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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

                                                                                                                                     i
                                                                    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


                                                                                                                                                                                               ii
                                                    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 ................................................................................................... 90
           (5) Additional Letters of Support for UP Academy ............................................................................................ 99
       F. RESUMES OF FOUNDING MEMBERS ............................................................................................................ 111
           (1) Lead Founder ..................................................................................................................................................... 111
           (2) Proposed Trustees ............................................................................................................................................. 112
           (3) Proposed School-Level Employees ................................................................................................................ 130
           (4) Other Founding Team Members .................................................................................................................... 134
       G. STATEMENT OF COMMITMENT FROM EACH FOUNDING MEMBER .......................................... 145
           (1) Lead Founder ..................................................................................................................................................... 145
           (2) Proposed Trustees ............................................................................................................................................. 146
           (3) Proposed School-Level Employees ................................................................................................................ 153
           (4) Other Founding Team Members .................................................................................................................... 155
       H. DRAFT MANAGEMENT CONTRACT ............................................................................................................. 159
       I. MEMORANDA OF UNDERSTANDING ......................................................................................................... 189
           (1) Type A between UP Academy‘s Board of Trustees and BPS .................................................................... 189
           (2) Type B between UP Academy‘s Board of Trustees, BPS, and bargaining units of the: 189
                  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




                                                                                                                                                                                  iii
                       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: sgiven@unlocking-potential.org


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




                                                                                                                  iv
               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 _________________________




                                                                                                               v
                                       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)).



                                                                                                                  vi
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)).




                                                                                                            vii
   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




                                                                                                              viii
    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




                                                                                                          ix
                                                        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.

                                                                                                                             x
    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.




                                                                                                                  xi
                                            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.




                                                                                                               xii
                         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.



                                                                                                                                                               2
           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/



                                                                                                                                                                 3
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).

                                                                                                                                                          4
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

                                                                                                                          5
     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.

                                                                                                                                                                    6
           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).



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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

32The 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.

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         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


 http://www.doe.mass.edu/frameworks/arts/1099.pdf
33

 We have modeled these PREP expectations on the PREP expectations developed and utilized at Excel Academy Charter School from 2005-08; as noted above,
34

we found these specific expectations to help students internalize positive, lifelong values.

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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)



                                                                                                                                                            12
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.

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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.


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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
          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.
Math
                         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.




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                       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.


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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.

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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.

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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.

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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.



                                                                                                                                                            20
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.

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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.

47Students 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.

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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/

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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.



                                                                                                                                                              25
            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

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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

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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)

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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.




                                                                                                                                           29
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

54See section V(A) – Draft Recruitment and Retention Plan describes these strategies in greater detail.
55BPS 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



                                                                                                                        32
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



                                                                                                                                                                        33
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 child-
       care 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.



                                                                                                                                                              34
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).

                                                                                                                                                              35
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.)
                                                                                                                                            37
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

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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.



                                                                                                                                      40
              created the need for adjustments in policy. When such new issues and questions arise, the Board will consider
              whether any current policies can be adjusted to meet the new condition. If there is no relevant policy already
              in existence, the Board will begin the process of creating new policy.
        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.

                                                                                                                                    41
        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

                                                                                                                                 42
        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

                                                                                                                          43
(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.

                                                                                                                                                  44
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.




                                                                                                                      45
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

                                                                                                                            46
        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.


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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.

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(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

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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
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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.



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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-to-
day 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.


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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.

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            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.

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(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%.

                                                                                                                           55
    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

                                                                                                                            56
                   profession at UP Academy, and include funding for additional compensation of $2,500 for each Mentor
                   Teacher, $5,000 for each Lead Teacher and $10,000 for each Senior Lead Teacher. Over Years 1 through
                   3, we have budgeted for a 6% increase in teacher salaries each year, to account for both a 4% cost of
                   living increase as well as an anticipated increase in the median experience level of our teaching staff. To
                   support the work of our teachers, we have also allocated $0.35M in FY12, $0.29M in FY13, and $0.19M
                   in FY14 for paraprofessionals. We plan to hire 3 Regular Education Associate Teachers each year, as well
                   as 7 Special Education Aides in FY12, 5 in FY13, and 2 in FY14. Their salary will be approximately
                   $35,000 (above the district average) starting in FY12, increasing by 4% per year. We have anticipated
                   spending $0.52M in FY12, $0.63M in FY13, and $0.66M in FY14 for the salaries of other professionals,
                   which include the Principal, three DCIs, and guidance personnel. We have assumed a salary of $110,000
                   for the Principal and $90,000 for each DCI. We have also assumed a salary of $70,000 of each guidance
                   staff member, which includes one guidance counselor, one high school placement manager, and,
                   beginning in FY13, graduate services staff. We have budgeted for a 6% yearly increase in these salaries.
                  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.

