP, a partnership with BPS and the City of Boston that harnesses universities’ expertise, intellectual resources, and substantial experience in public education outreach to deliver targeted services to ten selected Boston schools. Ms. Daniels’s presence on the Board reiterates UP Academy’s relentless focus on instilling the college dream in previously underserved students and providing students with the skills needed to achieve that dream. The Board will also include key community stakeholders from the neighborhoods where UP Academy anticipates drawing many of its students (e.g., South Boston, Dorchester). These members’ special knowledge of UP Academy’s student population will allow them to provide critical information to the Board and be strong advocates for UP Academy’s families. Principal Selection and Evaluation Process. UP Academy intends to procure Unlocking Potential to provide management services for the school. The accountability of Unlocking Potential to UP Academy is an essential foundation of the Parties' relationship, and the performance of the Principal is critical to UP Academy's success. Therefore, the Unlocking Potential CEO and his/her delegate shall have the authority and responsibility, to the maximum extent consistent with State law and any applicable MOU with BPS, to recruit and supervise the Principal(s) and to hold him/her accountable for the success of UP Academy. Selection. Unlocking Potential’s Director of Talent and CEO, in cooperation with UP Academy’s proposed Board, will develop a set of key school leadership characteristics that will be used to identify possible Principal candidates. Examples of possible Principal identification criteria are listed below:  Interprets school-wide data trends to identify, adapt and improve curriculum and management practices across subject areas and grades  Delivers evaluation feedback effectively so that staff members always adopt suggested improvements  Maintains a respectful tone and does not compromise school expectations in all dealings with parents Unlocking Potential’s Director of Talent will hold informal screening interviews with applicants. Qualified applicants will receive a formal interview with Unlocking Potential’s CEO. After the initial screening process, qualified candidates

66 Adapted from page 2 of the DESE Charter School Administrative and Governance Guide 67 Adapted from pages 3-4 of the DESE School Administrative and Governance Guide

38 will complete performance tasks based on the Principal selection criteria. For example, a Principal candidate might be shown school performance data along with a video footage of a teacher in action. The candidate’s task would be to identify instructional and management habits which most directly contributed to the school’s achievement score and to formulate an action plan for the teacher. Unlocking Potential’s Director of Talent and CEO would score this task according to a rubric and debrief the candidate about the strengths and weaknesses of his/her performance. UP Academy’s Board would not be involved in this debrief and evaluation. Unlocking Potential’s CEO will nominate a final candidate after considering each candidate’s overall performance. UP Academy’s Board will conduct a formal interview with the candidate, discuss his/her qualifications and vote on whether to approve Unlocking Potential’s CEO’s recommendation. A simple majority of the Board’s voting members must support the candidate in order for an offer to be extended to the final candidate.68 If the Board rejects the recommendation, Unlocking Potential’s Director of Talent and CEO will restart the evaluation process with other qualified candidates. Evaluation. The Board will be responsible for the formal evaluation of the Principal. However, the Unlocking Potential CEO and his/her delegate shall have the authority and responsibility, to the maximum extent consistent with State law and any applicable MOU with BPS, to supervise the Principal and to hold him/her accountable for the success of UP Academy. The Unlocking Potential CEO, or his/her delegate, will provide ongoing management of and coaching for the Principal. Informal observations, which are ongoing, may include evaluation of weekly staff meetings or individual parent conferences. Coaching meetings, held approximately once per week, include opportunities to debrief observed performances and to identify improvement strategies. The Principal will receive a formal Annual Evaluation. Unlocking Potential’s CEO, or his/her delegate, will be the primary author of the evaluation. The Principal will be scored based on progress towards and achievement of quantitative metrics approved by the Board. Examples of performance goals may include: Evaluation Categories General Performance Goals Instructional Leadership  School-wide and per-student progress towards benchmark skill mastery on interim assessments  School-wide and per-student progress towards MCAS performance scores (beginning in year two)  Implementation of standard process by which general curriculum is systematically assessed and adjusted to cause progress towards school performance goals  School-wide compliance with IEP accommodations and modifications  Implementation of standard process by which IEPs are systematically assessed and adjusted to cause progress towards school performance goals  Implementation of standard process by which the quality of instruction is assessed and adjusted to cause progress towards school performance goals  Implementation of standard process by which key staff developmental needs are identified and addressed with professional development Cultural Leadership  Student retention rate  School-wide and per-class attendance rate  Staff retention rate  Percentage of students sent-out and suspended  Homework completion rate  Aggregate scores in teacher evaluation of school leadership and support Operational Leadership  Daily percentage of bus riders arriving on time  Percentage of time school-issued technology (e.g., laptops, projectors) is operational  Operational status of building features (e.g., air conditioning, lighting) and neatness

The Unlocking Potential CEO, or his/her delegate, will seek the input of the Board prior to finalizing the Principal’s Annual Evaluation. After incorporating the input of the Board, the Unlocking Potential CEO, or his/her delegate, will deliver the evaluation to the Principal. The final Annual Evaluation will be shared with the Board. The Principal shall serve pursuant to a contract, which may be renewed by the Board, subject to approval by Unlocking Potential. If either the Board or Unlocking Potential wishes not to renew the Principal’s contract, the Board

68 This selection would then be vetted with the BPS Superintendent for final approval.

39 shall submit such recommendation to the Superintendent of BPS, as outlined in any applicable MOU with BPS. Either Unlocking Potential or the Board may recommend terminating the Principal’s contract at any time, with such termination requiring the approval of the Superintendent of BPS, as outlined in the MOU with BPS. Distinguishing the Role of the Board. The key distinction between the Board and the school’s administration (e.g., Principal) is that the Board governs and the administration manages. “Governing” a charter school involves setting policies and making major decisions that set the overall direction of the organization and move it towards fulfillment of its mission. “Managing” the charter school involves the effective allocation and deployment of resources for the organization on a day-to-day basis to implement policies and major decisions. Another useful way to think about the distinction between the Board and the administration is that the Board is concerned with the “ends” of the school (e.g., the achievement it creates) and the administration with the “means” (e.g., curriculum design) to achieve those ends. The district’s role in the school’s success includes enforcing district-wide policies that support the school and its students.69 This role also includes facilitating the sharing of best practices to and from UP Academy. Please see the attachments for a chart that clarifies the distinction between these groups and individuals.70 Board Characteristics. The UP Academy Board will be founded with seven voting members. There will be no seats reserved for UP Academy’s Principal, other staff, or student representatives. Board Chairperson. The Chair is the senior volunteer leader of UP Academy who presides at all meetings of the Board and other meetings as required. The Chair is an ex-officio member of all committees of the organization. The Board Chair oversees implementation of Board policies and ensures that appropriate organizational systems and procedures are established and maintained. Through frequent communication, the Chair maintains a close working relationship with the Principal. The Chair is the primary liaison between the Principal and the Board. The Chair will possess strong group facilitation/group process skills and will be prepared to serve as a coach and mentor to the Principal. Duties of the Chair include: (1) jointly developing with the Principal agendas for Board meetings; (2) facilitating all Board meetings; (3) appointing Chairpersons of all Board committees; (4) coordinating the Principal’s annual performance evaluation; and (5) working with the Board and school management to establish and maintain systems for: (a) planning the organization’s human and financial resources and setting priorities for future development; (b) reviewing operational effectiveness and setting priorities for future development; (c) controlling fiscal affairs (d) acquiring, maintaining, and disposing of property; (e) maintaining a public relations program to ensure community involvement; ensuring the ethical standard of the Board; and ensuring that UP Academy remains true to the terms of the charter. In the case that the Chair’s term ends and the Board seeks to promote a new Chair from within its ranks, all Board candidates will follow the procedures outlined in the draft bylaws. The nominating process will be a multi-step process designed to ensure both a mission fit and the necessary skills and qualities described in the Chair’s roles and responsibilities. The new Chair will be identified at least three months before the current Chair departs the role so that the new candidate can be trained on key responsibilities of the role. (3) Policy Development UP Academy’s complete draft bylaws are included in section V(D). Policy Development. The true value of school policies is that they provide a framework in which other decisions are made. This framework assures consistency of actions in the difficult and stressful situations a school often faces.71 UP Academy’s Board will institute a comprehensive policy development process adapted from the National Center of Non-Profit Board’s best practices. This process is outlined below.72 1. Identify a need for new policy. The recognition that there is a need for a new role of institutional policy can come from a number of sources including the Board itself, the administration and the community. Some conditions that may trigger the development of a new policy include: (1) changes in operating practice that have accumulated over time so that the current policies do not reflect reality; (2) external changes and trends that have an impact on the charter school and the families being served; and (3) federal or state laws that have

69 Adapted from Introduction to Creating an Effective Board Guidebook, Chapter 1 70 See section V(E)(2) – Distinction Between Role of Board, UP Academy Administration, and BPS 71 Adapted from Introduction to Creating an Effective Board Guidebook, Chapter 4 72 Adapted from: Andringa, Robert C. and Engstrom, Ted W., Nonprofit Board Answer Book, National Center for Nonprofit Boards, 1997.

2. Assign a team to draft new policy. After it has been determined that a new policy is needed, it is often in the best interest of the school for the Principal to draft the new policy since s/he has more intimate knowledge of the school’s day-to-day operations. It may also be appropriate for a subset of Board members with useful professional experience, or a relevant committee to take on the task of drafting the policy. In either case the Board will clearly name the person(s) responsible for drafting the policy and give them guidance about how to approach the policy. 3. Write a first policy draft. The team then develops a written policy statement that responds to the issue or question at hand. In some cases, the team can use policies that have been drafted by other charter schools. If the policy is created rather than reused, the writers will create a policy that speaks directly to the large issue to be addressed. The policy will be specific enough to consistently guide those who use it to compliance, but it should not be so specific that it “manages” administrators or staff decisions about how to comply. 4. Ask legal counsel to review the draft policy. Legal review of every policy created by the Board is not necessary. However, when a new policy is significant enough in its reach that it might touch state or federal education law, the school’s counsel will be brought in to consult early on. Although counsel will not write school policy, it will serve as a valuable resource during the drafting process. 5. Present draft policy to the Board for approval. Once the drafting team has the policy draft ready for Board approval, the drafting team will have a first reading at a Board meeting to gather informal feedback. The writing team will incorporate any suggestions into the draft policy and present it at the next Board meeting for adoption. 6. Continue to review and revise Board policies. Periodically, the Board will review its policies to make sure they are still relevant and in compliance with applicable laws and regulations. Decision Making. Our decision-making process to date has mirrored the process we anticipate the Board will follow. Our specific decision related to the school’s leadership structure illustrates this process.73 1. Access and use relevant information. The founding team’s first step was to study the organizational structure of other high-performing schools and to outline the organizational structures of schools where the members of the founding team have worked. 2. Discuss issues deliberately. The founding team then began to consider how the structures could play out in its school. Specifically, we considered how a top-heavy model with many administrators would affect management and instruction quality in the first year turnaround of a large school. The team also discussed the benefits and drawbacks of defining the Principal as primarily an instructional leader. 3. Consider alternative viewpoints and actions, and request more information. Before converging on a draft structure, the founding team stopped to discuss whether it should consider assigning senior teachers part-time administrative duties and implement a more “bottom-up” approach to management. Considering this alternative helped to highlight the strengths and weaknesses of the original approach. Members of the team then consulted with outside sources to test the direction the organizational design was headed. 4. Work toward consensus. Once the founding team was certain the general design of the draft structure was appropriate, it worked towards building consensus about the titles, roles and responsibilities before preparing the document for the Board’s consideration. The founding team’s decision making process is less formal than the Board’s process will be. After building consensus and editing the document collaboratively, the decisions about the draft organizational structure had, in effect, been made. The last step of the Board’s decision making process is more formal and is outlined below.

73 Outline adapted from Smoley, Eugene. Effective School Boards. Jossey-Bass, 1999.

5. Public vote. After deliberate, convergent discussion, the Board will vote on the issue and a simple majority will be required to approve the decision. The decision is documented and school administrators begin to design the implementation plan Soliciting Feedback from Key Stakeholders. UP Academy’s Board will comply with MA state law’s requirements of public notice and openness for all Board meetings. When a school policy has a material effect on school function or the school’s relationship with the broader community, the Board will proactively provide meeting agendas to staff, parents, and the broader community. UP Academy staff will provide the Board with the opportunity for input about school-operation issues on no less than a monthly basis. If a major policy materially affects school operations or its relationships with stakeholders, the Board will inform relevant parties of the policy during the development stage. The Board will solicit input from affected stakeholders when evaluating the implementation of a major policy. External Legal Counsel and Auditor. UP Academy has secured the services of three law firms to help navigate various legal matters: Stoneman, Chandler, & Miller LLP; Day Pitney LLP; and Krokidas & Bluestein LLP. The school has not yet obtained the services of an independent auditor. The Principal will consult with the school’s accountant to develop a short list of highly-qualified candidates and a set of appropriate hiring criteria. The Principal will conduct interviews with qualified candidates and make a selection which will be approved by the Board. (4) Board Development Board Member Orientation. The founding team of UP Academy understands the unique challenges of creating a strong governing Board from scratch. To this end, the full founding Board will commit to an extensive initial training program to be completed by the end of March 2011. The general purpose of this training is to prepare the Board to work effectively at its meetings, but the program will also provide opportunities for the Board to plan its work and codify its roles, responsibilities and procedures. The resource materials and outputs from this program will be provided to new Board members who join the Board after its initial training and a Board committee will be responsible for completing a modified form of the training for the new member. Our formal training program, which will commence after submitting this charter application, is outlined below.74 November and December 2010: Understanding the Role of the Board (e.g., founding Board retreat to dissect the charter application in great detail; founding Board members orientation to effective governance) January 2011: Best Practices (e.g., training on the Board’s role in upholding promises outlined in the charter application; training on running an effective Board meeting) February 2011: Setting Up for Action and Policy Development (e.g., individual coaching and troubleshooting around Board structure, roles and responsibilities, and governance and management; development of mid-term action plan which assigns tasks to be completed the Board and its committees before the first day of the 2011 academic year) By March 1, the Board will be prepared to execute on its action plan and take on new issues during its meetings. In addition to this initial training for the founding Board and new members, UP Academy may contract with an outside vendor (e.g., The High Bar) to provide ongoing coaching in developmental areas like strategic planning, committee leadership, and policy development or create internal mentoring relationships to help with these areas. Board Evaluation and Development. UP Academy’s Board will partake in a formal self-evaluation process. The purpose of this evaluation is to help maintain the Board’s high level of performance and to invest each member in his/her professional growth. The evaluation process may include the following features.75 1. Agreement about individual Board member performance criteria. During the initial Board training, members will agree on general performance standards for all Board members (e.g., meeting preparation and attendance, representation of the charter school in the community) as well as additional standards for the chairperson. 2. Development of personal goals by Board members. Each Board member will develop a set of personal goals s/he hopes to accomplish during the year. These goals are in addition to the baseline performance standards described above.

74 Adapted from New Schools for New Orleans Board of Trustees Training 75 Adapted from the Creating an Effective Board Guidebook, chapter 9

3. Annual Evaluation Process. About midway through the academic year, the Board members will use an evaluation tool to determine the quality of their performance in the general performance categories and progress towards their personal goals. The evaluation process will include: (1) rubric-based tools to score their performance in each general performance category; (2) an output document that highlights strengths and weaknesses with specific examples improvement plans; and (3) a conference with coach or mentor to review and adjust evaluation outputs and reflect developmental priorities. 4. Post-Evaluation Check-In. Approximately six weeks after the annual evaluation, Board members will meet with a coach or mentor to discuss progress made on the improvement plans described in the evaluation output. Members will adjust and prioritize actions based on progress. Recruitment and Development of Board Members. Because the Board must always be a capable and high functioning entity for the school to meet its goals, it is a major responsibility of the Board to ensure the school has structures in place to attract talented governance candidates to UP Academy. The Principal and existing Board members will use personal, professional, and community connections to identify and new Board members. Of particular importance will be expertise in business, law, education, real estate, finances, and fundraising and a willingness to use this expertise for the benefit of the school. These individuals must have roots in and a demonstrated commitment to Boston, and a philosophical alignment with UP Academy’s mission. Annually, the Governance Committee may complete a skills analysis of the Board both for the immediate needs and for the subsequent 2-3 years. This inventory will include succession planning for Directors and the Officers of the Board. If chartered, the school may add new members for a total of 15, according to the bylaws, before the school opens to students. Areas of ongoing need include professional fundraising, finance and real estate expertise. All Board candidates will follow the procedures outlined in the Board-approved nominating policy. The nominating process will be a multi-step process designed to ensure both a mission fit and the necessary skills and qualities needed. New Board members must be approved by a 2/3 vote of the existing Board. The Board’s evaluation process will be a major driver of members’ personal development. The personal goals set by members will dictate the focus areas of coaching and mentoring. UP Academy will likely allocate resources to an external consulting group (e.g., The High Bar) whose primary focus is to develop charter school boards. (5) Memoranda of Understanding (MOU) Our respective MOUs (Type A and Type B) are included in the attachments.76 As required by the charter application, here some examples of key agreements in our Type A MOU with the Boston School Committee: 1. BPS agrees to provide a Lump Sum Budget to UP on an annual basis that will be calculated in the same way that BPS calculates funding for Pilot Schools. BPS agrees to transfer funds on a quarterly basis (January, April, July and October) from the UP Operating Account to the UP Bank Account. 2. BPS and UP acknowledge that they share responsibility for securing an adequate facility—the BPS will provide and maintain the facility, and UP will be responsible for meeting compliance. 3. UP staff will continue to be members of the local collective bargaining unit. However, UP may involuntarily excess, non-renew, dismiss, or terminate any staff member without being bound by any agreement between the BPS and any collective bargaining unit. 4. UP will be operated and managed by the Board independent of the Boston School Committee. 5. Only the Superintendent may dismiss the Building Administrator(s); however, any dismissal will be based on a recommendation by the Board. 6. BPS will provide transportation to UP, and will accommodate UP’s particular school day and year. 7. UP may adopt the BPS Code of Conduct and/or may adopt its own policies pertaining to the conduct of students. 8. The School Committee shall develop a plan to disseminate innovative practices of UP to other public schools within the district.

76 See section V(I) – Memoranda of Understanding

(6) School Management Contract UP Academy will seek to enter into a contract with a non-profit school management organization (SMO) that will provide the school with management educational services (detailed in the draft management contract in the attachments of this application). Given that UP Academy is proposed as a Horace Mann charter school, our founding team understands that the school’s board will need to comply with the requirements of 30B in procuring the services of an SMO. Our founding team has invested heavily in legal guidance to ensure that these services can and will be properly procured in accordance with state law. Most importantly, our founding team hereby expresses a strong willingness to work with DESE in navigating the complexities of the procurement process if the proposed Horace Mann charter school is granted a charter. Unlocking Potential. At the current time, the proposed Board of UP Academy is considering contracting with Unlocking Potential. Unlocking Potential is a nonprofit school management organization which seeks to rapidly transform chronically underperforming urban public schools into extraordinary, high-performing, sustainable schools. The organization was founded in early 2010. While Unlocking Potential, as an entity, does not have a student achievement track record, the organization’s Founder and CEO, Scott Given, recently spearheaded one of the most successful school improvement efforts in the country. From 2005 through 2008, Scott served as the Principal of Excel Academy Charter School, an East Boston charter middle school serving a predominantly low-income, Latino student population. During the 2004-05 academic year, the school was underperforming. Over the next three years, Scott, in full collaboration with a tremendous staff and numerous other stakeholders, helped to convert Excel Academy into an extraordinary school. In 2007, Excel Academy was named a National Charter School of the Year. In spring 2008, the school became the highest performing public middle school in Massachusetts, an unprecedented feat for any urban public school in state history.77 Under new leadership, the school remains extremely high-performing today. Results from Excel Academy’s students’ improvements are shown below: Grade 6 Math Grade 7 ELA Overall Year Proficiency Rank in MA Proficiency Rank in MA Proficiency Rank in MA 2004-05 (pre-turnaround) 25% #471 64% #277 44% #374 2007-08 (post-turnaround) 87% #12 100% #1 91% #1

Unlocking Potential seeks to bring effective school turnaround to scale in Massachusetts. Like the founding team of UP Academy, Unlocking Potential, as an organization, believes that any student can rapidly approach grade-level proficiency when exposed to an academic environment defined by:  Relentlessly high, consistent academic and behavioral expectations;  Seamless and detailed operating procedures;  Rigorous, standards-based curriculum, instruction, and assessments;  A wide-reaching network of supports designed such that no child is left behind;  An obsession with regularly and effectively using data; and  An atmosphere of enthusiasm and joy. The services that it provides to turnaround schools are designed to support school-level personnel in building a school environment in which these attributes are unmistakable. Unlocking Potential has received significant interest and support from national and local philanthropic organizations. To date, the organization has received pledged contributions of nearly $1.0 million. Many of these funds will be used during the 2010-11 academic year to support the pre-operational development of UP Academy Charter School of Boston, which the organization is providing voluntarily.

77 Ranking is based on percentages of grade 6-8 students scoring proficient or advanced on the math and ELA MCAS exam.

Unlocking Potential is governed by a Board of Directors consisting of Scott Given, Stacey Childress (Deputy Director of Education, Gates Foundation), Jordan Meranus (Partner, NewSchools Venture Fund), and Yutaka Tamura (Chief Operating Officer, UKA Teacher U). Unlocking Potential currently has six employees: a CEO, a Director of Talent, a Director of Operations, two Academic Achievement Managers, and a Special Projects Coordinator. The organization will hire a Family and Community Outreach Manager by the end of this calendar year. Process and Rationale for Considering Unlocking Potential. Every proposed UP Academy board member has interviewed Scott Given to understand his track record as an educational leader, his vision for Unlocking Potential as a school management organization, the methods by which Unlocking Potential is proposing to support student achievement at UP Academy, the financial and human resource capacity of the organization, and the proposed relationship between Unlocking Potential and the school’s board. The board of UP Academy is considering Unlocking Potential as its proposed SMO primarily on the basis of (1) significant philosophical and mission alignment between the founding board and Unlocking Potential; (2) a belief that Unlocking Potential’s educational model is appropriate for the school’s target student population; (3) a confidence in the capacity of Unlocking Potential to effectively manage the school towards sustainable excellence; (4) a belief that the proposed contractual relationship effectively balances the autonomy and authority of the Board with authorities that will be given to the SMO; and (5) the tremendous work that Unlocking Potential has done, to date, on behalf of UP Academy during the pre-operational period. The founding board believes that Unlocking Potential could enable UP Academy to fully deliver on its mission, successfully transforming an underperforming district middle school into one of the highest performing middle schools in the state, and successfully placing previously underserved students on the path to college. Management Contract. A draft of the management contract is included in the attachments. While the contract details the respective roles and responsibilities of the school’s board of trustees and Unlocking Potential, the application requires us to summarize the following provisions in this section: Financial Management: The Board of Trustees has the ultimate responsibility for establishing the school’s budget. Unlocking Potential will be involved in the both development of the budget and general financial oversight of the school. Financial updates will be reported to the Board on a quarterly basis. Please refer to Section III(F)(1) for additional information. Oversight of the School: Under the draft contract, the Board will authorize Unlocking Potential to undertake specified managerial functions at UP Academy. The authority granted will be exercised in a manner consistent with the school’s charter and bylaws; Unlocking Potential will remain accountable and subject to the oversight of the Board, the Authorizer and State authorities, as provided for in the management contract and by law. Of particular note, the Board will not abdicate its legal or fiduciary responsibilities as the entity holding the charter, and the Board has the ultimate responsibility for determining the school’s curriculum. Internal Controls. The Board will develop internal controls, including a plan to monitor the performance of Unlocking Potential and to hold the entity accountable. Specifically, the Board will formally review the overall performance of Unlocking Potential no less than once per year. The Board will assess the extent to which UP Academy is making reasonable progress toward achievement of the goals and objectives outlined in the Accountability Plan. The Board retains the right to terminate the management contract if UP Academy is not making such reasonable progress. The Board will further develop additional controls to monitor the activities of Unlocking Potential. Specifically, the Board will develop controls to monitor: Unlocking Potential’s financial position; Unlocking Potential’s use of funds to which UP Academy is entitled; the status of Unlocking Potential’s licenses required for the organization to perform its functions for the school; and the manner in which Unlocking Potential conducts its operations, ensuring they do not materially breach any material terms and conditions of the management contract and do not violate material provisions of the law.

C. MANAGEMENT (1) Management Structure In order to propose a sustainable, scalable, and affordable structure for the administrative team within UP Academy, the founding team researched and discussed administrative team structures at a variety of high performing schools. We have designed our school’s leadership team to ensure there will be clear delineation among specific roles and responsibilities for functional areas that span multiple administrative personnel. The Principal is the individual charged with ensuring world-class student achievement; the effective recruitment, development, and retention of personnel; strong financial management; and efficient operations. As articulated in section IIIC(2), the Board is responsible for selecting the Principal and holding him/her accountable to meeting specified goals. The Principal will be supported by Unlocking Potential to ensure that goals are met. The school leadership team will meet once a week throughout the academic year to review progress towards school-wide goals, to discuss challenges, and to ensure that students and families are being well-served. (2) Roles and Responsibilities In the attachments, we have included a document specifying the key roles and responsibilities of the school’s leadership team and Unlocking Potential.78 Here are some specific role distinctions in the areas of student achievement, personnel, financial management, and operations: Student Achievement. While every adult in the building shares responsibility for strong student performance, the Principal and DCIs will directly spearhead school-wide efforts to drive student achievement across the entire school.  DCIs: Will ensure the development of high quality curricula; observe and provide feedback on teachers’ instruction; review and provide feedback on teachers’ weekly lesson plans; help teachers develop and implement high quality assessments; support teachers’ collection, analysis, and use of assessment data; and monitor the quality, quantity, and appropriateness of homework.  Dean of Operations: Will build strong data analysis systems, which will support UP Academy’s efforts to analyze data and implement that analysis into strategic and effective plans to address student need.  Dean of Students: Will develop and implement necessary policies and procedures that ensure a strong school culture is developed, implemented, and maintained.  Principal: Will ensure that school’s mission and philosophy are reflected in the school’s instructional approach and curriculum.  Unlocking Potential: Will provide regular support and guidance to the Principal to help ensure his/her successful leadership on all issues related to student achievement. Personnel. Members of UP Academy’s Leadership Team will work to collectively support and manage personnel issues within the school.  DCIs: Will design and implement the school-wide professional development program; research and identify meaningful professional development opportunities for individual teachers; observe and provide feedback to teaching staff on a consistent basis.  Dean of Operations: Will establish personnel policies; onboarding systems; and evaluation protocol and will develop a strategic system through which UP Academy will recruit, interview, select, matriculate, and retain high-quality staff members.  Principal: Will evaluate all members of the Leadership Team, except for herself or himself, and will review all evaluations written for staff members of UP Academy.  Unlocking Potential: Will provide regular support and guidance to the Principal and Dean of Operations regarding issues related to personnel. Financial Management. Among the school’s leadership team, UP Academy’s Principal and Dean of Operations will have primary responsibilities related to financial management of the school.

78 See section V(E)(3) – Roles and Responsibilities of UP Academy’s Leadership Team

 Dean of Operations: Will oversee fiscal planning and the development of the budget; oversee spending; handle bookkeeping; manage grant reconciliation; complete financial analysis; and develop financial reports.  Principal: Will manage the Dean of Operations on all issues related to financial management and spending.  Unlocking Potential: Will participate in the yearly budget development process with the Principal and Dean of Operations. Will also provide support on many issues related to financial management and spending. Operations. Among the school’s leadership team, the Dean of Operations will have the primary responsibilities related to operational management of the school.  Dean of Operations: Will serve as the key liaison between UP Academy and BPS on all operational issues (e.g., food service, transportation, facility renovations); manage all academic program supports (e.g., uniform ordering, MCAS coordination); oversee ordering; ensure seamless daily operations (e.g., coordinate coverage for absent teachers); and oversee the school’s data management systems.  Unlocking Potential: Will provide regular support and guidance to the Dean of Operations to ensure the successful management of operational matters. (3) Educational Leadership Development of Educational Content and Pedagogical Approach. Pre-Operational Year. In the 2010-11 academic year, Unlocking Potential’s Academic Achievement Managers (AAMs), with oversight from the CEO, will determine the academic goals, content, and approach for the first year of UP Academy. This vision of quality instruction, informed by our mission, state standards, and state regulations, will be manifested in end-of-year products such as curricular maps, curricular resources, standards-based assessments, and documented instructional approaches. We will articulate a school-wide instructional approach and build a handbook of best practices that support teachers in providing high-quality, results-driven instruction. In order to develop the school’s curriculum for each core subject, the AAMs will begin with the state standards as well as our school’s mission to design an academic program that provides rigorous educational content to all UP Academy students. Throughout the 2010-11 year, the AAMs will create detailed scopes and sequences for each academic course in each grade, complete with daily objectives and benchmark academic goals. Upon arrival, teachers will have a clear road map of what their students need to know by the end of the year. In order to develop a clear approach to instruction, the AAMs will draw upon their own experiences in high- performing classrooms and schools and draw from best practices from other high performing classrooms and schools. They will document over-arching philosophies of core academic course approaches and provide a toolkit of instructional strategies within each discipline. In addition to developing a clear vision for instruction and a well-documented toolkit of strong instructional strategies, the AAMs will develop a robust professional development program for the summer session and throughout the year to communicate curricular goals, content, structure, development and revision. Curriculum Iteration and On-Going Development. Once the school is up and running, the following operational systems will be used to design and update the curriculum: Structure Time Process Impact Curriculum Summer Professional Teachers internalize key skills and concepts of Massachusetts School will realize improved quality Development Development State Standards and create or refine scope and sequence, unit of curricular plan and materials. and Revision (20 Days) plans, daily objectives, classroom materials, and assessments. Curriculum 5 Professional Teachers analyze interim assessment data and revise School will realize improved quality Development Development Days curriculum based on small group/ whole-class gaps in skills or of curricular plan and materials. and Revision knowledge. One-on-one Every two weeks DCIs have one-on-one coaching sessions with teachers to High quality support, oversight and coaching discuss curriculum planning strengths and weaknesses. accountability for teacher planning result in improved instruction. Programmatic Annually Administration reviews MCAS and relevant assessments to Overall academic program is Revision and review the effectiveness of the academic program. improved. Development Professional development goals are focused on improving overall weaknesses.

Supervision of Educational Content and Pedagogical Approach: Our organizational structure is focused on supporting the effectiveness of teaching. The Dean of Student’s role is to create a positive school culture in order to ensure that every classroom is calm, safe, and focused on learning. The Dean of Operation’s role ensures that the majority of operational tasks do not fall on the Principal, and therefore the Principal will be able to devote the majority of time to instructional leadership. The majority of the administrative team is dedicated to instructional leadership. There are a total of four instructional leaders—the Principal, DCI in Math and Science, DCI for ELA and Social Studies, and DCI for Student Supports. Each DCI supervises 15-25 teachers. Coordination of Educational Content and Pedagogical Approach. In order for students to achieve, the school must operationalize systems, structures, and procedures so that all staff is consistent, supported, and accountable. Operationally, the following structures are examples of systems in place to ensure that all students are on a successful path to college and have the strength of character needed to achieve their full potential: Structure Time Process Impact Homework Each All students turn in their homework in a centralized location. No instructional time is wasted Collection and morning Homework is recorded for homework club and for grades. All collecting homework. Parent and Accountability parents are informed when student misses homework. school communication increases. Saturday Saturdays Any student demonstrating specific math skill deficiencies attends Math skill deficiencies are addressed Academy Saturday school. Students are tutored one-on-one by a community more directly, ultimately resulting in member. less retention as a result of math ability. Systematic PD Every Teachers meet in grade level or content teams to collaborate, review Teachers build capacity and team Schedule Friday student progress, analyze data, revise curriculum, and participate in effectiveness to improve student school-wide PD. achievement. Demerit Daily All staff members deliver demerits based on a consistent code of Increased on-task, respectful behavior System conduct. Demerits are entered onto a shared drive and reports are leads to a calm, safe environment in generated for detentions. Parents are informed of detentions. which students can learn at high levels. Merit System Daily All staff members deliver merits based on a consistent vision for Students feel celebrated for their hard character development. Parents are informed through PREP reports. work and take ownership for their academics and community. Attendance Daily Attendance system provides structure for school to collect School and families are in constant Reporting attendance data, inform parents when their children are absent, and communication, and attendance goals use data to meet attendance goals. are met. Systematic Bi- Every teacher is observed once every two weeks by his/her DCI. Greater teacher support, supervision, observation monthly DCI and teacher meet to debrief observation, set goals, or follow up and accountability leads to improved schedule on specific target area(s). DCI is held accountable by the Principal. instruction. Tutoring Daily Teachers tutor students who are lacking particular skills or content More time and differentiated knowledge. Teachers use interim and informal assessments to instruction lead to improved choose groups and time is set aside in teachers’ schedules to do so. achievement. Sustained Daily Students read independent reading books that match their reading Sustained silent reading leads to Silent Reading level. Teachers have a systematic approach for holding students improved reading comprehension and accountable for comprehension. exposure to multiple genres. Progress Biweekly Families are informed of student progress on a regular basis and are Increased parent and school Reports given many pathways to partner with the school to support student collaboration leads to increased student performance. achievement.

Continual Assessment of the Educational Content and Pedagogical Approach. UP Academy will operationalize the assessment of its academic program. Every six weeks, students take an interim assessment in each core class. After every assessment, teachers will analyze the results and create action plans that outline how they will adjust their instruction to ensure that all students master the skill or standard. DCIs will provide support while holding teachers accountable to achieving benchmark goals. Additionally, teachers will be expected to adjust the curriculum that was taught leading up to the assessment so that the following year’s mastery level will be different. Teachers will be given structured protocols, professional development, and held accountable by their DCIs to ensure that this process is completed at multiple intervals throughout the year. Additionally, teachers are expected to assess their students both informally and formally on a daily basis to ensure their students understanding of the skills and content they are teaching. They are expected to adjust their approaches depending on the results of their assessments. UP Academy will assess the effectiveness of the educational content and pedagogical approach yearly. For any goals that are not met, the Principal and the DCIs will analyze data to determine the possible causes of low achievement or low growth. The leadership team will take action to remedy the problem and ensure that the goal is met the next year.

(4) Human Resources The staffing plan for UP Academy is illustrated in the below proposed staffing chart. We intend to hire 68 team members to work at the school during the 2011-12 academic year. Role 2011-12 2012-13 2013-14 2014-15 2015-16 Principal 1 1 1 1 1 DCI - Math and Science 1 1 1 1 1 DCI - ELA and Social Studies 1 1 1 1 1 DCI - Student Supports 1 1 1 1 1 Dean of Operations 1 1 1 1 1 Dean of Students 1 1 1 1 1 HS Placement Manager 1 1 1 1 1 Graduate Services Personnel 0 1 1 1 1 Office Manager 2 2 2 2 2 Nurse 1 1 1 1 1 Counselor 1 1 1 1 1 Associate Teacher 3 3 3 3 3 Special Education Teacher - Inclusion 4 4 4 4 4 Special Education Teacher - Sub-Separate 7 5 2 2 2 Special Education Aide - Sub-Separate 7 5 2 2 2 Math Teacher 9 9 9 9 9 ELA Teacher 9 9 9 9 9 Science Teacher 4 4 4 4 4 Social Studies Teacher 4 4 4 4 4 Science/Social Studies Teacher 1 1 1 1 1 Music Teacher 1 1 1 1 1 Art Teacher 1 1 1 1 1 Fitness Teacher 1 1 1 1 1 ESL Teacher 3 3 2 2 2 Food Service Personnel 2 2 2 2 2 Custodian 1 1 1 1 1 School Total – Staff 68 65 58 58 58

Leadership Team: The 2011-12 leadership team includes a Principal, three DCIs, one Dean of Students, and one Dean of Operations. This leadership structure will remain constant during the five-year charter term. Our founding team studied management structures at the highest-performing urban public schools to determine the most effective structure for our proposed school. Non-Instructional Staff: The 2011-12 team includes two Office Managers, one Nurse, and one Counselor. Having benchmarked staffing levels at other highly-effective urban public schools, we believe that this staffing level is both necessary and sufficient to meet the needs of our students, families, and community. Additionally, we intend to hire two full-time Food Service personnel and one Custodian. The staffing number for these positions will remain constant during the five-year charter term. The 2011-12 team includes one High School Placement Manager. The highest-performing public middle schools in Boston (e.g., Roxbury Prep, Excel Academy) have found this role to be essential in fulfilling their missions. The staffing number for this position will remain constant during the five-year charter term. While the 2011-12 team does not include any Graduate Services personnel (the school will not have any graduates during its first year in operation), we intend to add one person to the Graduate Services team. (Our initial team member may begin during the end of the 2011-12 academic year in order to develop relationships with our first graduating class.) The highest-performing urban middle schools in Boston have found that providing Graduate Services is essential in fulfilling their missions. Instructional Staff: The 2011-12 team includes three Associate Teachers (one per grade level). The responsibilities of our Associate Teachers are widespread and range from substituting for absent teachers and tutoring students struggling in a particular subject area to leading Enrichment classes. At Excel Academy, our Lead Founder found that

49 having Associate Teachers helped the school to run efficiently and helped to maximize student achievement. The staffing number for these positions will remain constant during the five-year charter term. The 2011-12 team includes three Specialist Teachers: a Music Teacher, an Art Teacher, and a Fitness/Health Teacher. The staffing number for these positions will remain constant during the five-year charter term. The 2011-12 team includes three ESL Teachers. We have determined this staffing level based on our anticipated enrollment of ELLs. We anticipate that we will decrease the number of ESL Teachers to two in 2013-14 as the proportion of ELLs at UP Academy will decrease to be more in line with the district’s “natural proportions” (a BPS term). (The number of ELLs is currently very high because the district has been specifically assigning ELLs to the Gavin.) This staffing level is expected to remain constant for the remaining duration of the five-year charter term, but we are prepared to increase or decrease the staffing number to match the school’s actual need. The 2011-12 team includes four Special Education Inclusion Teachers. We have determined this staffing level based on information given to us from BPS about the current full or substantial inclusion students with disabilities population at the Gavin. (We intend to reenroll the vast majority of 6th and 7th grade full or substantial inclusion students with disabilities currently attending the school.) Given that we anticipate that the numbers of full or substantial inclusion students with disabilities to remain constant over time, we predict that the staffing number for these positions will remain constant during the five-year term of the charter, but are prepared to increase or decrease staffing levels to match the school’s actual need. The 2011-12 team includes seven Special Education Sub-Separate Teachers and seven Special Education Sub-Separate Aides. We have determined this staffing level based on data from BPS on the current number of sub-separate students with disabilities at the Gavin. (The number of sub-separate students is currently very high because the district has been specifically assigning students with severe disabilities to the Gavin.) Both our founding team and BPS anticipate that the sub-separate student population at our school will decrease to align more closely with district averages during the first three years of our charter term. In accordance with M.G.L. c. 71, § 89, UP Academy’s vacancies in enrollment will be filled using a charter lottery. Correspondingly, our anticipated Special Education Sub-Separate staffing numbers decrease in future years to reflect percentages that more closely align with BPS district-wide averages. Our core instructional regular education staffing model, similar to that employed at Excel Academy Charter School, requires one math teacher and one ELA teacher for every two cohorts of students. In Year 1, we will have six cohorts of 6th grade students; six cohorts of 7th grade students; and six cohorts of 8th grade students. Thus, the 2011-12 team includes three 6th grade math teachers; three 7th grade math teachers; and three 8th grade math teachers (nine math teachers in total). The team includes three 6th grade ELA teachers; three 7th grade ELA teachers; and three 8th grade ELA teachers (nine ELA teachers in total). Our totals of nine math teachers and nine ELA teachers will remain constant during the five-year term of the charter. Lastly, the 2011-12 team includes three 7th and 8th grade social studies teachers; three 7th and 8th grade science teachers; one 6th grade science teacher; one 6th grade social studies teacher; and one teacher who will teach both science and social studies to the 6th grade. The number of science and social studies teachers will remain constant during the five-year term of the charter. Staff Recruitment. UP Academy believes that great teaching is the foundation through which we will achieve strong results. To that end, Unlocking Potential and UP Academy will invest heavily in the efforts through which they will recruit, screen, select, and yield the strongest individuals to join the school. Unlocking Potential and UP Academy will work with local and national non-profits, colleges and universities, community organizations, and strategic partners to build the pipeline through which strong applicants will apply to the school. It is critical to the success of the school that we strategically recruit individuals both from within BPS and individuals from outside of the district. 100% of the teachers currently working within the Gavin will be invited to apply for positions at UP Academy. We aim to respond to 100% of applicants within a week of receipt of their application materials. Candidates who are not viable will receive email notification alerting them of this decision. Candidates who seem viable after their resumes have been reviewed will be invited to complete a phone interview. Following the phone interview, strong candidates will be invited to more detailed interviews. Most candidates will interview with the Principal once on the phone and once in person (including a sample lesson) before references are checked and an offer is made. For some candidates, additional interviews/sample lessons may be requested. It is the

50 discretion of the Principal to determine what steps are necessary in order for the best hiring decisions to be realized. No offers of employment can be made without at least one reference being officially checked. We aim for more than 90% of the individuals who receive offers from the school to accept those offers and begin employment at the school in the summer of 2011. UP Academy will have four distinctions among teaching staff and measurable means through which teachers can be promoted among those distinctions. UP Academy will have weekly professional development to advance teachers and will provide opportunities throughout the year for teachers to meet with their managers regarding their own development. UP Academy will strategically work to reward and retain the members of its school by offering targeted professional development and opportunities for career development both within and outside of the school. Our school’s working conditions, teaching program of typical teachers, compensation packages (including base salaries), professional development program, and evaluation processes (and evaluation tools) are described in the respective Type B MOU. 79 A typical teaching day is described in section III(E). Examples of key provisions of the (Type B) MOU with the Boston Teachers Union (BTU) are as follows: As is referenced in draft (Type B) MOU, all teachers who elect to work and are selected to work at UP Academy shall maintain their full status as members of the BTU bargaining unit and as employees of the BPS. These teachers will receive, at minimum, the salary and benefits established in the BTU Contract, subject to possible upward adjustments. UP Academy has the sole discretion to select the staff for any and all positions at the school. UP Academy may select staff for BTU positions without regard to seniority within the BTU or past practices between the Boston School Committee and the BTU. UP Academy may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Above all else, UP Academy believes that the teachers of UP Academy are professionals and deserve working conditions that reflect the professional nature of their jobs. UP Academy believes that working conditions that support high levels of student achievement and working conditions that respect the professionalism of teachers are not mutually exclusive. UP Academy is excited to operate a school with working conditions that attract a highly motivated staff dedicated to the school’s mission. The provisions in the BTU agreement that address working conditions for teachers shall not apply to teachers at UP Academy. Rather, the annual working conditions for teachers at UP Academy will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Teachers). D. FACILITIES AND STUDENT TRANSPORTATION UP Academy will provide appropriate facilities and transportation to serve its student population and ensure that it meets applicable state and federal requirements. UP Academy will be located in the current Gavin building, a BPS facility located at 215 Dorchester Street, Boston, MA. The facility will be available for occupancy by UP Academy personnel no later than July 11, 2011. The annual fee charged by BPS to UP Academy for the facility will be $965 per student. This facility cost includes utilities, custodial services and annual building maintenance to be provided by BPS. Facility renovations deemed necessary by BPS will be financed by BPS via the annual capital budget it receives from the City of Boston. In addition, via a $250,000 grant from Unlocking Potential, UP Academy intends to make a significant investment in the facility during summer 2011 to ensure that the facility can best serve the new school’s students. Proper real estate procurement procedures will be initiated before work commences. The funds to cover this capital investment have already been pledged by a non- profit organization. UP Academy’s proposed school facility is a two-story building with a 39,000 square foot footprint.80 The layout includes no fewer than 42 adequately-sized regular education and special education classrooms and ample common spaces (e.g., a large library, cafeteria, gymnasium, and auditorium).81 The building is surrounded by 30,000 square feet

79 See section V(I)(2) for all Type B Memoranda of Understanding. 80 Includes a sub-basement, basement, 1st Floor, and 2nd Floor 81 See section V(E)(4) – School Layout for floor plans.

51 of recreational space (lawn and paved surfaces). The facility is accessible to all students, staff, parents, and members of the general public who may be physically challenged. Student eligibility for transportation services will be determined using the same criteria used by BPS for all other middle school students. Transportation will be provided to students who live more than 1.5 miles from UP Academy’s school building. Families will receive notice of their child’s eligibility for transportation and, if applicable, the bus-stop location, time of pick-up and drop-off, and appropriate bus number(s). Bus service for eligible students may be provided by yellow school bus, MBTA service, or a combination of both. Eligible students will receive free monthly MBTA passes. Students with disabilities may receive corner-to-corner service, MBTA service, or door-to-door service as specified in their IEP. UP Academy will also determine eligibility for transportation services for students with severe medical or physical conditions which prevent them from walking to school on a case-by-case basis, using BPS’s standard policy. E. SCHOOL FINANCES (1) Fiscal Management Structure and Process. UP Academy believes that strong financial management is a critical component of a school’s success. To ensure strong financial management, UP Academy will put in place the following governance structure: Board. UP Academy’s Board will have primary responsibility for financial oversight of the school. The Board will select a Treasurer with professional experience in finance or accounting, and that person will oversee the Board’s Finance Committee. The Treasurer and Finance Committee will ensure that the Board monitors the school’s finances. Dean of Operations. UP Academy’s management structure will include a Dean of Operations who will have demonstrated management and organizational skills, excellent communication skills, and leadership experience, preferably within the non-profit or education sector. The Dean of Operations will have responsibility for the day-today management of the school’s finances and will work with the Board Treasurer and the Principal to develop UP Academy’s financial policies and procedures manual, in accordance with the Massachusetts Charter School Recommended Fiscal Policies and Procedures Guide from the DESE. The manual will include the school’s processes and systems for ensuring that all financial decisions are based on accurate information, and that all financial actions are properly budgeted and reported. UP Academy’s financial policies will include 1) the timely recording of all transactions, receipts, payroll and other disbursements; 2) regular reconciliation of all key accounts; and 3) the preparation of a monthly financial report for the school’s management and Board that includes a balance sheet, summary and detailed income statements, statement of cash flows, and financial forecast. The Dean of Operations will be responsible for executing the procedures outlined in this manual, including procedures related to: procurement of services and supplies; coordination of payroll systems and benefits packages; cash-flow management and payment of accounts; and management of the school budget process, including monitoring and developing monthly statements, quarterly variance reports and annual budgets. Principal. The Principal will oversee the work of the Dean of Operations, and will meet at least biweekly with him/her to review the school’s finances and ensure that all spending complies with the school’s financial management policies and procedures and with approved budgets. The Principal will also ensure that all financial reporting requirements are complete, including the Annual Report with year-end financial statements, attendance reports, and quarterly and monthly financial statements and analysis. External Accountant. In addition, Unlocking Potential intends to contract with accountant Bill Manburg to work with the Dean of Operations and Principal and assist them with designing, implementing and supervising its internal control, financial reporting and cash management systems. Mr. Manburg has many years of experience as a controller, CFO, and consultant, and he has extensive charter school experience. He will help the Principal and the Dean of Operations maintain the school’s internal control systems, prepare its monthly financial reports, and manage its yearly audit. Mr. Manburg will ensure that the school is in compliance with the DESE-recommended policies and procedures and follows generally accepted accounting principles. Mr. Manburg currently advises and works with multiple charter schools in Boston, including the Edward Brooke Charter School, KIPP Academy Lynn Charter School, Excel Academy Charter School, and City on a Hill Charter Public School, among others.

QuickBooks. UP Academy will also use QuickBooks Online, an industry standard accounting software program, to maintain its financial records. Only the Principal, Dean of Operations, Board Treasurer, and Unlocking Potential’s Director of Operations will have access to these records. All financial records will be backed up weekly and stored off- site. The Finance Committee will annually review the school’s software needs as they relate to financial management. UP Academy will also maintain detailed inventory records, including a record of capital and non-capital assets, and will perform annual physical inventories. Finally, the Principal and Board Treasurer will serve as the authorized check signer for all school accounts. Checks in amounts less than $5,000 will require one authorized signer, while checks in amounts greater than or equal to $5,000 will require two authorized signers. Fiscal Controls and Financial Management Policies. The Board will utilize the following fiscal controls and financial management policies to remain informed regarding the school’s financial position:  Review and approval of the school’s Fiscal Policies and Financial Procedures Manual. The Board will have final approval of the school’s fiscal policies and financial procedures manual, to be developed by the Dean of Operations.  Review of quarterly financial statements. The Board will review UP Academy’s financial statements at quarterly intervals; these statements will include a balance sheet, income summary, detailed statements that compare actual versus budgeted expenses, statement of cash flows, and financial forecast.  Quarterly meetings with Treasurer and Finance Committee. The Board’s Treasurer and Finance Committee will meet quarterly with the Principal and Dean of Operations to review the school’s financial records, including the most recent reconciliation of accounts, and to present a variance report of actual versus budgeted expenditures. These variance reports will be emailed to the Board on a quarterly basis.  Annual budget approval. The Board will review and approve the school’s annual budget each year. In the third quarter, the Dean of Operations and the Principal, with the support of Unlocking Potential, will prepare and propose a detailed annual budget to the Finance Committee that includes appropriate financial forecasts. The Finance Committee will then present the draft budget to the Board for review and approval at the end of each fiscal year.  Annual report approval. The Principal and Dean of Operations will prepare an annual report at the end of each fiscal year. The report will be approved by the Board, and will include a year-end balance sheet, including budgeted versus actual income and expense analysis.  Audit compliance. The Board will work with the Principal to hire an external auditor and ensure that an annual audit is completed. The Board Treasurer and Dean of Operations will prepare the management’s response to each audit finding. Day-to-Day Management of Finances. UP Academy’s Dean of Operations will be responsible for overseeing the day-to-day management of the school’s finances, including tracking finances in order to maintain needed cash flow. The school will use the following systems and procedures to maintain needed cash flows:  General accounting practices. To provide an accurate and timely record of financial transactions, the school will maintain accounting systems and records in accordance with generally accepted accounting principles and with the MA Charter School Recommended Fiscal Policies and Procedures Guide. As previously mentioned, the school will use QuickBooks on-line, an industry standard accounting software program, to maintain its financial records. The Dean of Operations will ensure that all entries in to the accounting system are current, accurate and complete by maintaining original documentation (e.g., invoices, purchase orders, etc.) and referencing original documentation prior to entering information in to the accounting system. All entries will be made soon at least within one week of the accounting event. All accounts will be reconciled on at least a monthly basis.  Cash management. All deposits will be made on at least a weekly basis, and copies of all deposit checks and deposit slips will be made. The Dean of Operations will reconcile all accounts, including deposit receipts and credits reconciled to accounts receivables and bank deposit statements, on a monthly basis. Cash disbursements and check preparation will be delayed until the due date, with exceptions made for discounts for early payment where available. Separate duties (i.e., office manager prepares checks and the Principal signs checks) will be maintained wherever possible. In addition, cash disbursement records will be matched against accounts payables/invoice records on a periodic basis to check for any discrepancies.

