{"id":42539,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-development-agreement-edison-schools-inc-and-ksixteen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-development-agreement-edison-schools-inc-and-ksixteen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-development-agreement-edison-schools-inc-and-ksixteen.html","title":{"rendered":"Master Development Agreement &#8211; Edison Schools Inc. and KSixteen LLC"},"content":{"rendered":"<pre>                          MASTER DEVELOPMENT AGREEMENT\n\n\n                                     between\n\n\n            EDISON SCHOOLS INC., as Agent for Certain Charter Holders\n\n                                       and\n\n\n                                  KSIXTEEN LLC,\n                                  as Developer\n   2\n                                TABLE OF CONTENTS\n\n\n                                                                            Page\n\nARTICLE 1 - DEFINED TERMS...............................................      1\n                                                                             \n                                                                             \nARTICLE 2 - APPOINTMENT AND TERM........................................      4\n                                                                             \n   2.1      Appointment.................................................      4\n   2.2      Term........................................................      5\n                                                                             \nARTICLE 3 - RELATIONSHIP................................................      5\n                                                                             \n                                                                             \nARTICLE 4 - DEVELOPMENT PROCESS.........................................      5\n                                                                             \n   4.1      Preparation and Approval of Development Proposals...........      5\n   4.2      Development of a Project....................................      7\n   4.3      Construction of a Project...................................      9\n   4.4      Additional Services.........................................     14\n   4.5      Additional Obligations......................................     14\n   4.6      Employees...................................................     15\n   4.7      Emergencies.................................................     15\n   4.8      Lender and Legal Compliance.................................     15\n   4.9      Project Information.........................................     16\n   4.10     Edison and Charter Holder Information.......................     16\n                                                                             \nARTICLE 5 - DEVELOPER'S AUTHORITY.......................................     16\n                                                                             \n                                                                             \nARTICLE 6 - INSURANCE AND INDEMNIFICATION...............................     16\n                                                                             \n   6.1      Property Coverage...........................................     16\n   6.2      Loss of Use of Property.....................................     17\n   6.3      Liability Coverages.........................................     18\n   6.4      Fidelity Insurance..........................................     19\n   6.5      General Insurance Requirements..............................     19\n   6.6      Liability of Developer......................................     20\n   6.7      Waiver of Subrogation.......................................     20\n   6.8      Indemnification.............................................     21\n                                                                             \nARTICLE 7 - EDISON'S RIGHT TO INSPECT...................................     21\n                                                                             \n                                                                             \nARTICLE 8 - TERMINATION.................................................     21\n                                                                             \n   8.1      Termination.................................................     21\n   8.2      Other Remedies..............................................     23\n                                                                             \nARTICLE 9 - COOPERATION.................................................     23\n                                                                             \n                                                                             \nARTICLE 10 - DELAYS.....................................................     23\n\n\n                                      -i-\n   3\n                                                                             \nARTICLE 11 - CONSENT; APPROVAL..........................................     24\n                                                                             \n                                                                             \nARTICLE 12 - NOTICES....................................................     24\n                                                                             \n                                                                             \nARTICLE 13 - COMPENSATION...............................................     25\n                                                                             \n   13.1     Development Fee.............................................     25\n   13.2     Construction Management Fee.................................     26\n   13.3     Reimbursable Expenses.......................................     26\n   13.4     Fee for Additional Services.................................     26\n                                                                             \nARTICLE 14 - ASSIGNABILITY..............................................     26\n                                                                             \n                                                                             \nARTICLE 15 - MISCELLANEOUS..............................................     27\n                                                                             \n   15.1     Entire Agreement............................................     27\n   15.2     Bind and Inure..............................................     27\n   15.3     Amendment...................................................     27\n   15.4     Governing Law; Waiver of Jury Trial.........................     27\n   15.5     Headings....................................................     27\n   15.6     No Waiver...................................................     27\n   15.7     Counterparts................................................     27\n   15.8     Other Interests.............................................     27\n   15.9     Non-Recourse................................................     27\n   15.10    Confidentiality.............................................     28\n   15.11    Exhibits....................................................     28\n\n\n                                      -ii-\n   4\n                          MASTER DEVELOPMENT AGREEMENT\n\n\n         This Agreement is entered into as of __________, 2000 by and between\nEdison Schools Inc., a Delaware Corporation as operator of certain charter\nschools for and on behalf of the respective Charter Holders (as hereinafter\ndefined) (\"Edison\"), and Ksixteen LLC, a Delaware limited liability company\n(\"Developer\").\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Edison operates Charter Schools (as hereinafter defined) in\nvarious locations through-out the United States and in connection therewith\nassists the corporations holding the charter for such schools (individually, a\n\"Charter Holder\" and collectively, the \"Charter Holders\") in finding suitable\nparcels of land or existing buildings (said parcels being individually referred\nto herein as a \"Parcel\") on which to develop such schools and assisting the\nCharter Holders in the development and construction of the building and other\nimprovements (individually, a \"Building\") in which such schools will operate;\nand\n\n         WHEREAS, Edison as agent for and on behalf of the Charter Holders\ndesires to enter this contract with Developer under which Developer shall act as\ndeveloper and construction manager for each of the Charter Holders, providing\nprofessional development, construction management and financial advisory\nservices applicable to the planning, development, construction and financing of\nthe Buildings to be developed by the Charter Holders (said Buildings and related\nimprovements on the respective Parcels being referred to individually as a\n\"Project\", and collectively as the \"Projects\"), all on the terms and conditions\nherein set forth;\n\n         NOW, THEREFORE, in consideration of the mutual covenants herein\ncontained and of other good and valuable consideration, the parties hereto agree\nas follows:\n\n                                    ARTICLE 1\n\n                                  DEFINED TERMS\n\n         The following capitalized terms shall have the meanings set forth\nbelow:\n\n         1.1 \"Affiliate\" is defined in Article 14.\n\n         1.2 \"Agency Agreement\" as defined in Section 2.1.\n\n         1.3 \"Approval Period\" shall mean thirty (30) days from the date a\n              Development Proposal for a Project is submitted to Edison and the\n              relevant Charter Holder.\n\n         1.4 \"Approved Plans and Specifications\" is defined in Section 4.2(b).\n\n         1.5 \"Architect\" is defined in Section 4.2(b).\n\n         1.6 \"Budget\" is defined in Section 4.2(e).\n\n\n                                      - 1 -\n   5\n         1.7 \"Building\" is defined in the Recitals.\n\n         1.8 \"Charter Holder(s)\" is defined in the Recitals.\n\n         1.9 \"Charter School\" means a school operated or to be operated by\nEdison under contract with a Charter Holder.\n\n         1.10 \"Completion Date\" shall mean the date on which the Architect\ncertifies that the work on a Project has been finally completed, including\ncompletion of all landscaping, driveways and so-called punchlist items and if\nissued by the requisite governmental authority having jurisdiction over the\nProject, a permanent, unconditional certificate of occupancy has been issued\nfrom the appropriate governmental authority for such Project.\n\n         1.11 \"Contractor\" is defined in Section 4.2(d).\n\n         1.12 \"Contract School\" means a school operated or to be operated by\nEdison under contract with a public board of education or school board.\n\n         1.13 \"Construction Financing\" is defined in Section 4.2(f).\n\n         1.14 \"Development Costs\" shall mean with respect to each Project the\ntotal of site acquisition costs and all hard and soft costs of developing,\nfinancing and constructing the Project, including, without limitation, the\nDevelopment Fee, building permit fees, consultants' and architects' fees, and\ncosts of bonds, permitting and financing.\n\n         1.15 \"Development Fee\" is defined in Section 13.1.\n\n         1.16 \"Development Period\" shall mean with respect to each Project the\nperiod of time beginning on the date of the Notice of Edison Approval and ending\non the Completion Date.\n\n         1.17 \"Development Proposal\" shall mean a written proposal given by\nDeveloper to Edison and the applicable Charter Holder describing Developer's\ndetailed proposal for site acquisition, planning, developing, financing and\nconstructing a Project, which shall include, without limitation, the following:\n\n                  (a) Developer's site selection recommendation;\n                           \n                  (b) Feasibility and environmental studies for the development\nof the Project;\n                           \n                  (c) A detailed budget setting forth the estimated total\nDevelopment Costs to be incurred;\n                           \n                  (d) A list of proposed contractors to be employed in the\nconstruction and development of the Project, if available;\n\n                  (e) A list of key permits and approvals required for each\nProject and a schedule for obtaining the same;\n                           \n                  (f) A schedule for the construction of the Project;\n\n\n                                     - 2 -\n   6\n      \n                  (g) A plan for Project financing; and\n                           \n                  (h) A staffing plan, naming the Developer's proposed Project\nManager for the Project and other staffing as described in Section 4.5.\n\n         1.18 \"Force Majeure\" shall have the meaning set forth in Article 10.\n\n         1.19 \"Land\" is defined in the Recitals.\n\n         1.20 Intentionally Omitted.