corcoran unified school district regular...

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CORCORAN UNIFIED SCHOOL DISTRICT REGULAR BOARD MEETING January 12, 2016 6:00 P.M. CALLTO ORDER Robert Alcorn, President of the Board, called the regular meeting of the Corcoran Unified School District Board of Trustees to order at 6:00 p.m. in the Board Room of the Administration Office. TRUSTEES PRESENT/ABSENT Trustees present were Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth and Robert Alcorn. OTHERS PRESENT Others present were Rich Merlo, Pamela Dihel, Steve Berry, Dave Whitmore, Antonia Stone, Lora Cartwright, Mike Anderson, Mary Taylor, Keith Airheart, Elizabeth Mendoza, Marty Raeber, Jeannine Robinson, Pearl Prins, Ian McDonald, Susan Calhoun, Arnoldo Villanueva, Fabian Nuñez and family, Mya Gallegos and family, Enaliesse Burnias and family, Carlos Perez, Bradley Cooper, Jaqui Condoll, Demario Ortega, Marc Navarro, Juan Hidalgo, Norman Mana, Isaac Butler, Victor Avila, Joe Jimenez, Alexi Ramos, Miguel Solorio, Zackery Cardenas, Julia Avila, Jeanette Todd and Donnetta Murray PLEDGE OF ALLEGIANCE President Alcorn welcomed those present and led in the flag salute. APPROVAL OF AGENDA The Board voted to approve the agenda for the Regular Board Meeting of January 12, 2016. Motion: Karen Frey Second: Bobby Toney Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn CUSD STARS PRESENTATION Superintendent Rich Merlo introduced and presented certificates to the Second Quarter CUSD Student Stars: Fabian Nuñez, Bret Harte Elementary School; Mya Gallegos, John C. Fremont Elementary School; Enaliesse Burnias, Mark Twain; Carlos Perez; John Muir Middle School; and Arnoldo Villanueva, Corcoran High School. Jessica Franco, Kings Lake Education Center, was unable to attend. CONSENT AGENDA ITEMS The Board voted to approve the following consent agenda items: 1. Approved the minutes of the Regular Board Meeting of December 8, 2015 2. Approved the minutes of the Organizational Board Meeting of December 8, 2015 3. Signed the minutes of the Regular Board Meeting of November 24, 2015 4. Purchase Order Numbers 160854 - 160961 5. Warrant register for December 4, 2015 for $690,527.16 December 11, 2015 for $489,013.54 December 18, 2015 for $182,447.85 6. Contract with Troxell for School Asset Manager License Fee and One-Time Setup Fee for $7,128.00 7. Williams Uniform Complaints Quarterly Reports for First and Second Quarters (July-Sept./Oct.- Dec.) 8. Staff Development a. For District staff Lisa Coleman, Candace Rea-Rodrigues, Angela Schalde, John Arriola, Jari Stokes, Valerie Montejano, Dave Whitmore, Sarah Howard, Brett Miller, Gonzalo Solis, Roberta Andrada, Mandi Powell, Dory Pearce, Mel Parker, Joan Tumaque, Leanne

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Page 1: CORCORAN UNIFIED SCHOOL DISTRICT REGULAR ...toolbox1.s3-website-us-west-2.amazonaws.com/site_0681/...January 12, 2016 6:00 P.M. CALLTO ORDER Robert Alcorn, President of the Board,

CORCORAN UNIFIED SCHOOL DISTRICT REGULAR BOARD MEETING

January 12, 2016 6:00 P.M.

CALLTO ORDER

Robert Alcorn, President of the Board, called the regular meeting of the Corcoran Unified School District Board of Trustees to order at 6:00 p.m. in the Board Room of the Administration Office. TRUSTEES PRESENT/ABSENT Trustees present were Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth and Robert Alcorn. OTHERS PRESENT Others present were Rich Merlo, Pamela Dihel, Steve Berry, Dave Whitmore, Antonia Stone, Lora Cartwright, Mike Anderson, Mary Taylor, Keith Airheart, Elizabeth Mendoza, Marty Raeber, Jeannine Robinson, Pearl Prins, Ian McDonald, Susan Calhoun, Arnoldo Villanueva, Fabian Nuñez and family, Mya Gallegos and family, Enaliesse Burnias and family, Carlos Perez, Bradley Cooper, Jaqui Condoll, Demario Ortega, Marc Navarro, Juan Hidalgo, Norman Mana, Isaac Butler, Victor Avila, Joe Jimenez, Alexi Ramos, Miguel Solorio, Zackery Cardenas, Julia Avila, Jeanette Todd and Donnetta Murray PLEDGE OF ALLEGIANCE President Alcorn welcomed those present and led in the flag salute. APPROVAL OF AGENDA The Board voted to approve the agenda for the Regular Board Meeting of January 12, 2016. Motion: Karen Frey Second: Bobby Toney

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

CUSD STARS PRESENTATION Superintendent Rich Merlo introduced and presented certificates to the Second Quarter CUSD Student Stars: Fabian Nuñez, Bret Harte Elementary School; Mya Gallegos, John C. Fremont Elementary School; Enaliesse Burnias, Mark Twain; Carlos Perez; John Muir Middle School; and Arnoldo Villanueva, Corcoran High School. Jessica Franco, Kings Lake Education Center, was unable to attend. CONSENT AGENDA ITEMS The Board voted to approve the following consent agenda items:

1. Approved the minutes of the Regular Board Meeting of December 8, 2015 2. Approved the minutes of the Organizational Board Meeting of December 8, 2015 3. Signed the minutes of the Regular Board Meeting of November 24, 2015 4. Purchase Order Numbers 160854 - 160961 5. Warrant register for December 4, 2015 for $690,527.16 December 11, 2015 for $489,013.54 December 18, 2015 for $182,447.85 6. Contract with Troxell for School Asset Manager License Fee and One-Time Setup Fee for

$7,128.00 7. Williams Uniform Complaints Quarterly Reports for First and Second Quarters (July-Sept./Oct.-

Dec.) 8. Staff Development

a. For District staff Lisa Coleman, Candace Rea-Rodrigues, Angela Schalde, John Arriola, Jari Stokes, Valerie Montejano, Dave Whitmore, Sarah Howard, Brett Miller, Gonzalo Solis, Roberta Andrada, Mandi Powell, Dory Pearce, Mel Parker, Joan Tumaque, Leanne

Page 2: CORCORAN UNIFIED SCHOOL DISTRICT REGULAR ...toolbox1.s3-website-us-west-2.amazonaws.com/site_0681/...January 12, 2016 6:00 P.M. CALLTO ORDER Robert Alcorn, President of the Board,

Shellhamer, Patricia Jacobsma, Lora Cartwright, Elizabeth Mendoza and J.J. Albert to the CUE Conference to be held Wednesday through Saturday, March 16-19, 2016 in Palm Springs. Requested use of three vans and other expenses to be paid by Educator Effectiveness Funds.

b. For Superintendent Rich Merlo to the Apple Leadership and Learning Event to be held Monday and Tuesday, February 22 and 23, 2016 in Riverside, to be paid by Apple Computer.

c. For Superintendent Rich Merlo to the ACSA Superintendents’ Symposium to be held Wednesday to Friday, January 27-29, 2016 in Monterey, to be paid by Staff Development funds.

d. For High School staff Alisa Gomez, Isaias Ramirez and Belinda Duran to the Health, Science and Medical Technology Industry Sector Summit to be held Tuesday, January 19, 2016 in Visalia, to be paid by Perkins funds and KCOE (for Belinda Duran).

e. For High School staff Antonia Stone, Evelyn Albert, Tiffany Vera and Crystal Salinas to the Tulare County Literacy Symposium to be held Friday, March 4, 2016 in a Tulare County location TBA, to be paid by Site funds.

f. For High School staff Antonia Stone, Evelyn Albert and Tiffany Vera to the Long Term English Learners Workshop to be held Monday, June 13, 2016 in Visalia, to be paid by Site funds.