 Cash flow projections. The Dean of Operations will also prepare monthly cash flow statements and financial forecasts, including projected cash flow needs. In addition, the school will establish internal control systems to monitor cash receipts and ensure that deposits are made on a weekly basis. These procedures will also be outlined in the UP Academy’s financial policies and procedures manual. The Principal and Dean of Operations will review these procedures regularly to ensure they comply with the Massachusetts Charter School Recommended Fiscal Policies and Procedures Guide. Financial Arrangements with BPS. As is described in the attached Type A MOU,82 BPS will provide UP Academy with a Lump Sum Budget on an annual basis (see below for calculation of Lump Sum Budget). The Board will then have the authority to determine how best to allocate these funds in order to further UP Academy’s educational mission. The Board will review and approve an annual budget for UP Academy prior to the start of each fiscal year that indicates how the Board and management intends to allot the funds from its Lump Sum Budget. The Lump Sum Budget will not be reduced if UP Academy receives additional funds from other sources independent of BPS. UP Academy will provide a copy of the annual operating budget to the Chief Financial Officer (CFO) of BPS and will also provide a copy to the Boston School Committee. UP Academy will also notify the CFO of any amendments or modifications to its budget; however, failure to provide such notice will not limit UP Academy’s budget authority or autonomy. The CFO may also request, and UP shall provide in response to any such request, additional documentation to support UP’s annual operating budget or any amendments or modifications to its budget. As an independent LEA, UP Academy will be responsible for applying for and accounting for any separate state or federal grants, including Title I and IDEA. To ensure that UP Academy receives district funds as scheduled, the CFO will establish an operating account for UP Academy (UP Operating Account) by July 1 of each year in the amount of the Lump Sum Budget. Only the Principal and Dean of Operations will be able to authorize expenditures from this operating account. UP Academy will also establish and maintain a separate bank account (UP Bank Account) under its exclusive control. BPS will transfer funds on a quarterly basis (January, April, July, and October) from the UP Operating Account to the UP Bank Account. The July quarterly transfer will be based on UP Academy’s projected pupil enrollment for the coming year. The remaining quarterly transfers (October, January and April) will be based upon the actual enrollment of UP Academy on the final school day of the month prior to the quarterly transfer date. After the CFO performs a year-end reconciliation at the close of the BPS’s fiscal year on June 30, any remaining funds from the UP Operating Account will be transferred to the UP Bank Account. Basis for Calculating BPS Payments to UP Academy. BPS will provide UP Academy with a Lump Sum Budget on an annual basis; the Lump Sum Budget will be calculated the same way that BPS calculates funding for Pilot Schools. Specifically, the Lump Sum Budget will not be less than the district average per pupil allocation per grade level times the actual pupil enrollment per grade level, excluding any private placement tuition and less the value of the actual salaries of staff employed by UP Academy and the value of any services purchased by UP Academy from BPS. The specific services provided by BPS and the cost to UP Academy will include:  Transportation for regular education students and students with disabilities (budgeted at $0.82M for FY12)  Non-discretionary services provided by BPS, including: o Employee benefits ($1.03M for FY12) o Facilities operation and maintenance (budgeted at $0.45M for FY12) o Central administration services (budgeted at $0.22M for FY12)  Other instructional services UP Academy chooses to purchase from BPS, including: o Alternative education: enables UP Academy to refer students to an approved, non-BPS alternative education school for services (budgeted at $26,697 for FY12) o Technical assistance and professional development opportunities provided by BPS’ Office of Language Learning and Support Services: (budgeted at $20,536 for FY12) o Student support services, including non-Special Education technical assistance and professional development opportunities (budgeted at $18,057 for FY12)

82 See section V(I)(1) – for MOU: Type A.

(2) Operating Budget and Budget Narrative Please see section V(B) for our full operating budget. Process, Guiding Principles, and Summary. To ensure the development of an accurate budget, we (1) met regularly with key finance personnel at BPS; (2) consulted the charter applications and operating budgets of other charter schools in the Boston area (e.g., Boston Preparatory Charter Public School, Excel Academy Charter School) and (3) consulted with individuals with school finance experience, including Bill Manburg, our retained accountant. In developing the budget, our first guiding principle was to ensure that we allocated as much of our budget as possible to instructional purposes in order to fully fund our education program and achieve our mission and goals in terms of academic achievement. Our second guiding principle was to be conservative in developing our assumptions regarding projected revenues and expenses; we want to ensure that we will have sufficient funds to continue operations in the event that our expenses exceed our estimates and/or we experience unexpected changes in our operating revenue We have developed a budget that provides for a positive cash balance in FY12, FY13, and FY14. This cash balance includes a contingency fund, each year that is equal to 2% of operating revenues, as well as a budget surplus. The budget surplus equals 1.4%, 3.1%, and 3.6% of revenues, respectively, during FY12, FY13, and FY14. We have set aside the contingency fund and surplus to help UP Academy address any unanticipated expenses or revenue shortfalls. These funds will be kept separate from day-to-day cash flow; any use of these funds will be controlled by the Board to help ensure that they are used in a strategic manner. Pre-Operational Budget (July 1, 2010 – June 30, 2011). UP Academy’s pre-operational phase is projected to last 12 months from July 1, 2010, to June 30, 2011.  Revenues: Total revenues during this period are expected to be $800,000; the source of these revenues is an in-kind contribution from Unlocking Potential, a non-profit organization voluntarily supporting the launch of UP Academy during its pre-operational year.  Expenditures: Unlocking Potential has provided UP Academy with in-kind services worth $800,000 during the pre-operational period. These services primarily encompass salaries of staff supporting the launch, teacher and leadership recruitment, and legal and accounting expenses. Operating Years 1-3 (July 1, 2011 – June 30, 2014). Our operating budget reflects the first three years of operation of our school (FY12 through FY14). We anticipate that we will operate at full capacity (486 students) in each year. To be conservative, we have used a student population estimate of 462 students83 for the purposes of calculating revenue and a student population estimate of 486 students for the purposes of calculating expenses. Revenue. Our anticipated revenues will be $9.09M in FY12, $8.79M in FY13 and $8.70M in FY14. The following is a description of our key revenue sources and assumptions: Tuition. The primary source of our revenues will be the tuition we receive from BPS. Our anticipated tuition revenue is based on the average middle school per pupil allocation from BPS (projected by BPS to be $14,127 in FY12, $14,290 in FY13, and $14,459 in FY14) times the anticipated student enrollment, less the total value of in- kind contributions from BPS (as indicated below). Based on our anticipated student enrollment, as previously mentioned, we anticipate tuition funding to be $3.95M for all three fiscal years. (We have assumed that the tuition rate from BPS will not increase each year.) In-kind Contributions from BPS. The second major source of revenues for UP Academy is in-kind contributions from BPS, valued at $2.58M in FY12, $2.65M in FY13 and $2.73M in FY14. These contributions include expenditures from BPS for: 1) benefits; 2) student transportation; 3) facilities operation and maintenance; and 4) non- discretionary central administration services; and 5) discretionary services we anticipate purchasing from BPS. State-level Grants. We also anticipate receiving $500,000 per year in FY12, FY13 and FY14 from a combination of state-level funding. Since the Gavin is a Tier II school and UP Academy’s proposal represents the “restart” model, we qualify to apply for the School Improvement Grant. In discussions with DESE employees, we have been informed that we may also be eligible to apply for Race to the Top funding and other state-level grants. Nevertheless, we have included a significant surplus and contingency fund in our budget in FY12, FY13, and

83 Total capacity (486 students) less 5%.

FY14 to assist us in meeting any revenue gaps that may arise due to the uncertainty surrounding the actual grant amounts that we will be awarded. Furthermore, we will have adequate financial resources to offset a decrease state-level funding in Year 4 (FY15) associated with the end of the three-year School Improvement Grant. Specifically, we anticipate being able to cover this gap for two reasons. First, FY15 operating expenditures are projected to continue to decrease, in line with the trend from FY12 to FY13 and FY13 to FY14. Further, in FY15 we will carry over our overall surplus (surplus plus contingency fund) of $489,311 in FY14 to help address this anticipated $500,000 funding gap. If necessary, we will also close the funding gap by reducing our building renovation expenditures and by increasing our private grant funding. Federal Grants. Revenue from federal grants is expected to be $1.17M in FY12, $1.17M in FY13, and $1.12M in FY14. The sources of this revenue are: Title I funding, Title IIA funding, special education funding (IDEA), and Charter School Start-Up Assistance. We have assumed that 65% of our students will be eligible for Title I funding, a conservative assumption given that over 85% of current Gavin students meet federally-defined low-income standards. We anticipate receiving $2,500 per low-income student. For Title IIA, a federal grant for improving teacher quality, we have assumed that we will receive $98 per student, based on the funding provided to comparable charter schools. We have assumed that 20% of our students will be eligible for special education funding and have assumed funding of $3,479 per student, based on the funding of comparable charter schools in Boston in FY11. (Again, this assumption is conservative given that over 30% of the Gavin’s existing students are students with disabilities.) We anticipate receiving $50,000 in CSP Start-Up Funding in FY12 and FY13. State and Federal Nutrition Grants. We anticipate receiving grant funding each year as part of the School Food Service Program to support the hiring of two full-time food service workers. We have estimated the value of this funding to be $95,348 in FY12; $98,208 in FY13; and $101,155 in FY14. Private Grants. We anticipate raising private funds for UP Academy, primarily in the form of private national and local grants. As described below, we have allocated funding to assist us in meeting or exceeding these fundraising goals. In addition, given the contingency funds and surplus that we have included in our budget, we will not need to rely on any of this funding in FY13 or FY14 to cover our basic operating expenses, as our anticipated fundraising revenue is less than the sum of our anticipated surplus and contingency fund.  Grant from Unlocking Potential. In FY12, a grant of $250,000 will be made by Unlocking Potential for the purposes of renovating the school facility in the summer of 2011.  Other Private Grants. We plan to raise an additional $300,000 from private funders in each of FY12, FY13 and FY14. Fundraising will be led by Unlocking Potential, as described at the end of this section. Additional Funds from BPS. In our first two years of operation, we expect to enroll a significant number of sub- separate students with disabilities, given our intent to enroll most of the existing 6th and 7th grade sub-separate student population at the Gavin. These students will require additional services and resources beyond those provided by IDEA funding. We anticipate receiving funds from BPS to cover some associated costs. Specifically, the Pilot School funding formula allocates additional resources to BPS Horace Mann charter schools serving Multiple Handicap and Autistic students; we anticipate receiving approximately $250,000 and $125,000 in FY12 and FY13, respectively. Expenditures. Our operating expenditures in FY12, FY13, and FY14 will be $8.96M, $8.52M, and $8.38M, respectively. This includes a contingency fund of 2% of revenues of $0.18M, $0.18M and $0.17M, respectively. The following outlines our key expenditures and assumptions: Instructional Services. Spending on instructional staff and services makes up the largest category of expenses in our budget ($4.63M in FY12, $4.46M in FY13, and $4.21M in FY14). These expenses include:  Personnel. The primary driver of our expenses on instructional services is teacher salaries. Including regular education, special education and ESL teachers, we anticipate spending $2.89M in FY12, $2.93M in FY13, and $2.81M in FY14 on teacher salaries. We have assumed an average teacher salary of $65,753 in FY12, $69,699 in FY13, and $73,881 in FY14. Although this is less than the average salary of a BPS teacher, this reflects our assumption that our median teacher will have less experience than the median BPS teacher. These averages also reflect our goal to provide teachers with the opportunity to advance in their

 Non-personnel. We anticipate that the majority of our non-personnel instructional services expenditures will be on instructional supplies and materials, and on instructional technology in the classroom. First, we anticipate spending $400,000 on instructional supplies and materials in FY12, and $232,000 in FY13 and $200,000 in FY14. The significant spending in FY12 represents our belief in investing in new materials and supplies in order to support our goals in terms of academic achievement. In FY12, this funding includes an estimated $25,000 for copiers and supplies; $125,000 for textbooks; $150,000 for general supplies; and $100,000 for furniture. For instructional technology in FY12, we assumed spending of $500 for one computer for every 3 students and $15,000 for supplies, for a total of $96,000 in FY12, decreasing to $27,500 in FY13 and $28,325 in FY14 for replacement, maintenance, and depreciation. The following are our other major non-personnel, instructional expenses84: o Contracted Services. We have assumed spending of $100 per non-sub-separate student (regular and students with disabilities) and $1000 per sub-separate student with disabilities per year for a total of $95,400 in FY12, $79,722 in FY13, and $63,017 in FY14. o Testing and assessment. We have assumed spending of $1,500 per teacher and paraprofessional each year for testing and assessment services, for a total of $81,000 in FY12, $77,250 in FY13, and $68,428 in FY14. This amounts to $167 per student in FY12, $159 in FY13, and $141 in FY14. The decline in funding is due to the decrease in the number of sub-separate students with disabilities in FY13 and FY14, and the assumption that testing and assessment costs for these students are greater than those for regular education students. o Professional development. We have budgeted $1,500 per teacher and $500 per aide each year for professional development, for a total of $71,000 in FY12, $69,010 in FY13, and $63,124 in FY14. o Dues, licenses and subscriptions. We have assumed spending of $250 per teacher and $100 per aide each year for professional dues, licenses and subscriptions, for a total of $12,000 in FY12, $11,639 in FY13, and $10,609 in FY14. o Purchased management services. These services, provided by BPS as described in section III(F)(1), are in-kind expenditures of $65,291 per year for FY12, FY13, and FY14. o Field Trips and Enrichment. We have assumed spending of about $100 per student for field trips and enrichment services, for a total of $50,000 in FY12, $51,500 in FY13 and $53,045 in FY14 Administrative. Our school administrative expenses will be $0.84M, $0.75M and $0.78M in FY12, FY13, and FY14, respectively. Specifically, these expenses include:  Personnel. Professional administrative staff salaries will be $180,000 in FY12, increasing by 6% each year. These correspond to the salaries of the Dean of Operations and the Dean of Students, each assumed to earn an average annual salary of $90,000 (FY12). We also have allocated $92,430 starting in FY12, for two office managers at an average annual salary of $46,215, increasing by 3% each year.

84 Expenses that were calculated based on per student or per teacher assumptions were increased by 3% each year, starting in FY13.

 Non-personnel. We have allocated significant administrative expenses to cover necessary school operations, and in many cases have assumed that expenses will be greater in FY12 when we need to purchase new services, equipment and furnishings. For example, we have allocated $50,000 in legal expenses in FY12 (based on an assumption of 200 hours of services needed at $250 per hour), but $37,500 in FY13 and $38,625 in FY14 when we anticipate our needed services to decline. (This spending will supplement in- kind legal services provided by the district.) We allocated $115,000 in information management and technology expenses in FY12, based on an assumed spending of $10,000 for data management systems, $1,000 per staff member (excluding food service personnel and custodian) for computers, $25,000 for other technology upgrades, and $15,000 for contracted services. This spending in FY12 reflects our commitment to using data and technology in order to increase student achievement. In Years 2 and 3, this spending is anticipated to decrease to $30,000 per year for maintenance and depreciation expense.  Other key administrative expenses and assumptions for FY12 include: o Accounting expenses. $25,000 to fund an annual audit. o Other professional services expenses. $20,000, including $5,000 for governance development; $5,000 for accountability and evaluation expenses; $5,000 for an external review of the school’s operations, and $5,000 for other program evaluation as needed. o Office supplies and materials. $90,000 (assumed $50,000 in printing and mailing, $1,000 per non- teaching staff member, $500 per teaching staff member and $2,000 in miscellaneous expenses). o Professional development for administrative staff and board. $11,000 (assumed $5,000 for the board and $1,000 each for Principal and Deans). o Dues, licenses, and subscriptions for administrative staff and board. $8,000 (assumed $5,000 for the board and $500 each for Principal and Deans). o Travel expenses for administrative staff and board. $12,500 (assumed $2,500 for the board and $10,000 for staff). o Purchased management services. BPS central admin services, as described in section III(F)(1), that are in-kind expenditures of $0.22M in FY12, $0.23M in FY13, and $0.24M in FY14. o Meetings expenses. $17,500 (assumed spending of about $250 per FTE for meetings, including summer training for teachers). Other Student Services. Our budget includes $1.02M, $1.05M, and $1.09M for other student services in FY12, FY13, and FY14, respectively. The majority of this expense is for student transportation; we anticipate BPS will provide in-kind transportation services valued at $0.82M in FY12, with costs increasing by 3% per year. Expenses in this category also include salaries for one nurse and two food service personnel ($0.17M in FY12) and an allocation of $30,000 in FY12 (growing at 3% in FY13 and FY14) for athletic services. Operation and Maintenance of Plant. Our operation and plant maintenance expenses in FY12, FY13, and FY14 will be $0.70M, $0.46M, and $0.47M, respectively. The majority of these expenses will be in the form of in-kind expenditures from BPS, including utilities, maintenance of the building and grounds, and salaries for custodial and maintenance staff. The cost of making additional renovations to the school facility, estimated at $250,000 in FY12, independent of any investments made by BPS, will be funded by a grant provided by Unlocking Potential (described above, in revenues: private grants). Fixed Charges. Our fixed charges will be $1.56M in FY12, $1.59M in FY13, and $1.63M in FY14. These charges are primarily made up of staff benefits, an in-kind expenditure provided by BPS, anticipated to be $1.03M in FY12, $1.06M in FY13, and $1.09M in FY14. In addition, we have also allocated $5,000 in FY12 for director/board insurance, increasing by 3% each year. UP Academy will be covered under BPS’s general liability insurance policy.  Services from Unlocking Potential. Per the SMO contract, which is described in section III(C)(6) and included in its draft form in the attachments,85 UP Academy intends to procure management services from Unlocking Potential in exchange for a management fee. Under the terms of the contract, the services

85 See section V(H) – Draft Management Contract

provided by Unlocking Potential may include, but are not limited to: recruiting staff, recruiting students, promoting the school, fundraising, and preparing the annual school budget, developing and supporting implementation of the core curriculum, training staff, and providing professional development to administrative and teaching staff. The service fee will be 8% percent of the average number of students enrolled during that school year, multiplied by the Approved Per Pupil Allocation set by BPS. The fee is projected to be $522,142 in FY12, $528,175 in FY13, and $534,390 in FY14. Community Services. We anticipate spending $25 per student each year on community dissemination activities, for a total of $12,150 in FY12, $12,515 in FY13 and $12,890 in FY14. We have also allocated $25 per student for civic activities, including activities for parents and families, for a total of $12,150, $12,515, and $12,890 in FY12, FY13, and FY14, respectively. CSP Start-Up Funding. Our projections show that we are not dependent on CSP start-up funding in FY14. Additional Fundraising. We anticipate raising additional funds in the form of private grant dollars in FY12 through FY14 ($300,000 per year). We plan to use these funds to help meet our projected operating expenses and address any unforeseen expenses that may occur. Given the significant challenges involved with turning around a low-performing middle school, there is a possibility that we may face unforeseen expenses (e.g., additional funds required for student support services or for instructional enrichment programs). Although we have attempted to account for all of these unforeseen expenses by using conservative budget estimates, we intend to seek private grant funding to ensure that we have the contingency and surplus funds available to meet any additional expenses that arise and to fulfill our academic mission. We have also been conservative in our estimate of how much private grant funding we will be able to secure. Unlocking Potential will primarily be responsible for coordinating these fundraising efforts on behalf of UP Academy. In addition, the Board will share critical development and fundraising responsibilities, and will create a Development Committee to support Unlocking Potential in developing and executing a fundraising strategy in line with UP Academy’s accountability and strategic plans. Unlocking Potential will be responsible for developing and printing informational materials to assist with UP Academy’s fundraising efforts. It may also choose to hire a development consultant to assist with fundraising efforts. This development consultant would work with Unlocking Potential, the Principal, and the Board Development Committee to identify multiple funding sources, including national and local grants, corporate sponsors, and individual donors, as needed. Financing. Given our expected cash flows from FY12 to FY14, we do not anticipate needing any short-term or long- term financing during our first three years of operations. First, we will not need to secure financing for a new school building, as we will be utilizing a facility provided by BPS. Second, we have allocated cash for modest capital improvements on the school facility. F. ACTION PLAN Through July 2011, Unlocking Potential will employ a sizable team to ensure a successful launch of UP Academy. This includes: Scott Given (CEO); Terri Ferraguto Rita (Director of Talent); Nicole Dorn (Director of Operations); Jamie Morrison (AAM); Jesse Robinson (AAM); Amy Proulx (Special Projects Coordinator), and a to-be-determined Family and Community Outreach Manager. The following plan, created from the DESE Action Plan, outlines activities and documents the founding team will complete prior to UP Academy’s fall 2011 opening. The DESE Plan will continue to be a key resource for the development of all documents. Note: Due dates in 2011, unless noted otherwise. Documents to be submitted to: DESE, Charter School Office, 75 Pleasant Street, Malden, MA 02148-4906.

Category Key Actions Required Documents Start & Due Date Point Person(s) Governance Hold first meeting of Submit resumes and letter requesting approval of new March or 30 days UP Academy Board and Board to approve UP Board Members after charter Chair Financial Academy bylaws Submit Original Financial Disclosure approval Management Submit Organizational Chart Provide Administrative and Governance guide to Board Develop long-term Submit Board-approved Fiscal Policies and Procedures March to August 1 Nicole Dorn, fiscal plan and key Submit revised, Board-approved budget and cash flow UP Academy Principal policies projections for first three years Submit Board-approved Complaint Procedure Secure independent auditor January 2012 Student Prepare Board- Submit Board-approved policy and Application for Early March to Family and Community Enrollment approved Enrollment Admission March 16 Outreach Manager and Policy and Prepare Pre-enrollment Report to submit in mid-March UP Academy Principal Recruitment Application for Admission Build student tracking N/A March 31 database for current Gavin students and prospects Hold UP Academy Prepare announcement brochure October 2010 to information sessions Prepare presentation materials March 2011 for Gavin families and prospects Facility Obtain building Submit signed lease or purchase and sales agreement June to August 1 Nicole Dorn, in health and safety Submit Certificate of Occupancy collaboration with BPS records Submit Fire Inspection Certificate facility personnel Submit Building Safety Inspection Certificate Submit Health Inspection Submit Flammable Compounds and Liquids Certificate Submit Asbestos Inspection and Management Plan Submit Lead Point Assessment Report Submit written assurance of facility’s handicap accessibility Submit a Multi-Hazard Evacuation Plan to CSO Renovate building N/A June to August 31 Nicole Dorn interior School-Level Prepare school Submit official contact information for school March to August 1 Nicole Dorn Planning operation-related Submit Board-approved school calendar and sample documents and plans student schedule Submit Board-approved Code of Conduct Submit self-assessed Transportation Services Plan Submit Board-approved School Wellness Policy Submit National School Lunch Program Assurance form March to July 1 Submit Nutrition Services Program plan March to August 1 Prepare Submit Title I Program Plan March to August 1 Scott Given organizational Submit evidence of insurance policy Nicole Dorn compliance Submit School Health Plan and Medications documents and plans Administration Plan Submit evidence of MTRS contributions Before first payroll Design Curriculum Prepare Scopes and Sequences October 2010 to Jamie Morrison and Instruction Prepare Pacing Guide May 2011 Jesse Robinson Materials Prepare Unit and Lesson Plans Design special Submit administration and Board-approved Special March to August 1 Jesse Robinson education and ELL Education Program Plan program plan Submit District Curriculum Accommodations Plans Submit signed Letter of Agreement with Special Education Administrator. Faculty Identify requirements Prepare and submit performance evaluation criteria for October 2010 to Scott Given Recruitment of highly-qualified School Leader, Administrators, and Teachers August 1 Terri Ferraguto Rita

UP Academy faculty Submit school committee, BTU, and Board-approved 30 days after UP Academy Principal MOU charter approval (draft), July 1 (final) Recruit highly- Maintain professional credentials database for all faculty October 2010 to Terri Ferraguto Rita qualified faculty staff August 1 UP Academy Principal Prepare and submit summary of each faculty member’s professional qualifications and plan for path to high- qualification Submit written documentation of school-nurse hire and local physician relationship Submit Special Education Instructional Faculty Qualifications checklist Plan for the on-going Submit Administrators Professional Development Plan October 2010 to Terri Ferraguto Rita development of August 1 faculty Develop summer orientation program for faculty/staff March to August 1 Terri Ferraguto Rita Develop PD topics and program materials for Friday Jamie Morrison sessions Jesse Robinson UP Academy Principal Assure legality of all Create and submit a Board-approved CORI policy March to August 1 Terri Ferraguto Rita faculty Conduct CORI checks on all faculty, staff, and volunteers Nicole Dorn Submit CORI check results

IV. HOW WILL THE SCHOOL DEMONSTRATE THAT IT IS FAITHFUL TO THE TERMS OF ITS CHARTER? A. PROCESS The founders of UP Academy see the Accountability Plan as a critical tool to guide the use of data and policy decisions regarding the school’s program. During the school’s first year of operation, UP Academy will create an effective Accountability Plan that defines the school’s goals for student learning outcomes, organizational viability, and its faithfulness to its charter. The Plan will spell out the goals to which the school commits itself and the measures that will be used to determine the degree of the school’s success in reaching those goals. The Plan will incorporate the DESE’s Guidelines for Writing Charter School Accountability Plans. Specifically, the plan will be rigorous, realistic, measurable, and focused, as defined by the DESE’s guidelines. UP Academy’s Principal will bear primary responsibility for developing and overseeing the process through which the Plan is created. Specifically, the Principal will present this application’s Accountability Plan objectives – which have been shaped through a collaborative process incorporating input from members of the school’s founding team – to the staff of UP Academy during the 2011-12 academic year. The staff will provide feedback on these objectives based on their initial experiences teaching and working at UP Academy. The Principal will then work with the school’s leadership team to consider ideas from the staff, make revisions (as necessary) to the Accountability Plan objectives, and draft the school’s Accountability Plan. This drafted Plan will be shared with key personnel at BPS for further input and revisions to ensure that UP Academy establishes performance goals that are aligned with BPS expectations. This drafted Accountability Plan will then be presented to the school’s Board for input and recommendations. The input and recommendations will be incorporated by the Principal. The updated, proposed Accountability Plan will then be brought back to the Board to get formal approval. Shortly thereafter, the Principal will submit the school’s proposed Accountability Plan to the DESE by August 1, 2012. The Principal will welcome the feedback of the DESE throughout this process to ensure that the Plan meets the Commonwealth’s expectations. The Principal will also bear primary responsibility for overseeing the process by which data is collected and analyzed to evaluate the school’s progress towards Accountability Plan objectives. In doing so, the Principal will recognize that the accountability process for charter schools asks that each school analyze information carefully and construct an argument that is worthy of renewal based upon that information. The Principal will ensure that tools and assessments used to determine the school’s progress against its Accountability Plan be well-designed, producing statistically sound information. The Principal will ensure that the school submits an Annual Report to the DESE by August 1 after each

61 academic year. This report will discuss the school’s interim progress on each goal in the Accountability Plan and present evidence to validate its claims. B. GOALS (1) Academic Success Goal 1: UP Academy students will become proficient readers and writers of the English language. Measure(s): (a) In each middle school grade, the percentage of UP Academy students scoring proficient or better on the ELA section of the MCAS will exceed the district average. (b) At least 75% of UP Academy students will score proficient on the ELA section of the MCAS.86 (c) The median student growth percentile for UP Academy students on the ELA section of the MCAS will exceed the 50th percentile every year. Goal 2: UP Academy students will demonstrate proficient understanding and application of mathematical computation and problem solving skills. Measure(s): (a) In each middle school grade, the percentage of UP Academy students scoring proficient or better on the Math section of the MCAS will exceed the district average. (d) At least 75% of UP Academy students will score proficient on the Math section of the MCAS.87 (b) The median student growth percentile for UP Academy students on the Math section of the MCAS will exceed the 50th percentile every year. Goal 3: UP Academy ELLs will consistently demonstrate significant language acquisition and significant progress towards proficiency in English and Math. Measure(s): (a) In each middle school grade, the percentage of UP Academy ELLs scoring proficient or better on the ELA section of the MCAS will exceed the district average. (b) 90% of ELLs will improve one or more ELL levels each year on the MEPA. (c) The median student growth percentile for UP Academy ELLs on the ELA and Math sections of the MCAS will exceed the median student growth percentile for ELLs in the district and the state every year. Goal 4: UP Academy students with disabilities will demonstrate significant progress towards proficiency in English and Math. Measure(s): (a) In each middle school grade, the percentage of UP Academy students with disabilities scoring proficient or better on the ELA and Math sections of the MCAS will exceed the district average. (b) In each middle school grade, the percentage of UP Academy students with disabilities passing the ELA and Math sections of the MCAS will exceed the district average. (c) The median student growth percentile for UP Academy students with disabilities on the ELA and Math sections of the MCAS will exceed the median student growth percentile for students with disabilities in the district and the state every year.

86 Specifically, we hold our turnaround school to the following intermediate goals for math MCAS proficiency rates: Spring 2011: 45% or higher proficiency rate; Spring 2012: 55% or higher proficiency rate; Spring 2013: 65% or higher proficiency rate; Spring 2014: 75% or higher proficiency rate; Spring 2015: 75% or higher proficiency rate 87 We hold the same intermediate MCAS goals for ELA as we do for math (see above footnote).

(2) Organizational Viability Goal 1: UP Academy will practice sound decision-making and fiscal management sufficient to ensure strong student achievement and the responsible stewardship of public monies. Measure(s): (a) Yearly balance sheets will show that the school is fiscally sound and is maintaining adequate cash reserves. (b) Yearly submission of audited financial statements will demonstrate that the school is responsible and prudent with public resources. Goal 2: UP Academy will ensure strong and consistent daily attendance by all students. Measure(s): (a) Average daily student attendance at UP Academy will be at or above 95% during each academic year. Goal 3: UP Academy will demonstrate its continued effectiveness in earning community approval and support sufficient to ensure the school’s long-term viability and effectiveness. Measure(s): (a) In an annual survey given to all UP Academy parents, 80% will be “very satisfied” or “satisfied” with the overall program at UP Academy. (b) The school will demonstrate its effective service to the community by filling 90% of available seats by September 30th of each year. (3) Faithfulness to Charter Goal 1: Students graduating from UP Academy will leave the school on a successful path to college. Measure(s): (a) By the end of the school’s third year in operation, at least 80% of UP Academy’s 8th grade students who have completed the school’s full program will be accepted into high schools in which over 80% of graduates matriculate to college. (b) By the end of the school’s third year in operation, in a survey given to parents of 8th grade students who have completed the school’s full program, at least 80% will be “very satisfied” or “satisfied” with the preparation for high school provided by UP Academy. Goal 2: Students at UP Academy will acquire the strength of character necessary to achieve their full potential. Measure(s): (a) By the end of the school’s third year in operation, over 80% of 8th grade students will maintain PREP averages of 80 points or higher. (b) By the end of the school’s third year in operation, over 80% of 8th grade students will score a proficient or advanced rating on their Path to College Exit Essays. Goal 3: During its first two years in operation, UP Academy will effectively serve every 7th and 8th grade student who had previously attended the Gavin. Measure(s): (a) During the 2011-12 and 2012-13 academic years, UP Academy students who previously attended the Gavin will be accepted into high schools in which over 80% of graduates matriculate to college at a higher percentage than their peers across the BPS system.

(b) During the 2011-12 and 2012-13 academic years, UP Academy students who previously attended the Gavin will demonstrate higher levels of proficiency on the Math and ELA MCAS exam than their peers across the BPS system. C. NARRATIVE We expect the renewal inspection team to conclude that UP Academy students are acquiring the skills, knowledge and strength of character necessary to succeed on the path to college and to achieve their full potential. UP Academy is a calm, safe and academically-focused school. The staff consistently holds students to high academic expectations, as evidenced by their content, their questioning strategies, and the way they encourage students to work hard. The school staff also holds students to high behavioral expectations, as evidenced by quiet hallways, recognition of students who show strength of character, and teachers who consistently give demerits for off-task behavior. Seamless and detailed operating procedures support these expectations, and the inspection team will find evidence of such procedures, including a homework collection system and a uniform policy that is enforced relentlessly. The team will observe rigorous and standards-based instruction. All moments in class are dedicated to ensuring that students master the daily objective. They will see teachers and administrators analyzing data before making decisions. They will see data-driven tutoring groups, literacy programs, and detentions that enforce expectations and support students to achieve their full potential. Students and staff are joyful and enthusiastic about learning. They will find teachers celebrating students who help others, administrators recognizing academic achievement, and students taking pride in their hard work. Data will show that this strong school culture leads to excellent academic achievement. MCAS data will show that at least 75% of UP Academy students are scoring proficient in ELA and math, and that ELL and students with disabilities are scoring better than their district peers. Additionally, through their hard work and determination, UP Academy students will be improving faster than their district and state peers as evidenced by their median student growth percentile. Finally, 8th grade students will be equipped with the strength of character to embark on a successful path to college. 80% of 8th grade students will have a PREP Score average of 80 or higher and a passing grade on their Path to College Exit Essay. Student tracking data will show that 80% of 8th graders that have been at the school for three or more consecutive years will be accepted into a college preparatory high school. D. DISSEMINATION While UP Academy recognizes that, “the school committee of each district where a Horace Mann charter school is located shall develop a plan to disseminate innovative practices of the charter school to other public schools within the district” (M.G.L. Chapter 71, §89), it also believes that dissemination is key to the success of the education reform movement. In fact, positioning the school to effectively and regularly disseminate its practices to other BPS schools has been a primary motivating factor for the school’s founding team. Therefore, the school will commit resources to help this process. The goal of dissemination will be to document and share UP Academy’s approaches to school culture, curriculum and instruction, data analysis, academic support for all learners, and character development with district, pilot, and other Horace Mann charter schools. Furthermore, as a pioneer of “turnaround” in-district charter schools in Massachusetts, UP Academy will share its approach for the successful planning, start-up, and operation of this type of vehicle for enhancing the education of hundreds of students. UP Academy will take two approaches to dissemination: Individual-level. For teachers, administrators, and other community members.  Open door policy. UP Academy will welcome all visitors to learn best practices through visiting the school.  Teacher partnering possibilities. Pairing UP Academy teachers with other teachers of the same content area to share best practices.  Administrative internships possibilities. Aspiring BPS principals intern for a year at UP Academy. Interns may come from the Boston Principal Fellowship, Building Excellent Schools, and New Leaders for New Schools.  Teaching internship possibilities. Interns may come from the Boston Teacher Residency, the MATCH Teacher Training Program or local university teacher training programs.  Consulting with district school staff. Dissemination of a particular practice or approach to a particular school, as initiated by a teacher or principal.  Sharing of documents, system templates, and curricular materials.

Group-level. For groups of educators or community members.  School visits. Staffs from other schools may observe UP Academy, meet with school leaders to debrief, and utilize best practices.  Partnerships. UP Academy will partner with planning teams of other district schools, including BPS’s existing and future turnaround schools.  Professional development. The school may provide invitations to particular professional development sessions within the school for interested groups.  ANet. School leadership may share interim assessment analysis and preparation practices at ANet meetings.  Conferences, panels, and presentations. UP Academy leaders and teachers may share best practices at public forums.  Collaboration with organizations focused on promoting and sharing innovation. These may include the Project for School Innovation or the Massachusetts Charter Public School Association.  Sharing of documents, system templates, and curricular materials. Again, dissemination will be a priority for UP Academy. As a result, UP Academy will plan to solicit funding to support its dissemination initiatives via grants such as the Massachusetts Charter Dissemination Program.

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL

V. REQUIRED ATTACHMENTS A. DRAFT RECRUITMENT AND RETENTION PLAN (Drafted September 2010, subject to change) Student Recruitment Plan. UP Academy intends to attract and enroll a student population that is reflective of the demographic and academic profile of grades 6-8 across the entire BPS system.88 In Year 1, UP Academy’s recruitment efforts will be first strategically divided into two key target populations:  Population 1: 6th and 7th grade students current enrolled in the Gavin; and  Population 2: A student population reflective of the BPS system. In Year 2 and on a going forward basis, UP Academy’s recruitment efforts will be driven by our desire to enroll a student population reflective of the BPS system (Population 2). The chart below identifies specific strategies that will be used to attract, recruit, and enroll different subgroups of students. As articulated in our full charter application, UP Academy will hold at least twenty information sessions between fall 2010 and summer 2011 to ensure we are reaching all potential students. Further, UP Academy has already developed excellent relationships with community organizations across the city of Boston, where we will: (1) distribute informational flyers, brochures, and applications; and (2) attend relevant community events and meetings to communicate and increase awareness of UP Academy and its program to a broad spectrum of families residing in Boston. Goal to attract, Population 1: Students previously enrolled Population 2: All other students residing in recruit, and at the Gavin the City of Boston. enroll: We aim to enroll at least 90% of those students We aim to enroll a student population that reflects the currently in the 6th and 7th grade at the Gavin, demographic across the entire BPS system. Our goal is including 90% of the 6th and 7th grade to enroll students as high a percentage of students in currently enrolled students within each each demographic group below as there is across the BPS demographic group listed below. system. Strategies, by demographic/demographic group: Students with Send a letter from BPS’s Director of Special  Utilize SPED-PAC and relevant support disabilities Education to all identified students with organizations to reach families who are disabilities and students with IEPs emphasizing seeking intensive school support services; that UP Academy will provide:  Distribute school program flyers and 1. One-on-one meetings with all families of information accentuating UP Academy’s students with disabilities who are intention to serve a large population of currently enrolled in the Gavin; students with disabilities and diverse student 2. Comprehensive support for all learners; learners. 3. Exceptional one-on-one and small sub-  Emphasize comprehensive academic one- separate special education services; and on-one and sub-separate support for 4. A safe, orderly learning environment. students with disabilities and diverse student learners.  Attend relevant community organization meetings to communicate UP Academy’s students with disabilities/diverse student learners programs and supports. LEP students Send a letter in multiple languages from BPS’s  Utilize various non-English language media Director of ELL with emphasis on UP (e.g. radio, newspapers, TV) to communicate Academy’s: UP Academy’s mission, rigorous program 1. ELL program and LEP support services; and designed ELL and LEP programs and 2. One-on-one and small-group services; services.

88 Comparable demographic and academic profiles includes, though not limited to students with disabilities, LEP, free and reduced- price lunch students, as well as those who are sub-proficient on the MCAS, at risk of dropping out of school and have dropped out of school.

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3. Safe, orderly environment;  Establish partnerships with community 4. Intention to meet with all families of members and organizations. current Gavin LEP students with  Attend relevant community organization translators and to have students always meetings and adult English classes to moving towards mastery. provide information on UP Academy.  Distribute non-English language flyers at Family Resource Centers (FRCs), English language classes, ethnic grocery stores and non-English language community organizations and places of worship. Students eligible Send a letter to all families accentuating:  Distribute flyers and leave information at for free or reduced 1. Intention to meet with all families; public libraries, consignment shops, price lunch 2. Easy and simple process for free or Salvation Army, FRCs, food stamp offices, reduced breakfast and lunch programs; community events and places of worship. 3. No tuition or application fees;  Emphasize no tuition, public transportation 4. Public transportation provided by BPS; and free or reduced breakfast and lunch 5. Required uniforms reduce costs and save programs. money. Sub-proficient Send a letter to families from Superintendent: Send a letter to all current Boston families of MCAS students 1. Recognizing the Gavin as a sub-proficient students in the 5th-7th grade age range, school; emphasizing UP Academy’s: 2. Emphasizing intended academic supports  Rigorous academic program; and for all students, including diverse learning  Supports to improve student achievement students; and outcomes quickly. Students at risk of 3. Rigorous academic and behavioral Send a letter to all current Boston 5th-7th grade dropping out of expectations; and aged student families accentuating: school 4. Accentuating partnership with BPS and  A rigorous academic program and strict but collaboration with strong charter and supportive behavioral expectations; and district schools across the nation.  Partnership with BPS. Students who have Not applicable for students currently enrolled Request BPS to provide average numbers of dropped out of in the Gavin. eligible middle school students in BPS who school have dropped out.

UP Academy’s Retention Plan. UP Academy’s identified strategies will be used to maximize the number of students who successfully complete our program in full. UP Academy’s retention plan will focus on three objectives: (1) uphold firm but supportive policies and procedures; (2) ensure proper systems are in place to identify struggling students and get them the support they need; and (3) provide families with regular communication and transparency about their child’s progress. Annual goal for student retention: On an annual basis, UP Academy will retain a higher percentage of students in its school compared to school retention rates across BPS’s other 6th, 7th, and 8th grade programs. Retention Activity Description Interim assessments Each student will take interim assessments every six weeks that will provide a benchmark toward proficiency and a passing grade. Teachers will review the assessments to adjust their instruction and students who are lacking skills will be provided additional supports such as Saturday Academy, tutoring, or literacy support. Regular progress Every two weeks, families will be provided with a progress report of student performance. reports The report will clearly break down performance on every assignment, and will provide a data point to discuss with families. Consistent family Every parent will be contacted at least once every two weeks to communicate progress (or communication lack of progress) in academics and behavior, as well as to discuss possible strategies for improvement. CST referral process Teams of general education teachers, special educators and the DCI - Student Supports will meet on a regular basis to create in-class interventions to address the needs of struggling students. This provides a clear process for addressing challenges early on, and, if

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interventions fail, ensures that a student can be evaluated (with parental permission) to determine if s/he has a disability and needs more extensive supports. Organizational support The school systematically teaches students strategies for being organized, and addresses students’ organizational needs based on referrals from teachers. Therefore, students who are disorganized receive targeted intervention so as to prevent disorganization as being a reason for retention. Behavioral support Students that are struggling behaviorally will receive support from their advisor, one of their teachers, the Dean of Students, or their homeroom teacher. This may include a behavior incentive plan, an in-class accommodation, preferential seating, or more frequent phone calls home. Homework system Homework is collected and recorded every day. Students who fail to complete their homework must go to afterschool Homework Club to complete the next day’s homework. A student’s family is contacted the day a student fails to complete homework, as well as given a weekly report of missed homework in the PREP Report. UP Academy’s high Often a parent does not reenroll their student if the student is not promoted to the next expectations for grade grade. To prevent this outcome, UP Academy will consistently communicate with families promotion regarding the status of their child. Additionally, if retention is necessary, we will, in meetings with the student’s parents, clearly communicate the purpose of retention toward ensuring overall college success and fulfilling potential, in order to gain mutual agreement of the decision. College prep school UP Academy will have a college prep school culture focused on success not only in high culture school, but also in college. Throughout the course of their time at UP Academy, students will be exposed to the advantages of having a high school and college degree, and be educated about the path required to graduate from both. Students’ classrooms will be named after colleges and universities, students will periodically visit local colleges, and the advisory curriculum, especially in the 8th grade, will be highly focused on college prep high school acceptance. This instills in students a desire to stay in school in order to achieve their full potential. Strong relationships Research shows that students who have at least 1 adult that advocates for their achievement with at least 1 adult are more likely to stay in school. At UP Academy, teachers will teach a smaller number of students than at most district schools. This ensures that each teacher is able to build strong relationships with each of his/her students. Additionally, the advisory and homeroom structure provides additional times in the day and week for students, teachers, and families to connect and build the strong relationships necessary for continued school engagement.