\n\n         1.21 \"Notice of Disapproval\" shall mean a written notice given by\nEdison or the relevant Charter Holder to Developer stating that Edison or the\nCharter Holder does not approve the proposal for a Project as set forth in a\nDevelopment Proposal.\n\n         1.22 \"Notice of Approval\" shall mean a written notice given by Edison\nand the relevant Charter Holder to Developer stating that Edison and the\nrelevant Charter Holder approve of the Project described in the Development\nProposal.\n\n         1.23 Intentionally Omitted\n\n         1.24 \"Parcel\" is defined in the Recitals.\n\n         1.25 \"Permanent Financing\" is defined in Section 4.2(f).\n\n         1.26 Intentionally Omitted.\n\n         1.27 \"Progress Schedule\" is defined in Section 4.2(e).\n\n         1.28 \"Project\" is defined in the Recitals.\n\n         1.29 \"Project Manager\" is defined in Section 4.5.\n\n         1.30 Intentionally Omitted\n\n         1.31 \"Submitted Plans\" is defined in Section 4.2(b).\n\n         1.32 \"Substantial Completion of Construction\" is defined in Section\n4.3(c).\n\n\n\n\n                                     - 3 -\n   7\n                                    ARTICLE 2\n\n                              APPOINTMENT AND TERM\n\n         2.1 Appointment. Except as hereinafter provided, Edison hereby engages\nDeveloper to oversee, arrange, supervise and coordinate on behalf of each\nrelevant Charter Holder all development, construction management and financial\nadvisory services for site selection, planning, design, construction and\nfinancing of each Project for which a Notice of Approval has been issued, as\nrequired and subject to the specifications in this Agreement, and Developer\nhereby accepts such engagement on the terms and conditions herein contained.\nDeveloper accepts the relationship of trust and confidence established by this\nAgreement and covenants with Edison, on behalf of the Charter Holder, to utilize\nthe Developer's best skill, efforts and judgment in furthering the interests of\nEdison and the Charter Holders in the performance of the services to be provided\nby Developer hereunder.\n\n         Developer acknowledges and agrees that Edison is acting hereunder as\nagent for and on behalf of the respective Charter Holders; however, in some\ncases at Edison's election, Edison may direct Developer in writing to commence\nwork on one or more Projects before the Charter Holders which will own such\nProjects are organized. Until the Charter Holder for any one or more Projects is\norganized and executes an Agency Agreement with Edison substantially in the form\nattached hereto as Exhibit A (each an \"Agency Agreement\"), Edison shall make all\ndecisions with respect to such Project hereunder (and neither Developer nor\nEdison need obtain such Charter Holder's consent or approval of any matter in\nconnection with such Project(s) as would otherwise require the Charter Holder's\nconsent or approval hereunder) and Edison shall be solely responsible to\nDeveloper for all amounts due with respect to such Project(s) and shall pay all\namounts due Developer hereunder in connection with such Project(s). As and when\nEdison enters an Agency Agreement with the Charter Holder for any such\nProject(s) and delivers to Developer (i) a copy of such Agency Agreement and\n(ii) evidence that the Charter Holder has or will obtain necessary construction\nfinancing for the Project necessary to pay the Development Costs for the Project\nset forth in the Project's Budget, the respective Charter Holders shall have all\nrights of a Charter Holder hereunder as to its Project and such Charter Holder\nshall be solely responsible for the obligations and liabilities of Edison\narising hereunder with respect to such Project(s) and Edison shall be relieved\nfrom any further liability for the Development Costs, including, without\nlimitation, the Development Fee payable for such Project(s) hereunder (excepting\nonly obligations and liabilities caused by Edison's gross negligence or willful\nmisconduct). If Developer is not satisfied that the Charter Holder is\nfinancially able to discharge its obligations under this Agreement, Developer\nmay notify Edison within ten (10) days after delivery to it of the Agency\nAgreement, and unless Edison elects (in its sole discretion) in a written notice\nto Developer to guarantee the obligations of such Charter Holder hereunder,\nDeveloper may upon written notice to Edison, withdraw from the affected Project,\nin which case Developer shall be paid all amounts due to Developer on such\nProject hereunder as of the date of such notice and Developer shall have no\nfurther obligation to perform services in connection therewith, however, this\nAgreement shall remain in full force and effect in all other respects.\n\n         Edison has advised Developer that a number of Projects are currently\nunderway and are in the various stages of development as shown on Exhibit B\nattached hereto and made a part hereof (the \"Existing Projects\"). Also shown on\nExhibit B is the Charter Holder responsible for \n\n\n                                     - 4 -\n   8\neach of such Existing Projects together with the stage of completion thereof. As\nto such Existing Projects, Developer shall assume responsibility for the\ndevelopment, construction management and financial advisory services to be\nperformed from and after the date of this Agreement and in recognition of the\nfact that development services on such Projects have been partially completed,\nthe Developer shall be paid for each such Project the Development Fee set forth\non Exhibit B hereto in lieu of the Development Fee otherwise payable in\naccordance with Article 13 hereof.\n\n         Developer shall perform all development, construction management and\nfinancial advisory services required hereunder for the benefit of each of the\nCharter Holders as if such Charter Holders were parties to this Agreement,\nhowever, Edison shall remain the agent for such Charter Holders. Copies of all\ncommunications by and between the Charter Holders and Developer with respect to\nany Project shall be forwarded to Edison. It is understood and agreed that no\nCharter Holder has any liability or obligation under this Agreement or under its\nAgency Agreement for obligations or liabilities arising hereunder with respect\nto any Project other than the Project identified in its Agency Agreement or for\ncosts or liabilities arising from Edison's gross negligence or willful\nmisconduct.\n\n         Edison shall diligently endeavor to provide or cause the applicable\nCharter Holders to provide timely responses to all requests by Developer for\nEdison's or a Charter Holder's approval or other decisions required of them\nhereunder.\n\n         2.2 Term. Subject to the provisions of Article 8 hereof, this Agreement\nshall be for a term commencing as of the date of this Agreement and continuing\nthrough the later of the fifth anniversary of the date of this Agreement or the\nCompletion Date for the last Project for which Edison has issued a Notice of\nEdison Approval.\n\n\n                                    ARTICLE 3\n\n                                  RELATIONSHIP\n\n         Developer shall at all times be an independent contractor and neither\nDeveloper nor its employees shall be agents or employees of Edison or any\nCharter Holder. Nothing herein shall be deemed to create a partnership or joint\nventure between Developer and Edison or any Charter Holder.\n\n         Edison acknowledges that this Agreement is not an exclusive engagement\nof Developer and Developer may provide similar or other real estates services to\nparochial, public or private schools unrelated to Edison or any of the Charter\nHolders.\n\n                                    ARTICLE 4\n\n                               DEVELOPMENT PROCESS\n\n         4.1 Preparation and Approval of Development Proposals. Edison may from\ntime to time during the term of this Agreement request that Developer perform\nthe following pre-development services:\n\n\n                                     - 5 -\n   9\n                  (a) Intentionally Omitted.\n\n                  (b) Preparation of Development Proposal. In the event\nEdison and the relevant Charter Holder authorize Developer in writing to prepare\na Development Proposal for a Project, the Developer shall deliver a Development\nProposal for such Project to Edison and the relevant Charter Holder within sixty\n(60) days after the date of such written authorization or within such additional\ntime (not to exceed ninety (90) days in the aggregate) as Developer may request\nin writing. The third party costs and expenses to be incurred by Developer and\nfees and charges payable to Developer in the preparation of any such Development\nProposal shall not exceed the Retainer paid to Developer therefor in accordance\nwith Section 13.1(a) hereof. If Developer wishes to incur any cost or expense\nwhich together with its fee shall cause all costs of the Development Proposal to\nexceed the Retainer, Developer shall provide Edison and the relevant Charter\nHolder with such information as Edison or the relevant Charter Holder shall\nreasonably require in order to approve the proposed excess costs. Edison or the\nrelevant Charter Holder shall have the right to approve or disapprove the\nDevelopment Proposal for such Project in Edison's or the relevant Charter\nHolder's sole discretion.\n\n                  (c) Intentionally Omitted.\n\n                  (d) Timing for Approval. Edison and the relevant Charter\nHolder may send Developer a Notice of Approval or a Notice of Disapproval within\nthe applicable Approval Period. If Edison and the relevant Charter Holder send a\nNotice of Approval, Developer shall commence the development of the Project\ndescribed in the Development Proposal subject to and in accordance with the\nprovisions of Section 4.2 hereof. If the Approval Period expires and Edison and\nthe relevant Charter Holder have not sent a Notice of Approval, as the case may\nbe, the Project described in the Development Proposal, as the case may be, shall\nbe deemed disapproved. The parties may agree in writing to extend the Approval\nPeriod to permit the Developer to submit additional information, documents and\nplans reasonably requested by Edison or to revise same.\n\n                  (e) Reimbursement for Certain Costs. Developer may charge\n1.1 times all third party out-of-pocket costs and expenses reasonably incurred\nby Developer in connection with the preparation of a Development Proposal\nagainst the Retainer paid to Developer in accordance with Section 13.1(a)\nhereof, provided that the sum of such reimbursements plus the Developer's fee in\nconnection with the preparation of any Development Proposal do not exceed in the\naggregate the Retainer. Upon completion of the Development Proposal, Developer\nshall submit to Edison a detailed accounting (supported by documentation as\nEdison shall reasonably request) of all such costs and fees charged against the\nRetainer and any amounts in excess of the Retainer that were approved in writing\nin advance by Edison and the applicable Charter Holder in accordance with\nSection 4.1(b). Amounts in excess of the Retainer approved by Edison and the\napplicable Charter Holder shall be paid within fifteen (15) days following\nsubmission of Developer's invoice therefor together with such additional\ndocumentation as Edison may reasonably require.\n\n                  (f) Ownership of Development Proposals. Each Development\nProposal shall be made in the name of Edison, or, if an Agency Agreement has\nbeen signed, in the name of the relevant Charter Holder. Edison, or, if an\nAgency Agreement has been signed, the relevant\n\n\n                                     - 6 -\n   10\nCharter Holder, shall have title to and the right to rely upon any and all of\nthe contents thereof, and such materials may not be used for any other purpose\nby Developer without prior written approval from Edison or the relevant Charter\nHolder's, as the case may be, which approval shall not be unreasonably withheld,\nconditioned or delayed.\n\n         4.2 Development of a Project. In the event Edison and the relevant\nCharter Holder approve a Development Proposal, the Developer shall perform the\nfollowing development services:\n\n                  (a) Site Acquisition. Developer shall work with legal\ncounsel reasonably selected by Edison to negotiate a contract to purchase or a\nsuitable lease of the selected Parcel on the most favorable terms reasonably\nachievable, and thereafter assist Edison in conducting all necessary or\nappropriate due diligence with respect to the selected Parcel including,\nanalysis of applicable zoning and subdivision laws and regulations, title\nsearches, site surveys and environmental assessments.\n\n                  (b) Engagement and Supervision of Architect. Developer\nshall, on behalf of Edison as agent for the relevant Charter Holder, solicit and\nrecommend a reputable and licensed architect (the \"Architect\") and such other\nengineers, designers, experts and consultants, as necessary or appropriate, to\nprovide design services for the construction and operation of the Project.