                                                                                                                                       57
                 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

                                                                                                                                58
            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.




                                                                                                                          59
 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



                                                                                                                                               60
            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).



                                                                                                                                                              62
(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.



                                                                                                                         63
(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.

                                                                                                                         64
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.




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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.

88Comparable 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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DRAFT – FOR DISCUSSION ONLY                                                                CONFIDENTIAL


                        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

                                                                                                                        67
DRAFT – FOR DISCUSSION ONLY                                                                CONFIDENTIAL


                         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.




                                                                                                                         68
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




                                                                                                                                                  69
                                                                                 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                                                      0           0         0           0         0           0
43 Purchased Management Services                                                             65,291                65,291                65,291
44 Other:Substitutes                                                                              0           0         0           0         0           0
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:                                                                                                     0                   0                     0
67   Other:                                                                                                     0                   0                     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:                                                                                                   0                     0                     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


                                                                                                                                                         70
71
DRAFT – FOR DISCUSSION ONLY                                                           CONFIDENTIAL


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


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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


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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

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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


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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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DRAFT – FOR DISCUSSION ONLY                                                             CONFIDENTIAL


        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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DRAFT – FOR DISCUSSION ONLY                                                   CONFIDENTIAL




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.




                                                                                                        83
                                                                                         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
                                                                         How-To Apply:
  High academic expectations
  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,
    (current Gavin Middle School building)                                                                              215 Dorchester St, South Boston, MA 02127
                                                                                                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

      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 school
                               with charter mission         designing course             about best practices in
                               which define the             offering and scope and       district
                               parameters of                sequence of all courses
                               curriculum and              Accountable for all
                               instructional practice       curriculum and
                               in the school                instructional
                                                            documents and
                                                            practices
Personnel Decisions           Sets policies in line       Responsible for staff        Consults with school
                               with charter mission         hiring plan, criteria,        on hiring profile for
                               which define the             and retention decisions       highly qualified
                               parameters of effective      outside of school             teachers
                               hiring plan                  leader                       In accordance with
                              Responsible for                                            MOU, informed of
                               selecting the school                                       major hiring decisions
                               leader                                                     including school leader
Budget Allocation             Sets policies in line       Responsible for              Consults with school
                               with charter mission         developing operational        on developing
                               which define the             and staffing budget           budgeting parameters
                               parameters of a viable
                               budget
                              Responsible for
                               approving final budget
Vendor Selections             Sets policies in line       Responsible for              Consults with school
                               with charter mission         selecting and                 on providing preferred
                               which define the             evaluating school             vendors
                               parameters of effective      vendors
                               vendor selection and
                               evaluation

(3) Roles and Responsibilities of UP Academy’s Leadership Team
Position              Organization          Functional Area      Specific Responsibility
                                                                 Develop and implement fundraising systems and
CEO                   Unlocking Potential   Fundraising
                                                                 procedures
                                                                 Manage individual, foundation, corporate, and
CEO                   Unlocking Potential   Fundraising
                                                                 governmental giving
                                                                 Participate in development of resource
CEO                   Unlocking Potential   Fundraising
                                                                 development strategies & goals
                                                                 Plan and execute cultivation and fundraising
CEO                   Unlocking Potential   Fundraising          events including open houses, special receptions,
                                                                 etc.
CEO                   Unlocking Potential   Fundraising          Pursue private grant opportunities