B. OPERATING BUDGET: PROJECTED REVENUES AND EXPENDITURES

Charter School: UP Academy Charter School of Boston

Pre- Operational Year 1 Year 2 Year 3 Period FY 2012 FY 2013 FY 2014 FY 2011 MAJOR ASSUMPTIONS A Per Pupil Tuition 8,544 8,544 8,544 B Student Enrollment 462 462 462 C Facility Size (square footage) 117,000 117,000 117,000 D Cost per square foot 6 4 4 E Staff FTE (1.0 FTE= 40 hours) E1. Administrative (Professional) 2.0 2.0 2.0 E2. Administrative (Support/Clerical) 2.0 2.0 2.0 E3. Instructional:Teachers 44.0 42.0 38.0 E3. Instructional:Other (Professional) 6.0 7.0 7.0 E5. Instructional: Paraprofessionals 10.0 8.0 5.0 E6. Instructional: Salaries-Support/Clerical 0.0 0.0 0.0 E7. Other Student Services 3.0 3.0 3.0 E8. Operation and Maintenance of Plant 1.0 1.0 1.0 F Staff FTE: Subtotal: 0.0 68.0 65.0 58.0

Pre- Operational Year 1 Year 2 Year 3 OPERATING REVENUES Period FY 2012 FY 2013 FY 2014 FY 2011 1 Tuition 3,947,518 3,947,518 3,947,518 2 Grants-State 500,000 500,000 500,000 3 Grants-Federal 1,167,486 1,167,486 1,117,486 4 Grants-Private 550,000 300,000 300,000 5 Nutrition Funding-State and Federal 95,348 98,208 101,155 6 Program Fees 0 0 0 7 Contributions, in-kind 800,000 2,579,254 2,654,673 2,732,355 8 Contributions, in-cash 0 0 0 9 Investment Income 0 0 0 10 Transportation Reimbursements 0 0 0 11 Other:Anticipated Incremental Special Education and Start-Up Funds (BPS) 250,000 125,000 0 12 Other: 13 TOTAL OPERATING REVENUES 800,000 9,089,606 8,792,886 8,698,513

OPERATING EXPENDITURES Pre- Operational Year 1 Year 2 Year 3 Administration Period FY 2012 FY 2013 FY 2014 FY2011 14 Salaries-Administrative (Professional) 180,000 190,800 202,248 15 Salaries-Administrative (Support/Clerical) 92,430 95,203 98,059 16 Accounting-Audit 25,000 25,750 26,523 17 Legal 50,000 37,500 38,625 18 Payroll 0 0 0 19 Other Professional Services 20,000 20,600 21,218 20 Information Management and Technology 115,000 30,000 30,000 21 Office Supplies and Materials 90,000 72,100 74,263 22 Professional Development, Administrative/Board 11,000 11,330 11,670 23 Dues, Licenses, and Subscriptions 8,000 8,240 8,487 24 Fundraising 0 0 0 25 Recruitment/Advertising 0 0 0 26 Travel Expenses for staff/board 12,500 12,875 13,261 27 Bank Charges-Current (short term) 0 0 0 28 Purchased Management Services 222,444 229,117 235,991 29 Other:Meetings 17,500 18,025 18,566 30 Other:Services from Unlocking Potential (in-kind) 800,000 0 0 0 31 Subtotal: 800,000 843,874 751,540 778,910

Pre- Year 1 Year 2 Year 3 Operational FY 2012 FY 2013 FY 2014 Period General Special General Special General Special Instructional Services FY 2011 Education Education Education Education Education Education 32 Salaries:Teachers 2,169,862 723,287 2,300,053 627,287 2,364,176 443,283 33 Salaries:Other (Professional) 430,000 90,000 530,000 95,400 561,800 101,124 34 Salaries:Paraprofessionals 105,000 245,000 109,200 182,000 113,568 75,712 35 Salaries:Support/Clerical 0 0 0 0 0 0 36 Contracted Services, Instructional 43,400 52,000 46,762 32,960 50,287 12,731 37 Instructional Technology in Classrooms 82,333 13,667 23,500 4,000 24,205 4,120 38 Instructional Supplies and Materials 320,000 80,000 200,000 32,000 160,000 40,000 39 Testing and Assessment 54,000 27,000 55,620 21,630 55,697 12,731 40 Professional Development, Instructional 51,000 20,000 52,530 16,480 52,515 10,609 41 Dues, Licenses, and Subscriptions 8,550 3,450 8,807 2,833 8,805 1,804 42 Staff Stipends in addition to base salary 00 0 0 00 43 Purchased Management Services 65,291 65,291 65,291 44 Other:Substitutes 00 0 0 00 45 Other:Field Trips and Enrichment 45,000 5,000 48,109 3,391 51,735 1,310 45 Subtotal: 0 3,374,435 1,259,404 3,439,872 1,017,981 3,508,079 703,423

Pre- Operational Year 1 Year 2 Year 3 Period FY 2012 FY 2013 FY 2014 Other Student Services FY 2011 47 Salaries-Other Student Services 165,348 172,408 179,807 48 Health Services 0 0 0 49 Student Transportation (to and from school) 815,892 840,369 865,580 50 Food Services 0 0 0 51 Athletic Services 30,000 30,900 31,827 52 Purchased Management Services 0 0 0 53 Other:Miscellaneous 10,000 10,300 10,609 54 Other: 0 0 0 55 Subtotal: 0 1,021,240 1,053,977 1,087,823

Pre- Operational Year 1 Year 2 Year 3 Operation and Maintenance of Plant Period FY 2012 FY 2013 FY 2014 FY2011 56 Salaries-Operation and Maintenace of Plant 205,082 211,234 217,571 57 Utilities 138,207 142,354 146,624 58 Maintenace of Building and Grounds 102,541 105,617 108,786 59 Maintenance of Equipment 0 0 0 60 Rental/Lease of Buildings and Grounds 0 0 0 61 Rental/Lease of Equipment 0 0 0 62 Captital Debt Services 0 0 0 63 Renovation and Construction 250,000 0 0 64 Acquisition of Capital Equipment 0 0 0 65 Purchased Management Services 0 0 0 66 Other: 00 0 67 Other: 00 0 68 Subtotal: 0 695,830 459,205 472,981

Pre- Operational Year 1 Year 2 Year 3 Fixed Charges Period FY 2012 FY 2013 FY 2014 FY2011 69 Payroll taxes 0 0 0 70 Fringe Benefits 1,029,798 1,060,692 1,092,513 71 Insurance (non employee) 5,000 5,150 5,305 72 Purchased Management Services 0 0 0 73 Other:Services from Unlocking Potential (per SMO contract) 522,142 528,175 534,390 74 Other: 00 0 75 Subtotal: 0 1,556,940 1,594,017 1,632,207

Pre- Operational Year 1 Year 2 Year 3 Community Services (Including Dissemination) Period FY 2012 FY 2013 FY 2014 FY2011 76 Dissemination Activities 12,150 12,515 12,890 77 Civic Activities 12,150 12,515 12,890 78 Subtotal: 0 24,300 25,029 25,780

79 Contingency Fund 0 181,792 175,858 173,970

80 Total Operating Expenditures 800,000 8,957,815 8,517,478 8,383,173

81 Surplus/(Deficit) 0 131,791 275,407 315,341

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C. COMPLETE DRAFT BYLAWS By-Laws of UP ACADEMY CHARTER SCHOOL OF BOSTON A Massachusetts Horace Mann III Public Charter School SECTION 1: General Provisions 1.1 Legal Status. This organization is a public school chartered by the Commonwealth of Massachusetts pursuant to Massachusetts General Laws, Chapter 71, Section 89; the Board of Trustees is a public entity and the members thereof are considered public officials and special state employees of Massachusetts. 1.2 Name and Purpose. The name of the organization is UP Academy Charter School (the “School”). As set forth in the Charter, the mission of the School is to place its students on a successful path to college and instill them with the strength of character needed to achieve their full life potential. 1.3 Charter. The name and purposes of the School shall be as set forth in its Charter, as amended from time to time. The Charter is hereby made a part of these By-Laws, and the powers of the School and of its Trustees and officers, and all matters concerning the conduct and regulation of the affairs of the School, shall be subject to such provisions in regard thereto, if any, as are set forth in the Charter. In the event of any inconsistency between the Charter and these By-Laws, the Charter shall be controlling. All references in these By-Laws to the Charter shall be construed to mean the Charter as from time to time amended. 1.4 Location. The principal office of the School shall be 215 Dorchester Street, South Boston, MA, 02127. The Trustees may change the location of the principal office in The Commonwealth of Massachusetts; provided, however, that no such change shall be effective until the appropriate certificates or other documents are filed with the Secretary of State and/or the Secretary of Education of The Commonwealth of Massachusetts specifying the street address of the new principal office of the School in The Commonwealth of Massachusetts. The Trustees may establish other offices and places of business in Massachusetts or elsewhere as is permitted by law. 1.5 Fiscal Year. Except as from time to time otherwise determined by the Trustees of the School, the fiscal year of the School shall begin on the first day of July in each year and end on the last day of June in the following year. 1.6 Corporate Seal. The common seal is, and until otherwise ordered and directed by the Board of Trustees shall be, an impression upon paper bearing the name of the School, the date “2011” and such other device or inscription as the Board of Trustees may determine. SECTION 2: Board of Trustees 2.1 Powers. A Board of Trustees shall manage the affairs of the School and shall have and may exercise all the powers of the School, except as otherwise provided by law, by the Charter or by these By-Laws. Except as otherwise prohibited by law, the Charter or these By-Laws, and subject to the additional approval of the local school committee or the superintendent where applicable, the exclusive powers of the Board of Trustees shall include but not be limited to the power to: (i) purchase or sell real property, (ii) pledge, assign, create liens on or security interests in the real or personal property of the School, (iii) establish or modify investment policies, (iv) appoint or remove the Principal, (v) hire, from time to time, a Principal and/or a School Management Organization (SMO), in accordance with law, these By-Laws and any relevant management contract, and authorize said Principal or SMO to perform certain specified services for the School, provided, however, that the Board shall not delegate its legal or fiduciary responsibilities to any other person or party, nor shall the Board assign to any person or party any of its responsibilities under the Charter or by law, including without limitation the Board’s responsibilities under Mass. Gen. Laws chapter 71, §89; (vi) determine the general policies of the School in accordance with the school’s charter and state and federal law, and to see their faithful execution, and (vii) manage the financial affairs of the School so as to ensure the School’s financial stability and the continued integrity of its academic programs, including the power to

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL borrow and incur indebtedness for the purposes of the School, and to approve its annual operating and capital budgets. 2.2 Responsibilities. Since the Board holds the charter from the state, members of the Board of Trustees shall: (i) comply with all applicable laws and regulations, (ii) ensure that the School is an academic success, organizationally viable, faithful to the terms of its charter, and earns charter renewal. 2.3 Number of Trustees. The Board of Trustees shall consist of no fewer than seven and no more than fifteen. The Trustees shall be elected in accordance with Section 2.6. 2.4 Term of Office of Trustees. All Trustees shall hold office for three years from the time of their election and thereafter until their respective successors are chosen and qualified, provided that the initial Board was elected to and shall serve terms of one, two or three years to allow for the rotation of one-third of the Trustees each year. 2.5 Term Limits. Trustees may be elected to successive terms. Trustees may serve up to three consecutive three-year terms, provided that each Trustee shall be duly elected for each term in accordance with Section 2.6. 2.6 Election of Trustees. Trustees shall be elected by the Board of Trustees at any meeting of the Board of Trustees by the affirmative vote of two-thirds (2/3) of the Trustees present at a meeting at which a quorum is present. A Trustee elected to fill an unexpired term shall have tenure only to the end of such term. The Board of Trustees may exercise all their powers notwithstanding the existence of one or more vacancies in the Board. Vacancies in any office may be filled by the Board of Trustees. 2.7 Resignation and Removal. Any Trustee may resign at any time by delivering a written resignation to the Chair of the Board or to the School at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. To facilitate the election of new Trustees, the School formally encourages Trustees intending to resign or to decline nomination to provide notice of the Trustee's intent as much in advance of the annual meeting as possible. Any Trustee may be removed from office with or without cause by an affirmative vote of two-thirds (2/3) of the Trustees then in office. A Trustee may be removed for cause only after reasonable notice and an opportunity to be heard by the Board of Trustees. 2.8 Open Meeting Law. All meetings of the Board, whether regular, special or annual, require that notice be given of the time, date and location of each meeting and a listing of the topics the Chair reasonably anticipates will be discussed at the meeting, in accordance with Open Meeting Law (M.G.L. c. 30A, § 18-25), as amended from time to time, or any successor statute. Except as otherwise permitted by M.G.L. c. 30A, § 18-25, (i) any deliberation (which includes any oral or written communication through any medium, including email) between or among a quorum of the Trustees with respect to any matter within the Board’s jurisdiction shall be open to the public and (ii) no executive session shall be held until (a) the Board of Trustees shall have first convened in an open session for which notice shall have been given in accordance with law, (b) a majority of the Trustees at such meeting shall have voted to go into executive session, (c) the vote of each Trustee shall have been recorded on a roll call vote and entered into the minutes, and (d) the Chair (or other person presiding over the meeting) shall have cited the purpose of the executive session, stating all subjects that may be revealed without compromising the purpose for which the executive session was called, and shall have stated whether or not the Board of Trustees shall reconvene after the executive session. Executive sessions may be held only for purposes permitted by law. 2.9 Annual Meeting. The Trustees shall meet annually in the month of June at the principal office of the School, or at such place and at such time as the Board of Trustees shall determine, except that such date shall not be a legal holiday. If the annual meeting is not held in the specified month, the Trustees may hold a special meeting in place thereof, and any business transacted or elections held at such meeting shall have the same force and effect as if transacted or held at the annual meeting. Notice of the annual meeting setting forth the date, time, and place of any such meeting shall be mailed or emailed to all Trustees at the Trustees' usual or last known business or home address or email address not less than seven (7) days prior to the date of the annual meeting.

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2.10 Regular Meetings. Regular meetings of the Trustees may be held without call or notice to the Trustees at such places and times as the Trustees may from time to time determine; provided, however, that any Trustee who is absent when such determination of a future meeting is made shall be given notice as provided in Section 2.12 of these By-Laws. The Trustees shall hold no fewer than four regular meetings annually. 2.11 Special Meetings. Special meetings of the Trustees may be held at any time and place when called by the Chair of the Board or by two or more Trustees. Notice of any special meeting shall be given as provided in Section 2.12 of these By-Laws. 2.12 Notice of Meetings. Public notice of such meetings shall be given as required by law (M.G.L. c. 30A, § 18-25). Notice of the date, time and place of all regular and special meetings of the Trustees shall be given to each Trustee by the Chair or the Clerk or, in case of the death, absence, incapacity or refusal of the Chair or the Clerk, by the officer or one of the Trustees calling the meeting. Such notice shall be given to each Trustee in person or by telephone, telegram, facsimile transmission or email sent to such Trustee's usual or last known business or home address at least twenty-four (24) hours in advance of the meeting, or by mail addressed to such business or home address and postmarked at least forty-eight (48) hours in advance of the meeting. Except as required by law, notice of any meeting of Trustees need not be given: (i) to any Trustee who, either before or after the meeting, delivers a written waiver of notice, executed by the Trustee which is filed with the records of the meeting; or (ii) to any Trustee who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. Except as otherwise required by law, the Charter, or these By-Laws, a notice to Trustees or waiver of notice by Trustees need not specify the purpose of any regular or special meeting unless such purpose is (i) the amendment or repeal of any provision of the Charter or these By-Laws or (ii) the removal of a Trustee or an officer. 2.13 Records. The Board will maintain a record of every meeting including the date, time and location of the meeting, the members present or absent, a summary of the discussions on each subject, a list of documents and other exhibits used at the meeting, and the decisions made and actions taken at the meeting, including votes taken. These records shall comply with the Open Meeting Law (M.G.L. c. 30A, § 18-25). 2.14 Board Attendance Policy. The School formally encourages Trustees to attend every meeting of the Board of Trustees. In the event a Trustee cannot attend a meeting he is encouraged to notify the person who will be running the meeting (usually the Chair or Vice Chair of the Board) of his intended absence by 12 p.m. on the day of the meeting (a “Notified Absence”). A Trustee will be deemed to have an attendance problem if any of the following conditions occur: A) two consecutive un-notified absences; B) Three consecutive Notified Absences; or C) Absences of any character which together constitute absence from one-third of the Board meetings in a single fiscal year. If a Trustee does violate the policy in any one of the three manners described above, the Chair will bring the matter to the Board for discussion and vote on possible removal of the Trustee in accordance with Section 2.7 above. 2.15 Action at Meetings; Recusal. 2.15.1 Quorum, Voting. A majority of the Trustees then in office shall constitute a quorum, but a lesser number may, without further notice, adjourn the meeting to any other time. At any meeting of Trustees at which a quorum is present, the vote of a majority of those Trustees present shall decide any matter unless the Charter, these By-Laws or any applicable law requires a different vote. A special majority (2/3 vote) is required in, but not limited to, the following circumstances: (i) the election or removal of Trustees, (ii) the alteration of, amendment to or repeal of these By-Laws, and (iii) the adoption of new By- Laws. 2.15.2 Recusal. A Trustee shall promptly disclose to the Board of Trustees the material terms of any proposed transaction involving the School with respect to which such Trustee may have a conflict of interest. The disclosure shall include all material facts regarding the terms of the transaction, the interest of the School in the transaction, the interest of the Trustee in the transaction, and any relationship that the Trustee may have with other parties involved in the transaction. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Trustees or of a committee thereof

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which authorizes, approves or ratifies the contract or transaction. However, any common or interested person shall recuse himself or herself from any vote regarding the transaction and shall not participate in any discussion of the merits of the transaction during any meeting of the Board of Trustees, provided that the Trustee may answer factual questions regarding any matter required to be disclosed to the Board of Trustees under this Section 2.15.2. 2.16 Committees. The Trustees may elect or appoint such committees (which may include individuals who are not Trustees of the School) as they may from time to time determine necessary or advisable, and may delegate, to the extent permitted by law, the Charter or these By-Laws, such powers and duties thereto as they may deem advisable; provided, however, that any committee to which the powers of the Trustees are delegated shall consist solely of Trustees; and further provided, that all committees shall be chaired by a Trustee. There shall initially be a governance committee, a development committee and a finance committee. At any meeting of a committee a quorum for the transaction of all business properly before the meeting shall consist of a majority of the elected members of such committee. Any committee may, subject to the approval of the Board of Trustees, make further rules for the conduct of its business. However, unless otherwise provided by vote of the Board of Trustees or by rules established by the Board of Trustees. The members of any committee shall serve on such committee at the pleasure of the Trustees. Meetings of any committees shall comply with the Open Meeting Law (M.G.L. c. 30A, § 18-25). SECTION 3: Officers 3.1 Officers and Agents. The officers of the School shall consist of a Chair of the Board of Trustees, a Vice Chair, a Treasurer, a Clerk, and such other officers as the Trustees may determine from time to time. The School may also have such agents, if any, as the Trustees may appoint. 3.2 Election and Tenure. The Chair, Vice Chair, Treasurer and Clerk shall be elected annually by the Trustees at the annual meeting of the Board of Trustees. Any other officers deemed necessary or desirable by the Trustees may be elected by the Trustees at any time. Except as otherwise provided by law, the Charter or these By-Laws, all officers shall hold office until the next annual meeting of the Trustees or the special meeting held in lieu thereof, and thereafter until their respective successors are chosen and qualified, unless a shorter term is specified in the vote electing or appointing them. If the office of Chair, Vice Chair, Treasurer or Clerk becomes vacant, the Trustees shall elect a successor; if any other office becomes vacant, the Trustees may elect a successor. Each such successor shall hold office for the unexpired term and in the case of the Chair, Vice Chair, Treasurer and Clerk until a successor is chosen and qualified, or in each case until the officer sooner dies, resigns, is removed or becomes disqualified. 3.3 Resignation and Removal. Any officer may resign by delivering a written resignation to the Chair (in the case of resignation of the Chair, to the Vice Chair) or to the School at its principal office and such resignation shall be effective upon receipt, unless it is specified to be effective at some later time. The Trustees may remove any officer with or without cause by a vote of a majority of the Trustees then in office. An officer may be removed for cause only after reasonable notice and an opportunity to be heard by the Board of Trustees. 3.4 Chair of the Board. The Trustees shall elect a Chair of the Board of Trustees. Except as otherwise provided by law, the Charter or these By-Laws, the Chair shall hold office until the next annual meeting of the Trustees or the special meeting held in lieu thereof, and thereafter until his successor is chosen and qualified, unless a shorter term is specified in the vote electing or appointing them. The Chair shall establish the agenda for all meetings of the Board of Trustees in consultation with the Principal and, as appropriate in the discretion of the Chair, other members of the Board of Trustees. The Chair shall preside over all meetings of the Board of Trustees and shall have such other powers as the Board of Trustees shall determine. In the absence of the Chair at any meetings of the Board, the Vice Chair shall exercise the rights and perform the function of the Chair. 3.5 Vice Chair. The Vice Chair shall assist the Chair in overseeing the functions of the Board, and shall have such other powers as the Board of Trustees shall determine. In the absence of the Chair at any meetings

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL of the Board, the Vice Chair shall exercise the rights and perform the function of the Chair. The Vice Chair shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Trustees. 3.6 Treasurer. The Treasurer shall oversee the general financial affairs of the School, subject to the direction and control of the Board of Trustees. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Trustees. 3.7 Clerk. The Clerk shall record and maintain records of all proceedings of the Trustees in a book or series of books kept for that purpose and shall give such notices of meetings of Trustees as are required by the Charter, these By-Laws or by law. The Clerk shall have such other powers and duties as are usually incident to that office and as may be vested in that office by, these By-Laws or by the Trustees. The Clerk shall be a resident of The Commonwealth of Massachusetts, unless the School shall appoint a resident agent for the service of process. In the absence of the Clerk from any meeting of Trustees, a temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk. 3.8 Other Officers. Other officers shall have such duties and powers as may be designated from time to time by the Trustees. SECTION 4: Compensation and Personal Liability 4.1 Compensation. No Trustee or officer shall receive any compensation for services rendered as a Trustee or officer. 4.2 No Personal Liability. No Trustees or officers of the School shall be personally liable for any debt, liability or obligation of the School. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the School, may look only to the funds and property of the School for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the School. SECTION 5: State Conflicts of Interest Requirements 5.1 State Conflicts of Interest Requirements. Trustees are special state employees and must comply with the requirements of the State Conflicts of Interest Law at M.G.L. c. 268A. Trustees shall file annual disclosure statements and all other disclosures required by law with the State Ethics Commission of the Commonwealth of Massachusetts, the Department of Elementary and Secondary Education of the Commonwealth of Massachusetts and the Clerk of the City of Boston. SECTION 6: Miscellaneous Provisions 6.1 Execution of Instruments. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the School shall be signed by the Chair or by the Treasurer or by the Clerk. 6.2 Corporate Records. The records of all meetings of Trustees, the names and addresses of the Trustees and officers of the School, and the originals or attested copies of the Charter and the By-Laws of the School shall be kept in Massachusetts at the principal office of the School or of the Clerk, but such corporate records need not all be kept in the same office. SECTION 7: Indemnification 7.1 Generally. The School shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Trustee, Chair, Vice Chair, Treasurer, Clerk or other officer of the School, each person who may serve or who has served at the request of the School as a Trustee, officer, employee or other agent of another organization, and each person who may serve or has served at its request in a capacity with respect to any employee benefit plan (collectively, "Indemnified Officers" or individually, "Indemnified Officer"), against all expenses and liabilities, including, without limitation, attorneys’ fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a "proceeding") in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless a majority of the full Board of Trustees authorized the proceeding); provided, however, that no indemnification shall be provided to such Indemnified Officer with respect to any matter as to which such Indemnified Officer shall have been finally adjudicated in any proceeding (i) to have breached the Indemnified Officer's duty of loyalty to the School, (ii) not to have acted in good faith in the reasonable belief that such Indemnified Officer's action was in the best interest of the School, (iii) to have engaged in intentional misconduct or a knowing violation of law, or (iv) to have engaged in any transaction from which the Indemnified Officer derived an improper personal benefit; and further provided, that any compromise or settlement payment shall be approved by the School in the same manner as provided below for the authorization of indemnification. Any person who at the request of the School may serve or has served another organization or an employee benefit plan in one or more of the foregoing capacities and who shall have acted in good faith in the reasonable belief that his or her action was in the best interests of such other organization or in the best interests of the participants or beneficiaries of such employee benefit plan shall be deemed to have acted in such manner with respect to the School. 7.2 Advances; Repayment. Such indemnification may, to the extent authorized by the Board of Trustees of the School, include payment by the School of expenses, including attorneys' fees, reasonably incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the Indemnified Officer to repay such payment if not entitled to indemnification under this Section which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment. 7.3 Authorization. The payment of any indemnification or advance shall be conclusively deemed authorized by the School under this Section, and each Trustee and officer of the School approving such payment shall be wholly protected, if: (i) the payment has been approved or ratified (1) by a majority vote of the Trustees who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more Trustees who are not at that time parties to the proceeding and are selected for this purpose by the full Board (in which selection Trustees who are parties may participate); or (ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the School) appointed for the purpose by vote of the Trustees in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the Trustees then in office; or (iii) the Trustees have otherwise acted in accordance with the standard of conduct applied to Trustees under Chapter 180 of the Massachusetts General Laws, as amended from time to time; or (iv) a court having jurisdiction shall have approved the payment, 7.4 Heirs, Executors and Administrators. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder. 7.5 Non-Exclusive Rights. The right of indemnification under this Section shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this Section shall affect any rights to indemnification to which School employees, agents, Trustees, officers and other persons may be entitled by contract or otherwise under law. 7.6 Adverse Amendments. No amendment or repeal of the provisions of this Section which adversely affects the right of an Indemnified Officer under this Section shall apply to that Indemnified Officer with respect to the acts or omissions of such Indemnified Officer that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.

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7.7 Employees and Agents. To the extent legally permissible, the School may indemnify any employee or agent of the School to the extent authorized by the Board of Trustees by an affirmative vote of a majority of the Trustees entitled to vote. The foregoing provisions of this Section 7 shall apply to any indemnification of any employee or agent under this Section 7.7. 7.8 Insurance. The School shall purchase and maintain a Directors and Officers Liability Insurance Policy to provide for coverage in the case of personal liability of an Indemnified Officer. SECTION 8: Staff 8.1 Staff. Subject to the additional approval of the local school committee or the superintendent where applicable. the Board shall hire, and have the ability to remove, a Principal, who shall oversee the operations of the School and shall hire and supervise all other staff. The Principal shall have the duties assigned to him in his employment contract. SECTION 9: Amendments 9.1 Amendments. These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted, by an affirmative vote of two-thirds (2/3) of all Trustees then in office, at any annual meeting of the Trustees or special meeting of the Trustees; provided, however, that notice shall be given in the notice of the meeting that an alteration, amendment or repeal of the By-Laws, or that new By-Laws may be adopted, will be proposed. Amendments to these By-Laws shall become effective immediately on their adoption or at such later time as specified in the amendment, contingent upon approval by the Department of Elementary and Secondary Education and, to the extent required by law, the local school committee, the superintendent, and/or teacher’s union. SECTION 10: Non-Discrimination 10.1 Non-Discrimination. In the employment of persons, in the enrollment of students and the conduct of its programs, in the appointment of Board members, and in the administration of public assemblies, performances, exhibits and events, the School will not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, age, ancestry, athletic performance, special need, or proficiency in the English language or a foreign language, and academic achievement.

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D. COMPLETE DRAFT ENROLLMENT POLICY UP Academy’s Enrollment Policy. As an in-district charter school, UP Academy is a public school that is open to all students on a space available basis. When recruiting or admitting students, UP Academy does not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, age, ancestry, athletic performance, special need, proficiency in the English language or a foreign language, or academic achievement. M.G.L. c. 71, § 89; 603 CMR 1.06 (1). Moreover, UP Academy will not set enrollment requirements that are intended to discriminate or that have the effect of discriminating based upon any of these characteristics. Expansion Plans. UP Academy has no plan to expand beyond the anticipated enrollment numbers cited in section III(A). Admissions Criteria Eligibility. UP Academy requires: 1. Candidates for admission to apply for the grade immediately following their current grade and to successfully complete their current grade to be admitted. 2. Candidates to be residents of Massachusetts at the time that they submit an application. Priority. In accordance with M.G.L. c. 71, § 89; 603 CMR 1.06 (4)(h) enrollment in UP Academy will be conducted in the following order of preference: 1. In year 1: any student actually enrolled in the Gavin on the date that the final charter application is filed with the Massachusetts Board of Education[3]. This requirement does not apply in subsequent years. 2. In year 1: siblings of students actually enrolled in the Gavin on the date that the final charter application is filed with the Massachusetts Board of Education. In all subsequent years: siblings of students actually enrolled in UP Academy at the time of application to the school. 3. Other students enrolled in the public schools of the district, including charter schools; and then 4. Other resident students (e.g., students enrolled in private schools.) UP Academy will not: 1. Give preferences to children of staff members, members of the Board of Trustees, or members of Unlocking Potential’s Board of Directors; 2. Give preference to siblings of students accepted to the school but not yet enrolled; 3. Take any actions or make any statements that discourage parents/guardians of students with disabilities, students with limited English proficiency or any other protected group of students from submitting an application. M.G.L. c. 71, § 89; 4. Administer tests to potential applicants or predicate enrollment on results from any test of ability or achievement; 5. Require obligatory attendance at informational meetings or interviews prior to enrollment; 6. Mandate an application fee for admission. 7. Use financial incentives to recruit students. Application. While UP Academy is a free-tuition, public, in-district charter middle school, all eligible families must apply by submitting an information-based application to enroll for the 2011-12 academic year, regardless of previous enrollment at the Gavin. We have developed an easy and quick information-based application[1], which will be available to families by November 1, 2010. Our initial application will clearly indicate that our charter is pending state approval.

[3] These students will be guaranteed a seat as long as a valid application is submitted by the application deadline. [1] See section V(E)(1) – UP Academy Application Form for 2011-12 academic year (subject to change)

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To ensure that all families have a just chance to apply, UP Academy will assist families throughout the application process. Assistance may include, but is not limited to, providing a straightforward application translated into multiple languages, answering applicants’ questions via information sessions for interested families, and requesting additional information when incomplete or illegible applications are submitted prior to the application deadline. While UP Academy seeks to serve a broad spectrum of underserved families, in the following cases, UP Academy procures the right to mark applications void, effective immediately wherein an applicant: 1. Fails to meet eligibility criteria; 2. Intentionally provides false, inaccurate, or misrepresented information; and/or 3. Submits to UP Academy, or UP Academy receives, his/her application after the application deadline. Tracking Applications. To ensure accurate and effective student application records, UP Academy will develop its own system (e.g., in an Excel spreadsheet) or purchase an Application Received Tracking System (e.g., Breuer or Power Schools). This system will include student records regarding real-time status of their application (e.g. accepted, applied, waitlisted, enrolled, withdrew or loss of seat.) Community Outreach. UP Academy has developed a comprehensive recruitment plan, outlined in section V(A), to provide information about the school to potential applicants and their families throughout the year. As a part of this plan, UP Academy will host information sessions for interested applicants and their families. Prior to enrollment, UP Academy strongly advises parents/guardians and students to attend one information session. For the 2011-12 academic year, UP Academy will hold multiple information sessions, starting as early as October 2010 up through the last application deadline. Sessions will be approximately 3 hours in length and will discuss the program and culture of UP Academy. UP Academy will strive to make accommodations for all families, for example, by offering sessions at various times of the day and by providing both written and oral translations for families. A Q&A session will be included. Application and Enrollment Process. As described above, in its first year of operation (2011-12 academic year), UP Academy will give enrollment priority to all students actually enrolled in the Gavin on the date that the final charter application is filed with the Massachusetts Board of Education. A public lottery, as described below, will be used to fill the remaining available seats. UP Academy will, in accordance with DESE laws and regulations, give reasonable public notice, of at least one month, of all application deadlines. 603 CMR 1.06 (3). For tentative application deadline dates and times for the 2011-12 academic year, please see Public Lottery Process chart below. Interested families will have the option to submit completed applications: (1) by mail; (2) in-person, dropped off at UP Academy, 215 Dorchester Street, South Boston, MA 02127-2897; (3) by fax; or (4) online via UP Academy’s website. Public Lottery. UP Academy’s proposed enrollment policy includes plans for a public lottery that is open, fair, and in accordance with the charter school statute and regulations. Annually, UP Academy will define the number of seats available for a given year by grade level. If the number of eligible applicants exceeds the number of available seats for a given year, UP Academy will hold a public lottery shortly after its first application deadline. At least one week notice will be given prior to each lottery. Prior to a lottery, names of eligible applicants will be separated into three lotteries, by grade: 6th grade lottery, 7th grade lottery, and 8th grade lottery. Within each grade-level lottery, applicants will be separated into three groups, by type:  Siblings: Siblings of student actually enrolled;  Others (district): Other students enrolled in the public schools of the district;  Others (resident): Other resident students. On the day of the lottery, the number of available seats, by grade, will be announced. Student names will be drawn by an outside third party unaffiliated with UP Academy and Unlocking Potential. All names will be

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL drawn and assigned a number. To adhere to the required prioritization, for each grade-level lottery, names will be drawn from each group in the following order: Siblings, Others (district), Others (resident). All eligible applicant names drawn after all available seats are filled will be placed on an active waiting list that preserves the order in which names were drawn. UP Academy will maintain an active waiting list for each grade until the anticipated academic year is underway. Immediately following the lottery, each eligible applicant will be assigned a status:  Accepted. Student’s name has been drawn and accepted to attend UP Academy via a public lottery.  Waitlisted. Student who was not initially admitted via a public lottery. Whether or not the family is present at the lottery, the accepted or waitlisted student and his/her family will be sent a written letter within 48 hours, notifying them of their admissions status. Public Lottery Process and Notification. Annually, UP Academy may choose to hold more than one lottery so that it is available to all Boston district families. Even when all available seats are filled, additional lotteries will serve to build the waiting list. In addition to allowing students the chance of enrollment if a student withdraws or fails to return confirmation, long waiting lists prove the need for the school and may help in replication applications, if desired. The following is a tentative list of application deadlines and public lottery dates (all public lotteries will start promptly at 6:00pm and be held at the school, 215 Dorchester Street, South Boston, MA 02127). At least one week notice will be given. Application deadlines will be on a rolling-basis. In other words, if UP Academy receives an application two days after an application deadline, the application will be included in the subsequent public lottery. Application Lottery Drawn Families Sent Deadline to Student Enrolled Deadline (Every other Wednesday at Notification of Submit Intent to and “Attending” (Every other Friday, 6:00pm) Enrollment Enroll Form as of applications due at the school Decision by 4:00pm) 1 Feb. 25/Mar. 4, 2011* Mar. 9, 2011 Mar. 11, 2011 Mar. 21, 2011 Mar. 22, 2011 2 Mar. 18, 2011 Mar. 23, 2011 Mar. 25, 2011 Apr. 4, 2011 Apr. 5, 2011 3 Apr. 1, 2011 Apr. 6, 2011 Apr. 8, 2011 Apr. 18, 2011 Apr. 19, 2011 4 Apr. 15, 2011 Apr. 20, 2011 Apr. 22, 2011 May 2, 2011 May 3, 2011 5 Apr. 29, 2011 May 4, 2011 May 6, 2011 May 16, 2011 May 17, 2011 6 May 13, 2011 May 18, 2011 May 20, 2011 May 30, 2011 May 31, 2011 7 May 27, 2011 Jun. 1, 2011 Jun. 3, 2011 Jun. 13, 2011 Jun. 14, 2011 8 Jun. 10, 2011 Jun. 15, 2011 Jun. 17, 2011 Jun. 27, 2011 Jun. 28, 2011 9 Jun. 24, 2011 Jun. 29, 2011 Jul. 1, 2011 Jul. 11, 2011 Jul. 12, 2011 10 Jul. 8, 2011 Jul. 13, 2011 Jul. 15, 2011 Jul. 25, 2011 Jul. 26, 2011 11 Jul. 22, 2011 Jul. 27, 2011 Jul. 29, 2011 Aug. 8, 2011 Aug. 9, 2011 *Date depending on charter approval. Accepted and Waitlisted Students. All accepted students/families must confirm in writing their intent to enroll. To confirm enrollment or waitlist status, families must return the respective forms (1) by mail; (2) in-person; or (3) by fax. UP Academy will not accept verbal confirmation or confirmation via e-mail. 1. Within 10 days after notification of status is sent to families, the following materials must be submitted to UP Academy:  Accepted students: Intent to Enroll Form  Waitlisted students: Waitlist Confirmation Form if student intends to enroll if accepted at a later date Families of students who are not currently enrolled in a BPS school will be notified of BPS’s proof of residency requirements and registration process (described below). All enrolled students must be registered with BPS prior to being officially assigned to UP Academy by BPS.

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2. All confirmed accepted students will then have 30 calendar days to return UP Academy’s complete Enrollment Packet or the student may forfeit his/her seat. After this deadline, UP Academy will update each applicant’s status, as necessary.  Enrolled. An accepted student (whether initially accepted or moved off the waitlist) who has confirmed acceptance and confirmed intention to enroll in and attend UP Academy.  Loss of Seat. An accepted student who has not: (1) confirmed intention to enroll by the deadline; or (2) provided the school with the necessary information by a given deadline (e.g. proof of residency or enrollment packet). This also applies to a waitlisted student who has not: (1) confirmed intention to remain on the waitlist by the deadline; or (2) confirmed proof of residency or intention to enroll if accepted.  Withdrew: [7] A student (whether accepted or on the waitlist) who has decided to not enroll or does not intend to enroll in UP Academy. Any changes in status will be communicated to applicants and their families in writing. 3. Pre-enrollment data will be submitted to the DESE by the required March deadline. M.G.L. c. 71, § 89(o), and 603 CMR 1.09(4). Student enrollment data for the prior academic year will be reported to the district by October 1st. Waiting List Policy. Waitlisted students must confirm that they will remain on the waiting list and intend to enroll if accepted. If applicable, waitlisted students will be notified of an offer of admission in a written letter. If a waitlisted student is not admitted for a given year, s/he must reapply the following year. In other words, waitlist numbers do not roll-over. Vacancies. Prior to the start of the academic year, UP Academy will fill all vacancies with the next available waitlisted student for the grade in which the vacancy occurs. In the case that there is no waitlist, UP Academy will publicize the open seat(s) to other district students, and then to students in other districts, until the seat(s) is(are) filled. UP Academy will continue to attempt to fill any seats that become vacant throughout the academic year. When a 6th or 7th grade seat becomes vacant, in conformance with M.G.L. c. 71, § 89; 603 CMR 1.06 (4)(d), we will attempt to fill this seat through February 15th. For vacancies in 8th grade, and 6th and 7th grade vacancies not filled by February 15th, UP Academy will decide whether or not to fill the vacancy at the time that the vacancy occurs. Confirming Residency (applies only to applicants who are not currently enrolled at a BPS school).[8] Prior to enrolling in UP Academy, the student’s parents or legal guardian must prove legal residence in the City of Boston in order to comply with BPS’s Residency Policy and Enforcement. The registration process should be completed at one of BPS’s FRCs. UP Academy will not require proof of residency prior to public lotteries, as this may restrict a family’s ability to apply. Students who fail to meet residency requirements cannot be officially assigned to UP Academy.

[7] A student may withdraw from UP Academy at any time and enroll in a BPS school. [8] UP Academy requires proof of residency except in the case of homeless students.

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E. ADDITIONAL ATTACHMENTS (1) Application for Admission

A draft of the UP Academy Application Form for the 2011-12 academic year is included on the following page.

Currently accepting applications

For 6th, 7th and 8th grades for the 2011-2012 school year. UP Academy Charter School of Boston is open to all students residing in the City of Boston. Our Program: UP Academy Charter School of Boston will ensure that its students  Tuition-free acquire the knowledge, skills, and strength of character necessary to  College preparatory succeed on the path to college and to achieve their full potential.  Extended school day and year  High academic expectations How-To Apply:  Safe, orderly learning environment (1) Fill out student and family information below. (2) Seats are limited. Apply immediately! The first application

 Supports for all learners deadline is March 4, 2011, at 4:00 pm.  Supportive disciplinary system (3) Return completed application either:

The school will be located at: Option 1. By mail to: UP Academy Charter School of Boston, PO Box 52131, Boston, MA 02205-2131 215 Dorchester Street South Boston, MA, 02127 Option 2. In-person to: The main office at the Gavin Middle School, 215 Dorchester St, South Boston, MA 02127 (current Gavin Middle School building) Option 3. By fax to: (617) 765-0446.

In partnership with Boston Public Schools For further questions, please call us by phone: (617) 959-7064 Learn more at: www.unlocking-potential.org

STUDENT INFORMATION

Student Name: ______First Middle Last

Grade your child is applying for (2011-2012) school year: □ 6th □ 7th □ 8th Prior to August 2011, your child must have successfully completed the 5th, 6th or 7th grade.

Gender: □ Male □ Female Date of Birth: _____ /_____ /_____ Month Day Year

Current School: ______Language spoken at home (optional):______School name

FAMILY INFORMATION

Parent/Guardian Name: ______Relationship to student: ______First Last Lives with child (Please check): □ Phone: (_____)______(_____)______(_____)______Email: ______Home Work Cell Preferred phone #: □ Home □ Work □ Cell

Child’s Home Address: ______Street number and name City State Zip code

Name(s) of sibling(s) also applying to UP Academy: ______Please note that each child needs to submit a separate application. First Last Confirmation. You must receive a confirmation that the application was successfully submitted. An UP Academy representative will contact you by phone within 1 week of receiving your application. IMPORTANT! If you do not receive a confirmation phone call within 1 week: We did not receive your application and you must re-apply to be considered for enrollment. (It is the family’s responsibility to notify UP Academy of changes to addresses and phone numbers.) How did you hear about our school? □ Boston Public Schools □ Friend □ Radio/Television □ Community Center □ Newspaper □ Other (please specify): ______

For Office Use Only: UP Academy does not discriminate on the basis of race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical Date received: disability, age, ancestry, athletic performance, special need, proficiency in the English language or a foreign language, or academic achievement. ______84

(2) Distinction Between Role of Board, UP Academy Administration, and BPS

Unlocking Potential, as the proposed SMO, will play a role in the four areas of operation outlined below. Given that the application requirements asked to delineate between the roles of the Board, UP Academy Administration, and BPS in this section, thus we have not included Unlocking Potential’s involvement in these areas. For additional information on Unlocking Potential’s role, see section III(C)(6). Areas of Operation Board of Trustees Administration BPS (School District) Curriculum  Sets policies in line  Responsible for  Consults with with charter mission designing course school about best which define the offering and scope practices in district parameters of and sequence of all curriculum and courses instructional practice  Accountable for all in the school curriculum and instructional documents and practices Personnel Decisions  Sets policies in line  Responsible for staff  Consults with with charter mission hiring plan, criteria, school on hiring which define the and retention profile for highly parameters of decisions outside of qualified teachers effective hiring plan school leader  In accordance with  Responsible for MOU, informed of selecting the school major hiring leader decisions including school leader Budget Allocation  Sets policies in line  Responsible for  Consults with with charter mission developing school on which define the operational and developing parameters of a staffing budget budgeting viable budget parameters  Responsible for approving final budget Vendor Selections  Sets policies in line  Responsible for  Consults with with charter mission selecting and school on providing which define the evaluating school preferred vendors parameters of vendors effective vendor selection and evaluation

(3) Roles and Responsibilities of UP Academy’s Leadership Team

Position Organization Functional Area Specific Responsibility Unlocking Develop and implement fundraising systems CEO Fundraising Potential and procedures Unlocking Manage individual, foundation, corporate, CEO Fundraising Potential and governmental giving

Unlocking Participate in development of resource CEO Fundraising Potential development strategies & goals Plan and execute cultivation and fundraising Unlocking CEO Fundraising events including open houses, special Potential receptions, etc. Unlocking CEO Fundraising Pursue private grant opportunities Potential Unlocking Assist with school’s marketing and public CEO PR/Marketing Potential relations efforts Unlocking CEO PR/Marketing Build relationships with local media Potential Unlocking CEO PR/Marketing Develop development newsletter Potential Unlocking Schedule non-parent visits (donors, CEO PR/Marketing Potential foundations, etc.) Unlocking Provide ongoing coaching and support to CEO Program Potential UP Academy's Principal and Deans Unlocking Regulatory CEO Draft DOE-mandated annual report Potential Compliance Director of Unlocking Review and update enrollment policies Administrative Operations Potential annually Director of Unlocking Finance Oversee all fiscal planning Operations Potential Director of Unlocking Finance Oversee development of budget Operations Potential Director of Unlocking Participate in development of financial Finance Operations Potential procedures and protocol Director of Unlocking Participate in financial report development Finance Operations Potential and financial analysis Director of Unlocking Real estate Manage all real estate-related financing Operations Potential Director of Unlocking Real estate Plan for future facility needs Operations Potential Director of Unlocking Regulatory Create and track progress against DOE Operations Potential Compliance Accountability Plan Unlocking Director of Talent HR Establish personnel policies Potential Unlocking Director of Talent HR Manage all HR paperwork Potential Unlocking Director of Talent HR Oversee all hiring Potential Unlocking Oversee the process through which new Director of Talent HR/ Management Potential hires are successfully onboarded Unlocking Director of Talent PR/Marketing Develop and manage web site Potential DCIs UP Academy HR/ Management Manage teachers Complete observations and evaluation DCIs UP Academy HR/Management process for all teachers Design and implement professional DCIs UP Academy HR/Management development program Review and provide feedback on teachers’ DCIs UP Academy HR/Management lesson plans and curricula Support collaboration among teachers DCIs UP Academy HR/Management across content areas Support teachers on daily basis regarding all DCIs UP Academy HR/Management instructional and curricular issues

Assist in developing advanced work for all DCIs UP Academy Program students and promote opportunities to challenge more capable students Communicate with parents about specific DCIs UP Academy Program student concerns regarding academic issues Ensure development of high quality scope DCIs UP Academy Program and sequence Help teachers develop and implement high quality, class and school-wide assessments DCIs UP Academy Program and monitor and guide the type, variety, and quality of student assessments Lead assessment data analysis and ensure DCIs UP Academy Program implementation of data driven instructional strategies and decisions Manage special education and ELL program DCIs UP Academy Program and related paperwork Monitor quality, quantity, and DCIs UP Academy Program appropriateness of daily homework Oversee timely and appropriate completion DCIs UP Academy Program of all course descriptions and syllabi Provide academic support to English DCIs UP Academy Program Language Learners and Special Education students Research, identify, and work with teachers on selecting meaningful professional DCIs UP Academy Program development opportunities during the year and summer Review and offer feedback on weekly syllabi DCIs UP Academy Program submitted by teachers Track student progress and develop DCIs UP Academy Program intervention plan for struggling students Work with school staff on student DCIs UP Academy Program preparation for the MCAS and TerraNova exams Work with teachers to ensure that students DCIs UP Academy Program master both basic skill development as well as higher-level abstract material Work with teachers to ensure that UP DCIs UP Academy Program Academy’s curriculum is aligned with Massachusetts Curriculum Frameworks Dean of UP Academy Administrative Assist with field trip planning Operations Dean of UP Academy Administrative Create and update staff operations manual Operations Dean of UP Academy Administrative Develop annual, academic calendar Operations Dean of Manage placement of individual students in UP Academy Administrative Operations classes, grades, cohorts Dean of UP Academy Administrative Order major supplies Operations Dean of Oversee ordering of and administration of UP Academy Administrative Operations MCAS and TerraNova assessments Dean of UP Academy Administrative Pick up and distribute bus passes Operations Dean of UP Academy Administrative Review and print report cards Operations

Dean of UP Academy Administrative Manage SIS Operations Dean of UP Academy Administrative Manage vendors Operations Dean of UP Academy Finance Bookkeeping Operations Dean of UP Academy Finance Manage grant reconciliation Operations Dean of UP Academy Finance Oversee spending Operations Dean of Work with and prepare staff and students to UP Academy Fundraising Operations be involved in fundraising events Work with school community to identify, Dean of UP Academy Fundraising cultivate and solicit individual donor Operations prospects Dean of Provide guidance and input on UP Academy HR Operations compensation structure to Principal Dean of Manage custodial staff, food services staff, UP Academy HR/ Management Operations and office managers. Dean of Manage teacher coverage issues including UP Academy HR/Management Operations sick days, etc. Dean of Send out daily e-mail logistical updates to UP Academy HR/Management Operations staff Dean of Support teachers on daily basis regarding all UP Academy HR/Management Operations operational issues Dean of Manage logistics related to six-week UP Academy Program Operations assessments Dean of UP Academy Program Manage new student assessment process Operations Manage report card process, including but Dean of UP Academy Program not limited to data entry, printing, and Operations distribution Dean of UP Academy Program Manage Title I program Operations Dean of UP Academy Program Oversee lunch and breakfast programs Operations Dean of Walk through building at end of day or first UP Academy Program Operations thing in morning Dean of UP Academy Real estate Maintain list of maintenance issues Operations Dean of UP Academy Real estate Manage cleaning & maintenance crew Operations Dean of Regulatory Oversee all DOE reporting (e.g. SIMS, UP Academy Operations Compliance staffing reports, etc.) Dean of Students UP Academy Administrative Revise student handbook as needed Dean of Students UP Academy HR/ Management Manage HS Placement Counselor Review and provide feedback on teachers’ Dean of Students UP Academy HR/Management classroom procedures Communicate with parents about Dean of Students UP Academy Program disciplinary issues that require Dean's involvement Coordinate student supports as needed and Dean of Students UP Academy Program serve as liaison between school and certain, outside agencies (e.g. truancy officer, DSS)

Design and implement annual post- Dean of Students UP Academy Program acceptance family orientation and information sessions Develop and implement necessary policies Dean of Students UP Academy Program and procedures that ensure integrity of school culture Dean of Students UP Academy Program Facilitate parent involvement Manage and coordinate merit, demerit, and Dean of Students UP Academy Program report-card systems Dean of Students UP Academy Program Manage detentions Dean of Students UP Academy Program Manage family newsletter Dean of Students UP Academy Program Manage school-wide values initiative Dean of Students UP Academy Program Manage summer program Dean of Students UP Academy Program Mediate student disputes Organize and facilitate Family Involvement Dean of Students UP Academy Program Group meetings Organize and facilitate orientations for Dean of Students UP Academy Program students Oversee family relations and family Dean of Students UP Academy Program communication systems Process students who have been sent out of Dean of Students UP Academy Program class Serve as administrative point person on Dean of Students UP Academy Program discipline-related issues Dean of Students UP Academy Program Serve as lead administrator for SST Team Dean of Students UP Academy Program Support teachers on discipline issues Work with Principal to orient new staff to Dean of Students UP Academy Program school's disciplinary policies Work with staff to enforce a tightly and Dean of Students UP Academy Program consistently enforced Code of Conduct Work with staff to promote a positive Dean of Students UP Academy Program student culture Manager of HS Build relationships with college prep high UP Academy Program Placement schools Manager of HS UP Academy Program Connect students to summer opportunities Placement Manager of HS Educate families about HS placement UP Academy Program Placement process Manager of HS Manage all HS application paperwork and UP Academy Program Placement deadlines Manager of HS UP Academy Program Manage testing related to HS placement Placement Manager of HS Organize trips to colleges and college-prep UP Academy Program Placement high schools Manager of HS Spearhead 8th grade commencement UP Academy Program Placement planning Manager of HS Work with students to navigate HS UP Academy Program Placement placement process Office Managers UP Academy Administrative Answer phones Assist in administrative prep for board Office Managers UP Academy Administrative meetings Office Managers UP Academy Administrative Coordinate catering for meetings and events Create and disseminate detention and Office Managers UP Academy Administrative homework Club lists Office Managers UP Academy Administrative Develop DOE reports (e.g. SIMS report) Office Managers UP Academy Administrative Distribute mail

Ensure family calls are made for detention Office Managers UP Academy Administrative and HMWK Club Office Managers UP Academy Administrative Handle maintenance calls for copier Maintain new student waiting list and Office Managers UP Academy Administrative mailing list Office Managers UP Academy Administrative Maintain student files Office Managers UP Academy Administrative Manage all new student files Manage lunch process including orders, Office Managers UP Academy Administrative distribution, forms, etc. Office Managers UP Academy Administrative Manage parent mailings Order and keep track of basic school Office Managers UP Academy Administrative supplies Office Managers UP Academy Administrative Organize enrollment lottery Oversee building aesthetics related to Office Managers UP Academy Administrative common areas Office Managers UP Academy Administrative Photocopy Office Managers UP Academy Administrative Support nurse as needed Office Managers UP Academy Administrative Track daily attendance Oversee collection and updating of all Office Managers UP Academy Administrative student enrollment records Enter detention, HMWK Club, PREP Office Managers UP Academy Program Report info Schedule and facilitate student recruitment Principal UP Academy Administrative information sessions Manage board relations and report to the Principal UP Academy Governance board Principal UP Academy Governance Cultivate new board members Principal UP Academy HR Determine staff compensation Principal UP Academy HR Mediate staff professional disputes Principal UP Academy HR Oversee all staff Oversee performance improvement plan for Principal UP Academy HR/ Management any and all staff members Design and implement overall professional Principal UP Academy HR/Management development program Oversee teacher observation and evaluation Principal UP Academy HR/Management process Principal UP Academy HR/Management Plan & schedule faculty meetings Support collaboration among teachers Principal UP Academy HR/Management across grade levels Work with Director of Talent to sign-off Principal UP Academy HR/Management and confirm all hires Principal UP Academy PR/Marketing Oversee creation of marketing materials Principal UP Academy PR/Marketing Oversee student recruitment Principal UP Academy PR/Marketing Represent school to charter community Principal UP Academy PR/Marketing Represent school to local community Principal UP Academy PR/Marketing Represent school to media Show non-parent visitors the school Principal UP Academy PR/Marketing (community officials, funders) Collect, analyze, share, and interpret internal and external school assessment results and Principal UP Academy Program ensure data is used strategically to improve student academic performance Coordinate teacher visits throughout UP Principal UP Academy Program Academy, and to and from other schools, to develop and share best practices

Principal UP Academy Program Greet students at door every morning Manage six-week assessment data analysis Principal UP Academy Program process. Principal UP Academy Program Manage student recruitment efforts Principal UP Academy Program Monitor quality of program Oversee all programmatic policy Principal UP Academy Program development (e.g. Code of Conduct, procedures, etc.) Oversee logistics related to school’s assessment system including MCAS, Principal UP Academy Program TerraNova, internal assessments & grading system Principal UP Academy Program Oversee overall, educational program Principal UP Academy Program Oversee planning of school-wide events Principal UP Academy Program Oversee school-wide Enrichment program Principal UP Academy Program Plan and lead community circle Principal UP Academy Program Provide guidance on disciplinary issues Respond to family concerns when issues Principal UP Academy Program reach Principal level Work to ensure that school’s mission & Principal UP Academy Program philosophy are reflected in instructional approach & curriculum Work with the Dean of Students to enforce Principal UP Academy Program the code of conduct by having a strong, public presence throughout the school day Regulatory Principal UP Academy Oversee all DOE site visits Compliance Regulatory Oversee Comprehensive Program Review Principal UP Academy Compliance process Principal UP Academy Strategy Develop strategic plan Principal UP Academy Strategy Draft all DOE amendments Principal UP Academy Strategy Ensure alignment of program with mission

(4) Layout of UP Academy’s Proposed Facility

The existing layout of the proposed facility is shown on the floor plans included on the following pages.89

89 Source: BPS.

Site Plan

Sub-Basement

Basement

First Floor

Second Floor

(5) Additional Letters of Support for UP Academy

October 3, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

As a middle school math teacher at a Horace Mann Charter School, I am writing to offer my support to UP Academy Charter School of Boston.

