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interests of Woodland School with regards to Woodland School policy and procedurein exercising control over the Covered Employees. HR Charter Consulting, LLC shallmake certain that all appropriate guidelines concerning HR Charter Consulting, LLC'soversight of Covered Employees is followed by said School Administrator and that itsSchool Administrator shall comply with all HR Charter Consulting, LLC directivesdealing with its responsibilities herein above set forth.n. Non-Compete or Non-Solicitation Agreements. HR Charter Consulting, LLC isprohibited under this Agreement from executing contracts with its staff assigned tothe Academy (including by way of example and not limitation, teachers,administrators, counselors, and the like) that contain non-compete and/or nonsolicitation agreements of any nature.2.HR Charter Consulting. LLC Requirements.a) Compliance with Applicable Criteria. HR Charter Consulting, LLC assumes soleresponsibility for assuring that all services set forth in Paragraph 1 provided by HRCharter Consulting, LLC are provided in compliance with and conform to (i) allapplicable federal, state and local government laws, rules and regulations, including,but not limited to all civil rights laws, Bullard-Plawecki Employee Right to Know Act,Whistleblower's Protection Act, Fair Labor Standards Act, and Fair Credit ReportingAct;(ii) all pertinent policies of those accrediting agencies from which WoodlandSchool has secured or is seeking accreditation, including but not limited to SaginawValley State University and the Michigan Department of Education; and (iii) all otherapplicable written policies of Woodland School as communicated to HR CharterConsulting, LLC through the School Administrator, the Board, or Board minutes. HRCharter Consulting, LLC shall promptly provide to Woodland School, within twentyfour hours of receipt, all notices, reports or correspondence from individuals orgovernmental agencies that assert claims, deficiencies or charges against WoodlandSchool or HR Charter Consulting, LLC that otherwise threaten the suspension,revocation, or any other action adverse to any approval, authorization, certificate,determination, finances, license or permit required or necessary to own or operateWoodland School, including any actions taken under the Contract.b) Employment Laws. HR Charter Consulting, LLC shall comply with all applicablefederal, state and local employment laws. HR Charter Consulting, LLC shall complywith the Fair Labor Standards Act and control all overtime.c) Records. HR Charter Consulting, LLC shall maintain actual time records and verifythe accuracy of all wage hour information provided to HR Charter Consulting, LLC atthe end of each pay period. HR Charter Consulting, LLC shall verify the accuracy ofall wage and salary reports which shall be supplied to Woodland School by HRCharter Consulting, LLC at the end of each pay period. Woodland School shall notpay any wages, salaries or other compensation, including employee benefits, toCovered Employees subject to Section lb above.d) Performance Evaluation System. HR Charter Consulting, LLC agrees that it willadopt, implement, and maintain a performance evaluation system for all requiredpersonnel as required by applicable law.4

3.Woodland School Requirements. Woodland School shall provide the following:a) Personnel Requirements. Advise HR Charter Consulting, LLC who, through theSchool Administrator, shall provide the teachers, instructors, and support staffrequired by Woodland School, consistent with its approved budget, to perform itsmission.b) Insurance. Maintain casualty and premises liability insurance on all school buildingsand premises and to maintain professional liability insurance pertaining to the staffthat could result in a claim against Woodland School and name HR CharterConsulting, LLC as an additional insured. HR Charter Consulting, LLC shall haveinput into the professional liability coverage.c) Financial Reports. The financial manager of Woodland School shall prepare annualbudgets and periodic financial reports as required by Saginaw Valley State University,the Michigan Revised School Code (“Code”), and/or statute or as desired by theBoard.d) Employee Benefits. Woodland School shall provide to HR Charter Consulting, LLC awritten statement with regards to all policies concerning employee benefits, if any.These policies shall comply with all federal, state and local governmental laws andregulations.e) Safety Requirements. Woodland School and HR Charter Consulting, LLC shallcomply with all safety, health and work laws, regulations and rules at the expense ofthe Academy. Woodland School and HR Charter Consulting, LLC shall also complywith all safe work practices and use of protective equipment required by federal, stateor local law. All accidents involving employees shall be reported immediately to HRCharter Consulting, LLC by the School Administrator. Woodland School shallcooperate with HR Charter Consulting, LLC's Worker's Compensation carrier andliability insurance carrier who shall have the right to inspect Woodland School'sproperty. The Woodland School is responsible for payment of all required safetyequipment, PPE or required workplace safety requirements under MIOSHA includingand not limited to COVID 19.f) Confidential Information. Woodland School shall be solely responsible for institutingand maintaining safeguards and procedures for personnel handling confidentialinformation, money or other valuables. HR Charter Consulting, LLC may requirebonding of such individuals. Woodland School shall give HR Charter Consulting, LLCwritten notice of such individuals. It shall be the sole responsibility of WoodlandSchool to protect such valuables.g) Discipline. Layoff. or Termination of Employees. Woodland School agrees to complywith all HR Charter Consulting, LLC personnel directives, both general and specific,regarding the discipline, layoff, or termination of Covered Employees. WoodlandSchool further agrees to immediately notify HR Charter Consulting, LLC of anymaterial change in the current business operations of Woodland School.h) Personnel Issues. In the event Woodland School becomes dissatisfied with theperformance of any individual HR Charter Consulting, LLC employee assigned toWoodland School, HR Charter Consulting, LLC shall be notified, in writing, settingforth the nature of the dissatisfaction, the proposed remedial action, and any specificaction requested.5