                                                                                                                     85
                                                            Assist with school‘s marketing and public relations
CEO                  Unlocking Potential   PR/Marketing
                                                            efforts
CEO                  Unlocking Potential   PR/Marketing     Build relationships with local media
CEO                  Unlocking Potential   PR/Marketing     Develop development newsletter
                                                            Schedule non-parent visits (donors, foundations,
CEO                  Unlocking Potential   PR/Marketing
                                                            etc.)
                                                            Provide ongoing coaching and support to UP
CEO                  Unlocking Potential   Program
                                                            Academy's Principal and Deans
                                           Regulatory
CEO                  Unlocking Potential                    Draft DOE-mandated annual report
                                           Compliance
Director of
                     Unlocking Potential   Administrative   Review and update enrollment policies annually
Operations
Director of
                     Unlocking Potential   Finance          Oversee all fiscal planning
Operations
Director of
                     Unlocking Potential   Finance          Oversee development of budget
Operations
Director of                                                 Participate in development of financial procedures
                     Unlocking Potential   Finance
Operations                                                  and protocol
Director of                                                 Participate in financial report development and
                     Unlocking Potential   Finance
Operations                                                  financial analysis
Director of
                     Unlocking Potential   Real estate      Manage all real estate-related financing
Operations
Director of
                     Unlocking Potential   Real estate      Plan for future facility needs
Operations
Director of                                Regulatory       Create and track progress against DOE
                     Unlocking Potential
Operations                                 Compliance       Accountability Plan
Director of Talent   Unlocking Potential   HR               Establish personnel policies
Director of Talent   Unlocking Potential   HR               Manage all HR paperwork
Director of Talent   Unlocking Potential   HR               Oversee all hiring
                                                            Oversee the process through which new hires are
Director of Talent   Unlocking Potential   HR/ Management
                                                            successfully onboarded
Director of Talent   Unlocking Potential   PR/Marketing     Develop and manage web site
DCIs                 UP Academy            HR/ Management   Manage teachers
                                                            Complete observations and evaluation process for
DCIs                 UP Academy            HR/Management
                                                            all teachers
                                                            Design and implement professional development
DCIs                 UP Academy            HR/Management
                                                            program
                                                            Review and provide feedback on teachers‘ lesson
DCIs                 UP Academy            HR/Management
                                                            plans and curricula
                                                            Support collaboration among teachers across
DCIs                 UP Academy            HR/Management
                                                            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 student
DCIs                 UP Academy            Program
                                                            concerns regarding academic issues
                                                            Ensure development of high quality scope and
DCIs                 UP Academy            Program
                                                            sequence
                                                            Help teachers develop and implement high quality,
                                                            class and school-wide assessments and monitor
DCIs                 UP Academy            Program
                                                            and guide the type, variety, and quality of student
                                                            assessments



                                                                                                             86
                                                   Lead assessment data analysis and ensure
DCIs                 UP Academy   Program          implementation of data driven instructional
                                                   strategies and decisions
                                                   Manage special education and ELL program and
DCIs                 UP Academy   Program
                                                   related paperwork
                                                   Monitor quality, quantity, and appropriateness of
DCIs                 UP Academy   Program
                                                   daily homework
                                                   Oversee timely and appropriate completion of all
DCIs                 UP Academy   Program
                                                   course descriptions and syllabi
                                                   Provide academic support to English Language
DCIs                 UP Academy   Program
                                                   Learners and Special Education students
                                                   Research, identify, and work with teachers on
DCIs                 UP Academy   Program          selecting meaningful professional 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 intervention
DCIs                 UP Academy   Program
                                                   plan for struggling students
                                                   Work with school staff on student preparation for
DCIs                 UP Academy   Program
                                                   the MCAS and TerraNova exams
                                                   Work with teachers to ensure that students master
DCIs                 UP Academy   Program          both basic skill development as well as higher-level
                                                   abstract material
                                                   Work with teachers to ensure that UP Academy‘s
DCIs                 UP Academy   Program          curriculum is aligned with Massachusetts
                                                   Curriculum Frameworks
Dean of Operations   UP Academy   Administrative   Assist with field trip planning
Dean of Operations   UP Academy   Administrative   Create and update staff operations manual
Dean of Operations   UP Academy   Administrative   Develop annual, academic calendar
                                                   Manage placement of individual students in
Dean of Operations   UP Academy   Administrative
                                                   classes, grades, cohorts
Dean of Operations   UP Academy   Administrative   Order major supplies
                                                   Oversee ordering of and administration of MCAS
Dean of Operations   UP Academy   Administrative
                                                   and TerraNova assessments
Dean of Operations   UP Academy   Administrative   Pick up and distribute bus passes
Dean of Operations   UP Academy   Administrative   Review and print report cards
Dean of Operations   UP Academy   Administrative   Manage SIS
Dean of Operations   UP Academy   Administrative   Manage vendors
Dean of Operations   UP Academy   Finance          Bookkeeping
Dean of Operations   UP Academy   Finance          Manage grant reconciliation
Dean of Operations   UP Academy   Finance          Oversee spending
                                                   Work with and prepare staff and students to be
Dean of Operations   UP Academy   Fundraising
                                                   involved in fundraising events
                                                   Work with school community to identify, cultivate
Dean of Operations   UP Academy   Fundraising
                                                   and solicit individual donor prospects
                                                   Provide guidance and input on compensation
Dean of Operations   UP Academy   HR
                                                   structure to Principal
                                                   Manage custodial staff, food services staff, and
Dean of Operations   UP Academy   HR/ Management
                                                   office managers.
                                                   Manage teacher coverage issues including sick
Dean of Operations   UP Academy   HR/Management
                                                   days, etc.
Dean of Operations   UP Academy   HR/Management    Send out daily e-mail logistical updates to staff
                                                   Support teachers on daily basis regarding all
Dean of Operations   UP Academy   HR/Management
                                                   operational issues
Dean of Operations   UP Academy   Program          Manage logistics related to six-week assessments
Dean of Operations   UP Academy   Program          Manage new student assessment process