I currently work at the Boston Day and Evening Academy (BDEA). We offer a year-round, alternative, public education for 350 students who are over-age for grade level and who are either at high risk for dropping out or have already dropped out of high school and are returning to earn a BPS diploma. I believe in the work that I’m doing because I believe the school provides an necessary path to graduation for students that may not have been able to find success in the traditional public schools.

I am writing to support UP Academy Charter School of Boston because I believe in meeting the needs of students. I believe that UP Academy, like BDEA, will offer another excellent educational option for Boston students. Every child, regardless of their past school history, where they live in the city, or their current age, should have access to great teachers, an engaging curriculum, and an overall school culture that sees them as an individual and encourages their strengths.

I love where I am working and would not think of leaving. However, after hearing about the school’s emphasis on standards-based curriculum, extra planning time for teachers, strong supports for new teachers, and consistently high behavioral and academic expectations for all students, I would recommend UP Academy Charter School of Boston to teachers I know as a potentially great place to work.

Please accept my support for UP Academy Charter School of Boston.

Sincerely,

Lawrence Hutcheson Math Teacher Boston Day and Evening Academy

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October 11, 2010

Dr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education 75 Pleasant Street Malden, MA 02148-4906

Dear Commissioner Chester:

As Managing Partner of Strategic Grant Partners, I am thrilled to express our support for UP Academy Charter School of Boston.

I believe that Scott Given and his team are outstanding leaders with a proven track record with school turnarounds. This is a rare thing to find in our nation and we feel fortunate that Scott agreed to come back to Massachusetts to found his organization. Because of this, we are investing time and resources in UP Academy to ensure it fulfills its mission of putting students on the path to college and fulfilling their potential.

We believe that UP Academy’s commitment to consistently high academic and behavioral expectations for all students, coupled with extensive supports to help children meet these expectations, will propel students towards success in college and beyond. We have already committed a grant to support their efforts, and will continue to offer pro bono consulting to ensure UP Academy has a successful turnaround launch.

We are committed to helping Massachusetts organizations with demonstrated effectiveness disseminate their learning and/or scale up their models for statewide and national impact. UP’s founding team’s turnaround track record at Excel Academy Charter School demonstrates its ability to affect similar change in the Boston Public Schools system. In fact, it is our belief that UP Academy will be a proof point to pave the way for innovation in the Massachusetts public school system.

It is for these reasons that we pledge our support to the proposed Horace Mann charter school, UP Academy Charter School of Boston.

Sincerely,

Joanna Jacobson Managing Partner Strategic Grant Partners

About Strategic Grant Partners: In September 2002, fourteen families came together and created the foundation collaborative, Strategic Grant Partners. The families established the common mission of helping struggling individuals and families in Massachusetts improve their lives. SGP makes grants across multiple sectors, including education, youth development, and family self sufficiency. Since that time, SGP has granted

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$27,000,000. Strategic Grant Partners is both a foundation and a pro bono consulting firm. Once an organization becomes an SGP grantee, SGP staff continues to provide ongoing advice and strategic assistance as well as hands on, practical implementation support to ensure the organization is as successful as possible.

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October 15th, 2010

Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Commissioner Chester:

I am thrilled to offer my enthusiastic support for UP Academy. The school I lead—Boston Preparatory Charter Public School (BPCPS)—was founded in 2004 with the understanding that all students can achieve at the highest levels. Now in our 7th year, our students consistently surpass their peers city and statewide in MCAS performance, and demonstrate tremendous personal growth. Yet every year, hundreds of students are left on our school's waiting list. I am confident that UP Academy—built with many of the same values as BPCPS—will provide many of these young people a vital opportunity.

At BPCPS, we work hard to share our work with school leaders and staff members in the Boston Public Schools. We have hosted a score of workshops, and researchers from around the world. Yet UP Academy offers a unique opportunity for the lessons of charter schools to be even more fully disseminated to the district. Already, we have shared our entire curriculum with UP Academy so that they can build off of what we have already developed. We are committed to supporting their launch, and look forward to continuing our partnership in the years ahead.

In addition to the powerful design of UP Academy, I have been extraordinarily impressed with the members of the school's founding team. Some of the best educators in America have come to Boston to provide a remarkable opportunity for students at UP Academy. Their thinking is soundly grounded in best practice and a relentless dedication to the amazing potential in every child.

I look forward to having UP Academy as a competitor in raising the bar for student achievement in Boston. I give the school my earnest recommendation.

Sincerely,

Scott McCue Head of School Boston Preparatory Charter Public School

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

At College Bound Dorchester, our mission is to equip Dorchester students with the attitude, skills and experience to graduate from college. We are writing to support UP Academy Charter School of Boston because we believe that their mission of preparing students to be placed on a successful path to college during the school day is a crucial element to ensuring that more Boston school-aged students are accepted to, attend, and graduate from four-year colleges and universities.

One of our afterschool programs, LAUNCH, provides youth between the ages of 11-18 opportunities to meet with a supportive mentor in small groups on a weekly basis to ensure that youth are on track to college graduation. We believe that more of our students should be attending schools where college is an explicitly taught goal and where students are learning the attitude, skills and knowledge needed to be successful in higher education. We support UP Academy because we know that the school will become a place for students to internalize the idea that college is a viable goal.

We also firmly believe that the challenges of urban education require an intensive and varied approach to address the challenges we face. We are constantly challenging ourselves to improve our practice and search for better ways to support our students. While it is important to build on what works, it remains vital to encourage innovation and new ideas to address the achievement gap. The inclusion of UP Academy to the Boston landscape provides the City not only with the potential of another high quality school, it will add to the types of options and thus better inform all of our efforts. Diversity of action will create greater change.

We cannot do this challenging but crucial work alone. For these reason and more we strongly support UP Academy Charter School of Boston for their relentless pursuit of preparing students to thrive in the college of their choice.

Sincerely,

Mark Culliton Chief Executive Officer College Bound Dorchester

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

As a special education teacher at a high-performing Boston charter school, I am thrilled to support UP Academy Charter School of Boston. I believe we must provide more academic opportunities and supports for the students of Boston. I also believe UP Academy’s instructional and curricular plan is designed to attract, support, develop and retain high quality teachers.

From what I have heard about UP Academy, the school is designed to meet the academic needs of many students with disabilities. I am impressed with their commitment to serving students with disabilities in the general education classroom to the maximum extent appropriate, and I support their plan to implement a co-teaching model. I believe co-teaching is an effective instructional model that provides all students access to the curriculum while providing the right instructional strategies and accommodations that work for each individual child. Additionally, I believe they will provide students in their sub-separate classrooms with quality, research-based instruction.

I really enjoy working at Boston Prep Charter Public School (BPCPS)—I feel that I have learned a lot as an educator, and I have been given opportunities to take on leadership roles. I feel ownership over our academic success, as well as our failures. I have heard that UP Academy will also be a great place to work. I know that giving teachers the resources to build their lessons from a bank of high- performing curricular resources (including our own) will set new teachers up for success while providing more veteran teachers with innovative ideas from which to build. Teachers will have ample time to plan and meet with each other which is crucial to teachers’ growth and happiness.

It’s true that I work many hours at BPCPS, and I believe my work day is sometimes exhausting. Overall, however, I feel extremely satisfied with the work that I do because I know I’m making a difference in the lives of students. I believe UP Academy will be a similar place. Teachers and staff will work hard, and they will also feel proud of the impact they make on the life trajectory of the students in their school. I would recommend working at UP Academy to any teacher who is equally committed to closing the Achievement Gap and ensuring all students, regardless of learning style, achieves at high levels.

I encourage you to grant a charter to UP Academy Charter School of Boston so that all students can achieve at high levels.

Sincerely,

Amanda D’Alessio Special Education Teacher

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Boston Prep Charter Public School

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

I am a parent of a 6th grade student at the Patrick F. Gavin Middle School, as well as the parent of a 5th grade student in a Boston Public elementary school. I am excited about the prospect of sending my sons to UP Academy next year.

When I look for a school for my sons, I prioritize safety and discipline, strong communication between parents and teachers, and a good curriculum that is both challenging and supportive. After hearing about the program from the Unlocking Potential staff, I am pleased to know that UP Academy will be strong in all these areas.

In particular, I am happy to hear that UP Academy will be a uniform school that has a lot of structure in the day. Students will be quiet in the hallways which will decrease misbehavior, and classes will be focused on learning due to a strict discipline system. UP Academy will provide progress reports to parents every other week outlining how my sons are doing, and will be in touch with me by phone on a regular basis. Additionally, because it’s an extended day, my sons will be able to be at the same school until about the time that I can pick them up, which is very convenient for me.

My sons have different academic needs. The 6th grader who attends the Gavin is very academically motivated. He claims that currently he is bored in his classes, and there are many disruptions. He will be applying to Boston Latin for 7th grade, but if he doesn’t get accepted, I would like to have another option for him that will challenge him. We just moved here from Quincy, where he was taking advanced classes and doing 6th grade work. Currently, he is not being challenged. He needs a curriculum that is going to push him. I believe that UP Academy’s excellent teachers, the amount of homework they assign each night, their extended day, and their challenging curriculum will help him prepare for a college preparatory high school.

My other son, the 5th grader, has not been in advanced work classes, but is a solid student. He will only benefit from what UP Academy offers. I believe the supportive program at UP Academy— innovative and engaging classes, tutoring, smaller class size, the amount of homework they give, and their belief that all student can learn—will push him to be a model student.

Please consider accepting the UP Academy Charter School of Boston charter application so that both of my sons have the opportunity to reach their full potential.

Sincerely,

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Thomas Steele Patrick F. Gavin Middle School Parent

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

I am pleased to write this letter of support on behalf of UP Academy Charter School of Boston, the first proposed “restart” charter school in the Commonwealth’s history. Effective models to turn around chronically low-performing schools are the most critical unmet educational need facing the United States today. Nationally, some 2.5 million predominantly low-income and minority students attend more than 5,000 schools that have been identified for restructuring under the Elementary and Secondary Education Act. Fixing these schools is a great educational, economic, and civil rights challenge.

At NewSchools Venture Fund, we are committed to transforming public education through powerful ideas. UP Academy is founded on the powerful idea that all children can learn and be successful. Scott Given and his team are committed to ensuring, through rigorous academics, seamless structures and routines, and a relentless pursuit of excellence, to deliver on this promise. We are committed to helping UP Academy achieve this goal and thus have financially supported the pre- operational phase of the school’s development.

Scott and the entire founding team of UP Academy Charter School of Boston are passionate educators who we believe, through their hard work and determination, will provide an excellent education for the students of Boston. We are proud to support their work.

Sincerely,

Theodore Mitchell CEO NewSchools Venture Fund

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November 8, 2010

Mr. Mitchell D. Chester, Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Commissioner Chester:

As a Massachusetts native and founding staff member at Excel Academy Charter School in East Boston, MA, I would like to personally express my strong support for the proposed UP Academy Charter School of Boston.

Before taking my currently role as the Special Projects Coordinator at Uncommon Charter High School in New York City, I spent a total of seven years at Excel. I began working at Excel as the founding Office Manager then transitioned into the role of Operations Manager.

As you know, in 2008, Excel was the Commonwealth’s top-performing public middle school. In 2009, Excel was again the highest ranked public middle school in the state. Unfortunately, however, Excel was not always a paradigm of excellent schools.

Given Excel’s present-day success, it is unknown to the many who step into Excel’s hallways today that Excel had quite a difficult start with an uncertain future. Looking back on those initial two years, I vividly remember walking through the hallways of Excel witnessing pandemonium; the only constant was unpredictability. Noise levels were uncontrollable and student engagement and learning suffered from lack of classroom and school-wide management. Many excuses were made, but there weren’t any solutions implemented. In spring 2005, Excel students were demonstrating low achievement levels on the MCAS exam and staff and faculty alike were frustrated with the lack of academic progress. Families became disillusioned and began to withdraw their children. Halfway through the 2004-05 school year, Excel’s founding Principal left the school.

Beginning in the summer of 2005, Scott Given and a new team of adults spearheaded remarkable improvements at the school, providing a breath of fresh air to the organization. The team revamped the curriculum, raised standards, and made other changes that dramatically improved the school’s academic standards and school culture. In my opinion, the school’s leadership, faculty, and staff transformed Excel from a struggling school into the high-performing middle school that was envisioned from day one.

I am thrilled to support UP Academy and its team as this endeavor is important to me, as I lived through and experienced Excel’s improvement trajectory. I believe that we must provide more opportunities for the students of Boston to attend schools that hold them to high academic and behavioral expectations while supporting their growth. I am committed to high student achievement, and I know through my own experience that high achievement does not come without standards-based curriculum, high expectations for all students, strong and consistent classroom systems and procedures, strict and supportive disciplinary system, and a classroom culture focused on supporting and celebrating students.

Without a doubt, UP Academy has the team and the time to make the changes needed to ensure that their first year is successful. I believe strongly in the mission and vision of UP Academy. I am also confident that they are set up to succeed and deliver on their promise of academic excellence. I highly encourage you to grant a charter to UP Academy Charter School of Boston.

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Sincerely,

Marissa Guzmán

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

As a Boston Public Schools parent, I am happy to hear about UP Academy. I believe, as all parents do, that what is most important is that our schools stand up for our students and give them what they need for their future. I believe that UP Academy Charter School of Boston will be the kind of place that will fight for my children and give them the education they deserve. Schools need to have good teachers and good principals. I believe that teachers need to have a lot of strength in order to make sure that students learn. I believe that teachers need to believe in students, and not just work because they want a pay check. I know that charter school teachers bring their “A- game” to teach. Just like those charter schools, we need to put the best teachers in our schools here in Boston. I believe UP Academy will hire the right people for the job. Secondly, I believe schools should be strict and stand by their policies. In the school that my son attends, they say they have a uniform policy. Yet I have seen many students out of uniform walk by school staff and not get spoken to. I believe that if you say you are going to do something, you need to stick by what you say. UP Academy will work hard to ensure that all discipline rules are enforced consistently. I believe that schools need to get to know their students—what they are struggling with and feeling—and work with them to give them a reason to get an education. This is why I like the advisory program at UP Academy. It will give students a time to express their thoughts and ideas, and time to get to know their classmates and teachers. Finally, schools need to be challenging. The charter schools in Massachusetts score the best on MCAS, and the Boston Public Schools need to do better. Some students do not even know who Paul Revere is, or the fact that Madam C. J. Walker was the first self-made female millionaire. I am confident that the challenging classes and curriculum at UP Academy will help all students achieve. There is one component of UP Academy that I would like changed. I think it is important for students to learn other skills beyond academics and sports, and therefore I think UP Academy should offer a home economics or shop class. I believe it’s important for students to work with their hands. My son is currently in a BPS middle school. While he fights for his education, he also has some trouble focusing. I believe a school like UP Academy would help provide great teachers to keep him on track, a clear discipline policy that would help him focus, and strong academics that will help him fulfill his goals in the future. Please approve the UP Academy Charter School of Boston. While I believe it will be a challenge to ensure all students get an excellent education, it is the struggle that makes us better people. Sincerely,

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Eric Greene Boston Public Schools Parent

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester:

As a parent of a student in a BPS middle school, I am pleased to hear about the proposal for UP Academy. I believe, as all parents do, that my child should have access to the best education available.

I believe that UP Academy would have been a great place for my son to go to middle school. UP Academy will be safe; I am looking for a school that has excellent security, and where students do not misbehave in the hallways. I also want a school that is strict. At the beginning of the year my son knows the rules and follows them, but after a week or two he begins to act up. I would like his teachers to hold him to high expectations and keep him focused on his academics. Also, I think schools should give homework. I know that UP Academy will give a lot of homework to students each night. This would help my son to improve and become proficient on the MCAS. Finally, because I go to school and can not supervise him after school, I would like the school he attends to provide an after school program. I believe that he should have something productive to do after school instead of being out on the street or watching TV at home.

I would like my son to learn that sometimes in life, he will not always get everything he wants right away. My son tends to not work very hard during the year, and then at the end of the school year, when he realizes his grades are poor, he will try to make up all the work he missed. By then, it’s too late. I want him to learn that he has to continuously work hard for what he wants. I want him to learn that sometimes the benefit is not immediate. But I also want him to learn that if you work hard, you will eventually achieve your goals. I believe that UP Academy would give him the strength of character necessary to achieve his goals.

Finally, I would love to see my son go to college. According to him, he wants to go to either Dartmouth College or the University of Connecticut. I believe that a school like UP Academy would have helped him to achieve that goal. Therefore, if my son was going into a middle school grade, I would absolutely apply for a seat at the UP Academy Charter School of Boston.

Sincerely,

Grace Martin BPS Parent

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November 8, 2010

Mr. Mitchell Chester Commissioner Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

Dear Mr. Chester,

I was thrilled to hear about the proposed launch of UP Academy. For years, BPS has struggled to provide a high-quality middle school for South Boston’s families. I am very confident that UP Academy will become a tremendous school that serves this community very well.

The South Boston Neighborhood House is committed to supporting the families of South Boston and has been doing so for more than 109 years. We believe UP Academy will drastically change the life prospects for the students in our community.

Far too often our schools do not support our students in fulfilling their full potential. We seek to support schools that commit themselves to ensuring that every student has the opportunity to succeed in college and in life. We believe this school is important for our neighborhood as a whole because so many of our children begin so far behind the starting line in life, there is a real possibility they will never catch up. They cannot compete without knowing the rules of the game or what they are up against. We believe this situation can be rectified. School is the KEY component as the place where they spend the most time and have the best shot of receiving quality coaching in every aspect of living both academically and socially. Our children deserve the educational experience UP Academy can offer. The South Boston Neighborhood House will be here to support the faculty, the children and their families in this endeavor.

We are pleased to hear that the proposed site for UP Academy is South Boston. We would like more educational opportunities for the youth in our community. We fully endorse UP Academy and look forward to a great partnership.

Sincerely,

Barbara Macdonald Executive Director

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F. RESUMES OF FOUNDING MEMBERS (1) Lead Founder SCOTT R. GIVEN 101 Canal Street, Apartment 416, Boston, MA 02114 Cell phone: (617) 851-1594  E-mail: [email protected]

EXPERIENCE UNLOCKING POTENTIAL, INC. Boston, MA Co-Founder and Chief Executive Officer January 2009 – Present  Unlocking Potential, Inc., is a non-profit school management organization that seeks to rapidly transform chronically underperforming urban district schools into extraordinary schools, and thereafter sustain each school’s performance over the long term  The organization intends to begin managing its first turnaround school in Boston, MA, in fall 2011 EXCEL ACADEMY CHARTER SCHOOL East Boston, MA Principal and Associate Director July 2005 – July 2008  Engineered turnaround of struggling school into one of the highest-performing urban public schools in the nation  Initially replaced the majority of existing staff members with new talent, and thereafter co-led a rigorous hiring process, annually conducting 400-500 interviews to fill 3-5 teaching positions  Restructured all school policies and procedures, including but not limited to school operations, behavior and accountability systems, student support processes, and curriculum development and assessment tools  School recognized as National Charter School of the Year in 2007  School ranked as #1 highest- performing public middle school in MA in 2008, as measured by the percentage of students scoring at the Advanced or Proficient level on the MCAS (Math and English, Grades 6-8) BOSTON COLLEGIATE CHARTER SCHOOL Dorchester, MA Social Studies Teacher; Director of Athletics August 2003 – June 2005  Taught U.S. History, Economics, and Comparative Government to inner-city high school students  Oversaw athletic program offerings for the school’s nearly 400 students THE PARTHENON GROUP Boston, MA Associate Winter 2001; August 2002 – July 2003  Conducted wide-ranging strategic and macroeconomic analysis as a member of case teams assisting global corporations, start-up firms, and education organizations GOLDMAN, SACHS & COMPANY New York, NY Financial Analyst/Intern, Investment Banking – Bank Debt Portfolio Group Summer 2001  Performed valuation analysis, conducted due diligence, and interacted with senior management and capital markets personnel in conjunction with the execution of leveraged loan transactions OFFICE OF U.S. REPRENTATIVE EDWARD J. MARKEY Washington, DC Legislative Intern Spring 2001  Handled office duties ranging from constituent correspondence to extensive research on education legislation BILL BRADLEY FOR PRESIDENT Concord, NH Scheduler Summer 1999  Deliberated with various organizations to plan, modify, and finalize the Senator’s schedule in advance of each biweekly New Hampshire visit EDUCATION HARVARD BUSINESS SCHOOL Boston, MA Candidate for Master of Business Administration June 2010 First-Year Honors DARTMOUTH COLLEGE Hanover, NH Bachelor of Arts Major: Economics; Minor: Government June 2002

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Grade Point Average: 3.84 Graduated summa cum laude Honors and Activities:  Phi Beta Kappa inductee June 2002-  Dartmouth Students Against Drinking and Driving, Alpha of New Hampshire Founder and President  2001-2002 Rufus Choate Scholar  Young Democrats of Dartmouth, President (2) Proposed Trustees

Karen L. Daniels 4 Stonehill Lane Milton, MA 02186 (6l7) 698-3653 [email protected]

PROFESSIONAL EXPERIENCE BOSTON PUBLIC SCHOOLS Boston, MA Executive Director of Step Up 2007-present Create an operating framework for the initiative while supporting schools in strategically using the university resources as part of their Whole School Improvement Plan. Coordinate with the university teams and BPS schools to review implementation and program services. Monitor the programs and progress at target BPS schools. Serve as liaison among schools, universities, mayor’s office and superintendent’s office. Spearhead the strategic plan in order to coordinate the development of an evaluation process to benchmark progress. Solicit the involvement of other local universities to expand the initiative. Serve at the major spokesperson for the initiative, working with public relations departments and the universities and the Boston Public Schools. Monitor the distribution of funds and services to the schools. Co-chair the Steering Committee and provide regular updates on the progress of the initiative. Oversee the development of the annual report and all other public relations efforts.

WILLIAM H. LINCOLN SCHOOL Brookline, MA Interim Principal 2006-2007 Directly responsible for 420 K-8 graders and 100 faculty and staff. Responsible for staff, budget and operation of the school. Handled matters of discipline and student support. Worked to move the school from an autocracy to one where shared decision making is valued. Directly supervised and evaluated staff. Worked extensively with parent organization for fund raising and school improvement activities. Worked with social service agencies and community organizations to provide support for students. Participated in all professional development as laid out by superintendent.

CHICAGO PUBLIC SCHOOLS Chicago, IL Executive Director Renaissance Regional Office 2004-2005 Created a new intermediary organization designed to develop teachers, instructional coaches and school leaders in the work of creating 25 new schools on the south side of Chicago. Oversaw the activities for the Renaissance Support Center, a “hothouse” environment of ideas, support and activities focused on the successful start of new schools in September 2005. Provided incubation office space and infrastructure for new schools at the center. Connect new schools with central office business and academic supports. Developed professional development program for building instructional leadership capacity. Provided technical assistance in refining and implementing school performance plans. Responsible for hiring and support of Deputy Director and Regional Office staff. Developed public relations campaign for the Regional Office and all the schools. Generated proposal for external funding from Broad Foundation and Mac Arthur Foundation.

EXCEL HIGH SCHOOL South Boston, MA Headmaster 2000-2004 Directly responsible for the restructuring of a large urban high schools into three small high schools with a pathway focus. Responsible for staff, budget and operation of the school. Handled matters of student discipline, including suspension and expulsion hearings. Actively participated in all manner of instructional leadership activities, including regular instructional supervision of staff. Established the new

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Teacher’s Institute, which met weekly and supported 12 teachers. Oversaw and facilitated the expansion of Private Industry Council projects and business and community partnership activities in the school. Generated proposals for external funding, that has resulted in a Magnet Grant, Carnegie Grant, Health Center, and Comprehensive School Reform Grant. Participated on Human Resource Advisory Board and New Teacher Induction Board. Appointed to the Boston Public School SY 03/04 Leadership Team by Dr. Thomas Payzant. Served as Triad A cluster leader responsible for PD for 17 schools.

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BOSTON LATIN HIGH SCHOOL Boston, MA Assistant to Headmaster 1999-2000 Directly responsible for 450 seventh graders and 25 faculty which were housed at an alternative site while the school underwent construction. Established three small learning communities where instructional focus and matters of student achievement were discussed. Directly supervised and evaluated staff. Handled matters of student discipline, including suspension and expulsion hearings. Established open door policy with parents, which resulted in monthly newsletters and parent meetings. Oversaw the maintenance of the 90-year old facility. Created a community service project with the Ruggles Street Day Care and Al Hispania.

English Teacher 1989-1999 Facilitated the learning of 7-11th grade students in literature of the world, English composition and vocabulary skills. Served on committees that realigned and created curriculum, selected students for honors courses, established prize reading awards and National Honor Society. Served as Floor Master for student discipline. Served on the Faculty Senate and Headmaster search committee. Chaired an accreditation committee. Advised the school newspaper and African American Student Club.

Director of the Saturday Success School 1989-1994 Developed and implemented a counseling, tutorial and college awareness program aimed at lessening the attrition rate of students of color at Boston Latin School. Responsible for grant writing and budget. Oversaw the hiring and support and professional development of staff. Established partnerships with several community organizations that tutored and mentored students. Created a network of undergraduate alumni from Harvard University that worked in the program. Increased parent involvement with the school.

JAMAICA PLAIN HIGH SCHOOL Jamaica Plain, MA School Development Officer 1984-1989 Implemented student support services through work-study and extra curricular programs. Networked with community organizations, Private Industry Council, Boston Compact, school-based management, university and business partnerships, Parent Council and well as other external organizations. Developed mini-grants under Chapter 636 and initiated proposals for other funding.

BOSTON SCHOOL COMMITTEE Boston, MA Planning Director of the Boston Instructional Center 1985-1986 Coordinate the development of the Boston Instruction Center Plan that was to establish a systematic approach to staff development. Implement the publication and presentation of the BIC Plan. Provide leadership and direction for the Board consisting of union, private industry, university and school administration members. Fostered collaboration between the Office of Curriculum and outside organizations. Planned workshops and conducted a needs assessment to be used in the development of the initial training guidelines and a curriculum format for BIC.

EDUCATION: University of Massachusetts, Boston, MA Doctoral candidate Education Leadership-2012

Simmons College, Boston, MA M.A. English Literature – 1980

Boston College, Chestnut Hill, MA B.A. School of Education – 1974

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Boston University, Boston, MA Boston Leadership Academy/School of Management – 1986-1987

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OTHER EXPERIENCE: -Member of the Kitchen Cabinet for One Family, an organization to end homelessness -The Skillful Teacher Training for School Leaders -Co-Chair Harvard Principal Center Advisory Board 2002-2009 -The Rivers School, Board of Trustees 1997-2005, and present -Mentor for BPS Boston Fellows Program -Mentor for Harvard Graduate School of Education Principal Interns -Northeastern PRN Program Mentor -Presenter NCEE Policy Forum on the American High School Crisis, Washington, DC 2003 -US High School Leadership Summit – 2003 -Represented BPS at Aspen Institute, July 2002 -Advisory Board Member for BROAD Foundation Grant 2002-2004 -CPR, AED trained -Member of Jack and Jill of America, Boston Chapter

References furnished upon request

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10 RIVER RD COHASSET, MA PHONE 781-383-8377 • E-MAIL [email protected]

ROBERT KENDALL MCCONNAUGHEY

WORK EXPERIENCE

March 2002- Today Columbia Management Group Boston, M Head of Equity (2008)  Oversee 180 professionals in multiple geographies managing AUM of $100+bn with consistently competitive long term performance

 Member of Operating Committee that oversaw sale of firm to Ameriprise

 Co-manage Columbia Research Market-Neutral fund, delivering positive returns since inception of 7/1/07 despite market conditions Managing Director-Director of Equity Research (2002-2007)  Built team of 27 analysts and established a disciplined process and philosophy which has delivered highly competitive Equity performance

 Member of Large Cap Core portfolio management team which delivered top-quartile performance during tenure vs. Lipper peers (10/04-6/07)

March 2000 – March 2002 Citigroup Asset Management Stamford, C Managing Director- Associate Director of Research  Oversaw equity research for all growth sectors managing 60+ analysts globally (Stamford, London, Tokyo, Singapore, Melbourne)

Oct. 1997- March 2000 Prudential Asset Management New York, N Managing Director  Portfolio Manager and founding Managing Director of Prudential Real Estate Securities Investors (PRESI)

Sept. 1993- Oct. 1997 Fidelity Management & Research Boston, M Associate (1993-1995) Analyst (1995-1997) Associate Portfolio Manager (1997)  Promoted in Feb. 1997 to day-to-day management of $2.5 billion Real Estate Securities Fund

EDUCATION

1989 - 1993 Dartmouth College Hanover, N B.A. in History

PERSONAL

 Married with three children

 Chair of the State of Massachusetts Finance Advisory Board

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 Chairman of Advisory Council for Trust for Public Land-Massachusetts

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HOWARD SCOTT MCCUE 54 Longfellow Road Needham, MA 02494 E-mail: [email protected]

Experience BOSTON PREPARATORY CHARTER PUBLIC SCHOOL-2003-present Boston, MA Founding Head of School. BPCPS is a 6th-12th grade charter school committed to preparing every student for success in college and cultivating their virtues of courage, compassion, integrity, perseverance, and respect. The school opened in the fall of 2004. BPCPS students are 78% African American, 15% Latino, and 7% Caucasian. Approximately 75% qualify for free or reduced price lunch. BPCPS students consistently outperform their peers across the city and state on the MCAS exam. BPCPS was ranked one of the top-performing schools in America, in the 2009 Charter EPIC study.  Coordinated pre-operational processes of curriculum and assessment design.  Managed process of real estate acquisition.  Raised over $2 million from private sources.  Recruit, hire, and manage staff.  Oversee $5.4 million annual budget.  Oversee creation and implementation of educational and operational systems to ensure school’s academic rigor and organizational viability.

MASSACHUSETTS CHARTER SCHOOL RESOURCE CENTER – 2002 to 2003 Boston, MA Building Excellent Schools Fellow. The Fellowship serves as in incubator for outstanding Massachusetts charter schools, providing a collection of resources to school founders. As a Fellow, Coordinated the Founding Group for Boston Preparatory Charter School, which won one of five charters awarded to 25 applicant groups in the 2002-2003 Massachusetts charter application cycle.

ACADEMY OF THE PACIFIC RIM CHARTER SCHOOL – 1999 to 2002 Hyde Park, MA The Academy of the Pacific Rim is a small 6th-12th grade charter school committed to combining the best in Western and Eastern educational approaches. Academy students are 64% African- American, 25% Caucasian, 6% Latino, and 5% Asian. Approximately 50% qualify for free or reduced-price lunches.  Dean of Students, 2001-2002. Worked with parents, staff, and students to maintain discipline and build character.  Member of the Massachusetts History and Social Science Curriculum Framework Revision Committee, 2000 to 2002.  Chair of History and Social Sciences Department, 2000-2001. Developed and implemented content-based standards in the middle school and high school. Organized skills-based instruction in History and Social Sciences.  History and Social Sciences Teacher, 1999-2001. Taught 6th, 7th, 8th, and 9th grade History and Social Sciences.  Lead Homeroom Teacher, 2000-2001. Oversaw school-wide homeroom curriculum and policies.  Mentored a student teacher from the State University of New York at Brockport.  Sat on the Academy of the Pacific Rim High School Development Committee, Assessment Committee, and Technology Committees.

SATELLITE ACADEMY, QUEENS – 1997 to 1999 New York, NY

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Satellite is a public, alternative transfer school. Satellite students are almost entirely African- American or Latino. Approximately 60% qualify for free lunches. All have transferred from other high schools to attend Satellite.  Taught Socials Studies classes on Economics and Politics, African History, and the Holocaust.  Taught a Family Group. At Satellite, Family Group serves as a peer discussion session and writing workshop.  Sat on the Steering Committee.  Served as liaison to the Center for Collaborative Education and the Performance Based Assessment Consortium.  Mentored a student teacher from The New School.  Attended summer institutes for Facing History and Ourselves, The Gilder Lehrman Institute of American History. Attended the Coalition of Essential Schools Fall Forum.

PHILLIPS BROOKS HOUSE ASSOCIATION Cambridge, MA Secretary, Board of Directors – 1995  Maintained communication between a sixteen-member Board and a 1,700 member volunteer base.  Organized funding and publicity events such as a bake sale, classical music concert, and a 2,000 person rally Director, Mission Hill Summer Program – 1995  Hired and managed a full-time staff of 17 college and high school students to work with 72 children in a Boston housing development  Maintained community relations by attending tenant meetings, conducting written evaluations, and holding frequent discussions with community members. Director, Mission Hill After School Program – 1994 to 1995  Managed 120 volunteers in their provision of after school care to 50 children in a Boston housing development.  Planned trips to educational and recreational sites in and around Boston.

Education COLUMBIA UNIVERSITY TEACHERS COLLEGE – 1996 to 1997 New York, NY Graduated with Master of Arts in Teaching of Social Studies

HARVARD UNIVERSITY – 1992 to 1996 Cambridge, MA Graduated Bachelor of Arts Magna Cum Laude in Social Studies. Honors thesis on “The Fall and Rise of Local Authority in Massachusetts Public Education.”

Personal Executive Committee Member, the Business Associates Club. Standing Committee Member, 2006-2009, Theodore Parker Church. Basic knowledge of Spanish.

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EDWARD “TED” PRESTON 9 Orient Street, Winchester, MA 01890 / (781) 369-4369 [email protected]

EXPERIENCE

The Achievement Network, Boston, MA June 2008 -present CEO  Lead team to grow and build on the success of this non-profit focused on helping school use data to improve instruction and student achievement

Independent Consultant 2007-May 2008  Led corporate strategy review for private equity-owned manufacturer of building materials  Advised online learning start-up led by Bain Capital Entrepreneur-in-Residence  Assessed market opportunity and developed business plan for technology-based teacher professional development program sponsored by a leading New York City-based charter school management organization  Developed product specifications for video sharing site to support New York City-based start-up focused training teachers to close the achievement gap

EF EDUCATION, Boston, MA 1999-2007 Founded in 1965 and family-owned, EF Education is one of the largest educational service providers in the world, selling and producing language training and educational travel in 40 countries. Chief Executive Officer (2005-2007) Led EF company focused on selling and producing domestic travel for US schools in partnership with the Smithsonian Institution  Led team to negotiate licensing agreement with Smithsonian Institution to re-brand existing EF company/product and to launch new brand as “Smithsonian Student Travel”  Shifted business model from small groups and one-off trips to larger groups traveling every year, increasing revenue per group by nearly 25% and customer retention by 20% in one year  Worked with existing managers to reshape and develop management team to get people in “the right seat” and built new marketing and production functions; Implemented Lean to drive process improvement

Chief Financial Officer (2003-2005) Reported to the CEO of EF Education in Switzerland, responsible for financial health and legal compliance for the Tours Group, consisting of 3 major products with operations in 10 countries and representing 50% of EF’s worldwide business. Oversaw all financial reporting and staff of 20 in Boston and Lucerne, Switzerland.  Implemented and led quarterly Board Meetings with family ownership to accelerate transition to professional management, resulting in more timely and effective decision-making  Managed acquisition of two strategic competitors, increasing sales volume by 20% for key product and providing foothold in new customer segments  Drove audits and tax planning in various countries and reduced audit fees by 15% while complying with more stringent accounting standards

Vice President of Finance (2002-2003) Served as Controller and reported to EF’s CFO, responsible for the day-to-day financial operations and profitability for EF’s largest product, for information technology initiatives and for risk management.  Reduced break-even level by 50% by working with management team to cut fixed costs following the post-September 11, 2001 market downturn

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 Organized team to focus on receivables collection that improved cash flow by 15%  Refined pricing model to strategically lower prices in response to new entrant that avoided nearly $3M in gross margin erosion  Reduced finance staff turnover from 60% a year to manageable levels Vice President of Sales (2000-2002) Co-led sales operations for EF’s largest product, consisting of 10 senior managers and over 120 staff. Responsible for setting and achieving sales targets and bonus plans, managing customer relations and overseeing staff development.  Oversaw 50% increase in year-to-year customer retention by identifying and monitoring factors that drive customer repeat, offering consistent staff training and optimizing new CRM system  Implemented new staff development and training program that increased employee retention by 50%  Streamlined operations by closing two sales offices while leading remaining offices to achieve original sales targets after closing announcements  Led accreditation of EF by 6 of the bodies charged with accrediting high schools and colleges in the US, creating a significant and sustainable competitive advantage

Controller (1999-2000) Managed Finance Department of EF’s in-house travel agency and implemented control measures saving over $1M a year and negotiated 10% savings on multi-million dollar international air contracts.

THE COMMUNITY BUILDERS, INC. (“TCB”), Philadelphia, PA and Boston, MA 1998-1999 Project Manager Co-led TCB team with President’s Office of the University of Pennsylvania to privately develop a $20M public school anchoring Penn’s neighborhood revitalization efforts and professional development program for Penn’s Graduate School of Education.

MONITOR COMPANY, Boston, MA Summer 1997 Summer Consultant

SUMMERBRIDGE CINCINNATI, Cincinnati, OH 1993-1996 Executive Director Established and led local branch of national program that continues to successfully serve its mission by preparing middle school students to succeed at rigorous high schools and training diverse college students to be educators.

WELLS FARGO BANK, San Francisco, CA 1992-1993 Assistant to Controller

EDUCATION

HARVARD UNIVERSITY GRADUATE SCHOOL 1996-1998 OF BUSINESS ADMINISTRATION, Boston, MA Masters in Business Administration. Served as Educational Representative for section.

BROWN UNIVERSITY, Providence, RI 1988-1992 Honors A.B. in History. Awarded High Honors for Senior History Thesis on U.S. land policy.

OTHER

- A Founding Board Member (2002), Former Board Chair (2005-08), Edward W. Brooke Charter School, Boston, MA

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- Led team to acquire 68,000 sf facility for the Charter School and to close on $12.5M in New Market Tax Credits and Qualified Zone Academy Bonds, providing $2.5M in renovation funds and reducing annual facility carry costs by $200,000/year - Advisory Board, Edwards Middle School, Charlestown, MA - Canadian educated in French with permanent residency in the U.S.

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JESSE SOLOMON 798 Centre Street #2 Jamaica Plain, MA 02130 617-548-2335 • [email protected]

Education Massachusetts Institute of Technology, B.S. in Mathematics, 1991. Harvard Graduate School of Education, M.Ed. in Teaching and Curriculum (concentration in Mathematics), 1992.

Education Experience Boston Public Schools & Boston Plan for Excellence, Boston, MA Founder & Director, Boston Teacher Residency. February, 2003-Present Urban Teacher Residency Institute, Chicago, IL Co-Founder. August, 2007 - Present TERC, Cambridge, MA Urban Education Fellow. August, 2002-July, 2003. Harvard Graduate School of Education, Cambridge, MA Lecturer on Education. August, 2002-January, 2003. The Teachers’ Institute at City On A Hill, Boston, MA Co-Founder & Executive Director. July, 1999 - June, 2002. City On A Hill Public Charter High School, Boston, MA Founding Math Teacher, Lead Teacher for Curriculum & Instruction, Board Member. August, 1995 - June, 2002. The Urban Calculus Initiative, Boston, MA Co-Founder & Team Leader. October, 1997 – September, 2000. TERC, Cambridge, MA Teacher-Researcher. SimCalc and Urban Math projects. September, 1994 - June, 2002. Education Development Center, Newton, MA Teacher Trainer. Leadership for Urban Mathematics Reform Project. Summer, 1995 & 1996. Boston Public Schools, Boston, MA Math Teacher, Brighton High School. September, 1994 - June, 1995. Cambridge Public Schools, Cambridge, MA Seventh and Eighth Grade Teacher, Martin Luther King Jr. Open School. September, 1992 - June, 1994. Harvard Graduate School of Education, Cambridge, MA Teaching Fellow. September, 1993 - January, 1994. Brookline Summer School, Brookline, MA Teacher. July - August, 1992. The Efficacy Institute, Lexington, MA Curriculum Developer. February - August, 1991; June - December, 1989 & June - December, 1988. Massachusetts Institute of Technology, Cambridge, MA Course Developer and Teaching Fellow, Cambridge, Politics & the M.I.T. Community. August, 1990 - May, 1991. ––

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National Board Certification, The National Board for Professional Teaching Standards, December, 2000.

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JESSE SOLOMON (Continued, p.2)

Publications “The Boston Teacher Residency: District-Based Teacher Education,” in The Journal of Teacher Education, American Association of Colleges for Teacher Education (submitted). “Exploring Culture and Pedagogy in Mathematics Class through Student Interviews,” in Teachers Engaged in Research, Laura R. Van Zoest (ed.), Information Age Publishing, 2006. "Mathematical Conversations," Journal for Research in Mathematics Education: Medium and Meaning: Video Papers in Mathematics Education Research, Monograph XIII, 2005. “To improve schools, focus on teachers,” Op-Ed, The Boston Globe, January 14, 2001 (with Richard Weissbourd) Editor, National Council of Teachers of Mathematics 2001 Yearbook: The Roles of Representation in School Mathematics. “The Urban Calculus Initiative,” Mathematics Teacher, January, 2000. "Toward a Collaborative Approach to Staff Development," Mathematics Teaching in the Middle School, January, 1997. Presentations/Panels “The Future of Teaching in Massachusetts,” National Commission on Teaching and America’s Future, Boston, November, 2008. “Urban Teacher Residencies: Teacher Preparation for the 21st Century,” Annual Conference of the Public Education Network, November, 2008. “Recruiting, Educating & Retaining Great Teachers,” Boston Education Funders, October, 2008. “Developing and Evaluating Quality Leaders in Classrooms and Schools,” Teach for America Boston Summit, November, 2007 “Teacher Residency Programs: A Unique Model of Teacher Preparation,” Education Trust - Annual Conference, Washington, DC, November, 2007. “NCLB Reauthorizations: Strategies for Attracting, Supporting, and Retaining High Quality Educators,” Testimony to the U.S. Senate Committee on Health, Education, Labor, and Pensions, March, 2007. “Creating a Culture of Results among Teachers & Leaders,” The Philanthropy Roundtable, Boston, September, 2008. “Urban Teacher Residencies: A New Way to Recruit, Prepare, and Retain Effective Teachers in High- Needs Districts,” The Aspen Institute, Washington, DC, September, 2008 “Preparing and Supporting Teachers for Urban Schools,” Educational Commission of the States National Forum, Austin, July, 2008 “Breaking the Higher Education Cartel,” The National Association of System Heads, Minneapolis July, 2007 “Urban Teacher Residencies: A Model for Quality Preparation of Teachers in and for Diverse Contexts,” Annual Meeting of the American Educational Research Association, Chicago, April, 2007 “Preparing Educators: Perspectives on Developing Committed and Caring Teachers and Leaders,” Alumni of Color Conference - Harvard Graduate School of Education, Cambridge, MA, 2006.

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“Innovative and Collaborative Teacher Preparation and Principal Preparation Programs for Urban Schools,” Annual meeting of the American Association of Colleges for Teacher Education, Washington DC, 2005.

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JESSE SOLOMON (Continued, p.3)

“Who is Responsible for Preparing Our Teachers? A Case Study of Three Cities and Implications for Funders.” Annual meeting of Grantmakers for Education, Atlanta, GA, 2004 “Rethinking Educator Preparation: The Boston Public Schools Experience.” Annual meeting of the American Educational Research Association. San Diego, 2004. “On Culture, Race, and Being Explicit in Mathematics Teaching,” Annual Meeting of the International Group of the Psychology of Mathematics Education (PME), Honolulu, 2003. “On Culture, Race, and Being Explicit and Implicit in Mathematics Teaching,” Annual Meeting of the National Council of Teachers of Mathematics (NCTM) Research Pre-Session, Las Vegas, 2002. “Design Principles as an Impetus for Teacher Change and Student Learning,” NCTM Research Pre- Session, Las Vegas, 2002. “The Ferris Wheel Problem,” PME, Utrecht, The Netherlands, 2001. “Math in Motion: Investigating the Relationship Between Formal Mathematics and Body Action: ‘You’ve Got the Car in My Head’: The Role of Physical Reality and Imagination in Mathematics,” Annual meeting of the American Educational Research Association, Seattle, 2001. “The Teachers’ Institute,” Best Practices and Innovations Showcase, Massachusetts Charter School Association, Norwood, MA, 2001. “Innovative Approaches to Teacher Preparation,” Grantmakers for Education: Fourth Annual Conference, Boston, 2000. “Taking a Second Look,” PME, Hiroshima, Japan, 2000. “Beyond Multiple Intelligences,” The Wright Center, Tufts University, Medford, MA, 2000. “How Should Districts Define and Respond to Standards?” “Educational Standards: Where do we go from here?” Conference, Harvard Children’s Initiative, Cambridge, MA, 2000. “Teachers’ Experiences with Creating Cases: The Interplay of Research and Practice,” NCTM Research Pre-Session, Chicago, 2000. “’This is crazy. Differences of differences!’” On the flow of ideas in a mathematical conversation,” PME, Haifa, Israel, 1999. “Urban Calculus Initiative.” Annual Meeting of the National Council of Supervisors of Mathematics, San Francisco, 1999. “Preparing Urban Students for Calculus: A Teacher Collaboration,” NCTM, San Francisco, 1999. “Urban Calculus Initiative,” Charter Schools National Conference, U.S Department of Education, Denver, 1999. “What Are Multiple Ways of Measuring Student Performance?” Building Accountability Conference, Boston College, 1999. “How Can A Charter School Leverage Systemic Change in Urban Public Education?” Charter Schools: Developing Policy and Practice Conference, U.S Department of Education, Minneapolis, 1998. “Charter-Public School Collaboration” Charter Schools National Conference, U.S Department of Education, Washington, D.C., 1997. “’This is true: that's how it is.': The Bouncing Car and the Development of Complexity,” AERA, New York, 1996.