9. Student Trips a. A trip for 24 High School Academic Decathlon Team members, Advisor Mike Pankratz and

two staff members to the Kings County Academic Decathlon to be held Saturdays January 30 and February 6, 2016 in Lemoore. Requested use of three vans and other expenses to be paid by Site funds.

b. A trip for 16 High School Poetry Club members and advisors Crystal Salinas and Angelica Ceja to the Writers Workshop and Christine Poreba Poetry Reading to be held Friday, February 26, 2016 at California State University-Fresno. Requested use of two vans and other expenses to be paid by Poetry Club.

Motion: Karen Frey Second: Mary Wadsworth Roll Call Vote: AYES: Karen Frey, Bobby Toney, Mary Wadsworth, Robert Alcorn ABSTAIN: Patty Robertson

HIGH SCHOOL REPORT Corcoran High School ASB representative Julia Avila informed the Board that ASB has set a goal this year to raise school spirit and they are doing a really good job of it. It was evident at a recent rally for the wrestling and basketball teams. ASB is bringing back the Panther News. It became defunct spring semester of last year. Advisor Kellen DeVaney suggested ASB take over the project and the group agreed. They will begin filming and the news will be sent out by email to all first period teachers. Other events are the Pennies for Patients fundraiser for Leukemia. It will be a class competition amongst the intervention classes. SUPERINTENDENT’S REPORT New District Office Employee: Mr. Merlo asked CBO Pamela Dihel introduce Jeannine Robinson to the Board. Jeannine is the District’s new Account Clerk/Assets Analyst. The Board welcomed her to the District. Principal’s Summit: Mr. Merlo advised the Board that the Principal Summits will be taking place soon. It is a time where principals spend a dedicated amount of time to share how their schools are progressing. It provides a benchmark on how the schools are doing. He added that it has become a professional learning community amongst the administrators so they can learn from one another and see how their goals are coming along. Coach Doug White: Mr. Merlo noted that Girls Basketball Coach Doug White is nearing becoming the Valley’s girls’ basketball coach with the most wins. There will be a rally and presentation after he attains that honor. They will be contacting former players and inviting them to be part of the celebration. Mr. Merlo added that the District is really proud of him.

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Education Elements Proposal: Mr. Merlo advised the Board that Education Elements is the company that provided fellowship for Personalized Learning. They are working with other districts in the nation and helped the District’s leadership team know what personalized learning is all about. They assisted the District administrators at the conference in New Jersey. The proposal is for the company to provide their expertise in what personalized learning should be in Corcoran and help to make it systemic in the classrooms. The cost will be about $36,000. Mr. Merlo did not want the fellowship to be in limbo, but to take it to the next level. He added that the District is ready now for the next step. BOARD OF TRUSTEE REPORTS Trustee Bobby Toney reported that he had attended the choir concert and that the students were raising money. He questioned why they were raising funds. CHS Principal Antonia Stone stated she believed it was for a field trip. Trustee Karen Frey said that the KCSBA President’s Dinner will be held either March 7 or 14. The group has not yet confirmed where it is going to be held. CFA REPORT CSEA REPORT INTERDISTRICT APPROVED FOR LEBER The Board voted to approve an interdistrict agreement for David Leber III, second grade, to attend Martin Luther King School in Hanford Elementary School District through June 30, 2016. Motion: Karen Frey Second: Patty Robertson

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

FIRST HEARING OF BP 6152.1 – PLACEMENT IN MATHEMATICS COURSES The Board held the first hearing of Board Policy 6152.1 – Placement in Mathematics Courses. FREY CHOSEN AS KCSBA REP Mary Wadsworth nominated Karen Frey and the Board voted to approve appointing Mrs. Frey as a representative to the Kings County School Board Association. Motion: Mary Wadsworth Second: Robert Alcorn

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

RESOLUTION NO. 1174 – INFORMAL BIDDING PROCEDURES The Board voted to approve Resolution No. 1174 – Informal Bidding Procedures. Motion: Mary Wadsworth Second: Karen Frey

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

RESOLUTION NO. 1175 – KINGS COUNTY FINANCE STATEMENT The Board voted to approve Resolution No. 1175 – Kings County Director of Finance’s Statement of Investment Policy and Delegating Investment Authority to the Kings County Director of Finance. Motion: Bobby Toney Second: Mary Wadsworth

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

RESOLUTION NO. 1176 – EDUCATON PROTECTION ACCOUNT The Board voted to approve Resolution No. 1176 – 2015-2016 Education Protection Account. Motion: Karen Frey Second: Bobby Toney

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Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

PERSONNEL ASSIGNMENT ORDER 2015-16 #10

The Board voted to approve Personnel Assignment Order 2015-16 #10. Motion: Mary Wadsworth Second: Patty Robertson

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

ADDED TIME FOR SIGN LANGUAGE INTERPRETER’S HOURS

The Board voted to approve ratification of the Recommendation of the District Superintendent Concerning Addition of Particular Kinds of Service: Increase one (1) 0.72 FTE to 0.75 FTE, 6 hours/180 days, Sign Language Interpreter. Motion: Karen Frey Second: Bobby Toney

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

MEETINGS

1. Technology Sub-Committee Meeting on Thursday, January 21, 2016 at 3:30 p.m. in the Tech Building

2. Regular Board Meeting on Tuesday, January 26, 2016 at 6 p.m. in the Board Room 3. Curriculum Sub-Committee Meeting on Thursday, January 28, 2016 at 3:30 p.m. in the Board

Room 4. Regular Board Meeting on Tuesday, February 9, 2016 at 6 p.m. in the Board Room

THE BOARD ADJOURNED FOR CLOSED SESSION at 6:41 p.m. CLOSED SESSION Mr. Alcorn returned the Board meeting to open session at 7:28 p.m. He announced out that: EXPULSIONS

1. The Board voted to approve the expulsion of EH 2015-16/04 for the remainder of the Fall 2015 and Spring 2016 semesters and then suspend the expulsion with placement at Corcoran Academy. Counseling is recommended. A rehabilitation plan was set with provisional readmission date of August 1, 2016.

2. The Board voted to approve the expulsion of EH 2015-16/05 for the remainder of the Fall 2015 and Spring 2016 semesters with placement at Kings Community School in Hanford. Transportation to and from school is the parent’s responsibility. Counseling is recommended. A rehabilitation plan was set with provisional readmission date of August 1, 2016.

Motion: Karen Frey Second: Bobby Toney Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

ADJOURNMENT WAS AT 7:29 p.m. Motion: Mary Wadsworth Second: Bobby Toney

Roll Call Vote: AYES: Karen Frey, Patty Robertson, Bobby Toney, Mary Wadsworth, Robert Alcorn

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CORCORAN UNIFIED SCHOOL DISTRICT UPDATED JANUARY, 2016

PAGE 1

District Foundational Philosophy

Non negotiables:

Respect for everyone at all times

Every Corcoran student can and should learn See students as they could be; not as they are Leadership is about influence, not titles Student achievement is more than our occupation; it is a moral obligation Principle and Policy over Patronizing and Privilege Students should never be left out of the equation

Every student deserves an advocate

People are supportive and appreciative when they are part of the process

School BoardMission & VisionBoard Adopted Mission Vision, Philosophy and Goals for 2015-2016

Vision:Become a Destination District where people are drawn to Corcoran due to the quality, reputation

and accomplishments of our schools students.