                                                                                                    87
                                                   Manage report card process, including but not
Dean of Operations   UP Academy   Program
                                                   limited to data entry, printing, and distribution
Dean of Operations   UP Academy   Program          Manage Title I program
Dean of Operations   UP Academy   Program          Oversee lunch and breakfast programs
                                                   Walk through building at end of day or first thing
Dean of Operations   UP Academy   Program
                                                   in morning
Dean of Operations   UP Academy   Real estate      Maintain list of maintenance issues
Dean of Operations   UP Academy   Real estate      Manage cleaning & maintenance crew
                                  Regulatory       Oversee all DOE reporting (e.g. SIMS, staffing
Dean of Operations   UP Academy
                                  Compliance       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 disciplinary
Dean of Students     UP Academy   Program
                                                   issues that require Dean's involvement
                                                   Coordinate student supports as needed and serve
Dean of Students     UP Academy   Program          as liaison between school and certain, outside
                                                   agencies (e.g. truancy officer, DSS)
                                                   Design and implement annual post-acceptance
Dean of Students     UP Academy   Program
                                                   family orientation and information sessions
                                                   Develop and implement necessary policies and
Dean of Students     UP Academy   Program
                                                   procedures that ensure integrity of school culture
Dean of Students     UP Academy   Program          Facilitate parent involvement
                                                   Manage and coordinate merit, demerit, and report-
Dean of Students     UP Academy   Program
                                                   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 Group
Dean of Students     UP Academy   Program
                                                   meetings
Dean of Students     UP Academy   Program          Organize and facilitate orientations for students
                                                   Oversee family relations and family
Dean of Students     UP Academy   Program
                                                   communication systems
Dean of Students     UP Academy   Program          Process students who have been sent out of class
                                                   Serve as administrative point person on discipline-
Dean of Students     UP Academy   Program
                                                   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 school's
Dean of Students     UP Academy   Program
                                                   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 student
Dean of Students     UP Academy   Program
                                                   culture
Manager of HS
                     UP Academy   Program          Build relationships with college prep high schools
Placement
Manager of HS
                     UP Academy   Program          Connect students to summer opportunities
Placement
Manager of HS
                     UP Academy   Program          Educate families about HS placement process
Placement
Manager of HS                                      Manage all HS application paperwork and
                     UP Academy   Program
Placement                                          deadlines