\nBefore engaging any such persons, Developer shall obtain the prior written\nconsent of Edison (not to be unreasonably withheld) as to the identity of the\nperson to be engaged and as to the form and substance of the contract therefor\nwhich shall be entered into and executed by Edison as agent for the applicable\nCharter Holder. In no event, however, shall Edison have any liability or\nobligation under such contracts except to the extent that Edison elects, in its\nsole discretion, in writing to guarantee the obligations of the Charter Holder\nthereunder. Developer shall cause the parties engaged pursuant to this Section\n4.2(b) to prepare and submit to Edison, Developer and the relevant Charter\nHolder, for Edison's, Developer's and the relevant Charter Holder's review and\napproval (not to be unreasonably withheld), complete plans, specifications and\nworking drawings for the construction of the Project in such form as Edison may\nreasonably require (the \"Submitted Plans\"). Developer shall supervise all of\nsuch architectural\/engineering and design services such that the Submitted Plans\nwill be prepared and be substantially consistent with the conceptual plans\nidentified in the Development Proposal. Edison and the relevant Charter Holder\nshall provide their written approval or notice of any modifications required to\nsuch plans, specifications and drawings within thirty (30) days after receipt\nthereof. The Architect shall make any required modifications within thirty (30)\ndays of receiving comments from Edison or the relevant Charter Holder. Such\nplans, specifications and drawings, when approved by Edison in writing, shall be\nreferred to herein as the \"Approved Plans and Specifications.\" The Approved\nPlans and Specifications shall not be revised in any material respect without\nthe prior written consent of Edison and the relevant Charter Holder (which\nconsent shall not be unreasonably withheld).\n\n                  (c) Procuring Entitlements, Permits and Approvals.\nImmediately following the engagement of the Architect provided above, Developer\nshall process, procure and maintain in the name of Edison or the applicable\nCharter Holder all necessary entitlements and governmental approvals for the\ndesign, development, construction, completion, equipping, occupancy, operation,\nand use of the Project, including, without limitation, any special permits,\n\n\n                                     - 7 -\n   11\nrezoning, subdivisions, variances or authorizations required by applicable law.\nDeveloper shall maintain true and complete copies of all such permits and\nauthorizations and, at the request of Edison or the relevant Charter Holder,\npromptly provide copies of same to Edison or the relevant Charter Holder. In\naddition, Developer shall make all requisite arrangements with public and\/or\nprivate utilities to ensure that water, sewer, electric, gas and other\nutilities, in appropriate capacities, will be available to serve the Project.\n\n                  (d) Engagement of Contractor. Following completion of the\nApproved Plans and Specifications, Developer shall negotiate and submit to\nEdison for its review and approval (not to be unreasonably withheld), all\nnecessary construction and other contracts for the construction of the Project,\nall of which shall be consistent with the Approved Plans and Specifications. The\ntotal amounts payable under all such contracts which relate to the construction\nof the Project shall not exceed the amounts set forth in the Development\nProposal, without prior written approval from Edison and the relevant Charter\nHolder. Developer shall obtain the prior written consent of Edison (not to be\nunreasonably withheld) as to the selection of the general contractor (the\n\"Contractor\") to be engaged. The construction contract shall be in a form\nreasonably satisfactory to Edison and shall be subject to the prior written\napproval (not to be unreasonably withheld) of Edison and shall be consistent\nwith the Budget. Edison (and, in the case of any change order which will cause\nan increase in the Budget, the relevant Charter Holder) shall have the right to\napprove any change order for a single change in excess of $50,000 and all change\norders after more than $250,000 of change orders of any type have been requested\nper Project.\n\n                  (e) Budget and Progress Schedule. Developer shall prepare\nand submit to Edison and the relevant Charter Holder for their approval (i) a\nfinal development budget (the \"Budget\") for each Project setting forth in detail\non a line item basis reasonably satisfactory to Edison the Development Costs of\nthe Project and which shall substantially conform to the budget contained in the\nDevelopment Proposal except as otherwise approved by Edison and the relevant\nCharter Holder, and (ii) a \"Progress Schedule\" for the Project which shall set\nforth the dates for starting and completing the various stages of construction\nof the Project and which shall substantially conform to the timing set forth in\nthe Development Proposal except as otherwise approved by Edison and the relevant\nCharter Holder. In the event the Budget or the Progress Schedule do not\nsubstantially conform to those approved by Edison and the relevant Charter\nHolder in the Development Proposal, either Edison or the relevant Charter Holder\nshall have the right to disapprove the construction of such Project. Developer\nshall not revise the Progress Schedule without the prior written consent of\nEdison and the relevant Charter Holder. Developer shall keep Edison and the\nrelevant Charter Holder advised, on a monthly basis, or more frequently as\nEdison or the relevant Charter Holder may reasonably request, as to the progress\nof the various stages of construction under the Progress Schedule and any\nacceleration or delay with respect to such stage.\n\n                  (f) Financing. Developer shall assist Edison or the\nrelevant Charter Holder, if requested by Edison or the relevant Charter Holder,\nin applying for (i) construction and development financing for the Project\n(\"Construction Financing\"), and (ii) upon completion of each Project, long term\nfinancing of the Project (the \"Permanent Financing\"), which will be sufficient\n(to the extent a loan of such amount is available on terms acceptable to Edison\nand the applicable Charter Holder) to discharge the construction loan, if any.\nSuch assistance shall\n\n\n                                     - 8 -\n   12\ninclude (a) the preparation of those portions of the application packages\nrelating to the nature, extent and cost of the Project and other matters\nrelating to the site acquisition and the construction of the Project and\noperation of the Project, (b) making available to any such lenders all reports,\ntests, studies, plans, specifications, governmental approvals and other\ndocumentation relating to the Project and the construction thereof, (c)\nnegotiating for Edison or the relevant Charter Holder the terms of all\napplicable loan commitments, and (d) obtaining all title insurance policies,\nsurveys, opinions of counsel and other documentation or information required in\nconnection therewith. Developer shall coordinate its activities with counsel\nreasonably selected by Edison or the relevant Charter Holder in their\ndiscretion. Developer shall also monitor and advise Edison and the relevant\nCharter Holder regarding compliance with Edison's or the relevant Charter\nHolder's obligations under the loan documents evidencing or securing such loan.\n\n         4.3 Construction of a Project. In the event that Edison and the\nrelevant Charter Holder elect to proceed with construction of the Building(s)\nrequired in connection with any Project, Developer shall provide the following\nconstruction management services:\n\n                  (a) Construction Management. Developer shall supervise,\ncoordinate and manage all construction work by Contractor and others engaged for\nthe construction of the Project in order to expedite completion of the Project\non schedule and on budget, and in connection therewith, Developer shall:\n\n                           1.       Provide overall supervision, coordination,\n                                    and direction of the construction of the\n                                    Project (herein sometimes referred to as the\n                                    \"Work\") of the Contractor and shall\n                                    coordinate the Work of Contractor with the\n                                    work of all other contractors performing\n                                    services or construction work for Edison in\n                                    connection with the Project (the \"Other\n                                    Contractors\"), if any;\n\n                           2.       Assure that a competent construction,\n                                    supervisory, and inspection staff is\n                                    assigned for the supervision, coordination,\n                                    and direction of the Work of the Contractor\n                                    and prepare and submit to Edison an\n                                    organization chart showing proposed job-site\n                                    staff, job classifications, time and period\n                                    of commencement and termination of each\n                                    member of such staff, and salary ranges of\n                                    such staff; such chart and any revisions\n                                    thereto shall be subject to the prior\n                                    written approval of Edison;\n\n                           3.       Establish on-site organization and lines of\n                                    authority in order to carry out all phases\n                                    of Project on a totally coordinated basis;\n\n                           4.       Establish and implement procedures for\n                                    coordination of services by and among\n                                    Edison, Architect, and Contractor with\n                                    respect to all aspects of Project;\n\n                           5.       Maintain the Progress Schedule approved by\n                                    Edison and the Charter Holder in accordance\n                                    with Section 4.2(e) and if necessary, \n\n\n\n\n                                     - 9 -\n   13\n                                    add thereto a comprehensive schedule of work\n                                    for the Contractor and all Other\n                                    Contractors, and submit such schedule for\n                                    approval by Edison and the relevant Charter\n                                    Holder; revise the Progress Schedule as\n                                    required to incorporate such approved\n                                    scheduling data submitted by the Contractor\n                                    and Other Contractors; periodically update\n                                    such schedule to reflect actual construction\n                                    progress; coordinate contractor lead times,\n                                    procurement, and field starts to accomplish\n                                    the schedule; report to Edison on progress\n                                    and to identify all failures and causes\n                                    thereof to maintain the schedule; and to\n                                    make recommendations for recovery of any\n                                    lost time;\n\n                           6.       Monitor Architect's coordination, review,\n                                    and distribution of construction contract\n                                    documents, including revised drawings and\n                                    specifications;\n\n                           7.       Schedule and conduct job meetings to be\n                                    attended by the Contractor, Other\n                                    Contractors, if any, and various\n                                    subcontractors, Architect, and Edison to\n                                    discuss such matters as procedures,\n                                    progress, problems, and scheduling and to\n                                    establish status and accountability for\n                                    necessary timely action for each item of\n                                    work; cause minutes of such job meetings to\n                                    be transcribed and distributed;\n\n                           8.       