BOARD PRIORITIES:

1. Continue improvement of an effective instructional program for all students.

2. Maintain a safe and secure environment for students and staff with high expectations for appropriate student behavior/discipline.

3. Ensure financial stability while supporting all District operations and providing a

balance between revenues and expenditures.4. Provide comprehensive opportunities for overall student development in character, citizenship, vocations, student activities, and athletics.

5. Maintain a competent and well-trained staff in all areas of District operations.

Mission: We are relentless in creating an environment for

all to improve mind, character and body.

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CORCORAN UNIFIED SCHOOL DISTRICT UPDATED JANUARY, 2016

PAGE 2

A DESTINATION DISTRICT IS . . .

• Where students perform at a high academic achievement level; where there is daily access to the best and most modern tools and learning resources including a variety of relevant course offerings; where students produce high quality academic work, passing rigorous, challenging courses; where all students are prepared for success beyond high school with effective critical thinking skills and a majority of students are fully prepared for four year colleges.

• Where facilities are secure, safe, well kept, well maintained and aesthetically pleasing; where there is state of the art technology, continued progress in modernization, prompt repair and maintenance with a focus on safe, clean and attractive facilities.

• Where there is a safe, planned, positive atmosphere due to friendly, cooperative, inviting and responsive staff; where there are motivated and engaged students and staff carrying a sense of pride and belonging; a sense of ownership in our programs along with a personal and collective responsibility for the achievement, welfare and conduct of everyone.

• Where the quality of character, of personal integrity and standards of excellence are modeled, taught and emphasized; where service for students, parents and community are the focus, and building capacity for personal vision and mission is part of the daily culture and expectation.

• Where high standards and expectations are the norm inside and outside the classroom; where there is wide practice in the use of innovative, powerful strategies and 21st Century learning tools; where there is a sense of urgency in meeting the needs of students who may fall behind with the perspective there are possibilities and opportunities to succeed beyond the limitations and challenges facing students today.

"Look at a man the way that he is, he only becomes worse. But look at him as if he were what he could be, and

then he becomes what he should be."GOETHE

BOARD/SUPERINTENDENT GOALS 2016

“There are countless ways of attaining greatness, but any road to reaching one's maximum potential

must be built on a bedrock of respect for the individual, a

commitment to excellence, and a rejection of mediocrity.”

Buck Rodgers

Academic Growth Safety Parent Communication

SBAC 10% Facility Improvements 20% Parentlink Communications

Reading @ Grade Level or One Year’s Growth

Attendance 97% 20% Participation in School Events, Trainings

Grad Rate 92% Decrease Suspensions 10%

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CUSD Vision

Become a

Destination D

istrict

where

people a

re draw

n to Corc

oran due t

o the

quality,

reputat

ion an

d accom

plishments

of our sc

hools.

We are relentless in creating an

environment for all to improve mind,

character and body.

#1. Raise Student Achievement for All Students

#2. 21st Century Learning Skill Mastery for

All Students

#3. Ensure Safe Environment

Good First Teaching (Direct Instruction, Kagan Structures) & Project Based Learning

PBIS (Positive Behavioral Intervention & Supports)

Collaborative Improvement (PLC’s, Instructional Rounds) Facility Master Plan

RTI (Response to Intervention), Data Driven Improvement, Growth Mindset

College/Career Ready/Extracurricular/Athletics/

students

Competitive Attitude Respect EnthusiasmResponsibilityC A R E R

We constantly strive to be better rising above mediocrity and aiming toward excellence.

. . . is everything! Life is 10% what happens to us and 90% how we react to it.

We respect everyone at all times regardless of anyone else’s behavior or attitude.

We take responsibility for student learning so students end up being responsible for their own.

. . . is a force multiplier to our work and student learning. Cynicism & Apathy have no place in schools.

CUSD Mission

Quality

TeamworkT

. . . leverages our talents and efforts far beyond what any of us can do in isolation.

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INSTRUCTION BP 6152.1 Placement in Mathematics Courses

Page 1 of 2

Policy proposed: January 26, 2016 CORCORAN UNIFIED SCHOOL DISTRICT

The Governing Board believes that a sound educational program must include the study of subjects that prepare students for admission to higher education and/or a fulfilling career. To the extent possible, district students shall be provided an opportunity to complete a sequence of mathematics courses recommended for admission into the University of California and California State University systems.

(cf. 6141.5 - Advanced Placement) (cf. 6142.92 - Mathematics Instruction) (cf. 6143 - Courses of Study) (cf. 6146.1 - High School Graduation Requirements)

The Superintendent or designee shall work with district teachers, counselors, and administrators and the representatives of feeder schools to develop consistent protocols for placing students in mathematics courses offered at district high schools. Such placement protocols shall systematically take into consideration multiple objective academic measures that may include, but are not limited to, interim and summative assessments, placement tests that are aligned to state-adopted content standards in mathematics, classroom assignment and grades, and report cards.

(cf. 5121 - Grades/Evaluation of Student Achievement) (cf. 6162.5 - Student Assessment) (cf. 6162.51 - State Academic Achievement Tests)

Students shall be enrolled in mathematics courses based on the placement protocols. No student shall repeat a mathematics course which he/she has successfully completed based on the district's placement protocols.

When a student does not qualify to be enrolled in a higher level mathematics course based on a consideration of the objective measures specified in the placement protocols, he/she may nevertheless be admitted to the course based on the recommendation of a teacher or counselor who has personal knowledge of the student's academic ability.

The placement protocols shall specify a time within the first month of the school year when students shall be reevaluated to ensure that they are appropriately placed in mathematics courses and shall specify the criteria the district will use to make this determination. Any student found to be misplaced shall be promptly placed in the appropriate mathematics course.

Within 10 school days of an initial placement decision or a placement decision upon reevaluation, a student and his/her parent/guardian who disagree with the placement of the student may appeal the decision to the Superintendent or designee. The Superintendent or designee shall decide whether or not to overrule the placement determination within 10 school days of receiving the appeal. The decision of the Superintendent or designee shall be final.

(cf. 5123 - Promotion/Acceleration/Retention)

District staff shall implement the placement protocols uniformly and without regard to students' race, sex, gender, nationality, ethnicity, socioeconomic background, or other subjective or discriminatory consideration in making placement decisions.

(cf. 0410 - Nondiscrimination in District Programs and Activities)

The Superintendent or designee shall ensure that all teachers, counselors, and other district staff responsible for determining students' placement in mathematics courses receive training on the placement protocols.

(cf. 4131 - Staff Development)

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INSTRUCTION BP 6152.1 Placement in Mathematics Courses

Page 2 of 2

Policy proposed: January 26, 2016 CORCORAN UNIFIED SCHOOL DISTRICT

Prior to the beginning of each school year, the Superintendent or designee shall communicate the district's commitment to providing students with the opportunity to complete mathematics courses recommended for college admission, including approved placement protocols and the appeal process, to parents/guardians, students, teachers, school counselors, and administrators.

This policy and the district's mathematics placement protocols shall be posted on the district's web site. (Education Code 51224.7)

(cf. 1113 - District and School Web Sites)

Annually, the Board and the Superintendent or designee shall review student data related to placement and advancement in the mathematics courses offered at district high schools to ensure that students who are qualified to progress in mathematics courses based on their performance on objective academic measures are not held back in a disproportionate manner on the basis of their race, ethnicity, gender, or socioeconomic background. The Board and Superintendent shall also consider appropriate recommendations for removing any identified barriers to students' access to mathematics courses.