                                                                                                    88
Manager of HS
                  UP Academy   Program          Manage testing related to HS placement
Placement
Manager of HS                                   Organize trips to colleges and college-prep high
                  UP Academy   Program
Placement                                       schools
Manager of HS
                  UP Academy   Program          Spearhead 8th grade commencement planning
Placement
Manager of HS                                   Work with students to navigate HS placement
                  UP Academy   Program
Placement                                       process
Office Managers   UP Academy   Administrative   Answer phones
Office Managers   UP Academy   Administrative   Assist in administrative prep for board meetings
Office Managers   UP Academy   Administrative   Coordinate catering for meetings and events
                                                Create and disseminate detention and homework
Office Managers   UP Academy   Administrative
                                                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 and
Office Managers   UP Academy   Administrative
                                                HMWK Club
Office Managers   UP Academy   Administrative   Handle maintenance calls for copier
Office Managers   UP Academy   Administrative   Maintain new student waiting list and 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
Office Managers   UP Academy   Administrative   Order and keep track of basic school supplies
Office Managers   UP Academy   Administrative   Organize enrollment lottery
                                                Oversee building aesthetics related to common
Office Managers   UP Academy   Administrative
                                                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 student
Office Managers   UP Academy   Administrative
                                                enrollment records
Office Managers   UP Academy   Program          Enter detention, HMWK Club, PREP Report info
                                                Schedule and facilitate student recruitment
Principal         UP Academy   Administrative
                                                information sessions
Principal         UP Academy   Governance       Manage board relations and report to the 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 any
Principal         UP Academy   HR/ Management
                                                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 across
Principal         UP Academy   HR/Management
                                                grade levels
                                                Work with Director of Talent to sign-off and
Principal         UP Academy   HR/Management
                                                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


                                                                                                   89
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 (community
Principal            UP Academy            PR/Marketing
                                                                officials, funders)
                                                                Collect, analyze, share, and interpret internal and
                                                                external school assessment results and ensure data
Principal            UP Academy            Program
                                                                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
Principal            UP Academy            Program              Manage six-week assessment data analysis process.
Principal            UP Academy            Program              Manage student recruitment efforts
Principal            UP Academy            Program              Monitor quality of program
                                                                Oversee all programmatic policy development (e.g.
Principal            UP Academy            Program
                                                                Code of Conduct, procedures, etc.)
                                                                Oversee logistics related to school‘s assessment
Principal            UP Academy            Program              system including MCAS, 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 reach
Principal            UP Academy            Program
                                                                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 the
Principal            UP Academy            Program              code of conduct by having a strong, public
                                                                presence throughout the school day
                                           Regulatory
Principal            UP Academy                                 Oversee all DOE site visits
                                           Compliance
                                           Regulatory
Principal            UP Academy                                 Oversee Comprehensive Program Review process
                                           Compliance
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.

                                                                                                                90
Site Plan




            91
Sub-Basement




               92
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(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




                                                                                                                 99
                                                                                                     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 $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.


                                                                                                                     100
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




                                                                                                         101
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




                                                                                                              102
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
Boston Prep Charter Public School

                                                                                                           103
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,



Thomas Steele
Patrick F. Gavin Middle School Parent

                                                                                                              104
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




                                                                                                           105
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.

Sincerely,



                                                                                                                  106
Marissa Guzmán




                 107
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,


Eric Greene
Boston Public Schools Parent


                                                                                                           108
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




                                                                                                             109
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: sgiven@unlocking-potential.org
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
    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


                                                                                                                     111
       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
hkdaniels@comcast.net

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 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.


                                                                                                                  112
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
                                th
Facilitated the learning of 7-11 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

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



                                                                                                                   113
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




                                                                                       114
                                10 RIVER RD COHASSET, MA
           PHONE 781-383-8377 • E-MAIL MARTHA.MCCONNAUGHEY@COMCAST.NET




           ROBERT KENDALL MCCONNAUGHEY
WORK EXPERIENCE

                    March 2002- Today             Columbia Management Group            Boston, MA
                    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, CT
                    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, NY
                    Managing Director
                     Portfolio Manager and founding Managing Director of Prudential Real Estate

                      Securities Investors (PRESI)

                    Sept. 1993- Oct. 1997 Fidelity Management & Research                       Boston, MA
                    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, NH
                    B.A. in History


PERSONAL

                       Married with three children
                       Chair of the State of Massachusetts Finance Advisory Board

                                                                                                     115
   Chairman of Advisory Council for Trust for Public Land-Massachusetts




                                                                           116
                                            HOWARD SCOTT MCCUE
                                               54 Longfellow Road
                                              Needham, MA 02494
                                         E-mail: mccue@post.harvard.edu

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
       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.