Until final completion and acceptance of the\n                                    Project by Edison and the relevant Charter\n                                    Holder, direct and inspect the Work of the\n                                    Contractor and the work of any Other\n                                    Contractors in an effort to see that the\n                                    materials furnished and work performed are\n                                    in accordance with the applicable contract\n                                    documents and that all work on Project is\n                                    progressing on schedule and, when the work\n                                    is completed, make recommendations relating\n                                    to acceptance thereof by Edison and\n                                    Architect; in the event the interpretation\n                                    of the meaning and intent of said\n                                    construction contract documents becomes\n                                    necessary during construction, Developer\n                                    shall consult with Architect and Edison,\n                                    ascertain said interpretation, and transmit\n                                    such information to the Contractor and Other\n                                    Contractors, as appropriate; and promptly\n                                    advise Edison of any undue delay in\n                                    obtaining such interpretations;\n\n                           9.       Determine the adequacy of the Contractor's\n                                    and Other Contractors' personnel and\n                                    equipment and the availability of necessary\n                                    materials and supplies;\n\n                           10.      Assist the Contractor in establishing a\n                                    comprehensive safety program for Project and\n                                    to monitor compliance therewith by the\n                                    Contractor and Other Contractors, if any.\n                                    The performance of these services by\n                                    Developer shall not relieve the Contractor,\n                                    Other Contractors and various subcontractors\n                                    of their responsibilities for\n\n\n                                     - 10 -\n   14\n                                    the safety of persons and property and\n                                    compliance with all statutes, rules,\n                                    regulations, and orders applicable to the\n                                    conduct of the work, nor shall it impose on\n                                    Developer any responsibility for the safety\n                                    program or compliance therewith by\n                                    Contractor, Other Contractors and\n                                    subcontractors;\n\n                           11.      Make recommendations and render assistance\n                                    as necessary to the development and\n                                    administration of an effective labor\n                                    relations program for Project and to the\n                                    avoidance of labor disputes during\n                                    construction;\n\n                           12.      Monitor Architect's coordination, review for\n                                    approval, and distribution of shop drawings,\n                                    catalogs, and samples, and to promptly\n                                    advise Edison and the relevant Charter\n                                    Holder of any undue delay in connection\n                                    therewith;\n\n                           13.      Make recommendations to Edison, the Charter\n                                    Holder, and Architect for such changes in\n                                    the work as Developer may consider necessary\n                                    or desirable;\n\n                           14.      Review for propriety all requests for\n                                    changes to the Construction Contract for the\n                                    Project; monitor Architect's preparation and\n                                    verification of quantity and price accuracy\n                                    and processing of all change proposals; to\n                                    review and analyze change proposals for\n                                    reasonableness of costs; and recommend\n                                    action by Architect and Edison with respect\n                                    thereto;\n\n                           15.      Make recommendations to Edison and Architect\n                                    regarding the approval of subcontractors and\n                                    material vendors;\n\n                           16.      Keep accurate and detailed written records\n                                    of the progress of the Project during all\n                                    stages of planning and construction; submit\n                                    monthly written progress reports to Edison\n                                    and the Architect, including, but not\n                                    limited to, reports concerning the progress\n                                    of the work of the Contractor and Other\n                                    Contractors, if any, the percentage of\n                                    completion, the number and amount of change\n                                    orders, and the existence of any present or\n                                    anticipated problems;\n\n                           17.      Inspect the Project, jointly with Architect,\n                                    no less than seven (7) days prior to the\n                                    time Edison is to take over, use, occupy, or\n                                    operate any part of all of the Project and\n                                    to furnish a detailed report to Edison, the\n                                    Charter Holder, and Architect of observed\n                                    discrepancies, deficiencies, and incomplete\n                                    items in the work performed by the\n                                    Contractor and Other Contractors, if any;\n\n                           18.      Provide assistance to Architect in\n                                    assembling and transmitting written\n                                    guarantees, warranties, instruction manuals,\n                                    and other data required of the Contractor\n                                    and Other Contractors;\n\n\n                                     - 11 -\n   15\n                           19.      Monitor compliance with all laws (including,\n                                    without limitation, laws pertaining to the\n                                    Americans With Disabilities Act), and with\n                                    all rules and regulations that may\n                                    reasonably be prescribed from time to time\n                                    by Edison or the relevant Charter Holder;\n                                    and\n\n                           20.      Monitor all costs and expenses of the\n                                    construction to confirm and verify that at\n                                    each stage of the construction process there\n                                    are sufficient remaining funds within the\n                                    Budget to complete the Project in accordance\n                                    with the Development Proposal, as may be\n                                    amended by change orders approved by Edison\n                                    and the relevant Charter Holder or as\n                                    otherwise amended by Edison, the relevant\n                                    Charter Holder, and Developer, and so that\n                                    at the Completion Date, the Budget will not\n                                    be exceeded.\n\n                  (b) Construction and Draw Disbursements. Developer shall\nreview and submit to Edison and, if requested by Edison, any construction lender\nand\/or construction consultant named by Edison, all demands for payment made\nunder any contract or agreement with respect to the construction of the Project,\nor for any labor, materials or services furnished in connection with the\nconstruction of the Project, all of which demands for payment shall be made on\nthe standard form AIA Construction Draw Request or such other form of draw\nrequest agreed to by Edison and Developer. All such demands for payment shall\ninclude all appropriate lien releases (in accordance with local custom) and\nshall be accompanied by copies of all invoices and such other materials as\nEdison or such construction lender shall reasonably require to analyze such\ndemand for payment. Developer shall determine whether such labor, materials or\nservices have been supplied and completed in accordance, and otherwise\nconsistent with, the Approved Plans and Specifications, and with the general\ncontract or other agreement pursuant to which such labor, materials or services\nwere supplied. Developer shall certify to Edison, the relevant Charter Holder\nand such construction lender, if any, that the amounts due pursuant to the\nconstruction contract or relevant agreement relate to the labor, materials,\nservices and work for which payment has been sought and that such work has been\ncompleted in accordance with such governing contract or agreement. Developer\nshall also provide such evidence as Edison or such construction lender deems\nreasonably necessary to confirm that the requested payment is due. No payment\nshall be made by Developer without the express written approval of Edison. The\nconstruction funds delivered by Edison or the relevant Charter Holder to\nDeveloper for payment of the cost of construction shall be maintained in a\nseparate bank account established in the name of Edison or the relevant Charter\nHolder on terms and conditions approved by Edison.\n\n                  (c) Completion of Construction. When the construction of\nthe Project has been substantially completed in accordance with the Approved\nPlans and Specifications (other than any punch list items), and in accordance\nwith all governmental laws, rules and regulations and when the Project is ready\nfor occupancy, Developer shall obtain, on behalf of Edison and the applicable\nCharter Holder, a certification to that effect from the Architect to the extent\nthat the Architect is required under its contract or otherwise agrees to provide\nsuch a certification (it being understood that Developer shall endeavor to\ninclude such requirement in the Architect's contract). At such point in time the\nconstruction of the Project shall be deemed substantially completed (the\n\"Substantial Completion of Construction\"). During the course of construction and\nfrom and after the Substantial Completion of Construction, Developer shall,\nsubject to the \n\n\n                                     - 12 -\n   16\nprior written approval of Edison (and, if any such settlement will cause an\nincrease in the Budget, the relevant Charter Holder), negotiate final\nsettlements with all mechanics, materialmen and subcontractors and, if any\nmechanic's, materialmen's or similar lien is filed with respect to all or any\nportion of the Project, take such action at Edison's or the relevant Charter\nHolder's cost (or the cost of the contractor or subcontractor responsible\ntherefor to the extent funds are received) as is necessary or appropriate to\ncontest any such liens and to cause all related claims to be settled and such\nliens to be removed by bonding or otherwise. Following Substantial Completion of\nConstruction, Developer shall enforce on behalf of Edison or the applicable\nCharter Holder all warranties, representations and guarantees of the Architect,\nContractor and subcontractors, suppliers and materialmen, and all other persons\nfurnishing supplies, materials, equipment, or services in connection with the\nconstruction or equipping of the Project, with respect to any defects in the\nconstruction of the Project or the installation or operation of any fixture or\nequipment therein. Upon the Completion of the Project, Developer shall (i)\ndeliver to Edison and the relevant Charter Holder a Statement of Costs\n(including all Development Costs incurred in connection with the Project)\ncertified as true and correct by Developer, and (ii) monitor the compliance of\nthe Architect and the Contractor, as appropriate, with respect to the provision\nof any and all documentation and other materials relating to the Project in\ntheir possession to the extent required by the applicable contract, such as, but\nnot limited to, the following:\n\n                           1.       As-built drawings and specifications;\n\n                           2.       Change Orders;\n\n                           3.       Reports including, but not limited to, soils\n                                    reports, concrete reports, equipment testing\n                                    and balancing reports, termite reports, etc;\n\n                           4.       