(cf. 0500 - Accountability)

Legal Reference:

EDUCATION CODE 200-262.4 Prohibition of discrimination 48070.5 Promotion and retention; required policy 51220 Areas of study, grades 7-12 51224.5 Completion of Algebra I or Mathematics I 51224.7 California Mathematics Placement Act of 2015 51225.3 High school graduation requirements 51284 Financial literacy 60605 State-adopted content and performance standards in core curricular areas 60605.8 Common Core standards Management Resources: CSBA PUBLICATIONS Math Misplacement, Governance Brief, September 2015 Governing to the Core, Governance Briefs CALIFORNIA DEPARTMENT OF EDUCATION PUBLICATIONS Mathematics Framework for California Public Schools: Kindergarten Through Grade Twelve, 2013 California Common Core State Standards: Mathematics, January 2013 COMMON CORE STATE STANDARDS INITIATIVE PUBLICATIONS Appendix A: Designing High School Mathematics Courses Based on the Common Core State Standards LAWYERS' COMMITTEE FOR CIVIL RIGHTS OF THE SAN FRANCISCO BAY AREA (LCCR) Held Back - Addressing Misplacement of 9th Grade Students in Bay Area School Math Classes WEB SITES CSBA: http://www.csba.org California Department of Education: http://www.cde.ca.gov Common Core State Standards Initiative: http://www.corestandards.org/math Lawyers' Committee for Civil Rights of the San Francisco Bay Area (LCCR): http://www.lccr.com

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Master Services Agreement (“MSA”)

(Rev.032515) Educational Elements, Inc. Confidential Page 1 of 5

THIS MASTER SERVICES AGREEMENT (“MSA”) SETS FORTH

THE STANDARD TERMS APPLICABLE TO ALL SERVICES

PROVIDED BY EDUCATION ELEMENTS, INC.

(“EDELEMENTS”). YOU SHOULD CAREFULLY READ THE

TERMS OF THE MSA BEFORE SIGNING A SERVICE ORDER.

BY SIGNING A SERVICE ORDER, YOU (“CUSTOMER”)

CONFIRM THAT YOU HAVE READ AND ACCEPT THIS MSA.

NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL

TERMS YOU MAY REFERENCE OR PROVIDE, EDELEMENTS’

OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO

AN AGREEMENT WITH YOU WITH RESPECT TO

EDELEMENTS' PLATFORM AND SERVICES IS EXPRESSLY

LIMITED TO THIS MSA AND CONDITIONED ON YOUR

ASSENT HERETO.

1 Definitions

1.1 “Authorized User” means personnel directly employed by the

Customer, teachers or school administrators at designated Customer

Site, or teacher, students enrolled at the Customer or consultants

working for Customer that have (i) been assigned by EdElements or

Customer a unique username-password to access and use the

Subscription Services, (ii) registered on-line to access and use the

Subscription Services and (iii) agreed to comply with the terms and

conditions of this MSA. The maximum number of Authorized Users is

set forth in the applicable Service Order.

1.2 “Content” means the third party content identified in the

applicable Service Order that can be accessed by Authorized Users

through the Platform under this Agreement.

1.3 “Customer Data” means the data provided or made available by

Customer and/or Authorized Users to EdElements through the Service,

including, but not limited to, user profile information and student

academic and performance data.

1.4 “Customer Site” means Customer’s site identified in the

applicable Service Order where Authorized Users are allowed to access

the Subscription Services.

1.5 “Feedback” means any feedback, comments, proposals and

suggestion for improvements or changes relating to the Subscription

Services.

1.6 “include/including” means include but not limited to /

including without limitation.

1.7 “Intellectual Property Rights” means patents, utility models,

and applications therefore and all renewals, extensions, provisionals

and continuations thereof, and all other rights in inventions and

discoveries whether registered or not (including rights in invention

disclosures); rights associated with trade secrets, confidential

information, know how; trade names, logos, trade dress, trademarks

and service marks, trademark and service mark registrations, trademark

and service mark Platform; Internet domain name Platform and

registration; copyrights, copyright registrations and Platform therefore;

and any similar or equivalent rights to any of the foregoing whether

registered or not.

1.8 “Platform” means EDELEMENTS’ learning platform that

provides Authorized Users with a single point of access to content from

multiple third party providers, as described in the applicable Service

Order.

1.9 “Service” means the Subscription Services, the Setup Services

and any other services performed by EdElements for Customer

pursuant to the applicable Service Order.

1.10 “Setup Services” has the meaning set forth in the applicable

Service Order.

1.11 “Subscription Services” means the remote access and use of the

Platform and the Content by Authorized Users from the Customer Site.

1.12 “Subscription Duration” shall be specified in the applicable

Service Order, and starts on the Subscription Start Date as defined in

the Service Order.

1.13 “Service Order” means the order issued by Customer for

Platform and Services, on EDELEMENTS’ form (“SO”), subject to the

terms and conditions set forth in this MSA.

1.14 “Subscription Start Date” shall be defined in the applicable

Service Order.

1.15 “Services” means, as applicable, the (i) hosting services for

delivery and storage of the Platform and Content (“Hosting Services”),

and/or (ii) professional services as specified in the applicable Service

Order, such as set up, workshop and training, if any (“Professional

Services”).

1.16 “SOW” means a statement of work attached to a Service Order.

1.17 “Term” means the term of the applicable Service Order.

1.18 “Work Product” means reports, logos, designs, documentation,

rubrics, professional development modules, software, databases, data,

inventions, ideas, trademarks, copyrights and all other work products or

intellectual property licensed under the MSA or SO and/or created or

made by or on behalf of EdElements in providing Services to the

Customer.

2 Subscription Services.

2.1 Use of the Subscription Services. Subject to the terms of the

applicable Service Order, EdElements shall provide Customer non-

exclusive access to the Subscription Services during the Term.

Customer shall use the Subscription Services only (i) for Customer’s

internal business purposes, (ii) through Authorized Users, and (iii) for

authorized and legal purposes, consistent with all applicable laws,

regulations and any rights of third parties.

2.2 Restrictions. Customer shall not (i) copy, duplicate, modify or

incorporate in any other work any of the Subscription Services, or (ii)

reverse compile, disassemble or reverse engineer the Platform or any

parts of it, or allow any third party to do so. Except with

EDELEMENTS’ prior written consent, access to the Subscription

Services does not include: (i) any use of any software other than the

Platform, (ii) permission for Customer to use the Platform with content

not listed in the applicable Service Order, (iii) permission for Customer

to rent, lease, or provide access to the Subscription Services on a time-

share or service bureau basis, or otherwise make the Subscription

Services available to persons not being Authorized Users.

3 Set-up and Professional Services. Subject to the terms of this

MSA, EdElements shall use commercially reasonable efforts to provide

to Customer the data migration, configuration and integration services

described in the applicable Service Order (“Setup Services”).

4 Content. The access and use of any Content by Customer and/or

Authorized Users is subject to the terms of any applicable third party-

licenses. If Customer requests the addition or substitution of any

content, EdElements and Customer shall discuss in good faith the terms

of such addition or substitution, which shall be conditioned on the

parties executing a written amendment to the applicable Service Order,

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Master Services Agreement (“MSA”)

(Rev.032515) Educational Elements, Inc. Confidential Page 2 of 5

provided that in no event shall Customer be entitled to a refund for fees

previously paid for Content that is removed from the applicable Service

Order.

5 Maintenance and Support Services.

5.1 Facilities. EdElements shall plan, provide, maintain, operate

and manage its data processing facilities as necessary to provide the

Subscription Services to Customer.