i)Applicant/Employee Background Checks. HR Charter Consulting, LLC, or itsdesignated subcontractor shall be responsible for performing all pre-employment,and any employment related background, license and eligibility review and otherscreening and investigation required by federal, state or local law, including the Code,of all Covered Employees. The results of the screening and investigation will bereported to HR Charter Consulting, LLC which will notify the Board or his/her designeeshould there be any action proposed or necessitated by the Board according toapplicable statute or if there is a conviction that could result in an issue, including apublic relations issue, within the Woodland School community should the informationbecome public. All costs or fees incurred by HR Charter Consulting, LLC inconnection with the screening and investigation shall be billed to and paid byWoodland School. The results of the screening and investigation of pre-employmentrecords must be made available for review by the Saginaw Valley State UniversitySchool/University Partnership Office. It is understood that HR Charter Consulting,LLC may choose to assign the applicant and employee background checks to anemployee(s) of HR Charter Consulting, LLC assigned and located at WoodlandSchool.4.Term of Agreement. This Agreement shall commence on July 1, 2021 and continue for aperiod of (36) thirty-six months, through June 30, 2024. If the Woodland School and/or HRCharter Consulting, LLC becomes obligated for MPSERS or an unexpected fee or tax isinstituted, (e.g. State service tax fee) either party may immediately invoke the 90 day terminationnotice provision at any time during the contract. Termination of this Agreement shall not affectthe continuation of the obligations of either party incurred during the term of the Agreement. Theparties acknowledge that as part of any contract reauthorization with Saginaw Valley StateUniversity, Saginaw Valley State University may require Woodland School and HR CharterConsulting, LLC to submit an entirely new Agreement for review by Saginaw Valley StateUniversity. The term of this Agreement shall not exceed the length of the Contract. If theAuthorizer decides to exercise its prerogative under MCLA 380.507(7) and/or the Contract toreconstitute the Academy by requiring termination or amendment of the Agreement, the partiesagree that such termination or amendment shall be accomplished as required by the Authorizer,that there shall be no cost or penalty to the Academy, and that there is no recourse to theAuthorizer or any third party affiliated with or engaged by the Authorizer, by HR CharterConsulting, LLC or any subcontracted person or entity of HR Charter Consulting, LLC.5.Fees. Woodland School shall pay HR Charter Consulting, LLC the following fees for theservices rendered under this Agreement:a) Service Fee. A Service Fee shall be charged to Woodland School equal to the totalgross pay of all Covered HR Charter Consulting, LLC employees assigned toWoodland School plus 52.50 flat fee per person per payroll (the “Service Fee”) over24 pay periods per year. The Service Fee is calculated without regard to individuallimitations on wages for purposes of determining the amount of unemployment taxes.The Service Fee shall be billed once per pay period and due upon receipt with saidbilling including an itemized, detailed breakdown of all costs, fees and expense (i.e.salary and payroll; FUTA; SUTA; Workers Compensation; FICA, a breakdown of6