                                                                                                                  117
            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.




                                                                                                            118
                                            EDWARD “TED” PRESTON
                                9 Orient Street, Winchester, MA 01890 / (781) 369-4369
                                                 tedpreston@yahoo.com
                                                          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
 Organized team to focus on receivables collection that improved cash flow by 15%


                                                                                                                                    119
 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
- 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.

                                                                                                                                     120
                                            JESSE SOLOMON
                                             798 Centre Street #2
                                          Jamaica Plain, MA 02130
                                      617-548-2335 • JSolomon@bpe.org

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



                                                                                                         121
                                     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.




                                                                                                               122
“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.




                                                                                                            123
                                       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.


                                                                                                                   124
“Impossible Graphs.” Paper presented at the Annual Meeting of the North American Chapter of PME, Columbus,
    OH, 1995.
                                       BARBARA FORREST SULLIVAN
                                                (857) 277-4141
                                           sullivanbf@yahoo.com
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
                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


                                                                                                                           125
 Coordinated large state review of the district
 Initiated formal strategic planning process for all operations departments
 Assisted in roll out of PeopleSoft upgrade




                                                                               126
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

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




                                                                                                                 127
                                            Yutaka Tamura
                                        113 East 18th Street, Apt #3
                                           New York, NY 10003
                                    617-877-5091, ytamura@teacheru.org
                                                 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
New York, NY
 Served on founding team of Homeroom.com, start-up division of The Princeton Review that prepares
    students for state-mandated exams.

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    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
                                       jamesrossmorrison@gmail.com


                         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 instruction

                                       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
                                       + 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
  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.


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  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
   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.


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Other Skills
  Conversationally fluent in Spanish.




                                         133
(4) Other Founding Team Members

                                        Stacey Childress
                                   910 Lenora Street, #1405
                                      Seattle, WA 09121
                             stacey.childress@gatesfoundation.org


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

Datar, Srikant, Stacey Childress, et al. “Pratham - Every Child in School and Learning Well,”
Harvard Business School Case, January, 2010.


                                                                                                 135
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.

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


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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.

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



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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 • nicoleadorn@gmail.com
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.
                                                                                                                                               139
 Hobbies include running, reading, sports and traveling. Have traveled to 15 countries.




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                                         TERESA FERRAGUTO RITA
                                   teresaferraguto@gmail.com * (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
Career Days Coordinator

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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.


                                                                                                              143
               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.


                                                                                                                144
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




                                                                                                         145
(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.

   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,



   Karen Daniels




                                                                                                          146
      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




                                                                                                      147
      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.

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 McCue




                                                                                                      148
      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




                                                                                                      149
      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.

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,



Jesse Solomon




                                                                                                      150
      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.

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,



Barbara Sullivan




                                                                                                      151
      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.

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,



Yutaka Tamura




                                                                                                      152
(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.

   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,



   Jamie Morrison




                                                                                                         153
      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.

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,



Jesse Robinson




                                                                                                      154
(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.

   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,



   Stacey Childress




                                                                                                         155
      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 Unlocking Potential Inc.‟s full-time Director of Operations.

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,



Nicole Dorn




                                                                                                      156
      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 Unlocking Potential, Inc.‟s full-time Director of Talent.

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




                                                                                                      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 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.

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,



Jordan Meranus




                                                                                                      158
H. DRAFT MANAGEMENT CONTRACT
The draft school management organization contract between UP Academy and Unlocking Potential starts on
the following page.




                                                                                                    159
                   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.

                                                                                                           160
DRAFT – FOR DISCUSSION ONLY                                                          CONFIDENTIAL



        ―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.

                                                                                                               161
DRAFT – FOR DISCUSSION ONLY                                                        CONFIDENTIAL



      ―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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the annual UP Academy budget approved by the Board of Trustees.

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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jointly develop a projected budget for the next fiscal year, which the Principal will submit to UP Academy‘s
Finance Committee for review and approval by the Board of Trustees. Once the annual budget is approved,
the Principal or Dean of Operations shall deliver it to the Chief Financial Officer of BPS, as stipulated in the
Memorandum of Understanding.