5.2 System and Application Changes. EdElements reserves the

right, as reasonably necessary or convenient for EDELEMENTS’ own

purposes or to improve the quality of Service to Customer, to change

rules of operation, Customer identification procedures, types of

equipment utilized by EdElements at its data processing facility, system

interfaces, operating and other system and network software, utilities,

and database software, and to implement enhancements or updates to

the Subscription Services.

5.3 System Maintenance. EdElements shall provide maintenance

for the Subscription Services to Customer in accordance with its

normal maintenance schedules and procedures, as modified from time

to time during the Term. Customer acknowledges that the Subscription

Services shall be inaccessible during periods of maintenance.

5.4 Support and Service Level Agreement. EdElements shall

provide help desk assistance to Customer from 4:00 AM to 5:00 PM

Pacific Time, Monday through Friday, except when EdElements is

closed due to national holidays. EdElements will make every effort to

respond to all issues within two hours of receipt.

5.5 Data Maintenance and Backup Procedures. Customer agrees

that EdElements has the sole right to maintain and update the

Subscription Services. In connection with such maintenance and

update, Customer shall test and/or assist EdElements in testing the

consistency and completeness of Subscription Services as EdElements

reasonably requests. EdElements shall follow the same archival

procedures for Customer Data as EdElements employs for its own data,

as modified from time to time, in EDELEMENTS’ discretion, during

the Term. IN THE EVENT OF ANY LOSS OR DAMAGE TO

CUSTOMER DATA, CUSTOMER’S SOLE AND EXCLUSIVE

REMEDY SHALL BE FOR EDELEMENTS TO USE

COMMERCIALLY REASONABLE EFFORTS TO REPLACE OR

RESTORE THE LOST OR DAMAGED DATA FROM THE LATEST

BACKUP OF SUCH DATA WHICH EDELEMENTS HAS

MAINTAINED IN ACCORDANCE WITH ITS STANDARD

ARCHIVAL PROCEDURES.

6 Customer Obligations.

6.1 Cooperation and Assistance. As a condition precedent to

EDELEMENTS’ obligations hereunder, Customer shall (i) provide

EdElements access to its facilities as necessary or convenient to

facilitate EDELEMENTS’ performance of the Services, (ii) provide

EdElements with full, good faith cooperation, assistance and such

information as may be reasonably requested by EdElements in order to

render the Services, and (iii) timely and fully carry out all other

Customer responsibilities set forth herein. Customer will comply with

the terms of the applicable Statement of Work. Customer

acknowledges that Customer’s timely provision of (and

EDELEMENTS’ access to) Customer facilities, equipment, assistance,

cooperation, and complete and accurate information and data from

Customer’s officers, agents and employees is essential to the

performance of the Professional Services, and that EdElements shall

not be liable for any deficiency in performing the Professional Services

if such deficiency results from Customer’s failure to provide full

cooperation as required hereunder. Cooperation includes, but is not

limited to, designating a project manager to interface with EdElements

during the course of the Professional Services, allocating and engaging

additional resources as may be required to assist EdElements in

performing the Profesional Services.

6.2 Operating Methods, Procedures and Limitations. Customer

shall use the Subscription Services in accordance with any reasonable

policies (including but not limited to, security policies) as may be

established by EdElements and/or its licensors, as set forth in any

materials furnished by EdElements to Customer from time to time. In

addition, Customer shall: (i) supplement or modify its operating

methods and procedures as reasonably required to make effective use

of, and functionally conform to, such policies; and (ii) not alter the

physical appearance of any signage or other EdElements and/or

EDELEMENTS’ licensors branding in any manner without the prior

written consent of EdElements.

6.3 Enforcement. Customer is responsible for all activity occurring

in connection with its use of the Subscription Services. Customer shall

ensure that all Authorized Users comply with this MSA. Customer

shall promptly notify EdElements of any suspected or alleged violation

of this MSA including any unauthorized use of any password or

account or any other known or suspected breach of security. Customer

shall cooperate with EdElements with respect to: (a) investigation by

EdElements of any suspected or alleged violation of this MSA and (b)

any action by EdElements to enforce this MSA. EdElements may

suspend or terminate any Authorized User’s access to the Subscription

Services upon notice to Customer in the event that EdElements

reasonably determines that such Authorized User has violated this

MSA. Customer shall be liable for any violation of this MSA by any

Authorized User.

6.4 Communications and Internet Services. Customer

acknowledges and agrees (i) that the use of the Subscription Services

by Customer is dependent upon access to communications and Internet

services, and (ii) that EdElements has neither responsibility for nor

control of the communication lines used to access the Subscription

Services since such lines are provided by a third party and that the

security of transmissions to and from the Subscription Services is not

the responsibility of EdElements. Customer shall be solely responsible

for acquiring and maintaining all telecommunications and Internet

services and other hardware and software required to access and use the

Subscription Services, including, without limitation, any and all costs,

fees, expenses, and taxes of any kind related to the foregoing.

6.5 Feedback. Customer may, at its option, provide EdElements

with any Feedback relating to the Subscription Services.

7 Term And Termination.

7.1 Term and termination of the MSA. This MSA may be

terminated for convenience by either party upon 90 days prior written

notice to the other, except that it shall remain in effect past such

termination for the remaining term of any Service Order already in

effect at the time of the notice.

7.2 Term of a Service Order. The initial term of a Service Order

shall start on its Subscription Start Date, as indicated in such Service

Order, and ends on the last day of its Subscription Duration. A Service

Order shall automatically renew for subsequent terms equal to twelve

(12)-months, unless either party notifies the other in writing of its intent

not to renew at least 90 days prior to the expiration of the then current

term.

7.3 Termination for breach. Either party may immediately

terminate this MSA and all Service Orders for material breach of this

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(Rev.032515) Educational Elements, Inc. Confidential Page 3 of 5

MSA by the other party if such breach is not cured within 30 days after

written notice thereof. Either party may immediately terminate a

Service Order for material breach by the other party of the specific

terms of such Service Order if such breach is not cured within 30 days

after written notice thereof.

7.4 Termination for insolvency. Either party may terminate this

MSA upon written notice if the other party (i) is unable to pay its debts

when due, (ii) makes any assignment or composition for the benefit of

creditors, (iii) has appointed or suffers the appointment of a receiver or

trustee for its business, property or assets, (iv) files or has filed against

it any petition under the bankruptcy or insolvency laws of any

jurisdiction, or (v) is adjudicated bankrupt or insolvent..

7.5 Rights and Obligations upon Termination. The obligations of

EdElements and Customer in Sections 2.2, 7.5, and 8-13 shall survive

termination or expiration of this MSA. Termination of this MSA shall

not limit either party from pursuing any other remedies available to it,

nor shall termination relieve Customer to pay EdElements for all

Services performed and expenses incurred up through the termination

date. Upon termination, all rights granted to Customer hereunder shall

immediately terminate and each party shall return and make no further

use of equipment, property, materials and other items (and all copies

thereof) belonging to the other party. If requested by Customer no later

than thirty (30) days after termination or expiration, EdElements shall

return to Customer or destroy any Customer Data in its possession.

Customer shall return all EdElements property to EdElements within

ten (10) days. Any expense incurred by EdElements in returning or

disposing of Customer Data or incurred by Customer to return

EdElements property to EdElements shall be borne by Customer.