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“Impossible Graphs.” Paper presented at the Annual Meeting of the North American Chapter of PME, Columbus, OH, 1995. BARBARA FORREST SULLIVAN (857) 277-4141 [email protected]

EXPERIENCE 2009-Present STRATEGIC GRANT PARTNERS Boston, MA Portfolio Manager Manage all aspects of education grantmaking for a Massachusetts focused venture philanthropy fund  Seek out potential investments by networking, doing field research and mining industry literature  Conduct due diligence of potential grantees through deep analysis of the organizations business plan including its theory of change and financial model, conducting interviews with employee, clients, partner organizations and experts in the field, and performing site visits  Provide strategic planning and business planning support for organizations that need to create or refine strategic plans, develop growth strategies, or tighten practices to ensure greatest impact  Support grantees on an as needed basis to ensure successful implementation

2007-2009 THE PARTHENON GROUP Boston, MA Senior Principal Focus on working on education related projects with the firm’s Education Center for Excellence, including:

The State of New York  Managed a ~$2M foundation funded project focused on developing a strategic plan for a statewide longitudinal data warehouse that will span pre-school through higher education  Oversaw a team of six consultants and multiple client team members  Worked closely with senior leadership of the Board of Regents, the State Education Department, higher education, and school districts to determine the goals for the system and develop an implementation plan  Shared insights with foundation management, project leadership, and a broad range of constituents both within New York State and nationally

Other  Managed a knowledge management project for a large foundation focused on codifying the seminal learnings from multiple projects with urban district grantees  Performed a broad range of client development and recruiting activities

2004-2007 BOSTON PUBLIC SCHOOLS Boston, MA Special Assistant to the Chief Operating Officer One of nineteen chosen nationwide for the Broad Residency, a two-year management training program for emerging executives seeking to effect change in urban school districts. Worked closely with the COO on multiple high impact projects, including:

Enrollment Services  Managed all aspects of thirty-person, $2M budget registration department during restructuring  Oversaw department restructuring, including: designing new organizational structure, creating new job descriptions, chairing hiring committee, developing and managing budget, streamlining processes, and training staff  Project managed design and roll out of several new computer systems, including the introduction of an on-line self-service registration module and adoption of a new assignment algorithm. All projects were on time and within budget

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 Engaged the community and educated families regarding school choice in Boston  Presented progress updates to the superintendent, senior leadership team, and school committee

Other Activities  Member of the district strategic planning team  Analyzed needs of Foodservice Department and recommended process improvements  Coordinated large state review of the district  Initiated formal strategic planning process for all operations departments  Assisted in roll out of PeopleSoft upgrade

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Summer 1999, BAIN & COMPANY, INC. Boston, MA 2000– 2003 Consultant Various projects in consumer products and telecommunications industries, highlights include:  Identified and sized attractive markets and products for domestic and international expansion  Analyzed trends and recommended where, when and how to invest in emerging technology  Led cross client team that identified $10M in seasonal products opportunities  Defined relevant market to help focus future growth initiatives  Benchmarked competition and highlighted areas of competitive advantage  Assessed cultural, legal, and regulatory issues inherent in potential new markets  Recommended new market entrance strategies  Analyzed sales channels, revealing an opportunity in a small, but highly under penetrated channel

Boston Public Schools: Small Learning Communities  Managed a development team of consultants and school personnel at a large urban high school to successfully develop a detailed small learning community plan to the faculty and administration  Assessed financial and structural impact of adopting small learning communities in the city’s comprehensive high schools  Presented finding to leadership team including the Superintendent and large private donors

1995-1998 THE ROBINSON-HUMPHREY COMPANY, LLC Atlanta, GA Associate Analyst Conducted competitive and financial analysis of twenty business service companies  Evaluated companies through examination of financial statements, discussions with senior management, and construction of detailed earnings models  Presented developments and breaking news to institutional sales force at sales meetings  Consulted institutional investors on current business, financial, and economic trends  Wrote in-depth research reports presenting investment recommendations to institutional clients  Provided industry expertise and due diligence analysis to investment banking team involved in IPOs, mergers and acquisitions, and fairness opinions

1995 INVESTORS’ FIDUCIARY SERVICES, INC. Atlanta, GA Analyst  Analyzed financial and legal status and progress of public companies  Wrote advisories and recommended how proxies should be voted to ensure compliance with fiduciary duties

1993-1994 PRUDENTIAL SECURITIES INCORPORATED Boston, MA Retail Associate  One of three chosen nationwide for the Retail Associate Program  Recommended financial strategies through analysis of clients’ assets, income, and risk tolerance  Participated in six week research and trading rotation in New York City headquarters

EDUCATION CORNELL UNIVERSITY, Johnson Graduate School of Management Ithaca, NY Master of Business Administration, with Distinction: May 2000, GPA 4.0 Park Leadership Fellow: Two year, merit-based full scholarship and stipend Teaching Assistant – Financial Accounting, Managerial Finance, and Managerial Finance Practicum Recipient of the Corporate Finance Award for outstanding scholarship in Finance

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BOSTON UNIVERSITY Boston, MA Bachelor of Arts in English: May 1993, Magna Cum Laude

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Yutaka Tamura 113 East 18th Street, Apt #3 New York, NY 10003 617-877-5091, [email protected]

Experience

UKA Teacher U Chief Operating Officer 1/09-present New York, NY  Oversee day-to-day operations of teacher-training program developed in partnership with Achievement First, KIPP, Teach For America, and Uncommon Schools focused on serving teachers employed in urban public schools.  Define organizational strategy in partnership with CEO and implement articulated strategy, leading to 300% increase in participant enrollment.  Manage every functional area of organization except business development: academic program, operations, administration, human resources, finance, and technology.  Institute systems in every functional area in effort to transition organization from start-up to sustainable mode.

Excel Academy Charter School Executive Director 8/03-8/08 Building Excellent Schools Fellow and Lead Founder 7/02-7/03 Boston, MA  Spearheaded founding of public charter middle school with annual budget of $2.7M serving 200 predominantly low-income, Latino students.  Assembled Board of Trustees, drafted charter application, generated community support, defined mission and program structure, navigated state approval process, secured real estate, recruited students, and hired all staff.  Oversaw all aspects of school operations including academic program, board relations, educational accountability, human resources, regulatory compliance, real estate, external relations, finance, and fundraising.  Generated state assessment (MCAS) results that placed Excel students in top 10% statewide and led to school being named 2007 National Charter School of the Year by The Center for Education Reform.

The Cambridge School of Weston Interim Dean of Students and Administrative Technology Specialist 8/01-6/02 History Department Faculty Member 9/00-7/01 Weston, MA  Supervised non-academic aspects of school operations at private, independent, co-educational high school, specifically directing school policy development, advisory system, health program, behavioral management system, and athletic program.  Developed 5-year technology plan with input from every academic and non-academic department.  Taught 70 students in grades 9-12 and offered courses covering U.S., European and Asian history.

The Princeton Review Business Development Manager 5/00-8/00

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New York, NY  Served on founding team of Homeroom.com, start-up division of The Princeton Review that prepares students for state-mandated exams.  Forged relationships with education and technology companies, including AOL, to improve Homeroom.com’s educational content and business prospects during start-up. KIDS 1, Inc. Senior Management Team Member & VP of Business Development 6/99-4/00 VP of Sales and Marketing 2/98-5/99 East Brunswick, NJ  Held fourth-most senior position in school management company with 170 employees operating 12 schools in 5 states. Defined overall company direction and drove all revenue-generating efforts.  Opened 3 new programs, acquired 1 school, and navigated 1 charter approval during tenure, resulting in company’s first revenue growth in several years.  Developed and implemented enrollment growth strategy for school sites. Managed site-level staff responsible for initiative.  Created school director hiring strategy and led senior-level human resource initiatives.

Charitable Checkoff Clearinghouse Director of Strategic Planning 8/97-1/98 New York, NY  Held second-most senior position in start-up, mission-driven organization designed to encourage electronic donations through payrolls, stocks, bonds, mutual funds, bank accounts and other recurring sources to charities of consumer’s choice.  Defined organizational and operational model and developed long-term strategy.  Determined human resource needs, hired staff, and managed all employees.

The Parthenon Group Principal 5/97-7/97 Senior Associate 1/97-4/97 Associate 9/94-12/96 Boston, MA  Diagnosed business problems, conducted analyses, communicated findings to senior management, and led client teams in implementing recommendations.  Developed international growth strategy for Business Week magazine. Conducted market and competitor analysis. Performed extensive customer interviews in Asia and Europe. Identified revenue opportunity of $65MM.  Served as sole Parthenon member to lead product development process re-engineering effort for third largest U.S. greeting card company. Identified improvement opportunities and created new process that eliminated 70% of card development time. Earned client support and led client team that implemented pilot test.

Education

Amherst College. Amherst, MA 1990-1994  B.A. in History, magna cum laude. Completed senior honors thesis. GPA: 3.8

Personal

 Completed Outward Bound course. Interests include basketball, soccer, travel, and cooking.

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(3) Proposed School-Level Employees

James Ross Morrison 16 Forest St #21 Cambridge, MA 02140 504-982-1514 [email protected]

Learning: The University of Kentucky; Lexington, KY; 1995-2005. + B. A.; Philosophy; Summa Cum Laude; 3.91 + Post Bach Certification; Elementary Ed.; 4.0

Working: Unlocking Potential, Inc.; Boston, MA; 08/10 Academic Achievement Manager (ELA + Social Studies) + Design UP Academy’s ELA and Social Studies curriculum and instructi

Collective Next, L.L.C; Boston, MA; 09/06 to 07/08 Solution Design Partner + Design and facilitation of collaborative workshops for large corporations + Lead developer of organizational assessment methodology

Teaching: New Orleans College Prep; NOLA; 6/09 to 06/10 + 6th, 7th and 8th grade English teacher + Author of comprehensive Reading curriculum + Director of student recruitment, summer 2009

James M. Singleton Charter School; NOLA; 08/08 to 7/09 + 5th grade ELA and Social studies teacher + Design and implementation of Family Literacy Night

Awards + Honors: Phi Beta Kappa; 04/03 Sarah Guerin Scholar; 08/05 University of Kentucky Merit Scholarship; 08/05 Lynda Hynchcliffe Literary Award; 09/04 Dean’s List; 01/96 to 05/99, 05/03 to 05/05 Phi Eta Sigma Honor Society; 04/99 University of Kentucky Peer Mentor Program; 08/96 to 05/97 Vice President of Membership Development, Sigma Phi Epsilon; 08/97 to 05/98

Certifications: Louisiana Certification 1-5; 4/7/08 Massachusetts Initial Certification K-6; 01/24/07 Kentucky Internship Eligibility K-5; 07/01/2005

Service + Community: New Bedford School System, MA; 05/07 + Facilitated pro bono session addressing drop-out rates

The Carnegie Center for Literacy and Learning; 03/03 to 08/03

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+ Volunteer reading tutor

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Jesse Robinson 94 Florian St • Jamaica Plain, MA 02130 • (617) 543-7424 • jrobinson@unlocking- potential.org

Experience in Education Unlocking Potential, Boston, MA September, 2010 - present Academic Achievement Manager (Math, Science and Student Support) Curriculum Development  Design, build and coordinate math and science curricula for in-district charter school that will open in fall 2011.  Write, drawing from resources, toolkit of instructional and content strategies to provide to teachers upon arrival. School Planning and Development  Collaborate with UP staff to write UP Academy Charter School of Boston’s documents, including charter application, staff and student handbooks, policies, and procedures.  Design special education program with support from Boston Public Schools Special Education Department.

Orchard Gardens K-8 Pilot School, Boston, MA July, 2008 – July, 2010 Director of Curriculum, Assessment, and Placement School Year 2009-2010 Instructional Improvement  Planned meetings and supported co-facilitators of the Instructional Leadership Team which wrote the Whole School Improvement Plan, led school-wide focus on open-response, collected best-practices within ANet.  Coordinated $100,000 grant for after school math and science tutoring for 130 students, and Saturday program for 100 5-8th grade students through Learn-It Services. Brought 2-3 hours/week of math tutoring for every 4th-grader through MATCH tutoring. Staff Development  Coordinated and implemented our 3-8th grade assessment system, the Achievement Network (ANet). Included planning and facilitating meetings on data, reflection, logistics, and follow through with ANet Leadership team.  Facilitated New Teacher Support Program. Conducted best-practice focused meetings every 3 weeks with 5-10 teachers. Observed, gave feedback, and had individual check-ins with new teachers. Results  Percentage of students proficient or advanced on math MCAS in grades 3-8 improved 13% between 2009-2010.  The percentage of students who passed the math MCAS in grades 3-8 improved 19% between 2009- 2010.

Academy Director School Year 2008-2009 Instructional Improvement  Supervised and evaluated 22 middle school teachers, including feedback, check-ins and brainstorming.  Participated in leadership teams including the Student Support meetings, Instructional Leadership Team, the Work Election Agreement process, and our Administrative Team.  Supported teachers to improve their practice as leaders in the Literacy Leadership Team, the Social Studies Common Planning Time, and the Science Common Planning Time.  Helped lead nine teachers called the “Mappers” that created a school-wide, standards-based curriculum map for ELA. The group also led summer sessions about Habits of Good Readers and key instructional strategies. School Culture

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 Facilitated and supervised school culture improvements through academy meetings, advisories, assemblies, and meetings with teachers.  Built relationships with families, particularly those of struggling students. Met with parents on a regular basis, responded to phone calls, facilitated meetings with teachers, and held suspension hearings when necessary.

Young Achievers Science and Technology Pilot School, Jamaica Plain, MA Sept., 2007- May, 2008 Principal Intern  Chaired Professional Development Committee. Conducted school-wide survey on school’s professional learning community culture, provided school-wide recommendations to increase internal capacity and reciprocal accountability.  Led data team of 9 3rd and 4th grade teachers to improve instruction. Built process for collaboration, analyzing formative assessments, identifying instructional problems, and developing action plans for improvement. Jesse Robinson pg. 2 Boston Preparatory Charter Public School, Hyde Park, MA 2005-2007 Dean of Support Services Program Development  Helped create culture of high expectations for students with special needs, resulting in 80% of 6th grade students with disabilities passing the math MCAS, matching the percentage for all students in the state.  Wrote BPCPS Support Services Handbook for successor and new teachers about school policies, state and federal laws, paper work processes, and school mission and philosophy concerning inclusion.  Facilitated IEP process for over 40 students. Staff Development  Directed inclusive special education department. Led team of 8 staff members to articulate departmental mission, determine desired outcomes, and assess ongoing progress through weekly meetings and summer professional development.  Planned and facilitated professional development for staff of 30 on co-teaching, diversity, disabilities, restraints, 51A, assessments, accommodations, modifications, empathy, and high expectations.

Downtown College Preparatory, San Jose, CA 2001-2004 High School Math and Founding Teacher  Helped create small charter high school that prepares under-achieving students to be the first in their families to attend and thrive at four-year universities; all 60 of 2004 graduates were accepted to college; after four years, 20% graduated, with another 50% slated to graduate.  Designed and taught curriculum for Geometry, and Math Reasoning (remedial class to support Algebra students in basic math skills). Wrote and implemented remedial math curriculum, Power Math for High School Students.  Founded Ganas Ultimate Team (GUT), the first San Jose high school ultimate Frisbee team. Helped organize league with 5 other schools, and coached team to first victory in last game of third year.

Teach For America, South Bronx, NY 1999 – 2001 Fifth and Sixth Grade Math Teacher  Taught 3 math classes of 30 students each plus after-school programs in math, recycling, and peer tutoring.  Conducted weekly 6th grade math staff development meetings through New Visions MS Squared Program.

Corps Member  Co-facilitated corps meetings to share instructional strategies, support first year teachers.  Participated in workshops, discussion groups, and lectures about educational issues and teaching methods.

Licenses

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 Massachusetts Principal License, grades 6-12 2008  Massachusetts Teacher License, Secondary History 2007

Education Harvard Graduate School of Education, Cambridge, MA 2008 Ed.M in School Leadership Program, Principal Strand.  Coursework in instructional leadership, using data to improve instruction, non-profit finances, and school law.  Internship at Young Achievers Science and Technology Pilot School (see above).

Boston College, Boston, MA 2007 M.Ed. in teaching secondary History. Student taught U.S. History at Monument High School in South Boston.

Oberlin College, Oberlin, OH 1999 BA, History. Graduated with Honors: wrote honors thesis on desegregation in Cleveland Public Schools. Pontifica Universidad Catolica de Madre y Maestra; Santiago, Dominican Republic Spring 1998 Lived with a host family. Studied Spanish and Dominican history and culture.

Other Skills  Conversationally fluent in Spanish.

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(4) Other Founding Team Members Stacey Childress 910 Lenora Street, #1405 Seattle, WA 09121 [email protected]

PROFESSIONAL EXPERIENCE

Bill and Melinda Gates Foundation; Deputy Director, Innovation, 2010 – present

Siteburst, Inc.; Co-founder, 2000 – 2001. On the start-up team of enterprise software firm and generated the company’s first revenue

McKinsey & Co.; Community Enterprise Consultant, Summer 1999

ADT Security Services; 1988 – 1998 Director, Performance Improvement, 1997 – 1998 Regional General Manager, Southeast Region, 1996 – 1997 General Manager, Houston Office, 1991 – 1996 Sales Manager, Houston Office, 1990 – 1991 Sales Consultant, Houston Office, 1988 – 1990

Santa Fe Independent School District, Texas; Long-term Substitute Teacher, 1987 – 1988

ACADEMIC APPOINTMENTS

Senior Lecturer, Entrepreneurial and General Management Units, Harvard Business School, 2004 – 2010

Senior Researcher and Co-founder, Public Education Leadership Project, Harvard University, 2003 – 2008

Executive Director, Social Enterprise Initiative, Harvard Business School, 2001 – 2004

EDUCATION

Harvard Business School, Masters in Business Administration, 2000; Second-year honors

University of Houston, Masters in Secondary Education coursework, 1987 – 1990

Baylor University, BA, English, 1987

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PUBLICATIONS

Books:

Childress, Stacey. Transforming Public Education: Cases in Education Entrepreneurship. Cambridge, Massachusetts: Harvard Education Press, 2010.

Childress, Stacey. Transforming Public Education: Cases in Education Entrepreneurship, Instructor’s Guide. Cambridge, Massachusetts: Harvard Education Press, 2010.

Childress, Stacey, et al. Leading For Equity: The Pursuit of Excellence in the Montgomery County Public Schools. Cambridge, Massachusetts: Harvard Education Press, 2009.

Childress, Stacey, et. al. Managing Urban Districts for High Performance: Cases in Public Education Leadership. Cambridge, Massachusetts: Harvard Education Press, 2007.

Childress, Stacey, et. al. Managing Urban Districts for High Performance: Cases in Public Education Leadership, Instructor’s Guide. Cambridge, Massachusetts: Harvard Education Press, 2007.

Book Chapters:

Childress, Stacey, et al. “Managing for Results at the New York City Department of Education,” in New York City Retrospective, Harvard Education Press, Forthcoming

Childress, Stacey. “Investing in Improvement: Strategy and Resource Allocation in Urban Districts,” in Stretching the School Dollar Frederick Hess, et al., editors, Harvard Education Press, September, 2010

Articles:

Childress, Stacey. “Six Lessons for Achieving Equity and Excellence,” Phi Delta Kappan (Fall 2009).

Childress, Stacey, Richard Elmore, and Allen Grossman. "How to Manage Urban School Districts." Harvard Business Review 84, no. 11 (November 2006).

Cases: Childress, Stacey, James Weber, and Matthew Haldeman. “School of One: Reimagining How Students Learn,” Harvard Business School Case, April, 2010.

Childress, Stacey, James Weber. “Public Education in New Orleans: Pursuing System Level Change through Entrepreneurship,” Harvard Business School Case, March, 2010

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Datar, Srikant, Stacey Childress, et al. “Pratham - Every Child in School and Learning Well,” Harvard Business School Case, January, 2010. Childress, Stacey and Andrew Goldin. “The Turn-Around at Highland Elementary School,” Harvard Business School Case, July, 2009.

Childress, Stacey and Geoff Marietta. “Invest Early: Early Childhood Development in a Rural Community,” Harvard Business School Case, April, 2009.

Childress, Stacey and Andrea Alexander. “The Posse Foundation: Implementing a Growth Strategy,” Harvard Business School Case, March, 2009.

Childress, Stacey and Geoff Marietta. “Investing in Early Learning as Economic Development at the Minneapolis Federal Reserve Bank,” February, 2009.

Childress, Stacey and Geoff Marietta. “College Summit: Rethinking the Relationship Between Growth and Impact,” January, 2009.

Childress, Stacey and Geoff Marietta. “Boston Teacher Residency: Developing a Strategy for Long-Term Impact,” September, 2008.

Childress, Stacey M. and Geoff Marietta. “A Problem-Solving Approach to Designing and Implementing a Strategy to Improve Performance.” Public Education Leadership Project at Harvard University Series PEL-056, June, 2008.

Childress, Stacey M., and Maura Lynn Marino. "KIPP 2007: Implementing a Smart Growth Strategy." Harvard Business School Case 308073, April, 2008.

Childress, Stacey, Scott Benson, and Sarah Tudryn. "New Schools for New Orleans 2008." Harvard Business School Case 308074, February, 2008.

Childress, Stacey M, and Tiffany Cheng. “Codman Academy: Beyond the Start-up Phase,” Harvard Business School Case 308072, January 2008.

Childress, Stacey M, and Tonika Cheek Clayton. "Focusing on Results at the New York City Department of Education." Public Education Leadership Project at Harvard University Series PEL-054, August 2007.

Childress, Stacey M. "Rebuilding the New Orleans Public Schools: Turning the Tide? (Abridged)." Harvard Business School Case 808045, August 2007.

Childress, Stacey M. "Green Dot Public Schools: To Collaborate or Compete?” Harvard Business School Case 307086, March 2007.

Childress, Stacey M. "Acelero Learning: Building a Culture of Performance." Harvard Business School Case 307048, February 2007.

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Childress, Stacey M., and Alison Berkley Wagonfeld. "St. HOPE Academy: The Expansion Decision." Harvard Business School Case 307080, February 2007.

Childress, Stacey M., and Sophie Elizabeth Lippincott. "Wireless Generation." Harvard Business School Case 307049, December 2006.

Childress, Stacey M., Stig Leschly, and Tatyana Bezuglova. "Note on Student Outcomes in U.S. Public Education." Harvard Business School Note 307068, October 2006.

Childress, Stacey M., Stig Leschly, and Tatyana Bezuglova. "Note on U.S. Public Education Finance (A): Revenues." Harvard Business School Note 307069, October 2006.

Childress, Stacey M., Stig Leschly, and Tatyana Bezuglova. "Note on U.S. Public Education Finance (B): Expenditures." Harvard Business School Note 307070, October 2006.

Childress, Stacey, and Jennifer Suesse. "The STAR Schools Initiative at the San Francisco Unified School District." Public Education Leadership Project at Harvard University Series PEL-039, July 2006.

Childress, Stacey and Caroline King. “Edison Schools, 2005.” Harvard Business School Case 806166, April 2006.

Childress, Stacey M. "Rebuilding the New Orleans Public Schools: Turning the Tide?" Harvard Business School Case 806136, March 2006.

Childress, Stacey and Debbie Kozar. “Fredrick Douglass Charter School: The Renewal Decision.” Harvard Business School Case 806063, March 2006.

Childress, Stacey and Caroline King. “NewSchools Venture Fund 2004: At a Crossroads.” Harvard Business School Case 806051, December 2005.

Childress, Stacey. “SchoolNet: Pursuing Opportunities Beyond Federal Mandates.” Harvard Business School Case 806050, December 2005.

Childress, Stacey, Allen Grossman, and Caroline King. “Meeting New Challenges at the Aldine Independent School District.” Public Education Leadership Project at Harvard University Series PEL-030, Harvard Business School Publishing, October 2005.

Childress, Stacey. “Teach for America, 2005.” Harvard Business School Case 805094, July 2005.

Childress, Stacey, Robert Peterkin, and Tonika Cheek-Clayton. “Memphis City Schools: Developing the Next Generation of Principals.” Public Education Leadership Project at Harvard University Series PEL-027, Harvard Business School Publishing, May 2005.

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Childress, Stacey M. “Launching the Bronx Lab School.” Harvard Business School Case 805093, March 2005.

Childress, Stacey M, Richard F. Elmore, and Allen Grossman. "Note on the PELP Coherence Framework." Public Education Leadership Project at Harvard University Series PEL-010, Harvard Business School Publishing, November 2004.

Honan, James, Stacey Childress, and Caroline Joan King. "Aligning Resources to Improve Student Achievement: San Diego City Schools (A)." Public Education Leadership Project at Harvard University Series PEL-003, Harvard Business School Publishing, September 2004.

Honan, James, Stacey Childress, and Caroline Joan King. "Aligning Resources to Improve Student Achievement: San Diego City Schools (B)." Public Education Leadership Project at Harvard University Series PEL-004, Harvard Business School Publishing, September 2004.

Childress, Stacey, and Robert S. Peterkin. "Pursuing Educational Equity at San Francisco Unified School District." Public Education Leadership Project at Harvard University Series PEL-005, Harvard Business School Publishing, July 2004.

Childress, Stacey. "Note on Strategy in Public Education." Public Education Leadership Project at Harvard University Series PEL-011, Harvard Business School Publishing, June 2004.

Austin, James, Stacey M. Childress, and Cate Reavis. “The Harvard Business School Social Enterprise Initiative at the Ten-Year Mark.” Harvard Business School Case 304042, August 2003.

Childress, Stacey M., Stig Leschly, and Purnima Kochikar. “Finding a CEO for the School District of Philadelphia: Searching for a Savior?” Harvard Business School Case 803072, January 2003.

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NICOLE BARRY DORN 7 Verndale Street, Apt. 5, Brookline, Massachusetts 02446 (617) 515-6183 • [email protected]

EXPERIENCE 2008-2010 THE BOSTON CONSULTING GROUP Boston, MA Consultant  Identified, quantified and developed implementation plans for multiple operations-related transformation initiatives for an international asset management company, including an initiative to reduce procurement costs by $17M.  Developed a 3-year business plan to close a projected $1.35M funding gap for a statewide education non-profit.  Helped coordinate the development of a mid-Atlantic state’s winning application for the U.S. Department of Education’s Race to the Top program, working in conjunction with the State Superintendent and Governor’s office.  Implemented a Lean operations program in a global asset management firm, leading to increased employee engagement and ~20% productivity improvements.

 Developed the real estate growth strategy for two segments of a national jewelry retail company. 2003-2006 ADVISORY COMMITTEE ON STUDENT FINANCIAL ASSISTANCE Washington, DC Deputy Director  Managed all aspects of operations for an independent Congressional advisory committee that advises Congress and the Secretary of Education on financial aid policy and college access for low- and moderate-income students. Responsible for implementation of the Committee’s policy agenda, government relations, and human resource management.  Co-authored major Committee studies, including a quantitative and qualitative analysis of financial aid simplification mandated by Congress. Worked with Congressional staff to draft legislation related to Committee recommendations; 90% of proposals included in federal legislation.  Prepared and delivered briefings to key clients, including members of Congress and their staffs.  Selected to the Associates Program at the National Center for Public Policy and Higher Education.  Promoted from Associate Staff Director (April 2005) and from Assistant Staff Director (January 2005). 2000-2003 BALTIMORE CITY PUBLIC SCHOOLS SYSTEM Baltimore, MD Teacher, Social Studies Department, Frederick Douglass High School  Selected as an Instructional Leader, 2002-2003. Worked with state administrators and teachers on implementing state standards. Helped organize a school-wide math campaign leading to a ~30% increase in achievement test passing rates.  Recipient of a Baltimore City Council of PTAs Teacher of the Year Award, 2001-2002.  Founded and served as Faculty Advisor for the Student Government Association (SGA). 2000-2003 TEACH FOR AMERICA Baltimore, MD Content Learning Team Leader, 2002-2003  Developed and implemented a training program for a cohort of Teach For America corps members. Corps Member, 2000-2002  Selected to a nationally acclaimed service corps of outstanding recent college graduates who commit to teach for two years in the nation’s most under-resourced public schools. EDUCATION 2006-2008 KELLOGG SCHOOL OF MANAGEMENT, NORTHWESTERN UNIVERSITY Evanston, IL Master of Business Administration degree, June 2008. Graduated with Honors and a 3.9 GPA.  Recipient: Dean’s Distinguished Service Award, Top Student Award for the Social Enterprise at Kellogg department.  Grohne Family Foundation Scholar: One of two full-tuition, merit-based scholarships awarded per class.  Elected president of Kellogg’s Net Impact chapter, one of the largest clubs on campus with over 400 members.  Co-chair, Education Industry Club. Completed consulting projects with Noble Network of Charter Schools; Chicago Public Schools (CPS), Department of Dropout Prevention; and Illinois Network of Charter Schools.  First place winner at the 2008 Education Leadership Case Competition, Haas School of Business. 2000-2002 JOHNS HOPKINS UNIVERSITY Baltimore, MD Master of Arts in Teaching degree, June 2002  Graduated with a 4.0 GPA. Received Maryland State Teacher Certification. 1994-1998 HARVARD UNIVERSITY Cambridge, MA Bachelor of Arts degree in Social Studies, June 1998. Graduated magna cum laude with a 3.75 GPA.  Awarded fellowship to conduct senior thesis research in South Africa. Successfully completed thesis on education policy reform during the transition to post-apartheid South Africa.

OTHER INFORMATION  Member, Academic Achievement Committee, Boston Preparatory Charter Public School, Hyde Park, MA  Worked in Trieste, Italy from 1998-2000 as the Librarian at the International School of Trieste. Conversant in Italian. 150

 Hobbies include running, reading, sports and traveling. Have traveled to 15 countries.

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TERESA FERRAGUTO RITA [email protected] * (617) 256-0941

EXPERIENCE: Unlocking Potential (Boston, MA) 2010-present Founding Director of Talent  D esign, implement, and manage the strategic plan and specific initiatives used to recruit, select, place, and support full-time staff members at the home office and school;  D evelop and manage onboarding, evaluation, and professional development systems used to retain and develop all staff members;  D evelop and maintain relationships with more than 300 individuals and more than 150 organizations; and  D evelop and manage a transparent, scalable recruitment process and corresponding database.

Uncommon Schools (New York, NY) 2006-2010 National Director of Recruitment  D esigned, implemented, and managed the selection process used to recruit, select, and hire more than 500 individuals, including more than 300 teachers and more than 40 school leaders;  C reated and implemented marketing strategy aimed at high-performing teachers and leaders;  C reated, built, and sustained relationships with Home Office Directors, Managing Directors, Chief Operating Officers, and more than 50 school leaders;  M anaged a team of 9 full-time recruiters and 4 part-time employees; and  I ncreased the application pool from approximately 2,500 to 12,500 over the course of three years.

A Better Chance (Boston, MA) 2003-2006 Senior Program Coordinator for the Northeast Region 2005-2006 Program Coordinator for the Northeast Region 2003-2005  R ecruited, selected, placed, and supported more than 300 A Better Chance scholars into more than 100 A Better Chance College Preparatory Schools;  C reated, built, and maintained relationships with 107 A Better Chance member schools and more than 300 A Better Chance feeder schools within the Northeast;  M anaged national relationships with feeder programs including KIPP and The Breakthrough Collaborative; and  C oordinated National Community Schools Conference and A Better Chance program staff retreat.

Citizen Schools (Boston, MA) 2002-2003 Campus Director

Teach For America (East Palo Alto, CA and Bronx, NY) 1999-2002 Alumni Recruiter, Corps Member, Corps Member Adviser

Harvard Graduate School of Education (Cambridge, MA) 2001-2002

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Career Days Coordinator

Belle Haven School (Ravenswood City School District, East Palo Alto, CA) 1999-2001 Teacher

EDUCATION: Harvard University (Cambridge, MA) Ed.M. Graduate School of Education Individualized Masters / Concentration in Administration, Planning, and Social Policy

Connecticut College (New London, CT) B.A. Major: Diversity Studies in Schools and Society Elementary Education Certification Program Honors: Dean’s List (Fall 1996, Spring 1997, Fall 1997, Spring 1998, Fall 1998, Spring 1999); Graduated with Distinction in Major; Psi Chi Member Independent Study: Connecticut College’s Multicultural Programming: Is it Doing the Job it Should be Doing?

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JORDAN MERANUS 183 Reservoir Road  Brookline, MA 02467 Experience 2004-Present NEWSCHOOLS VENTURE FUND Boston, MA Partner NewSchools Venture Fund is a venture philanthropy firm working to transform public education by supporting education entrepreneurs, providing funding, and connecting their work to system-wide change.  Lead NewSchools’ work on school turnaround; primary work included the development of strategy, the execution of grants to and support for high quality organizations, and hosting events with education entrepreneurs, other education, philanthropic, and government leaders to develop policy.  Lead the development and start-up of NewSchools’ focus in Washington DC, including raising over $20 million and working with high quality education organizations to open operations in DC in order to improve the quality of schools.  Manage team of approximately 3 FTE’s with responsibility for conducting diligence on potential grantees, providing support to grantees over time, and developing events and publications to share effective practices 1999-2004 IMAGITAS Waltham, MA Managing Director Imagitas is a private company with over $70 million in annual sales that partners with government agencies to enhance services to citizens and generate revenue. Imagitas received a Hammer Award in 1997 by the National Partnership for Reinventing Government for its partnership with the U.S. Postal Service.  Lead MoversGuide Online, a business collaboration with the U.S. Postal Service, that offers citizens the official Internet change of address application.  Lead business development, revenue forecasting, marketing and sales training efforts; on target to increase revenue by more than 100% over FY’03 to approximately $6 million in FY ’04.  Manage cross-functional team of approximately 12 FTE’s with responsibility for budgeting, technical development, and financial and legal services.  Work with representatives of the U.S. Postal Service, the Social Security Administration, the Department of Veterans Affairs, the Department of Education and various state agencies to assess e-government needs and meet federal privacy and security standards.  Collaborated with the Council for Excellence in Government to draft a blueprint for e-government, a set of recommendations that helped inform the E-Government Act of 2002 signed on December 17th by President Bush. 1994-1998 JUMPSTART Boston, MA Co-Founder, Boston Executive Director Jumpstart is a nonprofit organization that provides intensive literacy services to low-income preschool children and has substantively influenced early childhood education policy. Jumpstart now serves over 4,500 children in 30 communities.  Worked with founding team to develop program model, organizational structure and performance evaluation tools.  Raised approximately $1 million for annual Boston budget through foundation and government grants, a corporate sponsorship program and individual contributions.  Assembled Board of Advisors and managed all board fundraising and PR efforts.  Worked with Board to help craft and implement national replication strategy.  Strategized with team of national policy officials, including members of President Clinton’s staff, Vice President Gore’s staff and the Department of Education on the development of the President’s America Reads Challenge.

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 Supervised full-time staff of six and 115 college students to provide early childhood education services to preschool children in seven Boston schools. Summer NATIONAL GOVERNORS’ ASSOCIATION Washington, DC 1995 Consultant  Authored Issue Brief entitled “Toward Responsible Fatherhood,” a paper on young children growing up without involvement from fathers, which was disseminated as an educational tool for state lawmakers.  Wrote articles on both childcare and Empowerment Zones for monthly National Governors’ Association publication. 1993-1994 LEARY SCHOOL Alexandria, VA Assistant Teacher  Implemented innovative educational curriculum for class of 10 students with severe emotional disturbances.  Collaborated with social workers, probation officers, and other social service providers to coordinate intervention strategies for students. Leadership 2003-Present EXCEL ACADEMY CHARTER SCHOOL Boston, MA Member, Board of Directors  Advise Executive Director and management team on all facets of starting a new charter school, including governance, legal and financial needs, planning and strategy. Member of Accountability Task Force. 2002-2005 EDVESTORS Boston, MA Member, Education Review Panel  Review grants focused on implementing and replicating strategies to strengthen teaching and learning in the Boston Public Schools and help match donors with promising programs. 1998-2000 BOSTON 2000 MILLENNIUM COMMISSION Boston, MA Member, Board of Directors  Served with 24 business and civic leaders appointed by Boston Mayor Thomas M. Menino to develop a series of legacy projects focused on Innovation, Education, and Health Care marking the year 2000. 1997 VICE PRESIDENT GORE’S FAMILY REUNION CONFERENCE Nashville, TN Presenter  Led conference session focused on how educational institutions can better communicate with and engage children’s families. 1995-1998 READ BOSTON Boston, MA Chair, Early Childhood Committee  Led team of early childhood educators, university professors, and service providers to develop Read Boston’s early childhood policy. Education HARVARD UNIVERSITY, John F. Kennedy School of Government Cambridge, MA  Masters in Public Administration, 2000.  Concentration: Strategic Management HARVARD UNIVERSITY, Graduate School of Education Cambridge, MA  Masters in Education, 1995.  Concentration: Causes and prevention of children’s psychological, academic, and social difficulties. DUKE UNIVERSITY Durham, NC  A.B., History, 1992.  Honors: Dean’s List 1989-1990, 1991-1992; Community Service Distinction.

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G. STATEMENT OF COMMITMENT FROM EACH FOUNDING MEMBER (1) Lead Founder

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as the Lead Founder of UP Academy Charter School of Boston. I am the Chief Executive Officer of Unlocking Potential, Inc., the organization proposed to manage and operate UP Academy Charter School of Boston. I will not serve as an employee or Board Member of UP Academy.

As described in the enclosed application, UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School, serving students in grades 6-8, to begin operation in fall 2011. In addition to enrolling a new, incoming cohort of 162 6th grade students, UP Academy will aim to, that first year, serve 100% of the rising 7th and 8th grade students previously enrolled in the Gavin Middle School. The new school will ensure that its students acquire the knowledge, skills, and strength or character necessary to succeed on the path to college and to achieve their full potential.

Sincerely,

Scott R. Given

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(2) Proposed Trustees

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Executive Director of Step UP, a partnership with Boston Public Schools and the City of Boston that harnesses universities’ expertise, intellectual resources, and substantial experience in public education outreach to deliver targeted services to ten selected Boston schools. I intend to serve as one of the proposed school’s Founding Trustees.

Sincerely,

Karen Daniels

157

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Head of Equities for Columbia Management Investment Advisers, LLC. I also serve as chair of the State of Massachusetts Finance Advisory Board and Advisory Council chair for the Trust for Public Land in Massachusetts. I intend to serve as one of the proposed school’s Founding Trustees.

As described in the enclosed application, UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School, serving students in grades 6-8, to begin operation in fall 2011. In addition to enrolling a new, incoming cohort of 162 6th grade students, UP Academy will aim to, that first year, serve 100% of the rising 7th and 8th grade students previously enrolled in the Gavin Middle School. The new school will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential.

Sincerely,

Robert McConnaughey

158

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

November 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Founding Head of School at Boston Preparatory Charter Public School. I intend to serve as one of the proposed school’s Founding Trustees.

Sincerely,

Scott McCue

159

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Chief Executive Officer of The Achievement Network, a non-profit organization that helps schools achieve outstanding results by using data-driven strategies to raise student achievement. I intend to serve as one of the proposed school’s Founding Trustees.

As described in the enclosed application, UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School, serving students in grades 6-8, to begin operation in fall 2011. In addition to enrolling a new, incoming cohort of 162 6th grade students, UP Academy will aim to, that first year, serve 100% of the rising 7th and 8th grade students previously enrolled in the Gavin Middle School. The new school will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential.

Sincerely,

Ted Preston

160

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Director of the Boston Teacher Residency, a master’s program in education that recruits talented, committed individuals of all ages and gives them the tools they need to make an immediate impact in the classrooms of Boston Public Schools (BPS). I intend to serve as one of the proposed school’s Founding Trustees.

Sincerely,

Jesse Solomon

161

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Portfolio Manager for Education at Strategic Grant Partners, a coalition of Massachusetts-based family foundations. I intend to serve as one of the proposed school’s Founding Trustees.

Sincerely,

Barbara Sullivan

162

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am the Chief Operating Officer of UKA Teacher U, a unique, non-profit teacher training program. I currently serve as a Director of Unlocking Potential, Inc.; if UP Academy receives a charter, I will resign from this role. I intend to serve as one of the proposed school’s Founding Trustees.

Sincerely,

Yutaka Tamura

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(3) Proposed School-Level Employees

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. More specifically, I will serve as one of Unlocking Potential, Inc.’s two Academic Achievement Managers during the 2010-11 academic year. In this role, I will be working full time to develop UP Academy’s English Language Arts curriculum, instruction, and assessment plans and to manage other school-level preparations. In fall 2011, I intend to resign my employment at Unlocking Potential, Inc. and take on an administrative role within the proposed school.

Sincerely,

Jamie Morrison

164

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. More specifically, I will serve as one of Unlocking Potential, Inc.’s two Academic Achievement Managers during the 2010-11 academic year. In this role, I will be working full time to develop UP Academy’s mathematics curriculum, instruction, and assessment plans and to manage other school-level preparations. In fall 2011, I intend to resign my employment at Unlocking Potential, Inc. and take on an administrative role within the proposed school.

Sincerely,

Jesse Robinson

165

(4) Other Founding Team Members

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am a Deputy Director of Education for the Bill & Melinda Gates Foundation, and I serve as a Director of Unlocking Potential, Inc. I do not intend to serve as one of UP Academy’s founding Trustees or school-level employees, but I do intend to work closely with the other founding team members to ensure the successful launch and growth of the proposed school.

Sincerely,

Stacey Childress

166

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

Sincerely,

Nicole Dorn

167

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

As described in the enclosed application, UP Academy Charter School of Boston is proposed as a new Horace Mann Charter School, serving students in grades 6-8, to begin operation in fall 2011. In addition to enrolling a new, incoming cohort of 162 6th grade students, UP Academy will aim to, that first year, serve 100% of the rising 7th and 8th grade students previously enrolled in the Gavin Middle School. The new school will ensure that its students acquire the knowledge, skills, and strength of character necessary to succeed on the path to college and to achieve their full potential.

Sincerely,

Terri Ferraguto Rita

168

MASSACHUSETTS DEPARTMENT OF ELEMENTARY AND SECONDARY EDUCATION HORACE MANN CHARTER SCHOOL APPLICATION STATEMENT OF COMMITMENT

Statement of Commitment

October 1, 2010

Massachusetts Department of Elementary and Secondary Education Charter School Office 75 Pleasant Street Malden, MA 02148-4906

To Whom It May Concern –

It is with great enthusiasm that I submit this Statement of Commitment, indicating my role as a member of the team seeking to found UP Academy Charter School of Boston. I am a Partner at NewSchools Venture Fund, a venture philanthropy firm working to transform public education. I currently serve as a Director of Unlocking Potential, Inc. I do not intend to serve as one of UP Academy’s founding Trustees or school-level employees, but I do intend to work closely with the other founding team members to ensure the successful launch and growth of the proposed school.

Sincerely,

Jordan Meranus

169

H. DRAFT MANAGEMENT CONTRACT The draft school management organization contract between UP Academy and Unlocking Potential starts on the following page.

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ACADEMIC AND BUSINESS SERVICES AGREEMENT By and Between UNLOCKING POTENTIAL, INC. and UP ACADEMY CHARTER SCHOOL OF BOSTON

This Academic and Business Services Agreement (the “Agreement”) is made and entered into as of July 1, 2011 (the “Effective Date”), by and between Unlocking Potential, Inc., a Delaware not for profit corporation (“Unlocking Potential”) and UP Academy Charter School of Boston, a Massachusetts public charter school (the “UP Academy”), each a “Party” and collectively the “Parties.”

WHEREAS, Unlocking Potential is a provider of educational services;

WHEREAS, UP Academy has been granted by the Massachusetts Department of Elementary and Secondary Education the authority to operate a Horace Mann public charter school;

WHEREAS, it is the Parties’ intention to create a relationship based on trust, common educational objectives, and clear accountability, through which they will work together to bring educational excellence to UP Academy; and

WHEREAS, the Parties desire to enter into a written agreement to set forth the terms and conditions of their agreement;

NOW, THEREFORE, in consideration of the recitals and the mutual covenants, representations, warranties, conditions and agreements hereinafter expressed, the Parties agree as follows:

1. DEFINITIONS

“Accountability Plan” means the plan that sets rigorous, measurable goals for student learning outcomes, organizational viability, and faithfulness to charter, as required by the Massachusetts Department of Elementary and Secondary Education.

“Agreement” has the meaning set forth in the recitals.

“Approved Per Pupil Allocation” means the annual per pupil amount of funds granted to UP Academy by BPS (sum of BPS allocated “tuition” and BPS “in-kind contributions”). The amount is established and announced for all Horace Mann public charter schools each year in the BPS district. This amount shall be not less than the district average per pupil amount by grade level, exclusive of private placement tuition, as outlined in the Memorandum of Understanding with BPS.

“Arbitration Rules” has the meaning set forth in Section 11.2(b).

“Authorizer” means the Massachusetts Department of Elementary and Secondary Education.

“Board of Trustees” means the Board of Trustees of UP Academy.

“BPS” means Boston Public Schools.

“Charter Contract” means UP Academy’s charter, issued by the Authorizer, which authorizes UP Academy to organize and operate UP Academy, and which includes the final charter application.

“Claims” has the meaning set forth in Section 9.2.

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“Confidential Information” has the meaning set forth in Section 8.1.

“Cure Period” has the meaning set forth in Section 10.2(b).

“Deficit” has the meaning set forth in Section 7.4(c).

“Derivatives” has the meaning set forth in Section 8.2.

“Dean of Operations” means UP Academy’s senior-most employee who manages non-academic operations, including but not limited to budgeting and financials.

“Deans of Curriculum and Instruction” means UP Academy’s senior-most employees who directly manage academic operations and teachers, including but not limited to curriculum development and teacher training.

“Dispute” has the meaning set forth in Section 11.2(a).

“Effective Date” has the meaning set forth in the recitals.

“Facility” means a building or other structure, of sufficient size to house the student enrollment, suitable for use by UP Academy and meeting all applicable building codes, zoning ordinances and laws, environmental laws and regulations, and all other laws and regulations applicable to the operation of a School.

“FERPA” has the meaning set forth in Section 6.6.

“Finance Committee” is a committee appointed by the Board of Trustees to provide oversight of the financial operations of UP Academy.

“Indemnified Claims” has the meaning set forth in Section 9.2.

“Indemnified Party” has the meaning set forth in Section 9.6(a).

“Indemnifying Party” has the meaning set forth in Section 9.6(a).

“IT” has the meaning set forth in Section 4.7.

“Initial Term” has the meaning set forth in Section 10.1.

“Marks” has the meaning set forth in Section 8.3.

“Party” and “Parties” has the meaning set forth in the recitals.

“Principal” means the person in charge of the day-to-day operation of UP Academy.

“Regulatory Authority” means any United States federal, State or local government, or political subdivision thereof, any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), any arbitrator or arbitral body, or any similar body.

“Renewal Term” has the meaning set forth in Section 10.1.

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“School” is the Horace Mann public charter school operated by UP Academy.

“School Indemnified Persons” has the meaning set forth in Section 9.2.

“Service Fee” has the meaning set forth in Section 7.4.

“State” means the Commonwealth of Massachusetts.

“Student Confidential Information” means all personal and academic information and records pertaining to the students of UP Academy.

“Term” has the meaning set forth in Section 10.1.

“Termination Assistance Period” has the meaning set forth in Section 10.7.

“Termination Notice” has the meaning set forth in Section 10.2(b).

“Third Party Claim” has the meaning set forth in Section 9.6.

“Threshold Amount” has the meaning set forth in Section 9.4.

“Unlocking Potential” has the meaning set forth in the recitals.

“Unlocking Potential School Model” means the educational program prescribed by Unlocking Potential’s operating manuals, to be provided by Unlocking Potential to the Principal, in addition to the services outlined herein and on an ongoing basis.

“UP Academy” has the meaning set forth in the recitals.

“Use” means the right to load, execute, store, transmit, display, copy, disseminate, reproduce, maintain, modify, enhance, create derivative works, make and cause to be made.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Unlocking Potential.

Unlocking Potential represents and warrants as follows:

(a) Organization. Unlocking Potential is a non-stock, not for profit corporation duly organized under the laws of the Commonwealth of Massachusetts, with the purpose and legal ability to contract to provide educational management services. Unlocking Potential shall notify UP Academy of any change in its corporate status. Unlocking Potential shall not change its corporate status such that this Agreement is materially affected.

(b) Authority. Unlocking Potential is authorized to do business in the State. Unlocking Potential has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Unlocking Potential,

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enforceable against Unlocking Potential in accordance with its terms.

(c) Full Disclosure. No representation or warranty of Unlocking Potential herein and no statement, information or certificate furnished or to be furnished by Unlocking Potential pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

(c) Litigation. There is no suit, claim, action or proceeding now pending or, to the knowledge of Unlocking Potential, threatened before any Regulatory Authority, to which Unlocking Potential is a party or which may result in any judgment, order, decree, liability, award or other determination which will or may reasonably be expected to have an adverse effect upon Unlocking Potential. No such judgment, order, decree or award has been entered against Unlocking Potential which has, or may reasonably be expected to have, such effect. There is no claim, action or proceeding now pending or, to the knowledge of Unlocking Potential, threatened before any Regulatory Authority involving Unlocking Potential which will or may reasonably be expected to prevent or hamper the consummation of the agreements contemplated by this Agreement.

(d) Conduct of Unlocking Potential. Unlocking Potential has complied, and at all times during the Term will comply, with all local, state and federal laws and regulations that are applicable to Unlocking Potential, which include, but are not limited to, the Internal Revenue Code, the non-profit corporation law of Massachusetts and relevant Massachusetts law regulating charter schools, including but not limited to M.G.L. c. 71, § 89 and 603 CMR 1.11. Unlocking Potential has maintained and will maintain adequate records of the activities and decisions of Unlocking Potential to ensure and document compliance with all such laws and regulations. Unlocking Potential acknowledges that UP Academy is subject to the Massachusetts public records and open meetings laws of Massachusetts, and relevant Massachusetts law regulating charter schools, and Unlocking Potential shall assist UP Academy with compliance with any applicable State laws, including ensuring that UP Academy has access to any and all records deemed public records of the School in order for UP Academy to respond to any public records requests.

2.2 Representations and Warranties of UP Academy.

UP Academy represents and warrants as follows:

(a) Organization. UP Academy is, and at all times during the Term will be, a Massachusetts Horace Mann charter school, duly organized under the laws of the Commonwealth of Massachusetts, with the purpose and legal ability to contract to operate a charter school and to contract for educational management services.

(b) Authority. Subject to authorization of the DESE, UP Academy has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the agreements contemplated hereby. This Agreement constitutes a valid and binding obligation of UP Academy, enforceable against UP Academy in accordance

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with its respective terms.

(c) Litigation. There is no suit, claim, action or proceeding now pending or, to the knowledge of UP Academy, threatened before any Regulatory Authority, to which UP Academy is a party or which may result in any judgment, order, decree, liability, award or other determination which will or may reasonably be expected to have an adverse effect upon UP Academy. No such judgment, order, decree or award has been entered against UP Academy which has, or may reasonably be expected to have, such effect. There is no claim, action or proceeding now pending or, to the knowledge of UP Academy, threatened before any Regulatory Authority involving UP Academy which will or may reasonably be expected to prevent or hamper the consummation of the agreements contemplated by this Agreement.