Operation maintenance manuals for all\n                                    equipment;\n\n                           5.       Certifications and test results;\n\n                           6.       Warranties or guarantees, including but not\n                                    limited to the roof warranty, HVAC\n                                    warranties, plumbing warranties, etc.;\n\n                           7.       Keys for all locks;\n\n                           8.       Maintenance stock; and\n\n                           9.       Progress photos taken at least monthly\n                                    throughout the Project.\n\n                  (d) Legal Actions. At the direction of Edison or the relevant\nCharter Holder, Developer shall institute, commence and prosecute on behalf of\nEdison and the applicable Charter Holders and, at Edison's or the applicable\nCharter Holder's expense, all such legal actions and suits as may be required in\nconnection with the construction of a Project and cause Edison and the Charter\nHolders to be defended in connection with any legal action or suit commenced\nagainst any of them. All such legal actions, and any and all decisions with\nrespect \n\n\n\n\n                                     - 13 -\n   17\nto the prosecution and defense of such actions, shall be made by Edison, in\nconsultation with the relevant Charter Holder, with counsel approved by Edison.\n\n                  (e) Design Errors. In no event shall Developer have any\nliability or obligation for any errors or omissions of architects or engineers\nretained to perform architectural or engineering services in connection with any\nProjects.\n\n         4.4 Additional Services. Developer shall from time to time upon request\nof Edison provide in connection with the Project(s) additional services not\ndescribed in Section 4.2 or 4.3 above for an additional fee as provided in\nSection 13.4. Upon receipt of a request from Edison or any Charter Holder for\nsuch additional service, Developer shall first, before performing any such\nservice, notify Edison and the relevant Charter Holder in writing (i) that\nDeveloper considers the service to be an additional service for which an\nadditional charge shall be made, and (ii) of Developer's estimate of the\nadditional fees that will be charged for such service. Developer shall not\nundertake to perform any such additional services unless and until such\nperformance and reimbursement at the rate requested by Developer is approved in\nwriting by Edison and the relevant Charter Holder.\n\n         4.5 Additional Obligations. Developer's services under this Agreement\nshall be subject to the following:\n\n                  (a) Contracts with Affiliates. Notwithstanding any\nprovision contained in this Agreement to the contrary, Developer shall not be\npermitted to enter into any contract with an Affiliate unless prior thereto\nDeveloper first discloses to Edison and the relevant Charter Holder in writing\n(i) the Affiliate with which such contract will be entered, (ii) the relation of\nsuch Affiliate to Developer and (iii) all proposed terms for any such contract.\nDeveloper agrees that any contract with an Affiliate shall be at prevailing\nmarket rates and on customary terms and conditions, and Developer shall provide\nto Edison and the relevant Charter Holder such evidence as Edison or the\nrelevant Charter Holder shall reasonably require to confirm the foregoing.\n\n                  (b) In performing its services hereunder, Developer shall\nplace emphasis on considerations that will aid in expediting the construction of\nthe Project consistent with the construction standards and procedures of Edison.\nDeveloper acknowledges that time will be of the essence of the Project and\nagrees to use reasonable care and diligence and to exercise its commercially\nreasonable efforts to supervise, coordinate, and direct the work of the\nContractor so as to assist Edison in having the Project completed on or before\nits established completion date subject however to delays due to Force Majeure;\nprovided, however, that Developer, except as may otherwise herein be specified,\nshall not be responsible for any failure or inability of the Contractor to\ncomplete the Project or any portion thereof within the time or times provided in\nthe Construction Contract.\n\n                  (c) All recommendations and communications by Developer\nto Edison, the relevant Charter Holder, and Architect that will affect the cost\nof the Project shall be made or confirmed by it in writing. Edison or the\nrelevant Charter Holder may also require other recommendations and\ncommunications by Developer to be made or confirmed by it in writing. All\nrecommendations relating to proposed changes in the work, work schedules,\ninstructions to Contractor, and all other matters requiring action by Edison,\nthe relevant Charter Holder, \n\n\n                                     - 14 -\n   18\nArchitect, and\/or the Contractor shall be made directly to Edison, the relevant\nCharter Holder and Architect, unless otherwise directed by Edison and the\nrelevant Charter Holder. After approval by Edison, the relevant Charter Holder,\nand\/or Architect and subject to the general supervision of Edison, Developer\nshall issue instructions directly to the Contractor.\n\n                  (d) The services to be performed by Developer hereunder\nmay be performed under subcontract with firms reasonably acceptable to Edison.\nNo provision of this Agreement shall, however, be construed as constituting an\nagreement between Edison or any Charter Holder and any such person or firm.\n\n         4.6 Employees. Developer shall employ such employees and consultants as\nshall be necessary or appropriate to enable Developer at all times to oversee,\narrange, supervise, coordinate and provide the required services to the Projects\npursuant to this Agreement. Such employees shall be deemed to be the employees\nof Developer or its subcontractors, and Developer shall indemnify, defend and\nsave Edison and the Charter Holders harmless from and against all claims made by\nsuch employees based on job related illness or injury. The foregoing indemnity\nshall survive the termination of this Agreement. All matters pertaining to the\nemployment, training, conduct, supervision, compensation, promotion and\ndischarge of such employees shall be the responsibility of Developer and\nDeveloper shall comply with all applicable laws and regulations having to do\nwith worker's compensation, social security, unemployment insurance, hours of\nlabor, wages, working conditions and safety and similar matters with respect to\nsuch employees. Developer shall designate a project manager (the \"Project\nManager\") for each Project who shall be reasonably acceptable to Edison. The\nProject Manager shall not be replaced without Edison's prior written consent\nunless such individual is no longer employed by Developer or any of its\nAffiliates. Any substitute Project Manager shall be subject to Edison's prior\nwritten approval, which shall not be unreasonably withheld. Edison shall have\nthe right to require Developer to replace the Project Manager, or any other\nemployee of Developer providing services hereunder, if Edison has reasonable\nobjections to any such individual.\n\n         4.7 Emergencies. In the case of emergencies, Developer shall use best\nefforts to notify Edison and the relevant Charter Holder immediately, but if\nDeveloper is unable to reach Edison and the relevant Charter Holder, Developer\nshall take whatever action it deems reasonable, to protect, maintain or repair\nthe Projects and to protect any person on or about the Projects, without the\nprior consent of Edison and the relevant Charter Holder except to the extent of\nany contingency set forth in the Budget. In any event, Developer shall notify\nEdison and the relevant Charter Holder of any emergencies as soon as possible.\nFor purposes of this Section 4.7, the term \"emergencies\" shall mean any\nimmediate threat or occurrence of damage or injury to persons or property.\n\n         4.8 Lender and Legal Compliance. Developer shall be responsible for the\nplanning and development of the Projects in compliance with all terms and\nconditions in any ground lease, mortgages, other security instruments or similar\nencumbrances affecting any Project provided that copies of such instruments have\nbeen made available to Developer. Developer shall also be responsible for\nensuring that the Projects are completed in compliance with all applicable laws\nincluding, without limitation, all building, zoning, fire, handicap access,\nenvironmental and similar laws, rules and regulations of all state, federal and\nlocal authorities having jurisdiction \n\n\n                                     - 15 -\n   19\nover the Projects. Upon the Completion Date, and as a condition precedent to\npayment of the last installment of the Construction Management Fee, the\nDeveloper shall deliver to Edison and the relevant Charter Holder, a\ncertification of Developer and, if available under terms of the applicable\ncontracts, certificates from the Project architect, engineers or general\ncontractor, evidencing compliance with the provisions of this Section 4.8 and\ncertifying that the Project has been completed in accordance with the Approved\nPlans and Specifications.\n\n         4.9 Project Information. Developer shall make the Project Manager for\neach Project and its other personnel available at reasonable times for\ncommunications with Edison and will keep Edison advised of matters affecting the\nProjects and will provide regular updates regarding the status of the Projects\non a basis acceptable to Edison.\n\n\n         4.10 Edison and Charter Holder Information. Edison and the applicable\nCharter Holder for each Project shall make personnel available at reasonable\ntimes for communication with Developer, and will cooperate with Developer as\nreasonably necessary and will provide Developer such information regarding\nEdison and the applicable Charter Holder as Developer may reasonably require to\nperform its services hereunder.\n\n\n                                    ARTICLE 5\n\n                              DEVELOPER'S AUTHORITY\n\n         Developer shall have only the power and authority expressly delegated\nto it hereunder. Developer shall not be permitted to execute any agreement on\nbehalf of, or in the name of, Edison or the relevant Charter Holder unless\nEdison or the relevant Charter Holder specifically authorizes such action by\nDeveloper.\n\n                                    ARTICLE 6\n\n                          INSURANCE AND INDEMNIFICATION\n\n         6.1 Property Coverage. If requested by Edison, Developer shall procure\nand maintain for each Project, on behalf of Edison and the applicable Charter\nHolder and at Edison's or the Charter Holder's cost (to be pro-rated and charged\nto applicable projects as a Development Cost in accordance with the Project\nBudgets), the following insurance against property damage:\n\n                  (a) All-risk coverage (including earthquake coverage, if\nreasonably requested by Edison) in an amount equal to full replacement cost,\nwith an agreed amount endorsement or a waiver of co-insurance.\n\n                  (b) Boiler and machinery insurance, if required by Edison or\nany lender, and flood and earthquake insurance, if available, in each case in\namounts required by Edison or any lender.\n\n                  (c) Demolition and increased cost of construction coverages.\n\n\n                                     - 16 -\n   20\n                  (d) With respect to and during the construction of the\nProject, Builders Risk insurance and other associated coverage with limits equal\nto the replacement value of the Property (completed value form), with Edison and\nthe Charter Holder as the named insured.\n\n                  (e) With respect to improvements under construction, the\nfollowing additional requirements shall apply:\n\n                           1.       Such insurance shall be provided in\n                                    completed value form, or contain a waiver of\n                                    co-insurance, with Edison and the Charter\n                                    Holder as the named insured.\n\n                           2.       Transit risks shall be covered if\n                                    applicable.\n\n                           3.       The occupancy exclusion shall be deleted.\n\n                           4.       Such insurance shall, if available, provide\n                                    coverage against losses during construction\n                                    resulting from design defects.\n\n                           5.       Such insurance shall include a soft cost\n                                    endorsement, which shall provide coverage to\n                                    Edison and the Charter Holder against extra\n                                    financing costs, taxes and insurance,\n                                    overhead, loss of income, architectural and\n                                    engineering fees and marketing and legal\n                                    expenses which result from the\n                                    insured-against casualty.