8 Payment of Fees and Expenses. During the term of this MSA,

Customer shall pay EdElements the fees set forth in the applicable

Service Order. Launch, Setup, Professional Services and other non-

recurring fees shall be invoiced when such Services are requested, or as

outlined in the Service Order. Recurring fees for the first year of the

initial Subscription Duration of a valid Service Order shall be invoiced

upon execution or as outlined in the Service Order. Subsequent

recurring fees shall be invoiced 30 days prior to the start of the

following annual period. All payments to EdElements shall be due net

30 days from date of invoice. Non-payment or late payment of

undisputed fees is a material breach of this MSA. If past due more than

30 days and notified of past due status, Customer shall pay interest on

the overdue balance at the rate of 1.5% per month or the maximum

permitted by law, whichever is less, plus all expenses of collection. All

taxes and other governmental charges (except for income taxes), if any,

imposed on Customer payments hereunder shall be deemed to be in

addition to the fees charged, and borne solely by Customer. In the

event of a conflict in terms between this Section 8 and an applicable

Service Order, the applicable terms of such Service Order shall prevail.

9 Proprietary Rights.

9.1 EdElements. EdElements and/or its licensors own and retain all

right, title and interest in and to (i) the Services (including all software

components of the Platform, the Content and any associated

documentation), (ii) any improvements or modifications to the Services

and related materials, that EdElements, or personnel working for or

through EdElements, may make, conceive or develop, alone or jointly

with others, in the course of performing the Services or as a result of

such Services, and (iii) any Feedback provided by Customer, including,

in each case, all Intellectual Property Rights therein or relating thereto.

Customer hereby assigns to EdElements all of its right, title, and

interest in the Feedback, including all Intellectual Property Rights

therein or relating thereto, and, at EDELEMENTS’ request and

expense, Customer will execute documents and take such further acts

as EdElements may reasonably request to assist EdElements to acquire,

perfect and maintain such Intellectual Property Rights in the Feedback.

The parties agree that, except as expressly stated herein, this MSA does

not grant Customer any rights or licenses in respect of the Services.

Any Work Product is licensed to the Customer for a duration limited by

dates on the Service Order; if there is no Services end-date on the

Service Order, the term shall be limited to 12 months from the effective

date of the Service Order. A license to continued use of these materials

will extend to the new term date when the related Service Order is

renewed in accordance with Section 7.2. This license does not permit

rebranding or distribution of Work Products beyond the licensee.

Notwithstanding the above, any copyrights falling under 34 CFR §

80.34 are not exclusive EdElements' copyrights.

9.2 Customer. EdElements acknowledges that Customer owns all

right, title and interest in and to the Customer Data. Notwithstanding

anything to the contrary herein, Customer hereby grants EdElements

the non-exclusive right to analyze the Customer Data on an aggregate

basis and share with third parties the results of such analysis, for

internal purposes only.

10 Confidentiality.

10.1 Confidential Information. By virtue of this MSA, the parties

may have access to information that is confidential to one another

(“Confidential Information”). For purposes of this MSA, “Confidential

Information” of a party means information, ideas, materials or other

subject matter of such party, whether disclosed orally, in writing or

otherwise, that is provided under circumstances reasonably indicating

that it is confidential or proprietary. Confidential Information includes,

without limitation, the terms and conditions of this MSA; all business

plans, technical information or data, product ideas, methodologies,

calculation algorithms and analytical routines; and all personnel,

customer (including Customer Data, subject to Section 9.2), contracts

and financial information or materials disclosed or otherwise provided

by such party (“Disclosing Party”) to the other party (“Receiving

Party”). Confidential Information does not include that which (a) is

already in the Receiving Party’s possession at the time of disclosure to

the Receiving Party, (b) is or becomes part of public knowledge other

than as a result of any action or inaction of the Receiving Party in

violation of this MSA, (c) is obtained by the Receiving Party from an

unrelated third party without a duty of confidentiality, or (d) is

independently developed by the Receiving Party.

10.2 FERPA. EdElements will access, use, restrict, safeguard and

dispose of all information related to this MSA in accordance with the

Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. §

1232g; 34 CFR Part 99). The Customer acknowledges that

EdElements is considered a “school official” for purposes of providing

services under this MSA.

10.3 Restrictions on Use. The Receiving Party shall not use

Confidential Information of the Disclosing Party for any purpose other

than in furtherance of this MSA and the activities described herein.

The Receiving Party shall not disclose Confidential Information of the

Disclosing Party to any third parties except as otherwise permitted

hereunder. The Receiving Party may disclose Confidential Information

of the Disclosing Party only to those employees, subcontractors or

agents who have a need to know such Confidential Information and

who are bound to retain the confidentiality thereof under provisions

(including, without limitation, provisions relating to nonuse and

nondisclosure) no less restrictive than those required by the Receiving

Party for its own Confidential Information. The Receiving Party shall

maintain Confidential Information of the Disclosing Party with at least

the same degree of care it uses to protect its own proprietary

information of a similar nature or sensitivity, but no less than

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Master Services Agreement (“MSA”)

(Rev.032515) Educational Elements, Inc. Confidential Page 4 of 5

reasonable care under the circumstances. Each party shall advise the

other party in writing of any misappropriation or misuse of

Confidential Information of the other party of which the notifying party

becomes aware.

10.4 Exclusions. Notwithstanding the foregoing, this MSA shall not

prevent the Receiving Party from disclosing Confidential Information

of the Disclosing Party to the extent required by a judicial order or

other legal obligation, provided that, in such event, the Receiving Party

shall promptly notify the Disclosing Party to allow intervention (and

shall cooperate with the Disclosing Party) to contest or minimize the

scope of the disclosure (including application for a protective order).

Further, each party may disclose the terms and conditions of this MSA:

(a) as required by the applicable securities laws, including, without

limitation, requirements to file a copy of this MSA (redacted to the

extent reasonably permitted by applicable law) or to disclose

information regarding the provisions hereof or performance hereunder

to applicable regulatory authorities; (b) in confidence, to legal counsel;

(c) in confidence, to accountants, banks, and financing sources and

their advisors; and (d) in connection with the enforcement of this

Agreement or any rights hereunder.

11 Warranties.

11.1 Subscription Services. EdElements warrants that the quality of

the Subscription Services shall be consistent with generally accepted

industry standards and practices. Upon receipt of written notice from

Customer describing a breach of the foregoing warranty in reasonable

detail, EdElements shall, at EDELEMENTS’ expense, re-perform the

Services described, as Customer’s sole remedy and EDELEMENTS’

sole liability. The foregoing warranty does not cover the results or

consequences of any accident, abuse, neglect, improper testing,

vandalism, acts of God, or any use of the Subscription Services

contrary to the terms of this Agreement or applicable specifications or

instructions.

11.2 Professional Services. EdElements hereby represents and

warrants to Customer that the Services will be performed in a

professional and workmanlike manner. In the event of a breach of the

warranty set forth in this Section 11.2, EdElements agrees, as

EDELEMENTS’ sole and exclusive obligations and Customer’s sole

and exclusive remedy, to re-perform the Services. If the Company is

unable to re-perform the deficient Services, Customer shall be entitled

to recover the fees paid to EdElements for the deficient Services.

11.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET

FORTH IN THIS MSA, EDELEMENTS MAKES NO

WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH

RESPECT TO THE SERVICE, INCLUDING, WITHOUT

LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NON-INFRINGEMENT. WITHOUT

LIMITING THE FOREGOING, EDELEMENTS DOES NOT

PROVIDE ANY WARRANTIES WITH RESPECT TO ANY THIRD

PARTY CONTENT, AND DOES NOT WARRANT THAT THE

PLATFORM IS COMPATIBLE WITH ANY THIRD PARTY

CONTENT OR SOFTWARE.