(d) Full Disclosure. No representation or warranty of UP Academy herein and no statement, information or certificate furnished or to be furnished by UP Academy pursuant hereto or in connection with the agreement contemplated hereby contains any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

(e) Conduct of UP Academy and the Board of Trustees. UP Academy has complied, and at all times during the Term will comply, with all local, State and federal laws and regulations that are applicable to UP Academy, which include, but are not limited to, the Internal Revenue Code, the public records and open meetings laws of Massachusetts, and relevant Massachusetts law regulating charter schools, including but not limited to M.G.L. c. 71, § 89 and 603 CMR 1.11. UP Academy has maintained and will maintain adequate records of the activities and decisions of UP Academy to ensure and document compliance with all such laws and regulations. UP Academy agrees to provide Unlocking Potential with copies of all such records and to allow Unlocking Potential to, at Unlocking Potential’s discretion, assist with the preparation and retention of such records.

(f) Due Authorization. UP Academy is authorized to organize and operate UP Academy and is vested by the Authorizer with all powers necessary to carry out the educational program outlined in the Charter Contract. Regardless of the delegation of any duties to Unlocking Potential, UP Academy shall at all times retain all rights and responsibilities under the Charter Contract.

3. AUTHORITY

3.1 Delegation of Authority to Unlocking Potential.

UP Academy hereby authorizes Unlocking Potential to undertake the functions specified in this Agreement in regards to business and academic services of UP Academy on behalf of UP Academy, exercised in a manner consistent with the school’s charter and bylaws, it being understood that, at all times, Unlocking Potential remains accountable and subject to the oversight of UP Academy, the Authorizer and State authorities, as provided for in this Agreement and by law. UP Academy also authorizes Unlocking Potential to take such other actions that may not be expressly set forth in this Agreement, but which are necessary in Unlocking Potential’s good faith and reasonable judgment to properly and efficiently manage or operate UP Academy, provided such actions are consistent with the Charter Contract, applicable laws and

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3.2 Unlocking Potential Authority to Subcontract.

Except to the extent prohibited by law or this Agreement, Unlocking Potential may subcontract any function or service it is obligated to provide hereunder, provided that no such subcontract shall relieve or discharge Unlocking Potential from any obligation or liability under this Agreement. Such subcontracting includes but is not limited to utilizing BPS discretionary services available to pilot and Horace Mann charter schools for a fee.

3.3 Conflict with Charter.

Subject to Section 13.5, to the extent there are any conflicts between the terms of the Charter Contract and the terms of this Agreement, the terms of the Charter Contract shall control.

4. DUTIES AND OBLIGATIONS OF UNLOCKING POTENTIAL

In exchange for the Service Fee, described in Section 7.4 and paid by UP Academy to Unlocking Potential, Unlocking Potential will provide a collection of instructional and operational services. These services are listed below. Specific services are subject to change, at Unlocking Potential’s sole discretion, according to Unlocking Potential’s good faith and reasonable judgment. Unlocking Potential shall provide any other services it deems necessary or expedient for the provision of teaching and learning at UP Academy.

 Developing a core curriculum, subject to the Board of Trustees’ approval, and supporting UP Academy’s implementation of the curriculum  Preparing a budget for recommendation to the Board of Trustees  Recruiting the Principal, teachers and other administrators  Initial teacher training for all new teachers and a reasonable amount of ongoing professional development  Initial training, ongoing coaching and evaluation of the Principal(s)  Finding an adequate Facility and coordinating the completion of major capital improvements, as necessary and not already fulfilled by BPS in accordance with relevant agreements  Facilitating UP Academy’s purchase and procurement of information technology equipment and services, and providing certain computer and information technology support to the School  Managing the start-up and pre-turnaround process associated with UP Academy  Conducting a school inspection and evaluation annually  Fundraising  Marketing and advocacy for UP Academy, both independently and in conjunction with BPS’s existing marketing and advocacy, including but not limited to the annual Showcase of Schools

Unlocking Potential may, but is not obligated to, provide additional services to UP Academy upon request. Unlocking Potential and UP Academy agree to negotiate in good faith additional compensation for such additional services. Unlocking Potential may perform functions off-site, except as prohibited by State law. Unlocking Potential may utilize web-based systems to provide support and counsel to UP Academy.

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In addition to any duties and obligations expressly attributed to Unlocking Potential as set forth in Article 5, Unlocking Potential (in collaboration with UP Academy) shall have the following duties and obligations:

4.1 Curriculum.

Unlocking Potential shall supply UP Academy with a curriculum that is in line with the Massachusetts curriculum framework, which curriculum shall be subject to the final approval of the Board of Trustees. The curriculum will include scope and sequence, an assessment system, a daily schedule and a variety of curriculum materials and related documents. UP Academy will reimburse Unlocking Potential for the materials provided, at cost.

Unlocking Potential shall support UP Academy in implementing the Unlocking Potential curriculum in a manner that is consistent with all applicable laws, including requirements regarding content and subjects of instruction, unless such requirement has been waived by the relevant authorities. Unlocking Potential will provide UP Academy with information, systems and materials for implementing the curriculum, and initial staff training.

UP Academy shall be obliged to implement the curriculum as provided, with reasonable latitude to adjust it to relevant circumstances. UP Academy shall submit any substantial changes to the curriculum to Unlocking Potential for approval and possible incorporation into Unlocking Potential’s curriculum materials. Unlocking Potential may include such changes in the curriculum it distributes to other schools which it may manage.

4.2 Student Evaluation.

Unlocking Potential shall implement student performance evaluation systems, which permit evaluation of the educational progress of each student at UP Academy in accordance with the goals set forth in the Charter Contract and any additional guidelines set forth by the Authorizer. UP Academy, with Unlocking Potential’s assistance, shall ensure that the students take all State required standardized tests in accordance with State laws and regulations. UP Academy, with Unlocking Potential’s assistance, shall maintain detailed statistical information on the performance of (i) UP Academy as a whole, (ii) each individual student, and (iii) each grade. Unlocking Potential and UP Academy shall cooperate in good faith to identify other measures of and goals for student and school performance, including but not limited to parent, teacher, and student satisfaction.

Once the Authorizer has approved the Accountability Plan of UP Academy, both Parties are committed to the achievement of the goals set forth in the Accountability Plan. The Board of Trustees shall, at least once per year, evaluate whether and how Unlocking Potential has supported the achievement of the goals set forth in the Accountability Plan.

4.3 Annual Audit.

Unlocking Potential shall cooperate and provide all information deemed necessary by UP Academy for the proper completion of its annual financial audit and other reasonably requested information, to the extent such information is in possession or under the control of Unlocking Potential, needed to complete an annual financial audit of UP Academy.

4.4 Budget and Financial Statements.

On or before May 1 of each year, Unlocking Potential, the Principal, and the Dean of Operations will

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The annual budget for UP Academy shall provide for all anticipated sources of revenue and for payment of all operating expenses related to the opening and operation of UP Academy, including, but not limited to: reimbursement to Unlocking Potential of certain expenses, including Unlocking Potential’s Service Fee; the Principal(s)’s compensation, including his or her salary and benefit costs; debt payments owing and owed to Unlocking Potential by UP Academy; marketing and public relations costs; supplies; maintenance; staff development; curriculum materials; assessment materials and consulting fees; other third party consulting expenses; Accountability Plan costs; transportation and travel; printing and duplicating; postage; legal fees; and accounting fees.

With respect to these items, Unlocking Potential shall act as the disbursement agent on behalf of UP Academy to timely pay all such agreed upon budget expenditures out of funds available therefore from UP Academy bank accounts, from which UP Academy shall give Unlocking Potential authority to remit payments. Unlocking Potential shall submit invoices and all supporting documentation of expenses to UP Academy. UP Academy shall be the lawful owner of all real and personal property purchased with such funds, except for property covered by Article 8, which property shall be the sole and exclusive property of Unlocking Potential. Unlocking Potential shall have no responsibility to make any purchases on behalf of UP Academy or to act as disbursement agent for UP Academy unless and until the funds for such expenditures are in UP Academy bank accounts to which Unlocking Potential has access.

Unlocking Potential agrees to provide all information deemed necessary by UP Academy for the proper completion of its budget and financial reports and other reasonably requested information. The Dean of Operations, with the assistance of and in close consultation with Unlocking Potential, shall prepare financial statements on a periodic basis, for review and approval by the Board of Trustees, at a frequency deemed to be reasonable by both Parties but no less than quarterly. Such statements shall include whatever information and data as is reasonably necessary to enable the Board of Trustees and Unlocking Potential to monitor UP Academy’s performance under this and related agreements including the effectiveness and efficiency of its operations. All financial statements will follow the generally accepted auditing principals and will comply with the Authorizer’s prescribed format for charter school reporting.

The Dean of Operations shall also prepare updates to the annual budget as needed, to be presented by the Principal to the Board of Trustees for approval. Such updates shall be delivered by the Principal or the Dean of Operations to the Chief Financial Officer of BPS.

4.5 Principal.

The accountability of Unlocking Potential to UP Academy is an essential foundation of the Parties' relationship, and the performance of the Principal is critical to UP Academy's success. Therefore, the Unlocking Potential CEO and his/her delegate shall have the authority and responsibility, to the maximum extent consistent with State law and any applicable Memoranda of Understanding with BPS, to recruit and supervise the Principal(s) and to hold him or her accountable for the success of UP Academy.

When a vacancy arises in the Principal position, Unlocking Potential shall nominate a candidate to become the new Principal. The Board of Trustees shall vote on whether to accept the candidate nominated by Unlocking Potential. If the Board of Trustees votes not to accept the candidate, Unlocking Potential shall nominate additional candidates until the Board of Trustees and Unlocking Potential agree that a candidate so nominated meets their shared standards of excellence.

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Once a candidate is agreed upon, Unlocking Potential shall present the proposed terms of the Principal’s employment to the Board of Trustees, including therein the duties and compensation of the Principal. The Board of Trustees shall then vote on the approval of the terms of the Principal’s employment. If the Board of Trustees should vote not to accept the terms of the employment, Unlocking Potential shall propose either new terms of employment or a new candidate for Principal.

The candidate and the candidate’s salary shall be subject to final approval by the Superintendent of BPS, as outlined in any applicable Memoranda of Understanding with BPS.

The Principal shall serve pursuant to a contract, which contract may be renewed by the Board of Trustees, subject to approval by Unlocking Potential. If either the Board of Trustees or Unlocking Potential wishes not to renew the Principal’s contract, the Board of Trustees shall submit such recommendation to the Superintendent of BPS, as outlined in any applicable Memoranda of Understanding.

In that event, Unlocking Potential shall nominate a new candidate to become the Principal and then present terms of that Principal’s employment, as provided above, until the Board of Trustees and Unlocking Potential agree that a candidate so nominated meets their shared standards of excellence, and until the Principal receives final approval by the Superintendent of BPS.

Either Unlocking Potential or the Board of Trustees may recommend to terminate the Principal’s contract at any time, such termination requiring the approval of the Superintendent of BPS, as outlined by any applicable Memoranda of Understanding with BPS.

The Principal shall coordinate the management of UP Academy with, and report on a frequent basis to, the Unlocking Potential CEO or a designee specified in writing by the Unlocking Potential CEO. Notwithstanding the foregoing, the Principal shall be an employee of UP Academy.

Unlocking Potential will (a) provide an intensive leadership training program for each new Principal, (b) conduct a Principal evaluation once per year, using a comprehensive performance assessment model and (c) provide ongoing coaching and training for the Principal.

4.6 Teachers and Other School Personnel.

Unlocking Potential shall support UP Academy in the recruitment of teachers, administrators, and other personnel for UP Academy. Specifically, Unlocking Potential will work to build a pool of applicants who are licensed and highly qualified, in accordance with State statue, through advertising, networking and other methods. Unlocking Potential will conduct preliminary screens of candidates and will forward resumes of promising candidates to the Principal. The Principal shall have the final authority to hire such teachers, administrators, and other personnel. All employees working at UP Academy shall be employees of UP Academy. The Principal shall have the final authority to terminate UP Academy employees, although Unlocking Potential may recommend termination of an UP Academy employee.

The Principal shall have the authority to determine the compensation of all UP Academy employees, within the constraints of the budget adopted by the Board of Trustees, the Memorandum of Understanding with BPS, and Massachusetts state law.

Unlocking Potential, in conjunction with the Principal, shall perform the following personnel functions:

(a) determining staffing levels;

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(b) determining staff responsibilities;

(d) initial training in Unlocking Potential’s methods, curriculum, program, and technology to all teaching personnel; and

(e) training to all non-teaching personnel as Unlocking Potential, in consultation with the Principal, determines is necessary.

Unlocking Potential will provide initial teacher training to all new Unlocking Potential teachers in the basics of the Unlocking Potential methodology. Unlocking Potential will assist UP Academy (specifically the Principal and Deans of Curriculum and Instruction) to develop the internal capacity to deliver ongoing teacher training and support. Unlocking Potential will work closely with the Principal to jointly plan and deliver ongoing teacher training.

4.7 Equipment and Information Technology.

Unlocking Potential will manage UP Academy’s start-up process, and facilitate UP Academy’s purchase, at UP Academy’s expense, of desks and other furniture, equipment, library and media materials, and other similar materials and furnishings integral to the operation of a school. The Parties acknowledge that any procurement or purchase of supplies or services for UP Academy referenced herein shall be made in compliance with State law, including Mass. Gen. Laws, Chapter 30B (“Chapter 30B”).

Unlocking Potential will facilitate UP Academy’s purchase and procurement of information technology (“IT”) equipment and services. In addition, Unlocking Potential will provide sufficient computer and IT support to UP Academy to allow for necessary school operations, which may include electronic communication, student and financial record keeping, student evaluation, and curriculum implementation, as determined by Unlocking Potential with input from the Principal.

Any IT support and maintenance may be directly implemented by Unlocking Potential or provided for by outside vendors. All vendor products and services will be paid for by UP Academy, unless otherwise specified by Unlocking Potential. All support directly implemented by Unlocking Potential shall be reimbursable by UP Academy, unless otherwise specified by Unlocking Potential. That amount Unlocking Potential charges shall be sufficient to cover the costs it incurs and no more.

4.8 School Evaluation.

Unlocking Potential will conduct a thorough school evaluation on an annual basis. The evaluation will be designed as a comprehensive school inspection by a team of Unlocking Potential evaluators and possible outside evaluators as deemed necessary by Unlocking Potential. The team will observe classes and other school operations, analyze a wide variety of data, review student work samples, meet with parents, students, and teachers, and engage in other activities designed to obtain a detailed picture of the School and student success in preparation for Charter Contract renewal.

4.9 Fundraising.

Unlocking Potential and UP Academy may together, or UP Academy may independently, solicit and receive grants and donations from public and private sources consistent with the mission and Charter Contract of UP Academy, for the benefit of UP Academy, provided that

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(a) monies raised from Unlocking Potential fundraising activities specifically for UP Academy shall be given to or used solely for the benefit of UP Academy; and

(b) any solicitation of such grants or donations by Unlocking Potential in the name of UP Academy shall be subject to the prior approval of UP Academy.

Nothing in this Section 4.9 will be construed to prohibit Unlocking Potential from soliciting grants and donations solely for its own general corporate purposes and using such donations or grants solely for such purposes. Monies derived from general Unlocking Potential fundraising activities that do not expressly reference UP Academy shall be used or distributed as Unlocking Potential deems appropriate, in its sole discretion, including but not limited to use for the benefit of, or distribution among, other schools that Unlocking Potential manages.

4.10 Marketing; Advocacy.

Unlocking Potential will market and advocate for UP Academy.

Unlocking Potential will assist UP Academy in its student recruitment efforts, both independently and in conjunction with BPS’s existing marketing and advocacy, including but not limited to the annual Showcase of Schools.

Unlocking Potential will coordinate and manage any and all public relations services with the community and the media, subject to approval of the Board of Trustees.

5. DUTIES AND OBLIGATIONS OF THE SCHOOL

In addition to any duties and obligations expressly attributed to UP Academy as set forth in Article 4, UP Academy (in collaboration with Unlocking Potential) shall have the following duties and obligations:

5.1 Provision of Suitable School Facilities.

(a) Should UP Academy need to be moved in any subsequent year, UP Academy shall use its best efforts to identify a new Facility, either by working with BPS to identify an existing BPS building or by finding one in another location. Unlocking Potential, if requested by UP Academy, will provide support in working with BPS and will use commercially reasonable efforts to assist UP Academy in the identification of a Facility if necessary. UP Academy will consult with and obtain approval (not to be unreasonably withheld or delayed) from Unlocking Potential prior to entering into a lease or purchase of a Facility.

(b) UP Academy shall procure and maintain insurance if not already covered by BPS, or otherwise hold Unlocking Potential harmless, for damage or loss to the property, to the extent permitted by law. Unlocking Potential shall not be liable under any lease or other document pertaining to a Facility.

5.2 Annual Audit.

UP Academy shall arrange and pay for a financial annual audit of UP Academy to be conducted in compliance with State law and regulations, and showing the manner in which funds are spent at UP Academy.

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The annual audit shall be performed by an independent, certified public accountant hired by the Board of Trustees of UP Academy, who shall consult with Unlocking Potential prior to selecting the certified public accountant.

5.3 Legal Services.

UP Academy shall arrange and, if necessary, pay for its own legal services.

5.4 Accounting, Bookkeeping, Procurement, and other Financial Functions.

UP Academy shall be responsible and accountable for the following financial, accounting, and bookkeeping functions:

(a) timely payment of invoices;

(b) payroll, in accordance with Section 5.5.

(d) debit and credit entries, using the financial management software selected by Unlocking Potential; and

(e) procurement.

Unlocking Potential shall provide support and training to the Dean of Operations as may pertain to the functions listed above. Unlocking Potential shall also work closely with the Dean of Operations to ensure accurate and timely financial reporting to the Board of Trustees and funding agencies, including but not limited to the Massachusetts State Department of Education.

5.5 Payroll, Employee Salaries and Benefits.

BPS shall be responsible and accountable for the funding and payment of the salaries, fringe benefits, and State and federal payroll taxes for all individuals employed at UP Academy, in accordance with the Memorandum of Understanding. UP Academy shall be responsible for monitoring BPS’s implementation of this. Should the Memorandum of Understanding ever become inapplicable, void, or expired, in whole or in part, or should BPS fail to fulfill its obligation as outlined in Section 5.5, UP Academy shall be responsible for payment of salaries, fringe benefits, and State and federal payroll taxes.

6. OPERATION OF THE SCHOOL

6.1 Students with Special Needs.

UP Academy recognizes its obligation to provide an appropriate education to all students enrolled in UP Academy, regardless of special need, in accordance with the requirements of the Individuals with Disabilities Education Act (IDEA) and Section 504 of the Rehabilitation Act of 1973. As required by law, UP Academy shall be open to individuals with handicapping conditions and other special needs. Unlocking Potential may, on behalf of UP Academy, subcontract as necessary and appropriate to a municipal, public or private contractor or otherwise for the provision of special education services, subject to approval by UP Academy. Any cost, fee or expense associated with such subcontract will be paid by UP Academy.

6.2 Recruitment and Admission.

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Unlocking Potential and UP Academy shall be jointly responsible for the recruitment of students, both independently and in coordination with BPS’s existing recruitment efforts, including but not limited to the Showcase of Schools. UP Academy shall be responsible for administration of an admissions lottery, if necessary.

Application by or for students shall be voluntary, and shall be in writing. Admission shall be open to all individuals who reside within Boston, on a space-available basis without regard to race, color, national origin, creed, sex, ethnicity, sexual orientation, mental or physical disability, age, ancestry, athletic performance, special need, proficiency in the English language, academic achievement, or any other basis that would be illegal if used by a public school district. If there are more applications for enrollment for any grade in UP Academy than there are spaces available for such grade, students shall be selected using a lottery consisting of a random selection process, as outlined in the Charter Contract and in accordance with applicable State, federal, and local law.

6.3 School Day and Year for Students.

Unlocking Potential shall determine the length of the school day and the duration and timing of the school year, so as to best prepare UP Academy to fulfill its educational mission. UP Academy will utilize an extended school day and extended school year, as described in the Charter Contact.

6.4 School Policies.

UP Academy and Unlocking Potential are committed to the success of the educational program set forth in the Unlocking Potential School Model and related documents. Consequently, Unlocking Potential shall make reasonable recommendations to UP Academy concerning calendar, policies, rules, regulations, procedures, personnel, and budget, to enable UP Academy to implement the Unlocking Potential School Model; and UP Academy shall exercise good faith in considering and adopting Unlocking Potential’s recommendations, so that Unlocking Potential’s School Model may be properly implemented.

6.5 Due Process and Code of Conduct.

Unlocking Potential shall work with the Principal to develop a Code of Conduct for UP Academy. The Code of Conduct shall be developed in full compliance with federal and State law and regulations, including but not limited to M.G.L. c. 71, § 89 and 603 CMR 1.11, and shall contain clear language regarding due process and steps. The Principal shall submit the Code of Conduct to the Board of Trustees for approval. Any amendments to the Code of Conduct shall require approval by the Board of Trustees. UP Academy shall submit the Code of Conduct to BPS prior to the start of each school year.

UP Academy shall provide students due process hearings in conformity with the requirements of State and federal law regarding discipline, special education, confidentiality and access to records. The Principal shall have the authority to suspend a student as provided for in the Charter Contract or in subsequent policies adopted by the Board of Trustees. Only the Board of Trustees may expel a student, based on a recommendation by the Principal.

6.6 Family Educational Rights and Privacy Act.

UP Academy hereby designates employees of Unlocking Potential as agents of UP Academy having a legitimate educational interest such that they are entitled access to education records under 20 U.S.C. § 1232g, the Family Educational Rights and Privacy Act (“FERPA”). Unlocking Potential, its officers and employees shall comply with FERPA at all times.

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6.7 Student Confidential Information.

Unlocking Potential and UP Academy will maintain the proper confidentiality of personnel, student, and other records as required by law and the Charter Contract.

5. FINANCIAL ARRANGEMENTS

7.1 Funding Eligibility.

The Dean of Operations and the Principal shall be responsible for complying with applicable requirements for the purpose of receiving or maintaining UP Academy’s eligibility to receive from Boston, from Massachusetts, and from the federal government all applicable funds to which UP Academy is entitled. UP Academy shall apply for all State aid or other monies it is eligible to receive from the Authorizer. Unlocking Potential shall provide such assistance to UP Academy in the preparation or review of State aid applications and reports as UP Academy may request. UP Academy shall permit Unlocking Potential to review any such applications and reports prior to their submission.

7.2 Donations and Grants.

Both UP Academy and Unlocking Potential may solicit and receive grants and donations consistent with the mission of UP Academy, in a manner which is consistent with Section 4.9.

7.3 Extracurricular Fees.

Consistent with local practice and as allowed by law, UP Academy may charge fees to students for extra services such as summer activities, extracurricular clubs and after school athletics.

7.4 Service Fee.

(a) For each school year covered by this Agreement (those school years being five successive 12-month periods, each beginning on July 1, and the first beginning on July 1, 2011), UP Academy shall pay Unlocking Potential a service fee equal to eight percent of: the average number of students enrolled during that school year, multiplied by the Approved Per Pupil Allocation (the “Service Fee”). The Service Fee shall be based on an estimate of the number of students expected to be enrolled in that school year. At the end of that school year, if the estimated enrollment differs from the actual enrollment, the Service Fee shall be adjusted accordingly and (i) for the first four school years, the amount equal to the difference between the estimated Service Fee and the actual Service Fee shall be added to or subtracted from, as appropriate, the first invoice of the following school year (i.e., in accordance with Section 7.4(b), the October invoice) and (ii) for the final school year of the Term, the amount equal to the difference between the estimated Service Fee and the actual Service Fee shall be paid by the appropriate party to the other party no later than the first day of October following the end of such school year.

(b) Subject to Section 7.4(a) and Section 7.4(c), Unlocking Potential will receive its Service Fee in the same number of installments and in the same proportion that UP Academy receives its revenues. Each installment of the Service Fee will be due and payable within thirty (30) days of receipt by UP Academy of the revenues related thereto.

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which it agreed as part of UP Academy’s approved budget for any school year and if UP Academy’s budgeted expenses exceed its revenue for that year, the final payment with respect to that year (or such smaller portion of the final payment as is equal to the difference between revenue and budgeted expenses for that year (the “Deficit”) shall be deferred until UP Academy shall obtain sufficient resources to meet the budgeted expenses, including the full Service Fee, for that year. If the final payment is not sufficiently large to cover the Deficit, then the final payment plus all or a sufficient portion of the penultimate payment (and payments immediately preceding the penultimate payment, if necessary) shall be withheld, in the same manner as stated above in 7.4(c).

7.5 Unlocking Potential Not Required to Make Loans or Advances.

Unlocking Potential shall have no obligation to advance or lend any funds to UP Academy.

6. PROPRIETARY AND CONFIDENTIAL INFORMATION

8.1 Confidential Information.

“Confidential Information” means:

(a) any and all technical and non-technical information, whether communicated orally or in writing, including, without limitation, patent, copyright, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, formulae, apparatus, equipment and biological materials related to the current, future and proposed products, services, or projects of Unlocking Potential, and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts and sales and marketing plans, and any Derivatives of the foregoing whether created by Unlocking Potential or UP Academy;

(b) any instructional materials, training materials, curriculum and lesson plans, and any other materials developed by Unlocking Potential, its employees, agents or subcontractors, or any individual working for or supervised by Unlocking Potential;

(c) any information disclosed by Unlocking Potential to UP Academy or known by UP Academy as a result of the relationship created by this Agreement, which information is not generally known or publicly available and that in any way relates to Unlocking Potential’s products; services; techniques or know-how; trade secrets; ideas; processes; computer programs; documents; materials; business information; marketing materials (including costs, pricing, and customer lists); and

(d) all information received in confidence from third parties by Unlocking Potential.

“Confidential Information” shall not include Student Confidential Information.

8.2 Derivatives.

“Derivatives” means:

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(a) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted;

(b) for patentable or patented material, any improvement thereon; and

(c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent, trade secret, and/or any other recognized proprietary right.

Marks.

“Marks” means all trademarks, service marks, design marks, trade names, domain names, registrations and applications for registration thereof, and any common law rights pertaining thereto, belonging to Unlocking Potential. Such materials shall include, but are not limited to, “Unlocking Potential”.

Treatment of Marks.

Ownership of Marks. All Marks, created by Unlocking Potential remain the property of Unlocking Potential, and no license or other right to use, modify and/or sell the Marks is granted or implied hereby, except as set forth in Section 8.4(b).

License to UP Academy. Unlocking Potential hereby grants to UP Academy, solely as may reasonably be required in connection with the performance of this Agreement, a nonexclusive, nontransferable, limited right to Use the Marks during the Term. UP Academy may grant its agents, subcontractors, vendors and consultants the right to Use the Marks, solely as may be reasonably necessary in connection with the performance of this Agreement, and provided such agents, subcontractors, vendors and consultants comply with the terms of this Article 8.

Cease of Use of Marks. Upon termination or expiration of this Agreement, UP Academy will not have any right to make any use whatsoever of the Marks. To the extent that UP Academy’s corporate name, curriculum or any other materials include any of the Marks, including but not limited to the Unlocking Potential name, and unless expressly agreed to in writing by Unlocking Potential, UP Academy shall immediately upon termination or expiration of this Agreement (i) return to Unlocking Potential or destroy such materials as may be returned or destroyed and (ii) change such name and/or materials so that they do not include any of the Marks, or any portion of the Marks.

Treatment of Confidential Information.

Ownership of Confidential Information. All Confidential Information and any Derivatives thereof, created by Unlocking Potential remain the property of Unlocking Potential, and no license or other right to use, modify and/or sell the Confidential Information and any Derivatives thereof is granted or implied hereby, except as set forth in Section 8.5(b).

License to UP Academy. Unlocking Potential hereby grants to UP Academy, solely as may reasonably be required in connection with the performance of this Agreement, a nonexclusive, nontransferable, limited right to have access to and Use the Confidential Information during the Term. UP Academy may grant its agents, subcontractors, vendors and consultants the right to have access to and Use the Confidential

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Information, solely as may be reasonably necessary in connection with the performance of this Agreement, and provided such agents, subcontractors, vendors and consultants agree in writing to comply with the terms of this Article 8.

Use of Third Party Proprietary Information. UP Academy will not knowingly infringe upon, or permit any of its employees or agents to knowingly infringe upon, any rights of any third party or knowingly violate the patent, copyright, trademark, trade secret, or other proprietary right of any third party in connection with the performance of this Agreement, and if UP Academy becomes aware of any such infringement or alleged instance of infringement, UP Academy agrees to notify Unlocking Potential promptly in writing.

Disclosure of Confidential Information. UP Academy acknowledges that prior to the Term, Unlocking Potential may have disclosed, and during the Term Unlocking Potential may disclose, Confidential Information to UP Academy, including that information which is currently in existence as well as that which may be created in the future.

Unlocking Potential recognizes the importance of sharing insights and best practices within the education community, and as such grants to UP Academy the right to share Confidential Information with BPS, Horace Mann charter schools, and other district schools across the Commonwealth of Massachusetts, as UP Academy determines proper according to its judgment or as required by law.

Notwithstanding Section 8.4(d)(i), UP Academy agrees that it will not at any time or in any manner, directly or indirectly, disclose any Confidential Information to any third party without the prior written consent of Unlocking Potential unless such disclosure is required by law. Unlocking Potential agrees that it shall not unreasonably withhold or delay such written authorization.

UP Academy shall treat all Confidential Information with the same degree of care as a reasonable and prudent person would accord his or her own confidential information, and shall use its best efforts to assure that it, its employees and its agents do not disclose or Use such Confidential Information, other than as may be reasonably necessary in connection with the performance of this Agreement.

To the extent a final order from a Regulatory Authority requires UP Academy to disclose any Confidential Information, UP Academy shall not be considered in breach of this Section 8.5(d); provided that UP Academy provides prior notice to Unlocking Potential, if permitted by the Regulatory Authority.

Return of Confidential Information. Any and all Confidential Information and any Derivatives thereof, including all written and electronic copies, in UP Academy’s possession or control shall be returned to Unlocking Potential promptly upon termination or expiration of this Agreement upon request by Unlocking Potential. All materials furnished by Unlocking Potential to UP Academy in connection with any Confidential Information and any Derivatives thereof, including all written and electronic copies, shall be returned to Unlocking Potential promptly upon termination or expiration of this Agreement upon request by Unlocking Potential. Upon such return, UP Academy will not have any right to Use the Unlocking Potential Confidential Information, nor any Derivatives thereof, nor such materials.

Rights to Confidential Information. Except as required for the Parties’ performance hereunder, nothing in this Agreement shall be construed to require Unlocking Potential to provide, or to entitle UP Academy to obtain, any Confidential Information or any rights therein.

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Specific Performance.

In addition to all of the remedies otherwise available to Unlocking Potential, including, but not limited to, recovery of damages and reasonable attorneys’ fees incurred in the enforcement of this Article 8, Unlocking Potential shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Article 8. All of Unlocking Potential’s remedies for breach of this Article 8 shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. UP Academy acknowledges and agrees that Unlocking Potential’s rights under this Article 8 are special and unique and that any violation of this Article 8 by UP Academy would not be adequately compensated by money damages alone.

9. INDEMNIFICATION

9.1 Representations and Warranties.

All representations and warranties hereunder shall be deemed to be material and relied upon by the Parties with or to whom the same were made, notwithstanding any investigation or inspection made by or on behalf of such Party or Parties.

9.2 Indemnification of UP Academy.

Unlocking Potential shall hold UP Academy and its trustees, officers, successors, assigns, and agents (the “School Indemnified Persons”) harmless and indemnify each of them from and against any and all claims, losses, damages, liabilities, penalties, fines, expenses or costs (“Claims”), plus reasonable attorneys’ fees and expenses incurred in connection with Claims and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate published in The Wall Street Journal, Midwest edition, from time to time prevailing (collectively, the “Indemnified Claims”), incurred or to be incurred by any School Indemnified Person resulting from or arising out of (i) Unlocking Potential’s gross negligence or willful misconduct or (ii) any breach or violation of Unlocking Potential’s representations, warranties, covenants, or agreements contained in this Agreement.

9.3 Indemnification of Unlocking Potential.

UP Academy shall, to the extent permitted by law, hold Unlocking Potential and its affiliates and the shareholders, directors, officers, partners, successors, assigns, and agents of each of them harmless and indemnify each of them from and against any and all Indemnified Claims incurred or to be incurred by any of them resulting from or arising out of (i) UP Academy’s gross negligence or willful misconduct or (ii) any breach or violation of UP Academy’s representations, warranties, covenants or agreements contained in this Agreement.

9.4 Limitation on Claims of UP Academy.

Notwithstanding anything in this Agreement to the contrary, there shall be no liability for any Claim and Unlocking Potential shall have no obligations or liabilities pursuant to Section 9.2 : until the aggregate of the Claims suffered or incurred by UP Academy exceeds five thousand dollars ($5,000) (the “Threshold Amount”). After the Threshold Amount has been met there shall be liability for the aggregate amount of all Claims; to the extent such liabilities are not covered by insurance and exceed the Service Fee paid to Unlocking

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Potential during the academic year in which the action or omission giving rise to the Claim occurred; if such liabilities are covered by insurance, to the extent the amount of such liabilities exceeds the amount of any insurance proceeds received for the insured event (under insurance policies referenced in this Agreement) giving rise to the liabilities; and if the claim for indemnification is made pursuant to Section 9.2, to the extent that Unlocking Potential can demonstrate that UP Academy had, prior to the Closing, actual knowledge that the applicable representation or warranty was untrue or incomplete or had been breached or that the applicable covenant had been breached or was unfulfilled prior to the Closing.

Limitation on Claims of Unlocking Potential.

Notwithstanding anything in this Agreement to the contrary, there shall be no liability for any Claim and UP Academy shall have no obligations or liabilities pursuant to Section 9.3: until the aggregate of the Claims suffered or incurred by Unlocking Potential exceeds the Threshold Amount; provided, however, that the limitation in this clause (a) shall not apply to Claims relating to misuse of intellectual property (including breach of Article 8). After the Deductible has been met there shall be liability for the aggregate amount of all Claims. to the extent such liabilities are not covered by insurance and exceed the Service Fee paid by UP Academy during the academic year in which the action or omission giving rise to the Claim occurred; provided, however, that the limitation in this clause (b) shall not apply to Claims or other liabilities relating to misuse of intellectual property (including breach of Article 8); if such liabilities are covered by insurance, to the extent the amount of such liabilities exceeds the amount of any insurance proceeds received for the insured event (under insurance policies referenced in this Agreement) giving rise to the liabilities; provided, however, that the limitation in this clause (c) shall not apply to Claims or other liabilities relating to misuse of intellectual property (including breach of Article 8); and if the claim for indemnification is made pursuant to Section 9.3, to the extent that UP Academy can demonstrate that Unlocking Potential had, prior to the Closing, actual knowledge that the applicable representation or warranty was untrue or incomplete or had been breached prior to the Closing.

Indemnification of Third-Party Claims.

The obligations and liabilities of any Party to indemnify the other under this Article 9 with respect to a Claim relating to or arising from third parties (a “Third Party Claim”) shall be subject to the following terms and conditions:

Notice and Defense. The Party to be indemnified (the “Indemnified Party”) will give the Party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party, at its sole cost and expense, may undertake the defense thereof by representatives chosen by it. Failure to give notice shall not affect the Indemnifying Party’s duty or obligations under this Article 9 except to the extent the Indemnifying Party is prejudiced thereby. If the Indemnifying Party

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Failure to Defend. If the Indemnifying Party, within thirty (30) days after notice of any such Claim, fails to dispute the obligation of the Indemnifying Party with respect to such Claim and fails to defend such Claim actively and in good faith, then the Indemnified Party will (upon written notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party’s defense, compromise, settlement or consent to judgment therein.

Indemnified Party’s Rights. Anything in this Article 9 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim.

Payment.

The Indemnifying Party shall promptly pay the Indemnified Party any amount due under this Article 9. Upon judgment, determination, settlement or compromise of any third party claim, the Indemnifying Party shall pay promptly on behalf of the Indemnified Party, and/or to the Indemnified Party in reimbursement of any amount theretofore required to be paid by it, the amount so determined by judgment, determination, settlement or compromise and all other Claims of the Indemnified Party with respect thereto, unless in the case of a judgment an appeal is made from the judgment. If the Indemnifying Party desires to appeal from an adverse judgment, then the Indemnifying Party shall post and pay the cost of the security or bond to stay execution of the judgment pending appeal. Upon the payment in full by the Indemnifying Party of such amounts, the Indemnifying Party shall succeed to the rights of such Indemnified Party, to the extent not waived in settlement, against the third party who made such third party claim.

9.8 Adjustment of Liability.

In the event an Indemnifying Party is required to make any payment under this Article 9 in respect of any damages, liability, obligation, loss, claim, or other amount indemnified hereunder, such Indemnifying Party shall pay the Indemnified Party an amount which is equal to the sum of (i) the amount of such damages, liability, obligation, loss, claim or other amount, minus (ii) the amount of any insurance proceeds the Indemnified Party actually receives with respect thereto, minus (iii) any third party payments actually received by the Indemnified Party with respect to such damages, liability, obligation, loss, claim or other amount after demand or notice to such third party from the Indemnifying Party (with the consent of the

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Indemnified Party which will not be unreasonably withheld).

9.9 Loans from Unlocking Potential to UP Academy.

Any loan or advance made by Unlocking Potential to UP Academy shall not be subject to the foregoing provisions of this Article 9, and shall instead be subject to the terms of such loan or advance.

10. TERM AND TERMINATION

10.1 Term.

This Agreement shall have an initial term commencing on the Effective Date and ending on the earlier of (i) June 30, 2016 following the fifth anniversary of the Effective Date or (ii) the expiration of the initial term of the Charter Contract (the “Initial Term”), and, beginning on June 30, 2016, shall automatically be renewed for additional renewal terms ending on the later of June 30 of each year or the expiration of any renewal term of the Charter Contract (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless written notice of intent to terminate or renegotiate is given by either Party not later than the March 30 prior to the end of the Initial Term or the December 31 prior to the end of any Renewal Term. In no event shall this Agreement or any such renewal or renegotiations extend beyond the effective date of the Charter Contract or subsequent Charter Contract granted by the Authorizer.

Termination by UP Academy.

UP Academy may terminate this Agreement in accordance with the following provisions:

Termination for Cause. Subject to the provisions of subparagraph (b) below, UP Academy may terminate this Agreement for cause at any time during the Term. For purposes of this Section 10.2, the term “for cause” shall mean:

Unlocking Potential becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors;

Unlocking Potential has been found by an arbitrator to have been grossly negligent in the use of funds to which UP Academy is entitled; a Regulatory Authority has revoked any license which may be required for Unlocking Potential to carry on its business and perform its obligations and functions under this Agreement;

UP Academy fails to make reasonable progress toward achievement of the goals and objectives outlined in the Accountability Plan after a period of at least three years from the Effective Date of this Agreement; subject to Section 5.7, Unlocking Potential violates any material provision of law with respect to UP Academy from which UP Academy was not specifically exempted and which results in material adverse consequences to UP Academy;

Unlocking Potential materially breaches any of the material terms and conditions of this Agreement; the Authorizer revokes its Charter Contract with UP Academy;

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Unlocking Potential Right to Cure. Prior to exercising its right to terminate this Agreement pursuant to Section 10.2(a), UP Academy shall give Unlocking Potential written notice of its basis for terminating the Agreement (a “Termination Notice”). The Termination Notice shall specify the section of this Agreement upon which UP Academy is relying on for the termination and the requirements for correction of the breach. Upon receipt of the Termination Notice, Unlocking Potential shall have 60 business days to remedy the breach (the “Cure Period”). If the breach is not corrected within the Cure Period, UP Academy may immediately terminate the Agreement.

Deferral of Termination for Waivers. Notwithstanding the foregoing provisions of this Section 10.2, in the event that federal or State rules or regulations, existing as of the Effective Date or thereafter enacted, interfere with the Unlocking Potential School Model, UP Academy’s termination right under Section 10.2(b) shall be deferred for a period of time as may be reasonably required to apply for and support a waiver as contemplated by Section 5.7. Upon either (i) failure of the Parties’ good faith efforts to obtain such a waiver or (ii) the determination of Unlocking Potential, in its sole discretion, that such waiver is (a) unnecessary, (b) highly unlikely to be obtained or (c) not in the best interests of Unlocking Potential and UP Academy, UP Academy’s right to terminate, and Unlocking Potential’s right to cure, will be restored as set forth in Section 10.2(a) and Section 10.2(b).

Termination by Unlocking Potential.

Unlocking Potential may terminate this Agreement in accordance with the following provisions:

Termination For Cause. Subject to the provisions of subparagraph (b) below, Unlocking Potential may terminate this Agreement for cause at any time during the Term. For purposes of this Section 10.3, the term “for cause” shall mean that:

UP Academy materially breaches any of the material terms and conditions of this Agreement;

UP Academy fails to comply with a material provision of its Charter Contract; subject to Section 5.7, UP Academy violates any material provision of law with respect to UP Academy from which UP Academy was not specifically exempted and which results in material adverse consequences to Unlocking Potential or to UP Academy;

UP Academy takes any action which materially interferes with the ability of Unlocking Potential to perform

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School Right to Cure. Prior to exercising its right to terminate this Agreement pursuant to Section 10.3(a), Unlocking Potential shall give UP Academy a Termination Notice specifying the Section of this Agreement upon which Unlocking Potential is relying for the termination and the requirements for correction of the breach. Upon receipt of the Termination Notice, UP Academy shall have 60 business days to remedy the breach. If the breach is not corrected within the Cure Period, Unlocking Potential may immediately terminate the Agreement.

Deferral of Termination for Waivers. Notwithstanding the foregoing provisions of this Section 10.3, in the event that federal or State rules or regulations, existing as of the Effective Date or thereafter enacted, interfere with the Unlocking Potential School Model, Unlocking Potential’s termination right under Section 10.3(b) shall be deferred for a period of time as may be reasonably required to apply for and support a waiver as contemplated by Section 5.7. Upon either (i) failure of the Parties’ good faith efforts to obtain such a waiver or (ii) the determination of Unlocking Potential, in its sole discretion, that such waiver is (a) unnecessary, (b) highly unlikely to be obtained or (c) not in the best interests of Unlocking Potential and UP Academy, the Unlocking Potential’s right to terminate, and UP Academy’s right to cure, will be restored as set forth in Section 10.2(a) and Section 10.2(b).

Termination Upon Agreement of the Parties.

This Agreement may be terminated upon written agreement of the Parties.

Avoidance of Disruptions to Students.

Notwithstanding the foregoing provisions of this Article 10, each Party shall use its good faith reasonable efforts to avoid a termination of the Agreement that becomes effective during the school year because of the disruption of such termination to the educational program and the students. Therefore, in the event this Agreement is terminated by either Party prior to the end of the Term, absent unusual and compelling circumstances, the termination will not become effective until the end of the school year.

10.6 Payment of Service Fee.

Upon termination of this Agreement, UP Academy shall pay Unlocking Potential any previously unpaid portion of the Service Fee for services performed by Unlocking Potential until the time of termination.

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10.7 Assistance Following Termination.

In the event of termination of this Agreement, Unlocking Potential shall provide reasonable assistance to UP Academy for the shorter of the remainder of the current School year or 90 days after the effective date of termination of the Agreement (the “Termination Assistance Period”), to assist in the transition to another plan for management of UP Academy, whether by UP Academy itself or with another charter management organization. During the Termination Assistance Period, Unlocking Potential will be entitled to receive and UP Academy shall continue to pay Unlocking Potential’s Service Fee and shall reimburse Unlocking Potential for all reasonable expenses incurred by Unlocking Potential in providing such transition assistance.

10.8 Records upon Termination.

Upon termination or expiration of this Agreement for any reason, Unlocking Potential shall give to UP Academy all student, fiscal and other School records.

11. GOVERNING LAW, DISPUTE RESOLUTION, JURY WAIVER, AND VENUE

11.1 Governing Law.

This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of Massachusetts, without giving effect to the principles of conflict of laws thereof.

Alternative Dispute Resolution.

Good Faith Negotiation of Disputes. The parties agree to cooperate in good faith in all actions relating to this Agreement, to communicate openly and honestly, and generally to attempt to avoid disputes. If, nevertheless, a dispute should arise in connection with this Agreement, either Party may give notice to the other Party of intent to negotiate, and the parties agree to use their best efforts to resolve such dispute in a fair and equitable manner. In the event any dispute or Claim arising out of or relating to this Agreement or the relationship resulting in or from this Agreement (a “Dispute”), except for a Claim by Unlocking Potential relating to its intellectual property rights (including under Article 8), is unable to be resolved by the Parties (or if one of the Parties refuses to participate in such negotiations) within twenty calendar days from delivery of the notice of intent to negotiate, either Party may give written notice to the other of a demand for arbitration, whereupon the Dispute shall be resolved in accordance with the following alternative dispute resolution procedure.

Binding Arbitration Except With Respect to Intellectual Property and Loans from Unlocking Potential to UP Academy. Any Dispute, except for a Claim by Unlocking Potential relating to its intellectual property rights (including under Article 8) or UP Academy’s repayment of a loan or advance from Unlocking Potential to UP Academy, will be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of The American Arbitration Association (the “Arbitration Rules”), except as stated below in this clause (b). A Claim by Unlocking Potential relating to its intellectual property rights (including under Article 8) or UP Academy’s repayment of any loan or advance from Unlocking Potential to UP Academy shall not be subject to arbitration absent further agreement by the parties. Within seven calendar days following the giving by either Party of a written notice of a demand for arbitration, (1) each Party shall designate its panel representative and (2) the Parties shall designate a third panel member that is agreeable to both Parties. The arbitrators shall convene a hearing as soon as possible thereafter. Each Party may present witnesses, documentary, and other evidence on its behalf, but strict rules of evidence shall not apply. The arbitrators

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Notices. All notices, demands, claims, responses, requests and documents will be sufficiently given or served if delivered in the manner described in Article 12 of this Agreement.

No Punitive Damages. Notwithstanding anything to the contrary in the Arbitration Rules or otherwise, the arbitrators are not empowered to award punitive damages.

Expense Shifting For Arbitration Avoidance. Notwithstanding anything to the contrary in the Arbitration Rules or otherwise, and except for a Claim by Unlocking Potential relating to its intellectual property rights (including under Article 8) or UP Academy’s repayment of a loan or advance from Unlocking Potential to UP Academy, which Claim is not subject to arbitration, no Party may seek judicial relief regarding any Dispute. In the event a Party violates this provision by bringing any action for judicial relief in the first instance without pursuing arbitration prior thereto, such Party will be liable to the other Party for, among other things, all of the other Party’s costs and expenses (including, without limitation, court costs and attorneys’ fees) incurred to stay or dismiss such judicial action and/or remove or remand it to arbitration. It shall not be a violation of this arbitration provision for the Party entitled to collect such costs and expenses to seek to have them included in a judicial order of dismissal, removal, or remand. In the alternative, such Party may seek an immediate and separate award of such costs and expenses at the outset of the arbitration, which the arbitrators must grant, and the Party may seek immediately to confirm such award of costs and expenses. In addition, if either Party brings any judicial action to vacate or modify any award rendered pursuant to arbitration, or opposes a judicial action to confirm such award, and the Party bringing such action to vacate or modify or opposing confirmation of such award does not prevail, the Party bringing such action will pay all of the costs and expenses (including, without limitation, court costs and attorneys’ fees) incurred by the other Party in defending against the action to vacate or modify such award or in pursuing confirmation of such award. The cost-shifting provisions of the preceding sentence shall apply equally to appeals of judicial decisions to which the preceding sentence applies. It shall not be a violation of this arbitration provision for the Party entitled to collect such costs and expenses to seek to have them included in a judicial order dealing with confirmation, vacation, or modification of an award, or any order on an appeal to which the preceding sentence applies.

11.3 Waiver of Jury Trial.

The Parties knowingly and willingly waive the right to a jury trial with respect to any Dispute, whether or not subject to the foregoing arbitration provision, and including any Dispute within the foregoing arbitration provision but found not to be subject to arbitration for any reason.

11.4 Venue When Judicial Resort is Authorized.

Any action to confirm an arbitral award rendered pursuant to Section 11.2 shall be brought in the courts of Massachusetts located in UP Academy’s county or the courts of the United States serving Boston. The Parties agree that this Agreement concerns transactions involving commerce among the several states and, except as otherwise provided in Section 11.2(e), hereby irrevocably waive any objection which either may now or hereafter have to personal jurisdiction or the laying of venue for confirmation of an arbitral award in the courts referred to in the preceding sentence. The Parties hereby further irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall limit the right of either Party, following the

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12. NOTICE

All notices, demands, consents or other communications (“notices”) which either Party may be required or desire to give to the other Party shall be in writing and shall be deemed delivered when (a) personally delivered, (b) if mailed, five business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, (c) if delivered by a reputable overnight carrier, one business day after delivery to such carrier, or (d) if delivered by facsimile, on the date the facsimile transmission is confirmed, provided that, on such date, a separate copy is also delivered pursuant to clause (b) or (c). Delivery by mail, overnight carrier or facsimile shall be addressed to the Parties as follows:

Unlocking Potential: Scott Given Unlocking Potential, Inc. 25 Thomson Street, 1st Floor Boston, MA 02210

UP Academy:

Person and address to follow

Any Party may change its address for notice by notice given in accordance with the foregoing provisions. Notwithstanding the manner of delivery, whether or not in compliance with the foregoing provisions, any notice, demand or other communication actually received by a Party shall be deemed delivered when so received.

13. INTERPRETATION AND CONSTRUCTION; AMENDMENT

13.1 Recitals.

The recitals to this Agreement are hereby incorporated herein as an integral part of this Agreement. In the event of a conflict between the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control.

13.2 Defined Terms and Use of Terms.

All defined terms used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular and/or plural, in each instance as the context and/or particular facts may require. Use of the terms “hereunder,” “herein,” “hereby,” and similar terms refer to this Agreement.