fringe benefits, by benefit; etc.). The Service Fee shall be adjusted upon the effectivedate of any increase or decrease in employee wage rates.b) Payroll Costs. Payroll costs will be charged, in addition to the service fee, equal toGross Payroll and associated payroll costs including FICA, FUTA, SUTA, WorkersCompensation and any additional taxes passed by the State and/or Federalgovernment during the term of this Agreement. All benefits provided per 1.) d. and e.will be billed to Woodland School on a pay period basis. HR Charter Consulting, LLCwill provide written notice within 5 business days of receiving notice of an increase toany of the costs other than the service fee costs and include said increase as of theeffective date of the increase; however, this provision shall not apply to a change inpayroll costs which may vary because of a change in hours worked by employees.Woodland School, at its election, may respond to the written notice of cost increaseby issuing notice to cancel effective 90 days after the date of cost increase.6.Additional Costs. Fees and Expenses. Woodland School shall pay all additional costs orexpenses incurred by HR Charter Consulting, LLC that are incidental to the performance of thisAgreement and that have prior approval of the Board. These additional costs, fees or expensesmay include, but are not limited to, employee replacement costs, applicant/employeebackground checks, hiring temporary personnel, substitute teachers, fidelity bonding, andWoodland School approved training programs.7.Payment of Costs. Fees and Expenses. Woodland School shall execute a ACH transferto HR Charter Consulting, LLC at least 48 hours prior to each payroll date; from the designatedWoodland School account in an amount equal to the Service Fee, Payroll costs described inParagraph 5 and Costs, Fees and Expenses described in Paragraph 6 of this Agreement, uponreceipt of a detailed billing. If there is any disputed amount to an invoice, the non-disputedamount shall be ratified. If there is a disputed amount, whether ratified by the Board or not, theparties shall meet within fourteen (14) days to discuss and attempt to resolve the disputedamount prior to submitting the matter to arbitration as addressed in Paragraph 11. Any errors inpayment of costs, fees and expenses will be promptly corrected with the parties acting in goodfaith and with reasonable efforts.8.Insurance: The Academy's insurance policies will be in compliance with the M.U.S.I.C.requirements and in accordance with the limits required by Saginaw Valley State University. TheAcademy will be the first named insured and Saginaw Valley State University and HR CharterConsulting, LLC will also be named as an additional insured.a) Vehicle Insurance. If Woodland School provides any transportation services for staffor students, Woodland School shall provide liability insurance for any employee ofHR Charter Consulting, LLC driving any vehicle during the time of day or work yearheishe is assigned to Woodland School by HR Charter Consulting, LLC. The policyshall insure against bodily injury and property damage with a minimum combinedsingle limit (CSL) of 1,000,000. Woodland School shall also provide personal injuryprotection coverage of 1,000,000. Woodland School shall name HR CharterConsulting, LLC as an additional insured on these policies with thirty (30) days’ noticeof cancellation or material change in such policies.7

b) General Liability Insurance. Woodland School shall maintain a comprehensivegeneral liability insurance policy in the amount of 1,000,000 (CSL) insuringWoodland School against bodily injury and property damage liability caused byWoodland School's premises operations or activities conducted off premises relatedto operation of Woodland School. The policy shall include blanket contractual liabilityand personal injury coverage. Woodland School shall name HR Charter Consulting,LLC as an additional insured on this policy with thirty (30) days written notice ofcancellation or material change.c) Professional Liability Insurance. Woodland School shall provide professional liabilityinsurance, including sexual abuse coverage, in the amount of 1,000,000 naming HRCharter Consulting, LLC as an additional insured. Woodland School shall maintain aWorker's Compensation policy with an "if only" provision.d) HR Charter Consulting. LLC - M.U.S.I.C. Insurance Coverage. Woodland Schoolshall ensure that, at all times during the term of this Agreement, HR CharterConsulting, LLC maintains comprehensive general liability and umbrella insurancecoverage at levels satisfactory to the Saginaw Valley State University President (seeArticle 13 of the Contract). The insurance coverage required of HR CharterConsulting, LLC shall not be in lieu of the insurance coverage requirementsapplicable to Woodland School. Any policy of insurance maintained by HR CharterConsulting, LLC must include coverage for sexual molestation or abuse, must nameSaginaw Valley State University as an additional, named insured, and shall not bechanged, revoked or modified absent thirty (30) days’ notice to the Saginaw ValleyState University President. HR Charter Consulting, LLC also agrees that, in the eventthe Saginaw Valley State University President modifies the level, type, scope or otheraspects of such coverage, then HR Charter Consulting, LLC shall undertake like andsimilar modifications within 30 days of being notified of such change.9.Termination of Agreement.a) This Agreement shall terminate and HR Charter Consulting, LLC shall be relieved ofall responsibility under this Agreement as of the ending date of the last payroll periodimmediately preceding any of the following events:i) Woodland School files for bankruptcy or becomes insolvent;ii) The facility where employees are engaged in work for Woodland School isclosed;iii) Woodland School requests a layoff of 25% of the workforce;iv) Woodland School and its successors arid assigns discontinue operation;v) Woodland School meets the definition of a financially distressed business asset forth in the Worker Assistance and Retraining Notification Act.vi) Woodland School's Contract with Saginaw Valley State University isdiscontinued or not renewed.vii) Any other reason set forth in this Agreement, including as identified inParagraph 4 of this Agreement, that constitutes a default under the Agreementor allows HR Charter Consulting, LLC to terminate this Agreement.8