12 Limitation Of Liability. EXCEPT FOR BREACH OF

CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL

EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL

DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST

SAVINGS, LOSS OF USE OF THE SOFTWARE AND SERVICES

OR ANY COMPONENT OR SUBPART THEREOF, BUSINESS

INTERRUPTION, OR COST OF SUBSTITUTED FACILITIES,

EQUIPMENT OR SERVICES, OR OTHER ECONOMIC LOSS

ARISING OUT OF BREACH BY THE OTHER PARTY OF ANY OF

ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS

CONTAINED IN THIS AGREEMENT, WHETHER OR NOT SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS

BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT

(INCLUDING STRICT LIABILITY). NOTWITHSTANDING ANY

OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT

SHALL EDELEMENTS’ AGGREGATE LIABILITY TO

CUSTOMER, REGARDLESS OF THE FORM OF CLAIM OR

ACTION, EXCEED AN AMOUNT EQUAL TO THE TOTAL

AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS

AGREEMENT IN THE TWELVE (12)-MONTH PERIOD

PRECEDING THE CLAIM.

13 General.

13.1 Relationship between the Parties. This Agreement shall not be

construed as creating an agency, partnership, joint venture or any other

form of association, for tax purposes or otherwise, between the parties,

and the parties shall at all times be and remain independent contractors.

Except as expressly agreed by the parties in writing, neither party shall

have any right or authority, express or implied, to assume or create any

obligation of any kind, or to make any representation or warranty, on

behalf of the other party or to bind the other party in any respect

whatsoever.

13.2 Force Majeure. Neither party shall be liable hereunder by

reason of any failure or delay in the performance of its obligations

hereunder (except for the payment of money) on account of strikes,

shortages, riots, insurrection, fires, flood, storm, explosions, acts of

God, war, governmental action, labor conditions, earthquakes, material

shortages, or any other cause beyond the reasonable control of such

party.

13.3 Waiver. The waiver by either party of any default or breach of

this Agreement shall not constitute a waiver of any other or subsequent

default or breach. Except for actions for nonpayment or breach of

EDELEMENTS’ proprietary rights in the Services, no action,

regardless of form, arising out of this Agreement may be brought by

either party more than one year after the cause of action has accrued.

13.4 Notices. All notices, including notices of address change,

required to be sent hereunder shall be in writing and shall be deemed to

have been given upon the date sent by confirmed facsimile or three (3)

days following the date such notice was mailed by first class mail, to

the addresses first set forth below. To expedite order processing,

Customer agrees that EdElements may treat documents faxed by

Customer to EdElements as original documents; nevertheless, either

party may require the other to exchange original signed documents.

13.5 Marketing Activities. The parties agree to the following

marketing activities:

(i) EdElements may use Customer’s name or logos in

customer lists on collateral, web sites or media

communications.

(ii) EdElements may issue a press release following the

execution of this Agreement.

(iii) Customer agrees to participate in case studies and

provide quotes for use in marketing materials. EdElements

agrees to obtain customer approvals before public release,

and consent should not be unreasonably withheld.

13.6 Sub-Contractors. EdElements reserves the right to sub-contract

all or any of its obligations under this Agreement, provided such action

shall not relieve EdElements of its obligations hereunder.

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Master Services Agreement (“MSA”)

(Rev.032515) Educational Elements, Inc. Confidential Page 5 of 5

13.7 Assignment. EdElements may freely assign this Agreement.

No right or obligation of Customer under this Agreement may be

assigned, delegated or otherwise transferred, whether by agreement,

operation of law or otherwise, without the express prior written consent

of EdElements, and any attempt to assign, delegate or otherwise

transfer any of Customer’s rights or obligations hereunder, without

such consent, shall be void.

13.8 Successors. This Agreement shall inure to the benefit of the

successors and assigns of EdElements and, subject to the restrictions on

transfer or assignment herein set forth, shall be binding upon Customer

and Customer’s successors and assigns.

13.9 Governing Law. This Agreement and all matters arising out of

or relating to this Agreement shall be governed by the laws of the State

of California, excluding its conflict of law provisions.

13.10 Jurisdiction. Any legal action or proceeding relating to this

Agreement shall be instituted in a federal court in the Northern District

of California or in state court in the County of San Francisco,

California. EdElements and Customer irrevocably agree to submit to

the jurisdiction of, and agree that venue is proper in, these courts in any

such legal action or proceeding. The prevailing party shall be entitled to

reasonable attorney fees and expenses.

13.11 Entire Agreement. This Agreement together with the exhibits,

appendices and attachments hereto constitutes the final and complete

agreement between the parties relating to the subject matter hereof, and

supersedes all prior or contemporaneous agreements, understandings,

representations, warranties, promises and other communications,

whether oral or written, concerning the subject matter of this

Agreement. This Agreement may not be modified or amended except in

a writing signed by a duly authorized representative of each party, no

other act, document, usage or custom shall be deemed to amend or

modify this Agreement.

13.12 Severability. In the event any provision of this Agreement is

held to be invalid or unenforceable, the remaining provisions of this

Agreement will remain in full force and effect.

13.13 Construction. The section and paragraph headings used in this

Agreement are inserted for convenience only and shall not affect the

meaning or interpretation of this Agreement.

13.14 Counterparts. This Agreement may be executed in several

counterparts, all of which shall constitute one agreement

* * *

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS MSA

EFFECTIVE AS OF _____________________________.

__________________________ (“Customer”)

By:

Name:

Title:

Date:

Address:

Address:

Address:

EDUCATIONAL ELEMENTS, INC.

By:

Name:

Title:

Date:

Address:

Address:

Address:

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(Rev. 4/2013) Education Elements, Inc. Confidential 1 of 2

Education Elements, Inc.

999 Skyway Road, Suite 325

San Carlos, CA 94070

www.educationelements.com

[email protected]

12/15/15 Account Executive: Ben PolitzerCORCORAN-2015-01 Please direct questions to: Ben Politzer

Type: New Customer Cell: 650-814-5444(650) 440-7860 Email: [email protected]

Customer Information

Corcoran Joint Unified Billing Contact/Name:

Rich Merlo, Superintendent Billing Address:

559-992-8888 Billing Phone:[email protected] Billing Email:

Invoices will be delivered via email.

Subscription Terms Services Terms

NA Signing DateNA 5/31/16NA

For Education Elements use:

03-2015 Notes:Number of Users (if applicable):

Offering

One-time Fees (Non-Recurring): Including Professional Services

Net Fees

PL Summit

$0

$0

Total One-Time Fees: $28,000

TOTAL INITIAL FEES: $28,000

$28,000

Summit/1

Customer Phone:

MSA Date:

Effective Date:Services End Date:

Subscription Duration:

PO Number (if applicable):

Effective Date (signing date):Subscription Start Date:

Customer Email:

Customer Contact: 1520 Patterson Avenue Corcoran, CA [email protected]

Service Order

Pricing Valid to:Service Order #:

Organization Name: Rich Merlo

Readiness/1

Service Name

Readiness Assessment

Service Dates

February 2016

February 2016 - March 2016

May 2016

Service Description

Foundations/1 Generate Shared Understanding - 1/2 day in-person

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(Rev. 4/2013) Education Elements, Inc. Confidential 2 of 2

General Terms

Special Terms

Payment Schedule

Amount Invoice Date Payment Due Date

$ 28,000.00 Upon full execution of this agreement.*

Upon full execution of this agreement.

$ 28,000.00

Signature

The authorized representatives have executed this Service Order by their signatures below:

Customer: Education Elements, Inc.