13.3 Section Headings.

The headings in this Agreement are for the convenience of the Parties only, and shall have no effect on the construction or interpretation of this Agreement and are not part of this Agreement.

13.4 Counterparts.

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This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and the same Agreement.

13.5 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein, as of the Effective Date, and there are no understandings of any kind except as expressly set forth herein. Further, any and all prior understandings and agreements between the Parties, expressed or implied, written or oral, including the Term Sheet that forms a part of the Charter Contract, are superseded by this Agreement.

13.6 Modifications and Amendments; No Parol Evidence.

This Agreement may be altered, changed, added to, deleted from or modified only by agreement in writing approved by the Board of Trustees and by Unlocking Potential’s Board of Directors. Accordingly, no course of conduct or custom shall constitute an amendment to or modification of this Agreement, and any attempt to amend or modify this Agreement orally, or in a writing not so approved, shall be void. This Agreement may not be modified, supplemented, explained, or waived by parol evidence.

13.7 Severability.

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or part of a provision of this Agreement in such jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal, and enforceable to the maximum extent permitted in such jurisdiction.

13.8 Negotiated Agreement.

The provisions of this Agreement were negotiated by the Parties and this Agreement shall be deemed to have been drafted by both of the Parties, notwithstanding any presumptions at law to the contrary.

14. MISCELLANEOUS

14.1 Breach and Waiver.

No failure on the part of any Party to enforce the provisions of this Agreement shall act as a waiver of the right to enforce any provision. Further, no waiver of any breach of this Agreement shall (a) be effective unless it is in writing and executed by the Party charged with the waiver, or (b) constitute a waiver of a subsequent breach, whether or not of the same nature. All waivers shall be strictly and narrowly construed. No delay in enforcing any right or remedy as a result of a breach of this Agreement shall constitute a waiver thereof. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. Nor shall such waiver constitute a continuing waiver unless otherwise expressly stated.

14.2 No Third Party Beneficiary Rights.

With the exception of the Authorizer, no third party, whether a constituent of UP Academy, a member of the community, a student or parent of a student of UP Academy or otherwise, may enforce or rely upon any obligation of, or the exercise of or failure to exercise any right of, UP Academy or Unlocking

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Potential in this Agreement. This Agreement is not intended to create any rights of a third party beneficiary.

14.3 Inspection and Access to Records.

Upon reasonable notice, the Parties shall make available to each other and to the Authorizer for inspection and copying, all books, records, and documents relating to the Parties’ obligations and performance under this Agreement.

14.4 Assignment.

This Agreement, including without limitation, the rights granted herein, may not be assigned, delegated, transferred, pledged, or hypothecated by either Party, whether voluntarily or involuntarily without the prior written consent of the other Party; provided, however, that Unlocking Potential may assign its rights and obligations under this Agreement to a State not-for-profit organization that is (1) related to Unlocking Potential by legal, beneficial or equitable ownership or other means of control (such as parent/subsidiary or corporations under common control) and (2) dedicated to managing charter schools in the State. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their successors and assigns, and the name of a Party appearing herein shall be deemed to include the name of such Party’s successors and assigns to the extent necessary to carry out the intent of this Agreement.

14.5 No Partnership.

This Agreement does not constitute, and shall not be construed as constituting, a partnership or joint venture between the Parties.

14.6 Further Assurances.

The Parties agree to execute and deliver, or cause to be executed and delivered from time to time such other documents and will take such other actions as the other Party reasonably may require to more fully and efficiently carry out the terms of this Agreement.

15. SURVIVAL

The provisions of Articles 2, 8, 9, 11, 12, 13 and this Article 15, Sections 3.3, 10.6, 10.7, 10.8, 14.1, 14.2, 14.3, 14.4 and 14.5, and any other sections to this Agreement that by their nature extend beyond the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement; provided that any provision that is stated to extend for a specified period of time shall survive only for such specified period of time.

- SIGNATURES ARE ON THE FOLLOWING PAGE -

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and delivered by their duly authorized representatives.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES

UNLOCKING POTENTIAL, INC.

By: ______

Title: ______

Date: ______

UP ACADEMY CHARTER SCHOOL OF BOSTON

By: ______

Title: ______

Date: ______

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I. MEMORANDA OF UNDERSTANDING (1) Type A between UP Academy’s Board of Trustees and BPS

(2) Type B between UP Academy’s Board of Trustees, BPS, and bargaining units of the:

 Boston Teachers Union (BTU) o Note: teacher evaluation tool included in Appendix to MOU  Boston Association of School Administrators and Supervisors (BASAS)  Administrative Guild of the Boston School System (Guild)  Local Union No. 1952, Painters and Allied Trades District Council No. 35 of the Boston School System  American Federation of State, County and Municipal Employees, AFL-CIO, Council 93 and Affiliate Local 230 of the Boston School System (Cafeteria and Food Service Union)

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AGREEMENT BETWEEN THE BOSTON PUBLIC SCHOOLS AND THE UP Academy Charter School of Boston, A HORACE MANN CHARTER SCHOOL

AGREEMENT by and between the UP Academy Charter School of Boston (“UP”) (Horace Mann Charter Public School), by and through its Board of Trustees (the “Board”), and the School Committee of the City of Boston, by and through its Public School Department (the “BPS”). In consideration of the mutual covenants contained herein, UP and BPS agree as follows: WHEREAS, Massachusetts General Law Chapter 71, §89 gives the Commonwealth of Massachusetts, Department of Education (“Massachusetts DESE”), the power to approve the operation of a public school under a charter (hereinafter, “Horace Mann Charter School”), to stimulate the development of innovative programs within public education, to provide opportunities for innovative learning and assessments, to encourage performance-based educational programs, and for other valuable educational purposes; and WHEREAS, the Massachusetts DESE promulgated standards and procedures for the operation of Horace Mann Charter Schools under 603 CMR §1.00 et seq.; and WHEREAS, in 2010, UP intends to request approval from the Massachusetts DESE to operate a Horace Mann Charter School in accordance with UP’s application (the “Application”); and WHEREAS, the parties are desirous of delineating their respective rights and responsibilities to the extent not fully described by the laws of Massachusetts, and to comply with said standards and procedures; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Operation as a Horace Mann Charter School. BPS agrees to permit and enable UP to operate as a new Horace Mann Charter School in accordance with: (1) M.G.L. c. 71, §89, and the regulations promulgated in connection therewith; and (2) the terms of the Application as it may be amended from time to time. UP will be a middle school serving students in grades six through eight. The Board has the right to change the name of the school up until the date that the Application is submitted to the Massachusetts DESE. 2. UP’s Annual Budget. BPS agrees to provide a Lump Sum Budget to UP on an annual basis in accordance with M.G.L. c. 71, §89 and the regulations promulgated in connection therewith for the term of this Agreement and so long as UP continues to operate as a Horace Mann Charter School. This Lump Sum Budget shall be calculated in the same way that BPS calculates funding for Pilot Schools. Specifically, the Lump Sum Budget will be not less than the district average per pupil amount by grade level, exclusive of private placement tuition. This Lump Sum Budget will then be decreased by the value of services purchased by UP from BPS, including but not limited to: transportation purchased by UP at the middle school average per capita cost; the actual salaries of staff employed by UP; non-discretionary services at a cost to be reasonably determined by BPS, including but not limited to employee benefits, facilities, safety and other central office services; and other non-instructional services set forth in the Application at a cost to be reasonably determined by BPS. If the Pilot School funding formula changes in the future, BPS and UP would meet to discuss amending this Agreement to align with the revised Pilot School funding formula. Regardless of other amendments to the funding formula, UP would continue to be responsible for actual salaries of staff employed by UP, rather than average salaries.

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UP will be responsible for all staff and/or services required to meet the needs of students who are English Language Learners and/or students requiring special education services. UP will have the option of accessing BPS expertise in these areas, if desired. The Lump Sum Budget shall not be reduced because of the school’s receipt of additional funds from sources independent of the BPS. UP agrees to operate within its Lump Sum Budget allocation plus any other funds that UP may receive independent of the BPS, less services purchased from BPS. Each fiscal year UP, in accordance with the provisions of M.G.L. c. 71, §89 and the regulations promulgated in connection therewith, shall adopt an annual operating budget for UP, which shall allot funds from the Lump Sum Budget to UP’s educational mission as UP deems appropriate. UP shall deliver the annual operating budget to the Chief Financial Officer of the BPS (the “CFO”) in such form and time frame as s/he may reasonably specify, with a copy to the Boston School Committee, in no case later than February 1. UP shall provide notice to the CFO of amendments and modifications to its budget during the year; however, any failure by UP to provide notice of amendments or modifications to its budget will not limit its budgetary authority under M.G.L. c. 71, §89. UP shall provide the CFO with copies of UP’s annual financial audit, UP’s budget and any amendments and modifications thereto, and any financial reports that UP submits to the Massachusetts DESE, at the same time that these documents are submitted to the Massachusetts DESE. The CFO may also request, and UP shall provide in response to any such request, additional documentation to support UP’s annual operating budget or any amendments or modifications to its budget. Any budget disagreements shall be resolved through negotiation between the CFO and the UP Headmaster or Chair of the Board. In the event that no resolution is reached, either party may appeal to the BPS Superintendent for a final determination. In all instances, any disputes must be resolved through negotiation or appeal by February 1. UP is an independent LEA. As such, UP will be responsible for applying for and accounting for any separate state or federal grants, including, but not limited to, Title I and IDEA. BPS will be responsible for applying for reimbursements for national school nutrition programs. 3. Operating Account and Expenditures. By July 1 of each year, the CFO shall establish an operating account for UP in the amount of the Lump Sum Budget (the “UP Operating Account”). Only UP’s School Headmaster and/or his/her designee(s) shall only authorize expenditures from its operating account. UP shall establish and maintain a separate bank account under its exclusive control (hereinafter, the “UP Bank Account”). BPS agrees to transfer funds on a quarterly basis (January, April, July and October) from the UP Operating Account to the UP Bank Account. The July quarterly transfer will be based upon UP’s projected enrollment for the upcoming academic year. The remaining quarterly transfers (October, January and April) will be based upon the actual enrollment of UP on the final school day of the month prior to the quarterly transfer date. After the CFO performs a year-end reconciliation at the close of the BPS’s fiscal year, any remaining funds from UP’s Operating Account will be transferred to the UP Bank Account. Expenditures from the UP Bank Account shall be made in accordance with all applicable laws, ordinances, and regulations. UP shall purchase such goods and services from the BPS as set forth in the non-instructional services section of the Application (including, but not limited to, technology and athletics) at costs reasonably determined by BPS, and for all such non-instructional goods and services purchased, UP may request, and the BPS shall provide in response to such request, an annual report detailing the scope of goods and services provided and the cost of such non-instructional goods and services purchased. In addition, UP shall have the option to purchase additional, non-instructional goods and services that have not been specified in the Application as UP shall from time to time determine. UP agrees that it shall be responsible for all costs associated with the operation of UP. UP further agrees it shall indemnify and hold harmless the BPS, its

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officers, agents or employees from all claims resulting from any costs incurred by UP, its Board, officers, agents or employees in association with the operation of UP. 4. Facilities. BPS and UP acknowledge that they share responsibility for securing an adequate facility for the Horace Mann School. BPS will provide and maintain an adequate facility for UP, or, consistent with charter school law and regulations (603 CMR 1.08) and the MDESE Horace Mann Charter School Technical Advisory 03-1 – Paragraph 14), will provide UP with the funds to pay for a facility. UP agrees it shall ensure that the site and facilities for the school comply with all federal, state, and local laws, regulations, and codes and shall be responsible for all costs associated therewith. UP also agrees to be responsible for payment of all lease or mortgage obligations on the site and facilities for the school, utility charges, and any and all other costs associated with the operation of the site and facilities. Any purchase or lease agreement relating to the site or facilities for UP, including any renewals, must be submitted to BPS for review and for approval by the Boston School Committee and Superintendent of Schools prior to execution by UP. If UP is located in a BPS-owned facility, BPS will be responsible for building maintenance, as well as any necessary capital repairs. BPS has processes in place to prioritize maintenance and capital requests from BPS schools. Facilities work requests from UP would be considered promptly and prioritized according to need, using the same criteria as with any other BPS-owned facility. BPS intends to locate UP in the current [NAME] school building at [Address]. UP’s facility will be available for occupancy by UP no later than July 11, 2011. 5. Staffing. Selection and hiring. UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff including, but not limited to, staff for BTU, Custodians, Administrative Guild, AFSCME, School Police and BASAS positions without regard to seniority within the particular union or past practices between the Boston School Committee and any bargaining unit. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. Specifically UP shall be exempt from local collective bargaining agreements and past practices except that staff at UP shall continue to be members of the local collective bargaining unit and shall accrue seniority and shall receive, at a minimum, the salary and benefits established in the contract of the local collective bargaining unit where the Horace Mann charter school is located. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Management and evaluation. UP through its Board shall manage its staff independent of the school committee. Except as outlined in the Application and Charter, UP is exempt from the provisions set forth in the applicable collective bargaining agreements. Each year, staff shall sign a Working Conditions Acknowledgement Form which describes the working conditions. UP may develop its own staff evaluation guidelines and evaluation instrument(s) in accordance with applicable laws. Excessing and dismissal. UP may involuntarily excess members of the BTU, Guild, and BASAS bargaining units as well as any other staff members. Staff members shall receive notice of any involuntary excessing by May 1st. The provisions in any relevant collective bargaining agreements (including, but not limited to, those for the BTU, Custodians, Administrative Guild, AFSCME, School Police and BASAS) regarding excessing, seniority and transfer shall not apply to UP except that members of the collective bargaining units shall continue to accrue seniority. UP may choose to non-renew any BTU or non-BTU staff member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the Boston Public Schools and any

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collective bargaining unit. UP shall issue discipline, up to and including termination, to employees in accordance with applicable federal and state laws and municipal ordinances. UP is exempt from the layoff and recall language in any relevant collective bargaining agreement, and any associated practices. Processing and notification regarding staff. The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Working Conditions. The provisions in any relevant collective bargaining agreements that address working conditions (including, but not limited to, those for the BTU, Custodians, Administrative Guild, AFSCME, School Police and BASAS), shall not apply to employees at UP except that members of the collective bargaining units will receive, at a minimum the salary and benefits outlined in the respective collective bargaining agreement. Among other changes to working conditions, UP intends to operate a longer school day and year than the standard BPS school schedule. Each employee at UP will sign a Working Conditions Acknowledgement Form prior to the beginning of each school year. The Working Conditions Acknowledgement Form will detail the working conditions for that employee’s position, including but not limited to expected hours per day and number of days per year. As stated above, the Working Conditions Acknowledgement Form shall not be subject to approval by the applicable collective bargaining unit or the Steering Committee. 6. Compliance with Law. UP agrees to comply with all applicable federal, state, and municipal laws, rules, regulations, and codes, and all applicable federal and state court orders, including, but not limited to: the provisions of the Uniform Procurement Act, M.G.L. c. 30B; M.G.L. c. 71, §89 and 603 CMR §1.00 et seq.; M.G.L. c. 71; those relating to diversity of students, teachers and other staff; the protection of the rights and interests of students and staff; the expenditure of public funds; and education reform. The Horace Mann School also agrees to comply with the civil rights policies of the BPS. Students who have special needs or are English language learners will be appropriately identified, assessed, and served in accordance with federal and state requirements. Without limiting the foregoing, UP agrees that it shall, in carrying out its responsibilities under this Agreement, comply with every provision of M.G.L. c. 268A (the Conflict of Interest Law) to the full extent of the applicability of said provisions. Failure to comply with all applicable legal requirements may result in termination of this Agreement pursuant to section 15, herein. UP agrees that all employment decisions will be made in compliance with the applicable federal and state laws, and in compliance with all of BPS’s Superintendent’s Circular(s) related to federal and state laws as shall exist and/or be amended from time to time by this or any other name known from time to time. 7. Governance Structure. UP acknowledges that it has formed, and will hereafter maintain, the governance structure described in the Leadership and Governance Section of its Application. The governance body shall ensure compliance with all laws, regulations, codes and court orders. UP shall be operated and managed by the Board independent of the Boston School Committee. 8. Hiring, Evaluation and Dismissal of Building Administrator(s). The Board shall select and hire the Building Administrator(s) and set the salary for the Building Administrator(s), subject to the prior approval of the Superintendent. The Superintendent shall not unreasonably withhold his/her approval of either the Building Administrator(s) or the salary set for the Building Administrator by the Board. The Board shall evaluate the Building Administrator and will submit its recommendations regarding the Building Administrator(s) to the Superintendent in the form of an evaluation. The parties to this Agreement acknowledge that only the Superintendent may dismiss the Building

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Administrator(s). Any dismissal of the Building Administrator(s), however, shall be based upon a recommendation submitted by the Board to the Superintendent. 9. Program Coordination with BPS. Operations. UP and the BPS shall coordinate in the development of operational guidelines relating to UP’s staffing (including, among others, adherence to civil service requirements and fair labor practices); budgeting (including, among others, timely submission of annual operating budget in order for it to be approved at same time that BPS budget is approved by School Committee); student assignment; facilities; equity; transportation; and business purchasing, and such other operational guidelines and policies as reasonably determined by the parties. Such coordination shall be conducted on an on-going basis, as reasonably determined by the parties. Transportation and School Schedule. BPS will provide transportation in accordance with M.G.L. c. 71, §89(cc). UP and BPS will meet to plan school starting and ending times in order to assist the district with identifying cost effective means of transportation. BPS will accommodate UP’s particular school day and school year. Student Discipline. UP certifies and acknowledges that it has read and reviewed the BPS’s Code of Conduct. UP may adopt the BPS Code of Conduct and/or may adopt its own policies pertaining to the conduct of students. Any such policies shall be developed in full compliance with federal and state laws and regulations, including but not limited to M.G.L. c. 71, §§37H and 37H1/2. In addition, any policies pertaining to student conduct shall contain clear language regarding due process and steps necessary to ensure same. UP agrees to submit to BPS a final and approved copy of their policies regarding student conduct prior to the start of each school year. 10. Student Enrollment, Recruitment and Retention. Students will be enrolled in UP in accordance with the provisions of M.G.L. c. 71, §89(l), (m), and (n). Students who withdraw from UP may enroll in another school within BPS in accordance with the provisions of M.G.L. c. 71, §89(p). If a student stops attending UP for any reason, UP shall fill the vacancy in accordance with the provisions of M.G.L. c. 71, §89(n). UP will be included in all major BPS student recruiting materials and events, including but not limited to the annual Showcase of Schools, on an equivalent basis as any other BPS school. BPS will provide UP with student contact information and basic demographic data for use in student recruitment efforts, provided that UP agrees to keep this information confidential. UP will submit to BPS annually the recruitment and retention plan that it develops for the DESE. UP will integrate its enrollment process with that of BPS. UP will provide copies of its student enrollment application to BPS, and BPS will make said application available at all Family Resource Centers (FRCs) and on the BPS website. In addition, UP may distribute its student enrollment application at other locations and through other means. BPS will ensure that families at the FRCs are able to their indicate intent to apply to UP, and BPS will convey this information to UP in a timely manner. If UP is located in a facility that is used by BPS as a school in the 2010-2011 school year, UP shall give enrollment priority first to any students actually enrolled in said facility on the date that the final Application is filed with the Massachusetts DESE and to their siblings, in accordance with the provisions of M.G.L. c. 71, §89(n). 11. Information Requirements. UP agrees to submit forthwith any information or data relative to its operation and functioning, as reasonably requested and required by the BPS. UP agrees to utilize the BPS Student Information System to report attendance, discipline, school schedule, and grades, and to do update this information promptly. In addition, within the first year of operation under this Agreement, the Horace Mann School shall develop, implement, and maintain a plan for assessing its students and school performance on a regular basis.

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UP agrees to implement all district-wide predictive assessments that BPS requires of other schools serving the same grade levels. In the event that BPS significantly increases the number and/or frequency of predictive assessments, BPS shall consult with UP to determine what predictive assessments UP will be required to implement. UP has the option of accessing other district-wide assessments (including, but not limited to, mid-year and end-of-year course assessments), but is not required to do so. UP shall consult with BPS while developing the Accountability Plan that is required by the DESE, to ensure that UP establishes performance goals that are aligned with BPS expectations. By August 1 of 2012 and each subsequent year, UP shall submit to BPS a copy of the Annual Report and Accountability Plan required by the DESE. The School Committee shall develop a plan to disseminate innovative practices of UP to other public schools within the district subject to the legally enforceable provisions of any contract between UP and any third party provider. UP agrees to cooperate with BPS and the Boston School Committee in connection with the development of the plan for innovative practices. The innovative practices plan and assessment plan shall be available for review by the Superintendent or his/her designee upon request. 12. Assignment. This Agreement may not be assigned without the prior written consent of the Superintendent or his/her designee. 13. Term of Agreement. The term of this Agreement is the period from the date of execution of this Agreement through June 30, 2016. No later than six (6) months prior to the expiration of the term of this Agreement, or the expiration of UP’s charter, whichever occurs first, BPS and UP shall meet and make a good faith effort to discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. 14. Indemnification. It is expressly understood by and between the parties hereto that UP is a unit of the Boston Public School Department only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the Boston Public School Department and that Boston Public School Department shall not be liable for the acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall indemnify and hold harmless the Boston Public School Department, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. 15. Termination. UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of section 6 above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. 16. Horace Mann School’s Rights of Appeal. BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L.

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c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. 17. Notices. All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP: Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD Any party may, by written notice to the other party, designate another address. Any notice, request, or demand shall be deemed to have been given when it is actually received by the party to whom it is addressed. 18. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all counterparts together shall constitute but one agreement. 19. Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. 20. Amendments. This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Rev. Gregory G. Groover, Chairperson, School Committee

By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: Barbara Sullivan Member, Board of Trustees

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Agreement between the Boston Public Schools and the UP Academy Charter School of Boston and the Boston Teachers Union AGREEMENT by and between the UP Academy Charter School of Boston (“UP”) (Horace Mann Charter Public School), by and through its Board of Trustees (the “Board”), and the School Committee of the City of Boston, by and through its Public School Department (the “BPS”) and the Boston Teachers Union (“BTU”). In consideration of the mutual covenants contained herein, UP, BTU, and BPS agree as follows:

Status of BTU Employees Who Work at UP All BTU Employees are selected to work and who elect to work at UP shall maintain their full status as members of the BTU bargaining unit and as employees of the Boston Public Schools. Further: A. BTU employees shall receive, at a minimum, the salary and benefits established in the salary scale90 in “Article VIII: Compensation and Benefits” of the BTU Contract (the “Contract”), subject to possible upward adjustments as set forth below. B. BTU employees shall maintain and continue to accrue seniority within BPS in accordance with the terms of the Contract. As expressly set forth below, with the exception (A) and (B) above, UP shall be exempt from provisions of the Contract, and all past practices pertaining to the relationship between the Boston School Committee and the BTU, contained in or related to the following sections of the existing Contract as well as corresponding sections of any future Contract in effect during the term of this Agreement:  Article III: School-Based Management and Shared Decision Making  Article IV: School Assessment  Article V: Staffing  Article VI: Professional Development  Article VII: Working Conditions  Article VIII: Compensation and Benefits  Article X: Dispute Resolution  Articles of Paraprofessionals Agreement

90 Salary scale will be adjusted based on any changes resulting from the next round of BTU negotiations.

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o Article I: Purpose and Scope of Agreement o Article II: Working Conditions o Article III(D): Compensation and Benefits – Length of Work Day o Article IV: Collective Bargaining o Article V: Dispute Resolution  Articles of Substitute Teachers and Nurses Agreement o Article II: Working Conditions  Appendix G: BTU-BPS Extended Learning Time Initiative In place of such provisions, the relationship between UP and BTU Employees will be subject to replacement provisions, if described below, determined by the Board and/or management, if not described below. The Board and/or management shall make such labor-related decisions in order to most effectively achieve the mission of UP while respecting the professionalism of all BTU members who work at UP. Please note that some sections below are included for clarity purposes only. Selection and Hiring of Staff UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff for BTU positions at the school without regard to seniority within the BTU or past practices between the Boston School Committee and the BTU. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. BTU staff shall not have attachment rights to any position at the school and the Principal may unilaterally transfer any BTU staff member to another position provided that the BTU staff member is properly qualified. Management UP, through its Board, shall manage its staff independent of the Boston School Committee. Excessing and Dismissal UP may involuntarily excess members of the BTU. Staff members shall receive notice of any involuntary excessing by May 1st. The provisions in the Contract regarding excessing, seniority and transfer shall not apply to UP except that BTU members shall continue to accrue seniority while working at the school. UP may choose to non-renew any BTU staff member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the Boston Public Schools and any collective bargaining unit. UP shall issue discipline, up to and including termination, to employees in accordance with applicable federal and state laws and municipal ordinances. Layoffs and Recall UP is exempt from the layoff and recall language in the Contract and any associated practices. Processing and Notification Regarding Staff The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Evaluation - Teachers UP has developed its own teacher evaluation guidelines and evaluation instrument(s) in accordance with applicable laws.

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UP is committed to the continued professional development of all employees. To that end, UP has developed a Performance Management System to be used for teachers. Following are the goals for UP’s Performance Management System: 1. To systematically provide professional development and concrete, explicit coaching to all teachers, regardless of experience and seniority; 2. To provide concrete, explicit evaluation for teachers to ensure they have an understanding of their own job performance; and 3. To provide concrete rationale for promotion, dismissal, and any and all other actions related to employment status. The UP Performance Management System process is as follows: All teachers are observed by the Principal and/or by their Dean of Curriculum of Instruction at minimum of once every four weeks throughout the school year. The Principal and the Deans of Curriculum and Instruction may, at their discretion, enter teachers’ classrooms to observe, for purposes of support, supervision, and evaluation. Classroom visits may be a combination of announced and unannounced visits. Deans of Curriculum and Instruction will conduct frequent, short (5-20 minutes), informal observations and will provide feedback in writing and/ or orally when appropriate. Deans of Curriculum and Instruction will also conduct observations for longer periods of time (more than 20 minutes). Observations will be used to complete an evaluation of an individual teacher’s performance. All teachers will be formally evaluated on the performance areas outlined in the UP Teacher Evaluation Tool.91 A teacher will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. UP reserves the right to make adjustments to this tool if such adjustments are clearly communicated to teachers. Overall evaluation ratings shall be as follows: satisfactory or unsatisfactory. Teachers who receive an evaluation with five of more performance areas marked as “Needs Improvement” and/ or one or more performance areas marked as “Unacceptable” will receive an unsatisfactory evaluation. All other teachers will receive a satisfactory evaluation. All teachers will receive an “Annual Evaluation” by approximately February 15, unless a teacher has begun employment at the school after January 1st of the school year, in which case the teacher will receive his or her Annual Evaluation approximately six weeks after his/her start date. A teacher who receives an unsatisfactory rating on his/her Annual Evaluation will receive a “Follow-Up Evaluation” by approximately May 1st of the same school year. (Teachers who began their employment at the school after January 1st who receive an unsatisfactory Annual Evaluation will receive their Follow-Up Evaluation approximately six weeks after receiving their Annual Evaluation, unless this date falls after the last day of school, in which case s/he will receive the Follow-Up Evaluation during the last week of the school year.) Teachers will be evaluated by the Dean of Curriculum and Instruction serving as their direct supervisor. The Principal may assist in writing teacher evaluations when appropriate. All teacher evaluations will be signed by both one’s Dean of Curriculum and Instruction and by the Principal. UP teachers are expected to be present and engaged throughout the evaluation process defined for their development. Prior to the first day of school: The evaluators shall meet with teachers for the purpose of explaining the evaluation process/instrument and answering questions. By approximately February 15 (except as noted above): All Teachers, Mentor Teachers, Lead Teachers, and Senior Lead Teachers will meet with their respective Deans of Curriculum and Instruction to receive their Annual Evaluations. During initial evaluation meetings, teachers and their direct managers (and the

91 See MEMORANDA OF UNDERSTANDING (TYPE B: BTU) – APPENDIX for sample of evaluation tool

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DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL principal) will discuss content of the evaluation. Teachers will be given two (2) copies of the written Annual Evaluation (without goals), signed and dated by the Principal and the Dean of Curriculum and Instruction. The teacher shall sign and return one (1) copy to indicate having received it, but not to indicate agreement or disagreement. Within approximately 10 Calendar Days of the Annual Evaluation Meeting: Teachers may attach their written comments to the evaluation form. These comments will be included in the teacher’s personnel file. Within approximately 20 Calendar Days of the Annual Evaluation Meeting: Teachers will have a second meeting directly with their Dean of Curriculum and Instruction. Teachers who received a satisfactory rating on their Annual Evaluation will collaborate with their Dean of Curriculum and Instruction to determine individual goals for the remainder of the school year. Teachers who received an unsatisfactory rating on their Annual Evaluation will receive a Performance Improvement Plan (PIP). The Performance Improvement Plan will include a written prescription for any performance area marked as Unacceptable or Needs Improvement in the evaluation. Performance Improvement Plans may last for up to 45 calendar days. Again, at this meeting, teachers will be given two (2) copies of the written Annual Evaluation (including goals and/or PIP), signed and dated by the Principal and the Dean of Curriculum and Instruction. The teacher shall sign and return one (1) copy to indicate having received it, but not to indicate agreement or disagreement. By approximately May 1 (except as noted above): Any teacher who received an unsatisfactory rating on his/her first evaluation will meet with his/her respective Dean of Curriculum and Instruction to receive a Follow-Up Evaluation. At this meeting, the teacher will be given two (2) copies of the written Follow-Up Evaluation, signed and dated by the Principal and the Dean of Curriculum and Instruction. The teacher shall sign and return one (1) copy to indicate having received it, but not to indicate agreement or disagreement.

Within approximately 10 Calendar Days of the Follow-Up Evaluation Meeting: Teachers may attach their written comments to their individual evaluation forms. These comments will be included in teachers’ personnel file. It shall be appropriate for the Principal to dismiss a teacher who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. If the Principal deems an employee to be excessively absent for the purpose of avoiding a Follow-Up Evaluation meeting, the Principal reserves the right to dismiss the teacher without holding the Follow-Up Evaluation meeting. In such case, the Follow-Up Evaluation and a notice of the intent to dismiss the employee will be sent via First Class, Certified mail to the employee’s address on record.

An evaluation and its consequences are not subject to the grievance procedures of the Contract. Professional Distinction - Teachers In an effort to retain strong teachers and to continue to develop them professionally, UP has established a robust system through which teachers are promoted and incentivized to continue developing. Teachers at UP hold one of four different professional distinctions: Teacher, Mentor Teacher, Lead Teacher, or Senior Lead Teacher. Teacher: “Teachers” are expected to assume all responsibilities as defined in the working conditions statement below. Mentor Teacher: “Mentor Teachers” are expected to assume all responsibilities as defined in the working conditions statement below. Mentor teachers also observe the teaching of – and offer non-evaluative feedback to – Teachers at UP. Lead Teacher: “Lead Teachers” are expected to assume all responsibilities as defined in the working conditions statement below. Lead Teachers also observe the teaching of – and offer non-evaluative feedback to – Teachers and Mentor Teachers at UP. Lead Teachers also assume responsibility for content-area and/or grade level inquiry groups, and often assume responsibilities for department and/ or grade level chair.

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Senior Lead Teacher: “Senior Lead Teachers” are expected to assume all responsibilities as defined in the working conditions statement below. Senior Lead teachers observe the teaching of – and offer non-evaluative feedback – to Teachers, Mentor Teachers, and Lead Teachers at UP. Senior Lead Teachers assume responsibility for content-area and/ or grade level inquiry groups. Additionally, Senior Lead teachers often assume responsibilities for department and/ or grade level chair. Lastly, Senior Lead Teachers oversee staff orientation and they participate in weekly school leadership team meetings. Promotion - Teachers If a Teacher receives at least 50% of ratings of Advanced or Advanced/ Proficient across the performance areas on their Annual Evaluation, s/he will be considered for promotion to Mentor Teacher for the upcoming academic year. Those offered the position of Mentor Teacher must have at least two years of teaching experience. As part of this consideration, student achievement data will be taken into account. If a Mentor Teacher receives at least 50% of ratings of Advanced across the performance areas on their Annual Evaluation, s/he will be considered for promotion to Lead Teacher for the upcoming academic year. Those offered the position of Lead Teacher must have at least three years of teaching experience. As part of this consideration, student achievement data will be taken into account. If a Lead Teacher receives at least 80% of ratings of Advanced across the performance areas on their Annual Evaluation, s/he will be considered for promotion to Senior Lead Teacher for the upcoming academic year. Those offered the position of Senior Lead Teacher must have at least five years of teaching experience. As part of this consideration, student achievement data will be taken into account. The Principal will have the final authority regarding all promotion-related decisions. Compensation - Teachers Every UP teacher earns, at a minimum, their base salary under the BTU scale. The Principal reserves the right to consider the inclusion of teaching experience outside of the Boston Public Schools system and other professional experience when placing an UP teacher on the BTU scale. Teachers receive their base compensation and a professional development stipend as determined by their professional distinction (see above). Teacher Mentor Teacher Lead Teacher Senior Lead Teacher Base Compensation BTU Scale BTU Scale + $2,500 BTU Scale + $5,000 BTU Scale + $10,000 PD Stipend $500 $1,000 $1,500 $2,000

In addition to the base salary described above, if the school makes substantial enough progress, as defined strictly by student achievement and/or progress, staff members who return to the school the following academic year may be eligible for special school-wide compensation bonuses. The structure and amount of these bonuses, as well the criteria for offering such bonuses, is at the discretion of the Principal. Working Conditions - Teachers Above all else, UP believes that the teachers of UP are professionals and deserve working conditions that reflect the professional nature of their jobs. UP believes that working conditions that support high levels of student achievement and working conditions that respect the professionalism of teachers are not mutually exclusive. UP is excited to operate a school with working conditions that attract a highly motivated staff dedicated to the school’s mission. The provisions in the Contract that address working conditions for teachers shall not apply to teachers at UP. Rather, the annual working conditions for teachers at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Teachers). Teachers selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Teachers) that describes the anticipated working conditions for the upcoming academic year.

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The information that follows represents UP’s vision for the working conditions that will be described in the school’s initial Working Conditions Acknowledgement Form (Teachers). This information is subject to change prior to March 1, 2011. Every teacher will be provided access to a laptop or desktop computer; a personalized email account; a telephone; and a personalized voice mailbox, as well as other essential items and conditions that the Principal believes will support their fulfillment of professional responsibilities at the school. The term of employment will be the 2011-2012 UP year, which is expected to include the following:  Up to 20 days of professional development and planning time prior to the first school day, with each day including up to eight hours of professional development and/or staff planning time;  Up to 185 school days; and  Up to 5 days of professional development and planning days between the first school day and the last school day, with each day including up to eight hours of professional development and/or staff planning time. The administration will develop the schedule for utilization of all professional development and planning days, both prior to and throughout the academic year. The standard workday for all teachers during a school day is expected to be nine hours. For the majority of teachers, required hours will approximate 7:30am–4:30pm. While some teachers may be asked to work a different schedule to accommodate school programming (e.g., Saturday programming), required hours will never exceed 45 hours per week. Except in rare circumstances, math, English Language Arts, science and social studies teachers will be expected to teach no more than ten (10) 75-minute subject area class periods and six (6) 50-minute subject area class periods during a typical week (Monday through Friday). Three days per week, these teachers will teach four (4) class periods, and two days per week, these teachers will teach two (2) class periods. Except in rare circumstances, these teachers will not be expected to instruct students for more than one hundred (100) consecutive minutes. During a typical Monday-Friday week, math, English Language Arts, science, and social studies teachers will have one morning (approximately 7:30am-12:00pm) or one afternoon (approximately 12:00pm-4:30pm) during which they have no specific instructional responsibilities. Teachers may use this time to plan, grade, collaborate with their colleagues, etc. Except in rare circumstances, math, English Language Arts, science, and social studies teachers will not have a student caseload that exceeds fifty-four (54) students at any given point in the academic year. Other teachers, including Special Education teachers, ESL teachers, music teachers, fitness teachers, and art teachers, will have teaching loads roughly equivalent to that of math, English Language Arts, science, and social studies teachers, as defined above, but the Principal retains authority to define said teachers’ specific responsibilities in accordance with the mission, needs and schedule of the school. Except in rare circumstances, class size will not exceed twenty-seven (27) students. All teachers are expected to participate in Professional Development activities and staff meetings on Friday afternoons from 2:00-4:00pm. During a typical Monday-Friday week, all teachers are expected to perform additional duties that are necessary to fulfill the mission of UP. These duties may include, but are not limited to, the following:  Coverage of homeroom periods, not exceeding forty (40) minutes per day;  Coverage of lunch periods, break periods, recess periods, or DEAR periods, not exceeding sixty (60) minutes per day;  Substitute coverage of classes and duties of teachers who are absent from school, not exceeding one hundred (100) minutes per week;

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 Coverage of afterschool activities, not exceeding eighty (80) minutes per week;  Coverage of study hall periods, not exceeding one hundred (100) minutes per week; and  Tutoring of students; not exceeding one hundred (100) minutes per week, unless tutoring represents a primary component of a teacher’s job responsibility (e.g., Special Education teachers, ESL teachers). UP believes that, in order to accomplish its mission, teachers must be school teachers, not simply classroom teachers. Therefore, teachers have some responsibilities for the overall effective working of the school. In addition to traditional teacher responsibilities and those duties listed above, all UP teachers are expected to be involved in a variety of educational and administrative activities that are necessary to fulfill the mission of UP. These activities may include, but are not limited to the following:  Participation in three parent conference evenings during the school year;  Phone contact with students and parents about the academic progress of the students;  Preparation of individual student PREP Reports, Progress Reports, and Report Cards;  Leading student extracurricular activities;  Participating in staff recruitment and selection processes;  Maintaining a subject-area bulletin board;  Working regularly with school administrators to improve one’s instructional practices;  Checking homework on a daily basis;  Attending student-related meetings; and  Serving as an advisor to a small cohort of students. If an UP employee is absent for more than 15 school days, without having been placed on medical leave and/or another distinction as defined by state law, UP has the right to terminate the employee. Working Conditions – Nurses and Counselors The provisions in the Contract that address working conditions for Nurses and Counselors shall not apply to Nurses or Counselors at UP. Rather, the annual working conditions for Nurses at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Nurse). Nurses selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Nurse) that describes the anticipated working conditions for the upcoming academic year. Similarly, the annual working conditions for Counselors at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Counselor). Counselors selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Counselor) that describes the anticipated working conditions for the upcoming academic year. Evaluation – Nurses and Counselors Nurses and Counselors will follow the same evaluation process that the school uses for teachers. All Nurses and Counselors will be evaluated by the Principal and/or Dean of Curriculum and Instruction - Student Supports on performance areas to be outlined in the UP Nurse Evaluation Tool and UP Counselor Evaluation Tool, which will be developed during the 2010-11 school year. Nurses and Counselors will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. Nurses or Counselors who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other Nurses and Counselors will receive a satisfactory evaluation.

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It shall be appropriate for the Principal to dismiss a Nurse or Counselor who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. An evaluation and its consequences are not subject to the grievance procedures of the Contract. Working Conditions – Paraprofessionals The provisions in the Contract that address working conditions for Paraprofessionals shall not apply to Paraprofessionals at UP. Rather, the annual working conditions for Paraprofessionals at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Paraprofessionals). Paraprofessionals selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Paraprofessionals) that describes the anticipated working conditions for the upcoming academic year. Of note, the standard workday for all Paraprofessionals during a school day is expected to be nine hours. For the majority of Paraprofessionals, required hours will approximate 7:30am–4:30pm. While some Paraprofessionals may be asked to work a different schedule to accommodate school programming (e.g., Saturday programming), required hours will never exceed 45 hours per week. Further, the term of employment for Paraprofessionals will be the 2011-2012 UP year, which is expected to include the following:  Up to 20 days of professional development and planning time prior to the beginning of the academic year, with each day including up to eight hours of professional development and/or staff planning time;  Up to 185 school days; and  Up to 5 days of professional development and planning days between the first day of school and the last day of school for students, with each day including up to eight hours of professional development and/or staff planning time. Evaluation - Paraprofessionals Paraprofessionals will follow the same evaluation process that the school uses for teachers. All Paraprofessionals will be evaluated by the Principal and/or a Dean of Curriculum and Instruction on performance areas to be outlined in the UP Paraprofessional Evaluation Tool, which will be developed during the 2010-11 school year. Paraprofessionals will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. Paraprofessionals who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other Paraprofessionals will receive a satisfactory evaluation. It shall be appropriate for the Principal to dismiss a Paraprofessional who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. An evaluation and its consequences are not subject to the grievance procedures of the Contract. Compensation - Paraprofessionals Paraprofessionals shall receive hourly compensation the hourly rate detailed in the BTU Paraprofessional scale plus $1.00 per hour. Working Conditions – Substitute Teachers and Nurses The working conditions for substitute teachers will closely approximate those for other teachers at UP, except that substitute teachers may not be provided access to a laptop or desktop computer; a personalized email account; a telephone; and a personalized voice mailbox.

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The working conditions for substitute nurses will closely approximate those for the nurse at UP. Substitute teachers will be chosen by UP and will not be assigned by Boston Public Schools. Substitute teachers may be observed by the Principal and/or Deans of Curriculum and Instruction. Substitute teachers may receive a periodic summative evaluation from the Principal. The overall rating shall be satisfactory or unsatisfactory. Dispute Resolution Any BTU employee at UP may use the following process to resolve a dispute:

1. The employee may bring a concern under this agreement to the Principal in writing. The employee should specifically state the concern and the desired resolution. 2. Within 5 days of receipt of the concern, the Principal should meet with the employee to discuss the concern. 3. Within 5 days of the meeting, the Principal should issue a decision to the employee. 4. If the employee is not satisfied with the resolution issued by the Principal, s/he may bring the concern to the Board, in writing, within 10 days of receiving the Principal’s decision. The home or business address of the Board Chair will be provided to all employees for this purpose. 5. The Board will consider the concern at its next scheduled meeting 6. The Board should issue a decision within 5 days of the meeting. This decision will be sent in writing to the employee in question. The decision of the Board is final.

Compliance with Law UP agrees to comply with all applicable federal, state, and municipal laws, rules, regulations, and codes, and all applicable federal and state court orders, including, but not limited to: the provisions of the Uniform Procurement Act, M.G.L. c. 30B; M.G.L. c. 71, §89 and 603 CMR §1.00 et seq.; M.G.L. c. 71; those relating to diversity of students, teachers and other staff; the protection of the rights and interests of students and staff; the expenditure of public funds; and education reform. The Horace Mann School also agrees to comply with the civil rights policies of the BPS. Students who have special needs or are English language learners will be appropriately identified, assessed, and served in accordance with federal and state requirements. Without limiting the foregoing, UP agrees that it shall, in carrying out its responsibilities under this Agreement, comply with every provision of M.G.L. c. 268A (the Conflict of Interest Law) to the full extent of the applicability of said provisions. Failure to comply with all applicable legal requirements may result in termination of this Agreement pursuant to the Termination section, herein. UP agrees that all employment decisions will be made in compliance with the applicable federal and state laws, and in compliance with all of BPS’s Superintendent’s Circular(s) related to federal and state laws as shall exist and/or be amended from time to time by this or any other name known from time to time. Term of Agreement The term of this Agreement is the period from the date of execution of this Agreement through June 30, 2016. No later than six (6) months prior to the expiration of the term of this Agreement, or the expiration of UP’s charter, whichever occurs first, BPS and UP shall meet and make a good faith effort to discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. Indemnification It is expressly understood by and between the parties hereto that UP is a unit of the Boston Public School Department only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the Boston Public School Department and that Boston Public School Department shall not be liable for the

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DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall indemnify and hold harmless the Boston Public School Department, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. Termination UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of the Compliance with Law section, above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. Horace Mann School’s Rights of Appeal BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L. c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. Notices All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP: Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD

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Severability If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. Amendments This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS, BTU, and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: TBD Chairperson of the Board of Trustees

By: ______Date: ______Name: TBD President of the BTU

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TYPE B MEMORANDA OF UNDERSTANDING (BTU) – APPENDIX

Directions to Evaluator for use of UP’s Performance Evaluation Tool Please assess each teacher on each competency listed within the document. (To ensure ratings are grounded in previous, objective evaluations of an individual teacher’s performance, UP expects that individuals completing evaluations will review all previously completed observations in the given academic year. Given the frequency of observation within the school, UP Leaders should have at minimum three observations to review.)

Please highlight the specific rating for an individual teacher’s performance on each row. Following completion of assessing an individual teacher on each row, please total the number of competencies which are rated at each level. Be sure to include overall strengths and weaknesses. When reviewing this tool with an individual teacher, do not address goals in the first meeting; instead, review the content of the assessment and provide a written copy of the tool for said teacher. Please have the teacher sign the evaluation without goals added during the initial meeting. Be sure to schedule a follow-up meeting with each teacher to collectively identify goals and include said goals in one’s complete and final evaluation. Please have the teacher sign the evaluation once goals have been added to the tool. At the end of this evaluation process, administration should have two signed copies of a teacher’s evaluation: one without goals and the other with goals.

Please list the totals on the last row of the tool. Keep in mind that all individuals with five or more ratings in the “Needs Improvement” column and/ or with one or more ratings in the “Unacceptable” column earn an unsatisfactory evaluation.

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UP Teacher Evaluation

Teacher Name: ______Annual Evaluation Follow-Up Evaluation

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General Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Area Competency Assessment Ability to Teacher analyzes Teacher analyzes Teacher analyzes Teacher inconsistently Teacher rarely/never uses Analyze classroom and school classroom and school classroom and school thoroughly analyzes assessment results to Assessment assessment results in ways assessment results in ways assessment results that assessment results to understand student Results that are innovative and that are exemplary in the increase understanding of understand student progress and learning highly effective in the understanding of student student learning needs progress and learning needs. understanding of student learning needs and in almost all of the time. needs. learning needs all the accordance with best time. practices almost all of the time. Assessment Analysis of Teacher provides fair, Teacher provides fair, Teacher provides fair, Teacher inconsistently Teacher rarely/ never Assessment accurate, constructive, accurate, constructive, accurate, constructive, provides fair, accurate, provides timely, fair, and timely feedback to and timely feedback to and timely feedback to constructive, and/ or accurate, and constructive students on their progress students on their progress students on their progress timely feedback to feedback to students on all the time. in accordance with best almost all of the time. students on their their progress. practices almost all of the progress. time. Assessment Appropriateness Teacher takes Teacher takes Teacher takes Teacher inconsistently Teacher rarely/ never of Response to responsibility for student responsibility for student responsibility for student takes full responsibility takes full responsibility Assessment failure all the time and failure and works to failure and works to for student failure, for student failure, Results works innovatively to respond to the students’ respond to students’ allowing large numbers of allowing large numbers of respond to the students’ learning needs in learning needs almost all students to fail. students to fail and/or learning needs. accordance with best of the time. lowering expectations to practices almost all of the let student pass too easily. time. Assessment Checking for Teacher adeptly, Teacher uses a sampling Teacher uses checking for Teacher inconsistently Teacher rarely/ never Understanding efficiently, and frequently of checking for understanding techniques uses checking for employs techniques to uses a variety of checking understanding techniques to monitor student understanding techniques check for understanding for understanding to monitor student learning almost all of the to monitor student and moves forward techniques to innovatively learning in accordance time. learning. without monitoring monitor student learning with best practices almost student understanding. all the time. all of the time.

Assessment Classroom Classroom assessments Classroom assessments Classroom assessments Classroom assessments Classroom assessments Assessments are innovative models for are exemplary; they cover cover skill and content inconsistently cover the rarely/ never are linked to measuring student all skill and content material as outlined in the skill and content material the skill and content learning all the time. material as outlined in the curriculum almost all of as outlined in the material as outlined in the curriculum almost all of the time. curriculum. curriculum. the time.

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General Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Area Competency Assessment Questioning Teacher innovatively uses Teacher uses higher order Teacher uses higher order Teacher inconsistently Teacher rarely/ never uses higher order thinking thinking questions to thinking questions to push uses higher order thinking higher order thinking questions to rigorously effectively push student student thinking almost all questions to push student questions to push student push student thinking all thinking in accordance of the time. thinking. thinking. the time. with best practices almost all of the time. Classroom Ability to Teacher innovatively, Teacher recognizes the Teacher recognizes the Teacher inconsistently Teacher rarely/ never Management Refocus a efficiently, and positively need to refocus a class and need to refocus a class and recognizes the need to recognizes when a class Classroom refocuses a class when works to do so in does so almost all of the refocus a class and may needs to be refocused. students move off task or accordance with best time. allow problems to lose concentration all the practices almost all of the escalate. time. time.

Classroom Classroom School rules, values, and School rules, values, and School rules, values, and School rules, values, and Teacher rarely/ never Management Culture behaviors are innovatively behaviors are clearly behaviors are enforced behaviors are enforced enforces nor emphasizes enforced and emphasized enforced and emphasized and emphasized almost all and emphasized school rules, values, and all the time. in accordance with best of the time. inconsistently. behaviors. practices almost all of the time. Classroom Classroom The classroom runs like The classroom runs The classroom runs Classroom routines are Routines are rarely/ never Management Procedures clockwork and all students efficiently and in efficiently and students inconsistently efficient, executed, causing a lack of seem routinized to all accordance with best seem routinized to causing a lack of flow in flow in the class. procedures all the time. practices; students seem procedures almost all of the classroom. routinized to all the time. procedures almost all of the time. Classroom Classroom The tone of classroom is The tone of the classroom The tone of the classroom The tone of the classroom The tone of classroom is Management Tone innovatively efficient, is efficient, respectful, and is efficient, respectful, and is inconsistently efficient, rarely/ never efficient, respectful, and positive all positive in accordance positive almost all of the respectful, and positive. respectful, and positive. the time. with best practices almost time. all of the time. Classroom Dealing with Teacher deals Teacher deals in an Teacher deals in an Teacher inconsistently Teacher rarely/ never Management Challenging appropriately and appropriate way with appropriate way with deals in an appropriate deals with challenging Situations innovatively with challenging situations and challenging situations and way with challenging situations and students and Students challenging situations and students in accordance students almost all of the situations and students. appropriately. students without derailing with best practices almost time. the learning process all the all of the time. time.