\n\n                  All of such insurance may be provided under a blanket policy,\nprovided that such blanket policy will, in all events, provide Edison and the\nCharter Holder the protection against loss specified above. The insurance\ncoverages required under this Section 6.1 shall in no event provide for\ndeductibles in excess of $25,000 per occurrence, without the approval of Edison.\n\n         6.2 Loss of Use of Property. If requested in writing by Edison for any\ncompleted Project, the Developer shall maintain, at Edison's or the applicable\nCharter Holder's sole cost and expense (to be charged to Edison or the\napplicable Charter Holder as a Development Cost in accordance with the\napplicable Project Budgets), insurance against loss of rental income from the\nProject (or business interruption insurance, if applicable) which shall meet the\nfollowing requirements:\n\n                  (a) The amount of such insurance shall equal the maximum\nactual loss which might be sustained if the property to which it applies were\ntotally destroyed, but in no event less than the maximum tenant economic\nobligations for a twelve-month period, less a deductible as may be approved by\nEdison.\n\n                  (b) Such insurance shall include extra expense coverage, if\napplicable.\n\n                  (c) Such insurance shall provide coverage against the perils\ninsured against under Section 6.1.\n\n                  (d) Such insurance shall contain an agreed amount\nendorsement or a waiver of co-insurance as specified by Edison.\n\n\n                                     - 17 -\n   21\n         6.3 Liability Coverages. The Developer shall maintain, or cause to be\nmaintained, liability insurance coverages relating to the Project, naming Edison\nand the applicable Charter Holder as additional insureds, at Edison's or the\napplicable Charter Holder's sole cost and expense (to be pro-rated and charged\nto applicable Projects as a Development Cost in accordance with the Project\nBudgets) as follows:\n\n                  (a) Commercial general liability insurance in an amount\nnot less than $1,000,000 combined single limit with an aggregate limit of\n$2,000,000. The aggregate limit is to apply separately to each Project.\n\n                  (b) Automobile liability insurance covering owned, hired or\nnon-owned vehicles with a combined single limit of not less than $1,000,000 each\naccident.\n\n                  (c) Workers' compensation in accordance with statutory\nrequirements including employer's liability insurance with limits not less than\n$100,000.\n\n                  (d) Umbrella or excess liability insurance with limits of not\nless than $10,000,000. Such insurance shall be in excess of all liability\ncoverage required in subsections (a), (b) and (c)\n\n                  (e) With respect to property under construction,\nincluding the initial development and construction of the Project, the Developer\nshall cause the Contractor to provide an owners protective policy with limits\nnot less than $1,000,000.\n\n                  (f) With respect to property under construction,\nincluding the initial development and construction of the Project, the Developer\nshall cause the Contractors and subcontractors to provide the following\ninsurance coverages:\n\n                           1.       Commercial general liability insurance,\n                                    including products and completed operations\n                                    coverage, with a combined single limit of\n                                    not less than $1,000,000 with an aggregate\n                                    limit of $2,000,000. The aggregate limit is\n                                    to apply separately for each project.\n\n                           2.       Automobile liability insurance covering\n                                    owned, hired and non-owned vehicles, with a\n                                    combined single limit of not less than\n                                    $1,000,000 each accident.\n\n                           3.       Workers' compensation in accordance with\n                                    statutory requirements including employer's\n                                    liability insurance with limits of not less\n                                    than $100,000.\n\n                  (g) The Developer shall cause the Contractor to maintain\numbrella or excess liability insurance with limits of not less than $5,000,000.\nSuch insurance shall be in excess of all liability coverage required in\nsubsections (f) (1), (2) and (3).\n\n                  (h) If required by any lender making a loan relating to a\nspecific project, or if reasonably requested by Edison, Developer will 1)\nrequire higher limits of coverage to be carried \n\n\n\n\n                                     - 18 -\n   22\nby the Contractor and Subcontractors, and\/or 2) require a higher limit of Owners\nProtective Insurance to be furnished by the Contractor for Edison.\n\n                  (i) Such additional insurance against other risks of loss\nto the Project as, from time to time, may be required by any lender making a\nloan relating to the Project, or which may reasonably be deemed desirable by\nEdison and which additional insurance is requested by Edison in writing.\n\n                  All liability insurance policies shall be written on an\noccurrence basis. The required coverages may be provided by a blanket,\nmulti-location policy, if such policy provides a separate aggregate limit per\noccurrence for the benefit of the Project. Except as otherwise provided herein,\nno deductibles shall be permitted in any of the policies required under this\nArticle 6 without the approval of Edison.\n\n         6.4 Fidelity Insurance. At the request of Edison, employees of the\nDeveloper who handle or are responsible for funds of Edison or any Charter\nHolder shall be covered by fidelity insurance (the cost of which shall be\npro-rated among the Projects as a Development Cost and included in applicable\nProject Budgets) in an amount equal to $200,000 or such greater amount as may be\nrequested by Edison (provided such greater amount is available at commercially\nreasonable rates).\n\n         6.5 General Insurance Requirements.\n\n                  (a) Required Provisions. All insurance policies required under\nthis Article 6 shall:\n\n                           1.       be issued in a form and contain terms, all\n                                    as reasonably approved by Edison,\n\n                           2.       provide that such policies shall not be\n                                    canceled nor shall any material change be\n                                    made therein without at least thirty (30)\n                                    days' prior written notice to Edison (or\n                                    such shorter period of prior written notice\n                                    as is then commercially available),\n\n                           3.       except as otherwise provided above, name\n                                    Edison and each Charter Holder as an\n                                    additional insured, and\n\n                           4.       provide that any loss shall be payable to\n                                    Edison or applicable Charter Holder\n                                    notwithstanding any act or negligence of the\n                                    Developer which might otherwise result in\n                                    forfeiture of such insurance. All insurance\n                                    required by this Article 6 shall be a cost\n                                    of the Project to be paid by Edison or the\n                                    applicable Charter Holder.\n\n                  (b) Rating. All insurers providing the coverages specified in\nthis Article 6 shall be rated A-IX or better by Best's.\n\n\n                                     - 19 -\n   23\n                  (c) Certificates of Insurance. The Developer shall\nprovide Edison with certificates evidencing the insurance coverages required by\nthis Article 6 (whether maintained by the Developer or by Contractor and all\nsubcontractors) prior to the commencement of any activity or operation which\ncould give rise to a loss to be covered by such insurance. Each certificate\nshall state that at least 30 days' notice shall be given to Edison (or such\nshorter period of prior written notice as is then commercially available) prior\nto the amendment, termination or cancellation of any policy evidenced thereby.\nReplacement certificates shall be sent to Edison as policies are renewed,\nreplaced or modified.\n\n                  (d) Investigation of Claims. The Developer shall promptly\ninvestigate and make a full, timely, written report to any insurance company\nproviding coverage, with a copy to Edison, of all accidents, claims, or damage\nrelating to ownership, operation and maintenance of the Project, any damage or\ndestruction to the Project and the estimated cost of repair thereof, and shall\nprepare any and all further reports required by any such insurance company in\nconnection therewith. The Developer shall have no right to settle, compromise or\notherwise dispose of any claims, demands or liabilities, whether or not covered\nby insurance, exceeding $10,000.00, without the prior written consent of Edison.\n\n         6.6 Liability of Developer. The Developer shall be liable to Edison for\nany loss by reason of the inadequacy of the insurance proceeds payable under any\npolicy of insurance to be procured and maintained by the Developer pursuant to\nthis Article 6 if Edison previously notified and authorized the Developer, in\nwriting, to increase the limits of any such insurance to amounts within\nreasonable industry standards (if such insurance was available), the Developer\nfailed to apply for such increase in insurance within fifteen (15) days after\nsuch notice, the failure to apply for such increase in insurance constituted\ngross negligence or willful misconduct on the part of the Developer and the\ninsured-against event occurred.\n\n         6.7 Waiver of Subrogation. Developer shall furnish whatever information\nis reasonably requested by Edison for the purpose of establishing the placement\nof insurance coverages and shall aid and cooperate in every reasonable way with\nrespect to such insurance and any loss thereunder. All policies covering real or\npersonal property which either party obtains affecting the Projects shall\ninclude a clause or endorsement denying the insurer any rights of subrogation\nagainst the other party to the extent rights have been waived by the insured\nbefore the occurrence of injury or loss, if the same are obtainable, and if\nthere is any additional charge for such clause or endorsement, such charge shall\nbe paid by the party benefiting from the same. Developer and Edison waive any\nrights of recovery against the other for injury or loss due to hazards covered\nby policies of insurance containing such a waiver of subrogation clause or\nendorsement to the extent of the injury or loss covered thereby.\n\n\n                                     - 20 -\n   24\n         6.8 Indemnification.\n\n         (a) Edison or applicable Charter Holder hereby agrees that it shall\nprotect, defend, indemnify, and hold harmless Developer to the fullest extent\npermitted by law from and against any and all claims, proceedings,\ninvestigations, and all loss, costs, damages, liability, and expenses (including\ncourt costs and reasonable attorneys' fees): (a) arising out of any negligent\nactions or omissions or willful misconduct by Edison or its agents or employees,\nor (b) arising out of any breach or violation of this Agreement by Edison. The\nobligations of Edison arising under this Section 6.8(a) during the Term of this\nAgreement shall survive expiration or sooner termination thereof.\n\n         (b) Developer agrees to protect, defend, indemnify, and hold harmless\nEdison and each Charter Holder to the fullest extent permitted by law from and\nagainst any and all claims, proceedings, investigations, and all loss, costs,\ndamages, liability, and expenses (including court costs and reasonable\nattorneys' fees): (a) arising out of any negligent actions or omissions or\nwillful misconduct by Developer or its agents or employees; or (b) arising out\nof any breach or violation of this Agreement by Developer. The obligations of\nDeveloper arising under this Section 6.8(b) during the Term of this Agreement\nshall survive expiration or sooner termination thereof.\n\n                                    ARTICLE 7\n\n                            EDISON'S RIGHT TO INSPECT\n\nEdison shall have the right, at its sole cost and expense, upon reasonable\nadvance notice during normal business hours, to examine the books and records\nmaintained by Developer pertaining to the performance of Developer's services\nunder this Agreement.\n\n                                    ARTICLE 8\n\n                                   TERMINATION\n\n         8.1 Termination.