b)c)d)e)10.viii) Failure of Woodland School to timely make payment(s) required by thisAgreement or reduces the amount invoiced by more than 5,000.00 of thecontested invoice.Woodland School may terminate this Agreement prior to the end of the term specifiedin Paragraph 4 or in the event that HR Charter Consulting, LLC shall fail to remedy amaterial breach within 60 days after notice from the Board, provided however that ifthe nature of the breach is such that the cure cannot be reasonably accomplishedwithin 60 days, then the cure period should be extended so long as HR CharterConsulting, LLC proceeds to cure with reasonable dispatch. Material breach includes,but is not limited to: (1) HR Charter Consulting, LLC's failure to account for itsexpenditures or to pay it obligations as specifically noted in this agreement (providedfunds are available to do so), (2) failure of HR Charter Consulting, LLC to followpolicies, procedures, rules, regulations or curriculum duly adopted by the Board andcommunicated to HR Charter Consulting, LLC, provided that such policies,procedures, rules, regulations or curriculum are not inconsistent with the Contract, asamended, this Agreement. or in violation of applicable law, (3) receipt by the Boardof unsatisfactory reports from HR Charter Consulting, LLC or from an educationalconsultant retained by the Board about matters concerning HR Charter Consulting,LLC's performance or the performance of the staff which are not reasonably correctedor explained; or (4) HR Charter Consulting, LLC's failure to abide by all applicablelaws in its administration of this Agreement.In the event Woodland School terminates this Agreement pursuant to this Paragraph,Woodland School shall pay all charges due under this Agreement through the lastdate of services provided by HR Charter Consulting, LLC.Upon termination, HR Charter Consulting, LLC shall, without charge (i) close thebooks on the then-current fiscal quarter; (ii) organize and prepare the Academy’srecords for transition to the new ESP; (iii) organize and prepare student records fortransition to the new ESP; and (iv) provide for the orderly transition of employeecompensation and benefits to the new ESP without disruption to staffing.Upon termination, the parties may agree that HR Charter Consulting, LLC provideadditional transition services for a specified period of time to transition to a new ESP.If agreed to, the parties will determine the fee to be paid to HR Charter Consulting,LLC for such services.Indemnification.a) HR Charter Consulting. LLC. HR Charter Consulting, LLC shall indemnify and holdWoodland School, including its officers, directors, and agents, harmless from any andall claims, including employment related claims by HR Charter Consulting, LLCemployees or applicants, administrative determinations, judgments, damages,reimbursements, back pay, penalties, fines, costs or loss, demands, suits, includingreasonable attorney's fees or other forms of liability that may arise out of, or by reasonof, any noncompliance with any agreements, covenants, warranties, or undertakingsof HR Charter Consulting, LLC contained in or made pursuant to this Agreement andany misrepresentation or breach of representations and warranties of HR CharterConsulting, LLC contained in or made pursuant to this Agreement or for wrongful or9

negligent acts. This indemnification shall include any failure on the part of HR CharterConsulting, LLC that results in violations of federal, state and local laws andregulations. HR Charter Consulting, LLC shall not be responsible to indemnifyWoodland School for the acts or omissions of an unlicensed individual that occurwhen that individual is not under the supervision of a Covered Employee. Theindemnification requirements of this paragraph may be met by the purchase ofinsurance in a form and amounts acceptable to Woodland School and shall be notless than 1,000,000 per occurrence.b) Woodland School. Woodland School shall indemnify and hold HR Charter Consulting,LLC, including its officers, directors and agents harmless from any and all claims,including employment related claims by Woodland School employees or applicantsfor employment as a Woodland School employee, administrative determinations,judgments, damages, reimbursements, back pay, penalties, fines, costs or loss,demands, suits, including reasonable attorney's fees or other forms of liability thatmay arise out of, or by reason of, any noncompliance with any agreements,covenants, warranties, or undertakings of Woodland School contained in or madepursuant to this Agreement and any m

f) Payroll Taxes. HR Charter Consulting, LLC shall report and pay all applicable federal, state and local employee and employer payroll taxes from HR Charter Consulting, LLC's own accounts. HR Charter Consulting, LLC will act as the W-2 employer for record keeping purposes. g) Payroll Records. HR Charter Consulting, LLC shall maintain and .