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General Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Area Competency Classroom Relationships Teacher innovatively Teacher addresses Teacher addresses students Teacher inconsistently Teacher rarely/ never Management with Students creates a climate of students in a respectful in a respectful and addresses students in a addresses students in a caring in the classroom and professional manner professional manner professional manner. professional manner. by addressing students in in accordance with best almost all of the time. a respectful and positive practices almost all of the way all the time. time. Classroom Student In a lesson, all students In a lesson, students are In a lesson, almost all In a lesson, students are In a lesson, students are Management Engagement are on task and there are on task in accordance students are on task at all inconsistently on task. rarely/ never consistently no side conversations at with best practices almost times. on task. all times. all of the time.

Classroom Student If a student moves off If a student moves off If a student moves off The teacher inconsistently The teacher rarely/ never Management Engagement task, teacher immediately task, teacher immediately task, the teacher works to notices and/ or addresses notices off-task behavior. and innovatively addresses the student in address the problem off-task behavior. addresses the student all accordance with best almost all of the time. the time, always using practices almost all of the the least invasive form of time. intervention and without major adjustments to the pace of instruction. Classroom Transitions Hallway transitions are Hallway transitions are Hallway transitions are Hallway transitions are Hallway transitions are Management an innovative model of smooth, silent, efficient, quiet, smooth, and inconsistently silent and rarely/ never silent and silent efficiency all the and in accordance with efficient almost all of the efficient. efficient. time. best practices almost all of time. the time.

Curriculum Differentiating Teacher innovatively Teacher makes necessary Teacher makes necessary Teacher inconsistently Teacher rarely/ never Instruction makes necessary curriculum modifications curriculum modifications makes curriculum makes necessary curriculum modifications for students with special for students with special modifications for students curriculum modifications for students with special needs in accordance with needs almost all of the with special needs. for students with special needs all the time. best practices almost all of time. needs. the time.

223

General Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Area Competency

Curriculum Lesson Mastery objectives are Mastery objectives are Mastery objectives are Mastery objectives are Mastery objectives are Design student-centered, student-centered, student-centered, inconsistently student- rarely/ never student- measurable, attainable, measurable, attainable, measurable, attainable, centered, measurable, centered, measurable, and challenging all the and challenging in and challenging almost all attainable, and attainable, and time. accordance with best of the time. challenging. challenging. practices almost all of the time. Curriculum Lesson Student materials are Student materials are Student materials are Student materials are Student materials are Materials innovatively rigorous, rigorous, attractive, error- rigorous, attractive, error- inconsistently rigorous, rarely/ never rigorous, attractive, error-free, and free, and conducive to free, and conducive to attractive, error-free, and attractive, error-free, and conducive to high-quality high-quality work in high-quality work almost conducive to high-quality conducive to high-quality work all the time. accordance with best all of the time. work. work. practices almost all of the time. Curriculum Lesson Lessons are clearly aligned Lessons are aligned with Lessons are aligned with Lessons are inconsistently Lessons are rarely/ never Planning with the objectives that the content and skill the content and skill aligned with the content aligned with the content are outlined in the objectives that are objectives in the and skill objectives that and skill objectives that curriculum all the time. outlined in the curriculum curriculum almost all of are outlined in the are outlined in the in accordance with best the time. curriculum. curriculum. practices almost all of the time. Instruction Classroom Teacher creates and Teacher creates and Teacher creates and Teacher inconsistently Teacher rarely/ never Environment updates innovative updates bulletin board updates bulletin board creates and updates creates and updates bulletin boards and boards and visual displays boards and visual displays bulletin board boards and bulletin board boards and instructional and to support student to support student visual displays to support visual displays to support inspirational signage that learning in accordance learning almost all of the student learning. student learning. supports student learning. with best practices almost time. all of the time. Instruction Differentiating Teacher has developed an Teacher has developed a Teacher has developed a Teacher has developed a Teacher has developed a Instruction innovative system of consistent system of system of differentiating system that inconsistently system that rarely/ never differentiating instruction differentiating instruction instruction to reach differentiates instruction differentiates instruction to reach all students. to reach students in students almost all of the for students. for students. accordance with best time. practices almost all of the time.

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General Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Area Competency

Instruction Establishing Teacher serves as an Teacher establishes, Teacher establishes, Teacher inconsistently Teacher rarely/ never Learning innovative model in communicates, and communicates, and establishes, succeeds in establishing, Expectations establishing and demands high demands high communicates, and communicating, and/or demanding high expectations for student expectations for student demands high demanding high expectations for student learning, behavior, and learning, behavior, and expectations for student expectations for student learning, behavior, and quality of work in quality of work almost all learning, behavior, and learning, behavior, and quality of work in a variety accordance with best of the time. quality. quality of work. of ways. practices almost all of the time. Instruction Pace of Pace of instruction is Pace of instruction is Pace of instruction is Pace of instruction is Pace of instruction is Instruction innovatively efficient, efficient, engaging, and efficient, engaging, and inconsistently efficient, rarely/ never efficient, engaging, and urgent all urgent in accordance with urgent almost all of the engaging, and urgent. engaging, or urgent. the time. best practices almost all of time. the time. Instruction Student Teacher has developed a Teacher has developed a Teacher has developed a Teacher has developed a Teacher has developed a Engagement classroom culture where classroom culture where classroom culture where classroom culture where classroom culture where students are engaged in students are engaged in students are engaged in students are inconsistently students are rarely/ never the learning activity, as the learning activity in the learning activity engaged in the learning engaged in the learning demonstrated by their accordance with best almost all of the time. activity. activity. attentiveness and practices almost all of the participation, all the time. time.

Instruction Student Teacher ensures that all Teacher ensures that Teacher ensures that Teacher inconsistently Teacher rarely/ never Work students complete and students complete and students complete and ensures that students turn ensures that students turn in all work, including turn in work, including turn in work, including in work. complete homework and homework, and that all homework, in accordance homework, almost all of classwork assignments. work is of high quality. with best practices almost the time. all of the time. Professional Openness to Teacher innovatively Teacher reflects upon and Teacher reflects upon and Teacher inconsistently Teacher rarely/ never Development Feedback reflects upon and responds to feedback with responds to feedback with reflects upon and reflects upon nor responds to feedback with openness in accordance openness almost all of the responds to feedback with responds to feedback with openness and a “good to with best practices almost time. openness. openness. great” attitude all the time. all of the time.

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General Area Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Competency

Professionalism Ability to Teacher meets deadlines Teacher meets deadlines Teacher meets deadlines Teacher inconsistently Teacher rarely/ never Meet for lesson plans, progress for lesson plans, progress for lesson plans, progress meets deadlines for lesson meets deadlines for lesson Deadlines reports, and/or report reports, and/or report reports, and/ or report plans, progress reports, plans, progress reports, cards all the time. cards in accordance with cards almost all of the and/or report cards. and/or report cards. best practices almost all time. of the time. Professionalism Attitude Teacher's relationships Teacher's relationships Teacher's relationships Teacher's relationships Teacher's relationships with colleagues are with colleagues are with colleagues are with colleagues are with colleagues are rarely/ extremely positive, positive and collaborative positive and collaborative inconsistently positive never positive and collaborative, and in accordance with best almost all of the time. and collaborative. collaborative. generous all the time. practices almost all of the time. Professionalism Attitude Teacher's attitude is Teacher's attitude is Teacher's attitude is Teacher's attitude is Teacher's attitude is positive and respectful of respectful of students, respectful of students, inconsistently respectful rarely/ never respectful to students, families, families, colleagues, and families, colleagues, and to students, families, students, families, colleagues, and school school leaders in school leaders almost all colleagues, and/or school colleagues, and school leaders all the time. accordance with best of the time. leaders. leaders. practices almost all of the time. Professionalism Relationships Teacher assumes Teacher engages in Teacher engages in Teacher inconsistently Teacher rarely/ never with innovative leadership professional exchange professional exchange engages in professional engages in professional Colleagues/ among colleagues, with colleagues in with colleagues almost all exchange with colleagues. exchange with colleagues. School supporting them and accordance with best of the time. engaging in professional practices almost all of the exchange. time. Professionalism Relationships Teacher exerts a positive Teacher exerts a positive Teacher exerts a positive Teacher inconsistently Teacher rarely/ never with influence on the entire influence on the entire influence on the entire exerts a positive influence exerts a positive influence Colleagues/ staff all the time. staff in accordance with staff almost all of the on the entire staff. on the entire staff all the School best practices almost all time. time. of the time.

226

General Area Specific Advanced Advanced Proficient Proficient Needs Improvement Unacceptable Competency

Professionalism Relationships Teacher innovatively Teacher communicates Teacher communicates Teacher inconsistently Teacher rarely/ never with Families communicates with with families to inform with families to inform communicates with communicates with families to inform them them of the instructional them of the instructional families to inform them families to inform them of the instructional program and share program and share of the instructional of the instructional program and share information about the information about the program and share program and share information about the emotional and social emotional and social information about the information about the emotional and social development of their development of their emotional and social emotional and social development of their students in accordance students almost all of the development of their development of their students. with best practices almost time. students. students. all of the time.

Professionalism Relationships Teacher returns phone Teacher returns phone Teacher returns phone Teacher inconsistently Teacher rarely/ never with Families calls from families within calls from families within calls from families within returns phone calls from returns phone calls to 24 hours all the time. 24 hours in accordance 24 hours almost all of the families within 24 hours. families within 24 hours. with best practices almost time. all of the time.

Professionalism Timeliness Teacher is punctual for Teacher is punctual for Teacher is punctual for Teacher is inconsistently Teacher is rarely/ never the school day, scheduled the school day, scheduled the school day, scheduled punctual for the school punctual for the school classes/pick-up times, classes/pick-up times, classes/pick-up times, day, scheduled day, scheduled and/or meetings all the and/or meetings in and/or meetings most of classes/pick-up times, classes/pick-up times, time. accordance with best the time almost all of the and/or meetings. and/or meetings. practices almost all of the time. time. Advanced Advanced Proficient Proficient Needs Improvement Unacceptable

Overall Scores

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Overall Strengths and Weaknesses:

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Acknowledgement of Receipt and Completion (prior to addition of Goals/PIP)

This teacher has received a satisfactory evaluation.

This teacher has received an unsatisfactory evaluation.

______

Dean of Curriculum and Instruction Date

______

Principal Date

I acknowledge receipt of my complete, formal evaluation at UP Academy. I understand that I can submit a written response to my formal evaluation within 10 calendar days.

______

Employee Name Date

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Goals and/or Performance Improvement Plan:

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Acknowledgement of Receipt and Completion (after addition of Goals/PIP)

This teacher has received a satisfactory evaluation.

This teacher has received an unsatisfactory evaluation.

______

Dean of Curriculum and Instruction Date

______

Principal Date

I acknowledge receipt of my complete, formal evaluation at UP Academy, including follow-up goals and/or my Performance Improvement Plan.

______

Employee Name Date

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Agreement between the Boston Public Schools and the UP Academy Charter School of Boston and the Boston Association of School Administrators and Supervisors AGREEMENT by and between the UP Academy Charter School of Boston (“UP”) (Horace Mann Charter Public School), by and through its Board of Trustees (the “Board”), and the School Committee of the City of Boston, by and through its Public School Department (the “BPS”) and the Boston Association of School Administrators (“BASAS”). In consideration of the mutual covenants contained herein, UP, BASAS, and BPS agree as follows:

Status of BASAS Employees Who Work at UP All school BASAS Members who elect to work and are selected to work at UP shall maintain their full status as members of the BASAS bargaining unit and as employees of the Boston Public Schools. Further: A. BASAS Members shall receive, at a minimum, the salary and benefits established in the BASAS Contract (the “Contract”), subject to possible upward adjustments as set forth below.

B. BASAS Members shall maintain and continue to accrue seniority within BPS in accordance with the terms of the Contract. As expressly set forth below, with the exception (A) and (B) above, UP shall be exempt from provisions of the Contract, and all past practices pertaining to the relationship between the Boston School Committee and BASAS, contained in or related to the following sections of the existing Contract as well as corresponding sections of any future Contract in effect during the term of this Agreement:  Article III: Salaries and Differentials  Article IV: Working Conditions  Article V: Authority and Supervision  Article VI: Professional Meetings and Leave  Article VII: Transfers  Article X: Grievances and Arbitration  Article XI: Past Practices and New Issues  Article XII: Reduction In Force  Article XIII: Performance Evaluation

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 Article XIV: School Based Management  Article XV: Miscellaneous  Appendix A In place of such provisions, the relationship between UP and BASAS members will be subject to replacement provisions, if described below, or determined by the Board and/or management, if not described below. The Board and/or management shall make such labor-related decisions in order to most effectively achieve the mission of UP while respecting the professionalism of all BASAS members who work at UP. Please note that some sections below are included for clarity purposes only. Selection and Hiring of Staff UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff for BASAS positions at the school without regard to seniority within the BASAS or past practices between the Boston School Committee and the BASAS. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Management UP, through its Board, shall manage its staff independent of the Boston School Committee. Excessing and Dismissal UP may involuntarily excess members of the BASAS. Staff members shall receive notice of any involuntary excessing by April 1st. The provisions in the Contract regarding excessing, seniority and transfer shall not apply to UP except that BASAS members shall continue to accrue seniority while working at the school. UP may choose to non-renew any BASAS member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the Boston Public Schools and any collective bargaining unit. UP shall issue discipline, up to and including termination, to employees in accordance with applicable federal and state laws and municipal ordinances. Layoffs and Recall UP is exempt from the layoff and recall language in the Contract and any associated practices. Processing and Notification Regarding Staff The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Evaluation – BASAS Members UP is committed to the continued professional development of all employees. To that end, UP has developed a Performance Management System to be used for BASAS members. Following are the goals for UP’s Management System:

1. To systematically provide professional development and concrete, explicit coaching to all BASAS members, regardless of experience and seniority; 2. To provide concrete, explicit evaluation for BASAS members to ensure they have an understanding of their own job performance; and 3. To provide concrete rationale for promotion, dismissal, and any and all other actions related to employment status.

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BASAS members will follow the same evaluation process that the school uses for teachers. All BASAS members will be evaluated by the Principal on performance areas to be outlined in the UP Administrator Evaluation Tool, which will be developed during the 2010-11 school year. BASAS Members will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. UP reserves the right to make adjustments to this tool if such adjustments are clearly communicated to BASAS members. BASAS Members who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other BASAS Members will receive a satisfactory evaluation.

It shall be appropriate for the Principal to dismiss an Administrator who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year.

If the Principal deems a BASAS member to be excessively absent for the purpose of avoiding a Follow-Up Evaluation meeting, the Principal reserves the right to dismiss the employee without holding the Follow-Up Evaluation meeting. In such case, the Follow-Up Evaluation and a notice of the intent to dismiss the employee will be sent via First Class, Certified mail to the employee’s address on record

An evaluation and its consequences are not subject to the grievance procedures of the Contract. Compensation - BASAS Members Every UP administrator earns, at a minimum, his or her base salary under the BASAS scale. BASAS members are not compensated incrementally for days or hours worked beyond those defined in the Contract. The Principal, at his/her discretion, may decide to compensate any BASAS member who works at UP with a base salary above that determined by the BASAS scale. In addition to the base salary described above, if a school makes substantial enough progress, as defined strictly by student achievement and/or progress, staff members who return to the school the following academic year may be eligible for special school-wide compensation bonuses. The structure and amount of these bonuses, as well the criteria for offering such bonuses, is at the discretion of the Principal. Working Conditions – BASAS Members The provisions in the Contract that address working conditions for BASAS members shall not apply to BASAS members at UP. Rather, the annual working conditions for BASAS members at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (BASAS Members). BASAS Members selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (BASAS Members) that describes the anticipated working conditions for the upcoming academic year.

Of note, the standard workday for all BASAS Members during a school day is expected to be nine hours. For the majority of BASAS Members, required hours will approximate 7:30am–4:30pm. All school-based BASAS Members are to be available at least during the normal working day and at any time before and after these hours that are reasonably necessary to adequately complete their administrative duties, such as being available to students and parents and attending appropriate meetings. Further, some BASAS Members may be asked to work additional hours to accommodate school programming unique to UP (e.g., Saturday programming). The term of employment for BASAS members will be one complete calendar year. From the first day that teachers arrive for Professional Development in August until the last day of the school year the following June, BASAS members will follow the same calendar, observe the same school holidays, and observe the

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DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL same school vacations as teachers at UP. Between the last day of school in June and the first day that teachers arrive for Professional Development in August, BASAS members are expected to work a full-time schedule (approximately 45 hours per week). During this time span, BASAS members are entitled to two weeks of paid vacation. Dispute Resolution Any BASAS member working at UP may use the following process to resolve a dispute:

1. The employee may bring a concern under this Agreement to the Principal in writing. The employee should specifically state the concern and the desired resolution. 2. Within 5 days of receipt of the concern, the Principal should meet with the employee to discuss the concern. 3. Within 5 days of the meeting, the Principal should issue a decision to the employee. 4. If the employee is not satisfied with the resolution issued by the Principal, s/he may bring the concern to the Board, in writing, within 10 days of receiving the Principal’s decision. The home or business address of the Board Chair will be provided to all BASAS members for this purpose. 5. The Board will consider the concern at its next scheduled meeting 6. The Board should issue a decision within 5 days of the meeting. This decision will be sent in writing to the employee in question. The decision of the Board is final.

Compliance with Law UP agrees to comply with all applicable federal, state, and municipal laws, rules, regulations, and codes, and all applicable federal and state court orders, including, but not limited to: the provisions of the Uniform Procurement Act, M.G.L. c. 30B; M.G.L. c. 71, §89 and 603 CMR §1.00 et seq.; M.G.L. c. 71; those relating to diversity of students, teachers and other staff; the protection of the rights and interests of students and staff; the expenditure of public funds; and education reform. The Horace Mann School also agrees to comply with the civil rights policies of the BPS. Students who have special needs or are English language learners will be appropriately identified, assessed, and served in accordance with federal and state requirements. Without limiting the foregoing, UP agrees that it shall, in carrying out its responsibilities under this Agreement, comply with every provision of M.G.L. c. 268A (the Conflict of Interest Law) to the full extent of the applicability of said provisions. Failure to comply with all applicable legal requirements may result in termination of this Agreement pursuant to the Termination section, herein. UP agrees that all employment decisions will be made in compliance with the applicable federal and state laws, and in compliance with all of BPS’s Superintendent’s Circular(s) related to federal and state laws as shall exist and/or be amended from time to time by this or any other name known from time to time. Term of Agreement The term of this Agreement is the period from the date of execution of this Agreement through June 30, 2016. No later than six (6) months prior to the expiration of the term of this Agreement, or the expiration of UP’s charter, whichever occurs first, BPS, BASAS, and UP shall meet and make a good faith effort to discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. Indemnification It is expressly understood by and between the parties hereto that UP is a unit of the Boston Public School Department only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the Boston Public School Department and that Boston Public School Department shall not be liable for the acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall

235

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL indemnify and hold harmless the Boston Public School Department, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. Termination UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of the Compliance with Law section, above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. Horace Mann School’s Rights of Appeal BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L. c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. Notices All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP: Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD (C) In the case of BASAS: XXX

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If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. Amendments This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS, BASAS, and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: TBD Chairperson of the Board of Trustees

By: ______Date: ______Name: TBD President of BASAS

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Agreement between the Boston Public Schools and the UP Academy Charter School of Boston and the Administrative Guild of the Boston School System AGREEMENT by and between the UP Academy Charter School of Boston (“UP”) (Horace Mann Charter Public School), by and through its Board of Trustees (the “Board”), and the School Committee of the City of Boston, by and through its Public School Department (the “BPS”) and the Administrative Guild of the Boston School System (the “Guild”). In consideration of the mutual covenants contained herein, UP, the Guild, and BPS agree as follows:

Status of Guild Members Who Work at UP All Guild members who elect to work and are selected to work at UP shall maintain their full status as members of the Guild bargaining unit and as employees of the Boston Public Schools. Further: A. Guild members shall receive, at a minimum, the salary and benefits established in the Guild Contract (the “Contract”), subject to possible upward adjustments as set forth below. B. Guild members shall maintain and continue to accrue seniority within BPS in accordance with the terms of the Contract. As expressly set forth below, with the exception (A) and (B) above, UP shall be exempt from provisions of the Contract, and all past practices pertaining to the relationship between the Boston School Committee and the Guild, contained in or related to the following sections of the existing Contract as well as corresponding sections of any future Contract in effect during the term of this Agreement:  Article 2: Salaries and Rates of Pay per Hour  Article 3: Working Conditions  Article 4: Posting and Bidding of Vacancies  Article 5: Maintenance of Benefits  Article 6: Leave  Article 7: Vacations  Article 8: Grievance Procedure  Article 9: Arbitration

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 Article 11: Obligation to Bargain  Article 14: Other Compensation  Article 15: Layoff and Recall Procedure  Article 18: Attendance Monitors and 766 Clerks  Article 19: Miscellaneous  Article 21: Part-Time Employees  Article 22: Performance Evaluation  Article 23: Superintendent’s Schools  Appendix A: Pay Schedules  Appendix B: Performance Evaluation Form In place of such provisions, the relationship between UP and Guild members will be subject to replacement provisions, if described below, or determined by the Board and/or management, if not described below. The Board and/or management shall make such labor-related decisions in order to most effectively achieve the mission of UP while respecting the professionalism of all Guild members who work at UP. Please note that some sections below are included for clarity purposes only. Selection and Hiring of Staff UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff for Guild positions at the school without regard to seniority within the Guild or past practices between the Boston School Committee and the Guild. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Management UP, through its Board, shall manage its staff independent of the Boston School Committee. Excessing and Dismissal UP may involuntarily excess members of the Guild. Staff members shall receive notice of any involuntary excessing by May 1st. The provisions in the Contract regarding excessing, seniority and transfer shall not apply to UP except that Guild members shall continue to accrue seniority while working at the school. UP may choose to non-renew any Guild member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the Boston Public Schools and any collective bargaining unit. UP shall issue discipline, up to and including termination, to employees in accordance with applicable federal and state laws and municipal ordinances. Layoffs and Recall UP is exempt from the layoff and recall language in the Contract and any associated practices. Processing and Notification Regarding Staff The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Evaluation – Guild Members

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UP is committed to the continued professional development of all employees. To that end, UP has developed a Performance Management System to be used for Guild members. Following are the goals for UP’s Performance Management System:

1. To systematically provide professional development and concrete, explicit coaching to all Guild members, regardless of experience and seniority; 2. To provide concrete, explicit evaluation for Guild members, to ensure they have an understanding of their own job performance; and 3. To provide concrete rationale for promotion, dismissal, and any and all other actions related to employment status.

Guild members will follow the same evaluation process that the school uses for teachers. All Guild Members will be evaluated by the Principal and/or the Dean of Operations on performance areas to be outlined in the UP Administrative Staff Evaluation Tool, which will be developed during the 2010-11 school year. Guild members will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. UP reserves the right to make adjustments to this tool if such adjustments are clearly communicated to Guild members. Guild members who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other Guild members will receive a satisfactory evaluation.

It shall be appropriate for the Principal to dismiss a Guild member who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. If the Principal deems a Guild member to be excessively absent for the purpose of avoiding a Follow-Up Evaluation meeting, the Principal reserves the right to dismiss the employee without holding the Follow-Up Evaluation meeting. In such case, the Follow-Up Evaluation and a notice of the intent to dismiss the employee will be sent via First Class, Certified mail to the employee’s address on record. An evaluation and its consequences are not subject to the grievance procedures of the Contract. Compensation – Guild Members Every UP Guild member earns, at a minimum, his or her hourly rate under the Guild scale. In addition to the compensation described above, if a school makes substantial enough progress, as defined strictly by student achievement and/or progress, staff members who return to the school the following academic year may be eligible for special school-wide compensation bonuses. The structure and amount of these bonuses, as well the criteria for offering such bonuses, is at the discretion of the Principal. Working Conditions – Guild Members The provisions in the Contract that address working conditions for Guild members shall not apply to Guild members at UP. Rather, the annual working conditions for Guild members at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Guild Members). Guild members selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Guild Members) that describes the anticipated working conditions for the upcoming academic year.

Of note, the standard workday for all Guild members during a school day is expected to be nine hours. For the majority of Guild members, required hours will approximate 7:30am–4:30pm. While some Guild

240

DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL members may be asked to work a different schedule to accommodate school programming (e.g., Saturday programming), required hours will never exceed 45 hours per week. The term of employment for Guild members will be one complete calendar year. From the first day that teachers arrive for Professional Development in August until the last day of the school year the following June, Guild members will follow the same calendar, observe the same school holidays, and observe the same school vacations as teachers at UP. Between the last day of school in June and the first day that teachers arrive for Professional Development in August, Guild members are expected to work a full-time schedule (approximately 45 hours per week). During this time span, Guild members are entitled to two weeks of unpaid vacation. Dispute Resolution Any Guild member working at UP may use the following process to resolve a dispute:

1. The employee may bring a concern under this Agreement to the Principal in writing. The employee should specifically state the concern and the desired resolution. 2. Within 5 days of receipt of the concern, the Principal should meet with the employee to discuss the concern. 3. Within 5 days of the meeting, the Principal should issue a decision to the employee. 4. If the employee is not satisfied with the resolution issued by the Principal, s/he may bring the concern to the Board, in writing, within 10 days of receiving the Principal’s decision. The home or business address of the Board Chair will be provided to all Guild members for this purpose. 5. The Board will consider the concern at its next scheduled meeting 6. The Board should issue a decision within 5 days of the meeting. This decision will be sent in writing to the employee in question. The decision of the Board is final.

Compliance with Law UP agrees to comply with all applicable federal, state, and municipal laws, rules, regulations, and codes, and all applicable federal and state court orders, including, but not limited to: the provisions of the Uniform Procurement Act, M.G.L. c. 30B; M.G.L. c. 71, §89 and 603 CMR §1.00 et seq.; M.G.L. c. 71; those relating to diversity of students, teachers and other staff; the protection of the rights and interests of students and staff; the expenditure of public funds; and education reform. The Horace Mann School also agrees to comply with the civil rights policies of the BPS. Students who have special needs or are English language learners will be appropriately identified, assessed, and served in accordance with federal and state requirements. Without limiting the foregoing, UP agrees that it shall, in carrying out its responsibilities under this Agreement, comply with every provision of M.G.L. c. 268A (the Conflict of Interest Law) to the full extent of the applicability of said provisions. Failure to comply with all applicable legal requirements may result in termination of this Agreement pursuant to the Termination section, herein. UP agrees that all employment decisions will be made in compliance with the applicable federal and state laws, and in compliance with all of BPS’s Superintendent’s Circular(s) related to federal and state laws as shall exist and/or be amended from time to time by this or any other name known from time to time. Term of Agreement The term of this Agreement is the period from the date of execution of this Agreement through June 30, 2016. No later than six (6) months prior to the expiration of the term of this Agreement, or the expiration of UP’s charter, whichever occurs first, BPS, the Guild, and UP shall meet and make a good faith effort to discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. Indemnification

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It is expressly understood by and between the parties hereto that UP is a unit of the Boston Public School Department only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the Boston Public School Department and that Boston Public School Department shall not be liable for the acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall indemnify and hold harmless the Boston Public School Department, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. Termination UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of the Compliance with Law section, above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. Horace Mann School’s Rights of Appeal BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L. c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. Notices All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP: Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD

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This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all counterparts together shall constitute but one agreement. Severability If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. Amendments This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS, the Guild, and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: TBD Chairperson of the Board of Trustees

By: ______Date: ______Name: TBD President of the Guild

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Agreement between the Boston Public Schools and the UP Academy Charter School of Boston and the Local Union No. 1952, Painters & Allied Trades District Council No. 35 of the Boston School System AGREEMENT by and between the UP Academy Charter School of Boston (“UP”) (Horace Mann Charter Public School), by and through its Board of Trustees (the “Board”), and the School Committee of the City of Boston (“Boston School Committee”), by and through its Public School Department (the “BPS”) and the Local Union No. 1952, Painters and Allied Trades District Council No. 35 of the Boston School System (the “Union”). In consideration of the mutual covenants contained herein, UP, the Union, and BPS agree as follows:

WHEREAS, Massachusetts General Law Chapter 71, §89 gives the Commonwealth of Massachusetts, Department of Education (“Massachusetts DESE”), the power to approve the operation of a public school under a charter (hereinafter, “Horace Mann Charter School”), to stimulate the development of innovative programs within public education, to provide opportunities for innovative learning and assessments, to encourage performance-based educational programs, and for other valuable educational purposes; and WHEREAS, the Massachusetts DESE promulgated standards and procedures for the operation of Horace Mann Charter Schools under 603 CMR §1.00 et seq.; and WHEREAS, in 2010, UP intends to request approval from the Massachusetts DESE to operate a Horace Mann Charter School in accordance with UP’s application (the “Application”); and WHEREAS, the parties are desirous of delineating their respective rights and responsibilities to the extent not fully described by the laws of Massachusetts, and to comply with said standards and procedures; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Status of Union Employees Who Work at UP All custodial staff who elect to work and are selected to work at UP shall maintain their full status as members of the Union bargaining unit and as employees of the BPS. Further: A. Union employees shall receive, at a minimum, the salary and benefits established in the Union Contract (the “Contract”), subject to possible upward adjustments as set forth below. B. Union employees shall maintain and continue to accrue seniority within BPS in accordance with the terms of the Contract. As expressly set forth below, with the exception (A) and (B) above, UP shall be exempt from provisions of the Contract, and all past practices pertaining to the relationship between the Boston School Committee and the Union, contained in or related to the following sections of the existing Contract as well as corresponding sections of any future Contract in effect during the term of this Agreement:  Article 4: Grievance Procedures  Article 5: Arbitration  Article 6: Salaries and Rates of Pay  Article 7: Hours of Work  Article 8: Overtime  Article 9: Holidays  Article 10: Vacations  Article 11: Sick Leave

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 Article 12: Severance Pay  Article 13: Industrial Pay  Article 14: Leave of Absence  Article 15: Seniority  Article 16: Vacations and Bidding Procedure  Article 17: Assaults  Article 18: Protection  Article 19: Employees Files  Article 20: Information to the Union  Article 21: Notice to the Union  Article 22: Union Business  Article 23: Performance Evaluation  Article 24: Pre-existing Benefits, Conditions and Prior Practices  Article 25: Insurance  Article 27: Professional Cooperation  Article 28: Non-discrimination/Affirmative Action  Article 29: Management/Union Committee  Article 30: Equipment  Article 31: Management Rights  Article 32: Handling of New Issues  Article 33: Physical Examinations  Article 34: Maintenance Shop  Article 36: Duration In place of such provisions, the relationship between UP and Union members will be subject to replacement provisions, if described below, or determined by the Board and/or management, if not described below. The Board and/or management shall make such labor-related decisions in order to most effectively achieve the mission of UP while respecting the professionalism of all Union members who work at UP. Please note that some sections below are included for clarity purposes only. Selection and Hiring of Staff UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff for custodial positions at the school without regard to seniority within the Union or past practices between the Boston School Committee and the Union. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Management UP, through its Board, shall manage its staff independent of the Boston School Committee. Excessing and Dismissal

UP may involuntarily excess members of the Union. Staff members shall receive notice of any involuntary excessing by May 1st. The provisions in the Contract regarding excessing, seniority and transfer shall not apply to UP except that Union members shall continue to accrue seniority while working at the school.

UP may choose to non-renew any Union staff member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the BPS and any collective bargaining unit. UP

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Layoffs and Recall

UP is exempt from the layoff and recall language in the Contract and any associated practices

Processing and Notification Regarding Staff The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Evaluation – Custodial Staff

UP is committed to the continued professional development of all employees. To that end, UP has developed a Performance Management System to be used for custodial staff. Following are the goals for UP’s Performance Management System:

1. To systematically provide professional development and concrete, explicit coaching to all custodial staff, regardless of experience and seniority;

2. To provide concrete, explicit evaluation for custodial staff to ensure they have an understanding of their own job performance; and

3. To provide concrete rationale for promotion, dismissal, and any and all other actions related to employment status.

Custodial staff will follow the same evaluation process that the school uses for teachers. All custodial staff will be evaluated by the Principal and/or the Dean of Operations on performance areas to be outlined in the UP Custodial Staff Evaluation Tool, which will be developed during the 2010-11 school year. Union staff will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. UP reserves the right to make adjustments to this tool if such adjustments are clearly communicated to Union members. Custodial staff members who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other custodial staff will receive a satisfactory evaluation.

It shall be appropriate for the Principal to dismiss a custodial staff member who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. UP will only dismiss an individual if the school has provided fair evaluations, appropriate assistance, and a reasonable timeline through which significant, measurable changes in custodial staff performance can be measured, all as defined in this Agreement.

An evaluation and its consequences are not subject to the grievance procedures of the Contract. If the Principal deems a Union member to be excessively absent for the purpose of avoiding a Follow-Up Evaluation meeting, the Principal reserves the right to dismiss the employee without holding the Follow-Up Evaluation meeting. In such case, the Follow-Up Evaluation and a notice of the intent to dismiss the employee will be sent via First Class, Certified mail to the employee’s address on record. Working Conditions – Union Staff

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The provisions in the Contract that address working conditions for custodial staff shall not apply to custodial staff at UP. Rather, the annual working conditions for custodial staff at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form (Custodial Staff). Custodial staff selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Custodial Staff) that describes the anticipated working conditions for the upcoming academic year.

Of note, the standard workday for all custodial staff during a school day is expected to be nine hours. For the majority of custodial staff, required hours will approximate 9:00am–6:00pm. Custodial staff at UP may take a one-hour lunch break and two 15-minute breaks between 9:00am and 6:00pm during a given school day. The term of employment for Union members will be the school year. During the school year, Union members will follow the same calendar, observe the same school holidays, and observe the same school vacations as teachers at UP. Dispute Resolution Any Union member working at UP may use the following process to resolve a dispute: 1. The employee may bring a concern under this Agreement to the Principal in writing. The employee should specifically state the concern and the desired resolution. 2. Within 5 days of receipt of the concern, the Principal should meet with the employee to discuss the concern. 3. Within 5 days of the meeting, the Principal should issue a decision to the employee. 4. If the employee is not satisfied with the resolution issued by the Principal, s/he may bring the concern to the Board, in writing, within 10 days of receiving the Principal’s decision. The home or business address of the Board Chair will be provided to all Union members for this purpose. 5. The Board will consider the concern at its next scheduled meeting The Board should issue a decision within 5 days of the meeting. This decision will be sent in writing to the employee in question. The decision of the Board is final.

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DRAFT – FOR DISCUSSION ONLY CONFIDENTIAL discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. Indemnification It is expressly understood by and between the parties hereto that UP is a unit of the BPS only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the BPS and that BPS shall not be liable for the acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall indemnify and hold harmless the BPS, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. Termination UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of the Compliance with Law section, above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. Horace Mann School’s Rights of Appeal BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L. c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. Notices All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP: Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD (C) In the case of the Union: XXX

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Any party may, by written notice to the other party, designate another address. Any notice, request, or demand shall be deemed to have been given when it is actually received by the party to whom it is addressed. Counterparts This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all counterparts together shall constitute but one agreement. Severability If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. Amendments This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS, the Union, and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: TBD Chairperson of the Board of Trustees

By: ______Date: ______Name: TBD President of the Union

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Agreement between the Boston Public Schools and the UP Academy Charter School of Boston and the American Federation of State, County and Municipal Employees, AFL-CIO, Council 93 and Affiliate Local 230 of the Boston School System

WHEREAS, Massachusetts General Law Chapter 71, §89 gives the Commonwealth of Massachusetts, Department of Education (“Massachusetts DESE”), the power to approve the operation of a public school under a charter (hereinafter, “Horace Mann Charter School”), to stimulate the development of innovative programs within public education, to provide opportunities for innovative learning and assessments, to encourage performance-based educational programs, and for other valuable educational purposes; and WHEREAS, the Massachusetts DESE promulgated standards and procedures for the operation of Horace Mann Charter Schools under 603 CMR §1.00 et seq.; and WHEREAS, in 2010, UP intends to request approval from the Massachusetts DESE to operate a Horace Mann Charter School in accordance with UP’s application (the “Application”); and WHEREAS, the parties are desirous of delineating their respective rights and responsibilities to the extent not fully described by the laws of Massachusetts, and to comply with said standards and procedures; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Status of Cafeteria and Food Service Union Members Who Work at UP All Cafeteria and Food Service Union members who elect to work and are selected to work at UP shall maintain their full status as members of the Cafeteria and Food Service Union bargaining unit and as employees of the BPS. Further: A. Cafeteria and Food Service Union members shall receive, at a minimum, the salary and benefits established in the Cafeteria and Food Service Union Contract (the “Contract”), subject to possible upward adjustments as set forth below. B. Cafeteria and Food Service Union members shall maintain and continue to accrue seniority within BPS in accordance with the terms of the Contract. As expressly set forth below, with the exception (A) and (B) above, UP shall be exempt from provisions of the Contract, and all past practices pertaining to the relationship between the Boston School Committee and the Cafeteria and Food Service Union, contained in or related to the following sections of the existing Contract as well as corresponding sections of any future Contract in effect during the term of this Agreement:  Article 2: Rights of the Committee  Article 4: Grievance Procedure  Article 5: Definitions and Working Conditions  Article 10: Transfers  Article 11: Leaves of Absences

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 Article 12: Sick Leave  Article 13: Holidays  Article 14: Vacation Leave  Article 15: Union Business  Article 16: Compensation  Article 17: Miscellaneous  Article 20: Stability of Agreement  Article 21: Performance Evaluation  Article 23: Comprehensive Assistance Program for Employees (C.A.P.E.)  Article 24: Salaried Managers  Appendix A: Salary Schedule  Appendix B: Housing Trust Agreement  Appendix C: Side Letter In place of such provisions, the relationship between UP and Cafeteria and Food Service Union members will be subject to replacement provisions, if described below, or determined by the Board and/or management, if not described below. The Board and/or management shall make such labor-related decisions in order to most effectively achieve the mission of UP while respecting the professionalism of all Cafeteria and Food Services Union members who work at UP. Please note that some sections below are included for clarity purposes only. Selection and Hiring of Staff UP has the sole discretion to select the staff for any and all positions at the school. UP may select staff for Cafeteria and Food Service positions at the school without regard to seniority within the Cafeteria and Food Service Union or past practices between the Boston School Committee and the Cafeteria and Food Service Union. UP may formulate job descriptions, duties and responsibilities for any and all positions in its school. The selection of staff members shall be in compliance with the applicable federal and state laws and municipal ordinances. Management UP, through its Board, shall manage its staff independent of the Boston School Committee. Excessing and Dismissal

UP may involuntarily excess members of the Cafeteria and Food Service Union. Staff members shall receive notice of any involuntary excessing by May 1st. The provisions in the Contract regarding excessing, seniority and transfer shall not apply to UP except that Cafeteria and Food Service Union members shall continue to accrue seniority while working at the school.

UP may choose to non-renew any Cafeteria and Food Service Union member pursuant to federal and state law and municipal ordinances. UP agrees that the dismissal of staff of the Horace Mann School shall be done in accordance with federal and state law and municipal ordinances. In dismissing staff as a result of misconduct, UP shall not be bound by the practices or procedures established between the BPS and any collective bargaining unit. UP shall issue discipline, up to and including termination, to employees in accordance with applicable federal and state laws and municipal ordinances.

Layoffs and Recall

UP is exempt from the layoff and recall language in the Contract and any associated practices.

Processing and Notification Regarding Staff

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The BPS agrees that any and all hiring and dismissals of staff for UP will be processed in a timely manner through the BPS Office of Human Resources. UP shall provide the BPS Office of Human Resources and Office of Finance with timely notification of any staffing changes for the subsequent school year. Such notification shall be in writing and shall be made to BPS in a timely manner. Evaluation – Cafeteria and Food Service Union Members

UP is committed to the continued professional development of all employees. To that end, UP has developed a Performance Management System to be used for Cafeteria and Food Service Union members. Following are the goals for UP’s Performance Management System:

1. To systematically provide professional development and concrete, explicit coaching to all Cafeteria and Food Service Union members, regardless of experience and seniority;

2. To provide concrete, explicit evaluation for Cafeteria and Food Service Union members, to ensure they have an understanding of their own job performance; and

3. To provide concrete rationale for promotion, dismissal, and any and all other actions related to employment status.

Cafeteria and Food Service Union members will follow the same evaluation process that the school uses for teachers. All Cafeteria and Food Service Union Members will be evaluated by the Principal and/or the Dean of Operations on performance areas to be outlined in the UP Cafeteria and Food Service Workers Staff Evaluation Tool, which will be developed during the 2010-11 school year. Cafeteria and Food Service Union members will receive an Advanced, Advanced/Proficient, Proficient, Needs Improvement, or Unacceptable rating for each performance area. UP reserves the right to make adjustments to this tool if such adjustments are clearly communicated to Cafeteria and Food Service Union members. Cafeteria and Food Service Union members who receive an evaluation with a to-be-determined number of performance areas marked as “Needs Improvement” and/ or “Unacceptable” will receive an unsatisfactory evaluation. All other Cafeteria and Food Service Union members will receive a satisfactory evaluation.

It shall be appropriate for the Principal to dismiss a Cafeteria and Food Service Union member who receives an unsatisfactory rating on two consecutive evaluations (the Annual Evaluation and the Follow-Up Evaluation) within the same academic year. If the Principal deems a Cafeteria and Food Service Union member to be excessively absent for the purpose of avoiding a Follow-Up Evaluation meeting, the Principal reserves the right to dismiss the employee without holding the Follow-Up Evaluation meeting. In such case, the Follow-Up Evaluation and a notice of the intent to dismiss the employee will be sent via First Class, Certified mail to the employee’s address on record. An evaluation and its consequences are not subject to the grievance procedures of the Contract. Compensation – Cafeteria and Food Service Union Members UP reserves the right to compensate hourly or salaried Cafeteria and Food Service Union members at a rate higher than that determined by the Contract. Working Conditions – Cafeteria and Food Service Union Members The provisions in the Contract that address working conditions for Cafeteria and Food Service Union members shall not apply to Cafeteria and Food Service Union members at UP. Rather, the annual working conditions for Cafeteria and Food Service Union members at UP will be specified no later than March 1st each year (for the subsequent academic year) within a Working Conditions Acknowledgement Form

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(Cafeteria and Food Service Union Members). Cafeteria and Food Service Union members selected to work at UP will voluntarily elect to work at the school by signing the Working Conditions Acknowledgement Form (Cafeteria and Food Service Union Members) that describes the anticipated working conditions for the upcoming academic year.

Of note, the standard workday for all Cafeteria and Food Service Union members during a school day is expected to be approximately eight hours. For the majority of Cafeteria and Food Service Union members, required hours will approximate 6:30am–2:30pm. Required hours are unlikely to exceed 40 hours per week. All Cafeteria Managers shall attend the regular monthly Managers meeting, unless otherwise directed by the Dean of Operations or the Principal.

Employees shall not use cell phones or other communication devices, such as pagers, during times which they are assigned work unless the employee is reporting an emergency. Furthermore, no employee shall be permitted to use portable music players including but not limited to CD players, MP3 players, or multi- function cell phones during work hours.

The term of employment for Cafeteria and Food Service Union members will be one complete school year, plus up to one week prior to the school year and one day after the school year. Cafeteria and Food Service Union members will follow the same calendar, observe the same school holidays, and observe the same school vacations as teachers at UP. Dispute Resolution Any Cafeteria and Food Service Union member working at UP may use the following process to resolve a dispute: 1. The employee may bring a concern under this Agreement to the Principal in writing. The employee should specifically state the concern and the desired resolution. 2. Within 5 days of receipt of the concern, the Principal should meet with the employee to discuss the concern. 3. Within 5 days of the meeting, the Principal should issue a decision to the employee. 4. If the employee is not satisfied with the resolution issued by the Principal, he/she may bring the concern to the Board, in writing, within 10 days of receiving the Principal’s decision. The home or business address of the Board Chair will be provided to all Cafeteria and Food Service Union members for this purpose. 5. The Board will consider the concern at its next scheduled meeting 6. The Board should issue a decision within 5 days of the meeting. This decision will be sent in writing to the employee in question. The decision of the Board is final. Compliance with Law UP agrees to comply with all applicable federal, state, and municipal laws, rules, regulations, and codes, and all applicable federal and state court orders, including, but not limited to: the provisions of the Uniform Procurement Act, M.G.L. c. 30B; M.G.L. c. 71, §89 and 603 CMR §1.00 et seq.; M.G.L. c. 71; those relating to diversity of students, teachers and other staff; the protection of the rights and interests of students and staff; the expenditure of public funds; and education reform. The Horace Mann School also agrees to comply with the civil rights policies of the BPS. Students who have special needs or are English language learners will be appropriately identified, assessed, and served in accordance with federal and state requirements. Without limiting the foregoing, UP agrees that it shall, in carrying out its responsibilities under this Agreement, comply with every provision of M.G.L. c. 268A (the Conflict of Interest Law) to the full extent of the applicability of said provisions. Failure to comply with all applicable legal requirements may result in termination of this Agreement pursuant to the Termination section, herein.

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UP agrees that all employment decisions will be made in compliance with the applicable federal and state laws, and in compliance with all of BPS’s Superintendent’s Circular(s) related to federal and state laws as shall exist and/or be amended from time to time by this or any other name known from time to time. Term of Agreement The term of this Agreement is the period from the date of execution of this Agreement through June 30, 2016. No later than six (6) months prior to the expiration of the term of this Agreement, or the expiration of UP’s charter, whichever occurs first, BPS, the Cafeteria and Food Service Union, and UP shall meet and make a good faith effort to discuss and plan for the continuation of this Agreement, and the continued operation of UP in accordance with the Application and the Renewal, with such modifications as to which all parties agree, the Boston School Committee approve, and the Massachusetts DESE grants. Indemnification It is expressly understood by and between the parties hereto that UP is a unit of the BPS only to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. The parties expressly acknowledge that UP is an entity independent of the BPS and that BPS shall not be liable for the acts or omissions of UP, the Board, its officers, agents or employees except to the extent consistent with the provisions of M.G.L. c. 71, §89 and regulations promulgated in connection therewith. Further, UP shall indemnify and hold harmless the BPS, its officers, agents or employees for all suits and claims against them or any of them directly resulting from any educational or employment action or decision, any intentional or negligent acts or omissions or wrong-doing of UP, the Board, its officers, agents or employees. Termination UP acknowledges that the Superintendent is responsible for the education of all BPS students. In the event the Superintendent determines in his/her professional judgment that UP is not serving the best interest of the students of the BPS, and/or that UP is not complying with the requirements of the Compliance with Law section, above, s/he shall have the right to invoke the complaint procedures set forth in 603 CMR 1.09 et seq., and/or present facts to the Commissioner of Education in connection with a request for review and investigation of UP. In addition, this Agreement terminates automatically in the event that the Commissioner of Education revokes the charter of UP for any reason. In the event that this Agreement is terminated, BPS agrees to reimburse UP for appropriate UP expenses that it incurred prior to such termination. Horace Mann School’s Rights of Appeal BPS acknowledges that UP has the right to file an appeal with the Massachusetts DESE, in accordance with the procedures set forth in 603 CMR 1.09 et seq., if UP determines in its professional judgment that the BPS is not complying with the requirements of this Agreement or the provisions of M.G.L. c. 71, §89. UP agrees that it shall not file any such appeal with the Massachusetts DESE without first giving BPS at least fourteen (14) days written notice of UP’s intent to file such an appeal and the grounds upon which any such appeal would be based. Notices All notices, requests, and other communications given to or made upon the parties hereto, except as otherwise specified herein, shall be in writing and shall be delivered or mailed, postage prepaid, to such party at: (A) In the case of the BPS: Superintendent Boston Public School Department 26 Court Street Boston, MA 02108 (B) In the case of UP:

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Chair of Board of Trustees UP Academy Charter School of Boston ADDRESS TBD (C) In the case of the Cafeteria and Food Service Union: XXX

Any party may, by written notice to the other party, designate another address. Any notice, request, or demand shall be deemed to have been given when it is actually received by the party to whom it is addressed. Counterparts This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all counterparts together shall constitute but one agreement. Severability If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement, which can be given effect without the invalid provisions or applications, and to this end the provisions of this Agreement are declared to be severable. Amendments This Agreement, or any part thereof, may be amended from time to time hereinafter only by writing executed by both the BPS, the Cafeteria and Food Service Union, and UP. IN WITNESS WHEREOF, the parties have executed this Agreement under seal. BOSTON PUBLIC SCHOOLS By: ______Date: ______Carol R. Johnson, Superintendent APPROVED AS TO FORM: By ______Corporation Counsel

By: ______Date: ______Name: TBD Chairperson of the Board of Trustees

By: ______Date: ______Name: TBD President of the Cafeteria and Food Service Union

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