\n\n                  (a) Termination where no Final Notice of Approval Issued.\nEither party shall have the unconditional right to terminate this Agreement\nwithout cause on fifteen (15) days notice except as to the Projects which are\nthen subject to a Development Proposal for which a final Notice of Approval has\nbeen given by Edison and, if applicable, the Charter Holder. In the case of any\nsuch termination, Edison or the applicable Charter Holder, will reimburse all of\nDeveloper's out-of-pocket expenses incurred through the date of such termination\nas provided in Section 4.1(e).\n\n                  (b) Termination without Cause. In addition, either party\nshall have the unconditional right to terminate this Agreement without cause on\nfifteen (15) days notice with respect to any Project(s) for which a final Notice\nof Approval has been given by Edison and, if applicable, the Charter Holder.\nThis Agreement shall automatically terminate as to any Project(s) for which the\nAgency Agreement(s) is(are) terminated upon delivery of notice of such\ntermination to Developer unless Edison elects in writing within fifteen (15)\ndays thereafter to \n\n\n\n\n\n                                     - 21 -\n   25\nassume the applicable Charter Holder's obligations hereunder for such\nProject(s). Upon any termination under this paragraph (b), Edison or the\napplicable Charter Holder shall pay to Developer (i) any portion of the\nDevelopment Fee then due and payable to Developer, (ii) if construction of the\nProject has begun, any portion of the Construction Management Fee then due based\nupon the percentage of the work that is complete as determined under the\nConstruction Contract, and (iii) all third party costs and expenses reimbursable\nto Developer in connection with such Project in accordance with this Agreement.\nIf Edison elects to terminate this Agreement as to any Project in accordance\nwith this Section 8.1(b) or this Agreement is terminated as to any Project due\nto the termination of the applicable Agency Agreement therefor, Edison or the\napplicable Charter Holder will also reimburse Developer for such reasonable\ntermination charges as Developer may actually incur in terminating contracts\nentered into in accordance herewith, demobilizing Project staff and equipment\nand or reassigning staff members to other projects. Upon payment of such\namounts, Edison and the applicable Charter Holder shall have no further\nliability to Developer hereunder with respect to such Project(s) excepting only\nsuch liability under Section 6.8 hereof as shall by its terms, survive\nexpiration or sooner termination of this Agreement.\n\n                  (c) Termination for Default.\n\n                           (1)      Either Edison or Developer shall have the\n                                    right to terminate this Agreement with\n                                    respect to any Project(s) at any time for\n                                    any default by the other party in the\n                                    performance of its duties hereunder\n                                    (including all exhibits hereto) with respect\n                                    to such Project(s), provided (i) if such\n                                    default is a monetary default, that such\n                                    default continues for a period of ten (10)\n                                    days after notice is given to the defaulting\n                                    party, or (ii) if such default is a\n                                    nonmonetary default, that such default\n                                    continues for a period of thirty (30) days\n                                    after notice is given to the defaulting\n                                    party (or if such nonmonetary default cannot\n                                    reasonably be cured within 30 days, then\n                                    such nonmonetary default continues for a\n                                    period of ninety (90) days in the aggregate\n                                    after notice is given to the defaulting\n                                    party); or\n\n                           (2)      Either Edison or Developer shall have the\n                                    right to terminate this Agreement in its\n                                    entirety or with respect to any or more\n                                    Projects, at any time if the other party\n                                    hereto makes an assignment for the benefit\n                                    of creditors, or if a receiver, trustee,\n                                    custodian, guardian, liquidator or similar\n                                    agent is appointed with respect to such\n                                    party, or if a petition is filed by or with\n                                    the consent of any party hereto under any\n                                    Federal or state law concerning bankruptcy,\n                                    insolvency, reorganization, arrangement, or\n                                    relief from creditors, or if such a petition\n                                    is filed against such party and such\n                                    petition is not dismissed within 90 days\n                                    thereafter.\n\n                           (3)      Generally, notwithstanding the foregoing,\n                                    neither party shall have any cure period\n                                    with respect to a breach caused by such\n                                    party's fraud or intentional misconduct or,\n                                    in the case of the Developer, in\n\n\n                                     - 22 -\n   26\n                                    the event the Developer (i) fails to\n                                    maintain the insurance required under\n                                    Article 6 hereof, or (ii) misapplies funds\n                                    provided by Edison or a Charter Holder or\n                                    fails to pay the Contractor or any other\n                                    person or entity performing work on the\n                                    Project after Edison or the applicable\n                                    Charter Holder has approved such payment and\n                                    has provided Developer with any funds\n                                    required hereunder. In the case of the\n                                    termination of this Agreement after a\n                                    default by Developer, Edison and the\n                                    applicable Charter Holder(s) shall have no\n                                    obligation to pay any additional portion of\n                                    the Development Fee or Construction\n                                    Management Fee to Developer, and Developer\n                                    shall be liable to Edison and the applicable\n                                    Charter Holder(s) for all damages suffered\n                                    or incurred by Edison or the applicable\n                                    Charter Holder(s) as a result of such\n                                    default including, without limitation, costs\n                                    and expenses reasonably incurred by Edison\n                                    or the applicable Charter Holder(s) in\n                                    completing any Project(s) which are in\n                                    excess of the applicable Budget.\n\n         8.2 Other Remedies. The specific remedies to which any party may resort\nunder the terms of this Agreement are cumulative and are not intended to be\nexclusive of any other remedies or means of redress to which such party may be\nlawfully entitled in case of the occurrence of a default beyond applicable grace\nperiods by the other party. The termination of this Agreement shall not relieve\nany party of any of its obligations theretofore accrued under this Agreement\nprior to the effective date of such termination. Notwithstanding anything herein\nto the contrary, Developer, Edison and the Charter Holders shall have no\nliability hereunder for special or consequential damages that may be incurred by\nthe other parties to this Agreement.\n\n                                    ARTICLE 9\n\n                                   COOPERATION\n\n         Should any claims, demands, suits or other legal proceedings be made or\ninstituted by any third person against Developer, Edison or any Charter\nHolder(s) which arise out of any of the matters relating to any part of the\nProjects or this Agreement, Developer, Edison and the applicable Charter\nHolder(s) shall each give the other, at the expense of the party being sued, all\npertinent information in its possession (excluding any such information which is\nconfidential or proprietary and may be withheld in accordance with Section 15.10\nhereof) and reasonable assistance in the defense or other disposition thereof.\n\n                                   ARTICLE 10\n\n                                     DELAYS\n\n         Neither party shall be liable for its failure to perform its\nobligations hereunder due to Force Majeure. For purposes hereof, Force Majeure\nshall mean any accident, unusual difficulty or inability in obtaining services\nor supplies from sources usually used, unusually bad weather conditions, labor\ndifficulties, the other party's failure to perform its obligations hereunder or\nany other causes beyond such party's reasonable control. Either party claiming\nany such delay shall \n\n\n                                     - 23 -\n   27\nprovide notice of such claim promptly after the occurrence of the event causing\nsuch delay. In the case of a continuing delay, only one claim shall be required.\nEach such claim shall provide an estimate of the probable impact of such delay\non the Projects.\n\n                                   ARTICLE 11\n\n                                CONSENT; APPROVAL\n\n         Whenever in this Agreement the consent or approval of any party is\nrequired, such consent or approval shall be in writing only, shall not be unduly\ndelayed and shall only be effective if given by a duly authorized officer or\nagent for the party granting such consent or approval.\n\n                                   ARTICLE 12\n\n                                     NOTICES\n\n         All notices and other communications provided for herein shall be in\nwriting and shall be sent to the address set forth below (or such other address\nas a party may hereafter designate for itself by notice to the other parties as\nrequired hereby) of the party for whom such notice or communication is intended:\n\n         If to Edison:         Edison Schools Inc.\n                               521 Fifth Avenue\n                               New York, New York 10175\n                               Attention:  Chris Whittle\n                               Fax:  212-419-1604\n                        \n         With a copy to:       Edison Schools Inc.\n                               521 Fifth Avenue\n                               New York, New York 10175\n                               Attention:  John Williams, Esq.\n                               Fax:  212-419-1868\n                   \n         If to Developer:      Ksixteen LLC\n                               c\/o Edison Schools Inc.\n                               521 Fifth Avenue\n                               New York, New York 10175\n                               Attention:  Joe Keeney\n                               Fax:  212-419-1715\n                             \n         With a copy to:       Coudert Brothers\n                               1114 Avenue of the Americas\n                               New York, NY  10035\n                               Attention:  Gerard Hannon, Esq.\n                               Fax:  212-626-4120\n\n\n                                     - 24 -\n   28\nAll notices to a Charter Holder shall be in writing and shall be delivered in\naccordance with the applicable Agency Agreement. Any notice or communication\nshall be sufficient if sent by registered or certified mail, return receipt\nrequested, postage prepaid; by hand delivery; by overnight courier service; or\nby facsimile, with an original by regular mail. Any such notice or communication\nshall be effective the earlier of (i) the date when received by the addressee,\nor (ii) the date sent if sent by overnight courier for next business day\ndelivery and actually received on the next business day.