         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;

      (c) providing counsel as to evaluation and discipline of personnel;

      (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.

      (c) monthly reconciliation of bank statements;

      (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.

      (c) If Unlocking Potential fails to meet its obligation to raise the dollar amount of private funds to

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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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undertakes the defense of a Third Party Claim, then the Indemnifying Party shall be deemed to accept that
it has an indemnification obligation under this Article 9 with respect to such Third Party Claim, unless it
shall in writing reserve the right to contest its obligation to provide indemnity with respect to such Third
Party Claim. So long as the Indemnifying Party is defending any such Third Party Claim actively and in
good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to
the Indemnifying Party or its representatives all records and other materials required by them and in the
possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its
representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such
defense.

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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the State revokes the Charter Contract between the Authorizer and UP Academy pursuant to State
statute; or

subject to Section 5.7, the enactment or repeal of any federal, State or local law, the promulgation or
withdrawal of any regulation, or the issuance of any court or administrative decision or order (any such
enactment, repeal, promulgation, withdrawal, or issuance being an ―Action‖), where the substance or
consequence of such Action is that this Agreement, the operation of UP Academy in conformity with this
Agreement, or UP Academy‘s Charter Contract with the Authorizer materially violates UP Academy‘s, the
Authorizer‘s or the State‘s responsibilities, duties or obligations under the federal or State constitutions,
statutes, laws, rules or regulations, or materially violates any contract or agreement to which UP Academy was
a party on the Effective Date.

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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under this Agreement;

the Authorizer revokes its Charter Contract with UP Academy;

subject to Section 5.7, the State revokes the Charter Contract between the Authorizer and UP Academy
pursuant to State statute; or

an Action, where the substance or consequence of such Action is that this Agreement, the operation of UP
Academy in conformity with this Agreement, or UP Academy‘s Charter Contract with the Authorizer
materially violates UP Academy‘s, the Authorizer‘s or the State‘s responsibilities, duties or obligations under
the federal or State constitutions, statutes, laws, rules or regulations, or materially violates any contract or
agreement to which Unlocking Potential was a party on the Effective Date.

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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may permit the filing of briefs upon request of either Party. The arbitrators shall issue a written opinion
concerning the Dispute, together with their award, within 30 days following the close of the hearing.

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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confirmation of an arbitral award, to seek to enforce such award in any appropriate state or federal court.
Nothing herein shall limit the right of either Party to seek redress with respect to any Dispute not subject to
the foregoing arbitration provision (including any Dispute within the foregoing arbitration provision but
found not to be subject to arbitration for any reason) in any state or federal court.

          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)




                                                                                                      189
        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


                                                                                                             191
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


                                                                                                                  192
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


                                                                                                                    193
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.


                                                                                                                194
         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:


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 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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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 1 st 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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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

        (C)      In the case of BTU:
                 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.


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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.




                                                                                                                                                        208
                                           UP Teacher Evaluation



Teacher Name: __________________________                           Annual Evaluation   Follow-Up Evaluation




                                                                                                              209
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.




                                                                                                                                                                                     210
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.




                                                                                                                                                                                        211
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.




                                                                                                                                                                                   212
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.




                                                                                                                                                                                        213
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.




                                                                                                                                                                                     214
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.




                                                                                                                                                                                      215
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




                                                                                                                                                                                  216
Overall Strengths and Weaknesses:




                                    217
                                 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



                                                                                                                                    218
Goals and/or Performance Improvement Plan:




                                             219
                                  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:


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 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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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

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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

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




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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




                                                                                                           226
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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:


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 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


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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

        (C)      In the case of the Guild:
                 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

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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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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 – 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.

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 Union, and UP shall meet and make a good faith effort to


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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

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 American Federation of State,
County and Municipal Employees, AFL-CIO, Council 93 and Affiliate Local 230 of the Boston School
System (the ―Cafeteria and Food Service Union‖). In consideration of the mutual covenants contained herein,
UP, the Cafeteria and Food Service 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 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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DRAFT – FOR DISCUSSION ONLY                                                       CONFIDENTIAL


                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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