Signature: Signature:

Print Name: Print Name:

Print Title: Print Title:

Date: Date:

Total Initial Fee:

Payment Schedule

2. Unless another Subscription Start Date is specified above, the Subscription Start Date shall be 30 days after the Effective Date of this Service Order.3. By signing this Service Order, you are offering to subscribe and/or acquire (as applicable) the applications and/or services listed above. Your offer becomes a binding commitment upon acceptance by Education Elements, and is not subject to the issuance of any further purchase orders, confirmations or other events. The MSA and this Service Order represent the entire agreement between the parties and cannot be overridden by terms contained in any later received document unless the additional terms are accepted in writing by Customer and Education Elements. Without limiting the generality of the foregoing, no condition of your order, to which notice of objection is hereby given, or in any future correspondence between us shall alter or supplement the terms of the MSA or this Service Order, unless in writing executed by both parties. Neither Education Elements' performance nor delivery shall be construed as an acceptance of Customer's additional or different terms.4. This Service Order may be executed in counterparts and may be exchanged by facsimile or electronically. Each such counterpart shall be deemed an original, all of which together shall constitute one and the same instrument.

5. The terms of this Service Order are confidential and subject to the MSA.

1. The "Special Terms" set forth herein shall override the General Terms above to the extent of any express inconsistency.

Payment 1

1. This Service Order and all services provided hereunder are subject to the terms and conditions set forth in that certain Master Services Agreement ("MSA") by and between Education Elements and Customer.

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EXHIBIT A – Professional Services Education Elements and

Corcoran Joint Unified School District

Education Elements will work with Corcoran Joint Unified School District to conduct an assessment of readiness for a personalized learning implementation, and expand the leadership’s foundational knowledge of personalized and blended learning. It is crucial to define what success “looks like” for your personalized learning initiative and to develop supports that align to this vision. Therefore the roadmap and sessions outlined below are a foundation for our work together, which are supplemented with frequent touchpoints to pause and reflect, discuss whether or not the initiative is meeting your goals, and identify effective strategies to ensure success. Over the course of the next 4­6 months we will work together to support Corcoran Joint Unified's work and the development of a coherent strategy for personalized learning. During this phase of work we will:

1. Deepen understanding of personalized learning across the district and school leadership. 2. Conduct readiness assessments for first wave of five schools that will design and implement

personalized learning instructional models. 3. Provide recommendations for a district­wide multi­year personalized learning plan.

Phases of Work & Touchpoints Education Elements has worked with more than 200 schools and has developed a process for implementing sustainable change. Our district and school level work follows this foundational process. Phase Goals

Generate Excitement & Shared Understanding

Expose district and school leadership teams to personalized learning in action and build foundational knowledge of blended and personalized learning across school and district teams.

Assess Readiness Conduct Readiness Assessment across (5) schools

Plan and Align Continue to refine district vision for personalized learning Create detailed rollout and project plan recommendations

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Education Elements’ Description of Key Touchpoints & Outcomes January 2016 ­ May 2016 District Leadership Team Touchpoints

District Kickoff Meeting (Winter 2016) The project kickoff meeting is an opportunity to align around district priorities and goals for personalized learning. This will also be an opportunity to think about the purpose of the Foundations Workshop and the lead up and follow up supports for district and school teams.

Foundations: PL Simulation (1/2 day ­ Winter 2016)

The Foundations Workshop is designed to help district and school leadership understand the components of personalized learning, as well as generate excitement as the district builds toward personalized learning . The workshop will include a blended learning simulation for all participants. It will also provide opportunities for the team to learn more about the essential elements of personalized learning, as well as examples of what it looks like in schools across the country. At the Foundations Academy school teams will receive resources and materials and suggested approaches for sharing these resources with their teachers during school­lead PD. This session is designed for up to 35 participants.

Readiness Assessment: PowerPoint Readout & Strategy Session (2 days ­ Winter 2016)

Education Elements will execute in­person interviews and walkthroughs with 5 school’s leaders and staff. Education Elements will partner with the District Leadership Team to communicate readiness assessment purpose and plans. Outcomes of the assessments will include:

District Readiness Assessment Readout: The readiness report will include analysis on schools’ readiness to launch personalized learning, including trends in strengths and areas for growth using Education Elements’ PL Implementation Framework. Each summary includes recommendations for priority areas of development prior to launching personalized learning.

Roll­Out Strategy Recommendations: Based on school readiness, Education Elements will recommend a launch schedule and subsequent action steps for both from the district and schools to support a successful launch.

PL Summit: Continued District Professional Development (2 days ­ May 19­20, 2016,

San Francisco) Each spring Education Elements hosts a national PL Summit for personalized learning leaders from around the country. The PL Summit is an opportunity, learn from personalized learning experts in the field, and share and develop effective practices for designing, launching, scaling, and supporting personalized learning. As an Education Elements client you receive free registration for five members of your school and district leadership teams. This year the PL Summit is scheduled to be held in San Francisco, CA May 19­20, 2016.

School PL Leadership Team Touchpoints Readiness Assessments

Education Elements will execute in­person readiness assessment for 5 schools. Readiness Assessments involve a series of interviews and classroom walkthroughs with school leaders and staff identified as potential leaders for shifting to personalized learning.

Education Elements ­ Confidential Page 1

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Readiness Assessment Readout: The readiness report will include analysis on schools’ readiness to launch personalized learning, including trends in strengths and areas for growth using Education Elements’ PL Implementation Framework. Each summary includes recommendations for priority areas of development prior to launching personalized learning.

Virtual Meetings

Program Management: On­going support calls Education Elements will host regular bi­weekly hour­long support calls with the district project lead to review current successes and challenges with the personalized learning initiative, offer resources, share national best practices, and serve as a thought partner. We will also use these calls to prepare for our deep touchpoints (district strategy sessions, school leadership, etc).

Optional ­ District Strategy & Alignment Session

Plan & Align: District Strategy Session (2 days ­ Winter 2016) Education Elements will execute a 2 day workshop with the District Leadership Team to summarize key initiatives, align priorities, develop a district vision and roadmap, and detail district expectations and measures of success for the personalized learning. Outcomes will include:

Summary of district needs and goals for PL: the summary will be used to create the project roadmap and district vision

PL project roadmap + rollout plan update: the roadmap will define, at a high­level, the timeline and key milestones for design, implementation, and support for the project. The rollout plan will articulate which schools are launching PL and when.

District initiative map: the continuation of the initiative map will articulate all current initiatives in the district and how they fit together with the focus of and goals for personalized learning

Overall vision for PL initiative: this continued vision work will define the purpose of and key elements for the district­wide personalized learning program; identify the scope of the program, including which schools and grades will be involved; and outline current commitments to online and offline curriculum providers.

District Expectations for PL: based on the identified district needs, goals, and measures of success, Education Elements will provide a synthesized description of district expectations for a potential rollout ­ expectations that may be used in an implementation process or in the development of appropriate walkthrough tools, and teachers and student surveys.

Services Cost for District Support

Total fees including travel for EE = $28,000

Optional District Strategy Session = $8,000

Education Elements ­ Confidential Page 2

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PERSONNEL ASSIGNMENT ORDER 2015-2016 #11

January 26, 2016 Credentialed Positions

New Hires Position/Grade Credential Held Effective Date Jennifer Krahn Spec Ed/HS Ed Spec Inst. Credential 01/11/16 Melissa Orique Social Sci/HS Preliminary SS Social Sci 01/11/16 Transfers/Re-Assignments From To Effective Date Resignation/Retire Position Effective Date In-Active Status Position Effective Date

Classified Positions New Hires Position/Months Site Effective Date Erica Zamora ASL Interpreter 5.75/2 days week HS 01/13/16 Transfers/Reassignments Position/From Site/Hours Position/To Site/Hours Effective Date Resignations/Retire Position Site Effective Date

Coaching / Extra Positions New Hires Sport / Position Site Effective Date Re-Hires Sport / Position Site Effective Date