\n\n                                   ARTICLE 13\n\n                                  COMPENSATION\n\n         13.1 Development Fee. In addition to the sums Edison or the applicable\nCharter Holder is specifically obligated to reimburse to Developer related to\napproved costs and expenditures as described in this Agreement, Developer shall\nreceive for its services described in Sections 4.1 and 4.2 in developing each\nProject in accordance with this Agreement a development fee (the \"Development\nFee\") equal to six percent (6%) of the Development Costs (excluding the\nDevelopment Fee) for such Project as set forth in the original Budget approved\nby Edison and, if applicable, the relevant Charter Holder for such Project,\npayable as follows:\n\n                  (a) Upon issuance of a request for a Development Proposal\nfor any Project, Edison (on behalf of the applicable Charter Holder) shall pay\nto Developer a retainer in the amount of $25,000 for Charter School proposals\nand $10,000 for Contract Schools (the \"Retainer\"). Following Edison's issuance\nof a Notice of Approval for any Project, Developer shall be paid monthly by\nEdison or the applicable Charter Holder for Developer's approved staff providing\nservices in connection with the proposed Project at the hourly rates set forth\non Exhibit C hereto, and as set forth in the Approved Development Plan,\nprovided, however, that the cost reimbursed shall not exceed the lesser of (i)\nthe amounts approved by Edison in connection therewith, or (ii) three percent\n(3%) of approved Development Costs (excluding the Development Fee) set forth in\nthe original Development Budget approved by Edison and, if applicable, the\nrelevant Charter Holder for the Project. Developer shall first credit all such\ncharges as well as all reimbursable costs in accordance with Section 4.1(e)\nhereof against the applicable Retainer until the Retainer is exhausted.\nDeveloper shall provide Edison and the relevant Charter Holder monthly with a\nwritten accounting of all amounts charged against Retainers. If a Project is\nterminated before the Retainer for such Project is exhausted, the balance, if\nany, shall be refunded to Edison or the relevant Charter Holder, as the case may\nbe.\n\n                  (b) Upon Edison's (or the applicable Charter Holder's)\nlease or purchase of the Parcel for any Project, Edison (on behalf of the\napplicable Charter Holder) shall pay Developer -1\/2 of the total Development Fee\nfor the Project less all amounts previously paid to Developer in connection with\nsuch Project.\n\n                  (c) Upon Closing of the Permanent Financing for any\nProject obtained in accordance with Section 4.2(f), Edison (on behalf of the\napplicable Charter Holder) shall pay Developer the remaining unpaid balance of\nthe Development Fee for the Project. If Permanent Financing is not available for\nany Project then, except as otherwise provided under Article 8, Edison (on\nbehalf of the applicable Charter Holder) shall pay Developer such unpaid balance\nof \n\n\n                                     - 25 -\n   29\nthe Development Fee for such Project no later than twelve (12) months following\nSubstantial Completion of Construction of such Project.\n\n         13.2 Construction Management Fee. In addition to the sums Edison (on\nbehalf of the applicable Charter Holder) is obligated to pay Developer for each\nProject in accordance with Section 13.1 above, Developer shall receive for its\nservices described in Section 4.3 in construction management of a Project, in\naccordance with this Agreement, a construction management fee (the \"Construction\nManagement Fee\") for the Developer's staff performing construction management\nservices in connection with the Project at the hourly rates set forth on Exhibit\nC hereto, provided, however, that the cost reimbursed shall not exceed the\nConstruction Management Fee set forth in the Budget.\n\n         13.3 Reimbursable Expenses. Except as herein expressly provided, all\nexpenses incurred by Developer under this Agreement shall be paid by Developer,\nunless Edison and the relevant Charter Holder have previously approved such\nexpenses under the provisions of the Budget.\n\n\n         13.4 Fee for Additional Services. In the event that Edison and the\napplicable Charter Holder approve performance by Developer of any additional\nservices in connection with the Project, Edison (on behalf of the applicable\nCharter Holder) shall pay Developer a fee for the time spent by Developer's\nstaff performing additional services in connection with the Project at a rate\nequal to 1.25 times the hourly rate set forth in Exhibit C hereto and shall\nreimburse all costs reasonably incurred by Developer in connection therewith\nprovided, however, that in no event shall such fee and costs payable to\nDeveloper for additional services exceed the amount estimated by Developer and\napproved in advance by Edison and the applicable Charter Holder therefor.\n\n\n                                   ARTICLE 14\n\n                                  ASSIGNABILITY\n\n         The services to be performed by Developer under this Agreement are\npersonal to Developer and Developer shall not assign its rights or obligations\nunder this Agreement without the prior consent of Edison (and the applicable\nCharter Holders on Projects affected by such assignment), however Developer may\nsubcontract with Affiliates or others reasonably acceptable to Edison (and the\napplicable Charter Holders on Projects affected by such subcontract) for the\nservices or staffing required hereunder. Edison shall be permitted to assign its\nrights under this Agreement to any Affiliate of Edison and\/or the respective\nCharter Holders. No assignment by Edison, Developer or a Charter Holder shall\nrelieve Edison, Developer or such Charter Holder of its liabilities hereunder\nexcept as otherwise herein expressly provided. For purposes of this Agreement,\nthe term \"Affiliate\" means any corporation, partnership or other entity or party\nwhich either directly or indirectly, through one or more intermediaries, (i)\ncontrols or has the right to control, (ii) is controlled by, or (iii) is under\ncommon control with the other specified corporation, partnership or other\nentity.\n\n\n                                     - 26 -\n   30\n                                   ARTICLE 15\n\n                                  MISCELLANEOUS\n\n         15.1 Entire Agreement. This Agreement contains the entire agreement\nbetween the parties respecting the matters herein set forth and supersedes all\nprior agreements between the parties hereto respecting such matters.\n\n         15.2 Bind and Inure. Subject to Article 14 hereof, the rights, duties\nand obligations of the parties to this Agreement shall be binding upon and inure\nto the benefit of the respective successors and permitted assigns of such\nparties.\n\n         15.3 Amendment. This Agreement may not be amended or modified except by\nan instrument in writing and signed by all parties hereto.\n\n         15.4 Governing Law; Waiver of Jury Trial. This Agreement shall be\ngoverned and construed in accordance with the laws of the State of New York.\nEach party hereto waives the right of trial by jury in any action brought in\nconnection with this Agreement.\n\n         15.5 Headings. The headings used in this Agreement are for convenience\nonly and are not to be considered in connection with the interpretation or\nconstruction of this Agreement.\n\n         15.6 No Waiver. The failure of any party to seek redress for violation\nof, or to insist upon the strict performance of, any covenant, agreement,\nprovision or condition of this Agreement shall not constitute a waiver thereof\nnor prevent any subsequent act, which would have originally constituted a\nviolation, from having all the force and effect of an original violation.\n\n         15.7 Counterparts. This Agreement may be executed in several\ncounterparts, each of which shall be an original of this Agreement, but all of\nwhich, taken together, shall constitute one and the same agreement.\n\n         15.8 Other Interests. Subject to the limitations set forth in Section\n4.5 hereof, any party may, individually or with others, be engaged with respect\nto, or possess an interest in, any other projects and ventures of any kind or\nnature, whether or not competitive with the Projects, and the other parties\nshall not, by virtue of this Agreement, have any rights to any such project or\nany income, profits or compensation derived therefrom.\n\n         15.9 Non-Recourse. Developer hereby agrees that in no event shall\nEdison have any liability for amounts due and owing the architect, engineers,\ncontractor or others with whom or which Developer may enter into contracts in\naccordance with this Agreement except to the extent, if any, that Edison elects\n(in its sole discretion) in writing to guaranty the obligations under such\ncontract(s). In addition, Developer shall neither assert nor seek to enforce any\nclaim for breach of this Agreement, for any default by Edison or any Charter\nHolder under this Agreement, or otherwise directly or indirectly as a result of\nor incident to this Agreement against any party who at any time is or has been\nan officer, trustee, director, partner, beneficiary, joint venturer, member,\nagent, stockholder or other principal of Edison or such Charter Holder. In no\nevent shall any of the officers, trustees, directors, partners, beneficiaries,\njoint venturers,\n\n\n                                     - 27 -\n   31\nmembers, agents, stockholders or other principals, disclosed or undisclosed, of\nEdison or any Charter Holder ever be liable for any such liability.\n\n         15.10 Confidentiality. Each party to this Agreement, including, as to\neach Project, the applicable Charter Holder agree that it will not disclose any\noral or written information about the transactions contemplated herein to anyone\nwithout the prior written approval of the other parties hereto involved in such\ntransactions except as may be required by law. After termination of this\nAgreement as to any Project(s), Developer shall return to Edison or the\napplicable Charter Holder(s) any documents and written information produced by\nand belonging to the Charter Holder(s) or Edison related to such Project(s) in\nthe possession of the Developer or its attorneys, agents or other consultants\nand Edison or the applicable Charter Holder(s) shall return to the Developer any\ndocuments and written information produced by and belonging to Developer related\nto such Project(s) in the possession of Edison of such Charter Holder(s) or\ntheir respective attorneys, agents or other consultants. The provisions of this\nSection 15.10 shall survive the cancellation or termination of this Agreement.\n\n         15.11 Exhibits. The exhibits listed below are hereby attached hereto\nand incorporated herein:\n\n\n         Exhibit A - Agency Agreement\n\n\n         Exhibit B - Existing Project and Remaining Development Fees Payable\n                     Therefor\n\n\n         Exhibit C - Personnel Hourly Rates\n\n\n         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted as of the date first above written.\n\nEDISON SCHOOLS INC.\n\n\nBy:__________________________\nIts:\n\n\nKSIXTEEN LLC\n\nBy: _________________________\nIts:\n\n\n                                     - 28 -\n   32\n                                    EXHIBIT A\n\n\n                                AGENCY AGREEMENT\n\n\n\n                                     - 29 -\n   33\n                                    EXHIBIT B\n\n\n                         EXISTING PROJECT AND REMAINING\n                        DEVELOPMENT FEES PAYABLE THEREFOR\n\n\n\n1.       Schomburg Charter School, Jersey City, NJ $210,000 payable upon closing\n         of financing\n\n2.       Milwaukee Academy of Science, Milwaukee, WI $195,000 payable upon\n         closing of Phase I financing $117,000 payable upon lease execution\n         $117,000 payable upon closing of Phase II financing\n\n3.       Renaissance Academy-Edison Charter School, Phoenixville, PA $185,000\n         payable upon closing of financing\n\n4.       Rochester Charter School of Science and Technology, Rochester, NY\n         $195,000 payable upon closing of Phase I financing $60,000 payable upon\n         closing of Phase II financing\n\n5.       Edison-Friendship Public Charter School $249,000 payable upon closing\n         of Phase II financing\n\n6.       Detroit YMCA $90,000 payable upon closing of financing\n\n\n                                     - 30 -\n   34\n                                    EXHIBIT C\n\n\n                             PERSONNEL HOURLY RATES\n\n\n                      Chief Executive Officer   $200\/hour\n                      Senior Vice President     $175\/hour\n                      Vice President            $150\/hour\n                      Director                  $125\/hour\n                      Manager                   $100\/hour\n                      Senior Associate          $75\/hour\n                      Associate                 $50\/hour\n                      Analyst                   $35\/hour\n                      Support staff             $30\/hour\n\n\n                                     - 31 -\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42539","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42539","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42539"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42539"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42539"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42539"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}