NEW TEACHER CENTER AND SHELBY COUNTY SCHOOLS SUPPORTING EFFECTIVE EDUCATOR DEVELOPMENT (SEED) FUNDING AGREEMENT

This is a Subgrant Agreement (“Agreement”) dated as of August 2, 2017 (“Effective Date”), between New Teacher Center (“NTC”), a California nonprofit corporation located at 110 Cooper Street, Suite 500, Santa Cruz, CA 95060, and Shelby County Schools (“Client”), located at 160 S Hollywood Street, Memphis, TN 38112. Recitals The following recitals are a substantive part of this Agreement:

A. NTC serves as the administrator of federal funds apportioned by the United States Department of Education ("ED").

B. ED has provided federal funds (the "Funds") to NTC under Reimbursable Grant No. U367D150007 attached hereto as Exhibit A (the "Grant").

C. NTC intends to enter into this Agreement for Client’s administration and expenditure of a portion of the Funds, and execution of this Agreement is a pre-condition of Client’s receipt of their allocation of the Funds.

D. In connection with the expenditure of the Funds, NTC has no obligation or liabilities to any person or entity that is not a party of this Agreement, notwithstanding that NTC may have concurred in or approved a solicitation, subagreement, lease, or third-party contract.

NOW, THEREFORE, it is agreed as follows: 1. General

1.1 Client’s Capacity Client agrees to maintain or acquire sufficient legal, financial, technical, and managerial capacity to: (a) plan, manage, and complete the expenditure of the Funds, and (b) comply with the terms of this Agreement and all applicable laws, regulations, and policies pertaining to expenditure of the Funds. NTC agrees to maintain or acquire sufficient legal, financial, technical, and managerial capacity to comply with the terms of this Agreement and the Grant.

1.2 Memorandum of Understanding Client agrees to abide by the MOU attached hereto as Exhibit B (“MOU”). The MOU will define high-level individual and mutual responsibilities and projected outcomes. The MOU will be mutually revisited and may be revised by NTC at the beginning of each subsequent year that this Agreement is valid. 1.3 Term The term of this Agreement shall commence on August 1, 2017, and shall continue in full force and effect until June 30, 2019. Thereafter, the parties may mutually agree in writing to renew this Agreement for additional terms as agreed upon by both parties. 1.4 ED Grant Requirements Client agrees to comply with all requirements in the Grant and to take such actions as are necessary to allow NTC to comply with all requirements in the Grant.

1.5 Federal Grant Requirements Client and NTC agree to comply with applicable Federal statutes and regulations governing the expenditure of the Funds, including, but not limited to, the Code of Federal Regulations. 1.6 Subrecipient Participation Client may, with NTC’s prior written permission, delegate certain responsibilities to one or more subrecipients (each a "Subrecipient") and shall be held liable for the Subrecipient's compliance with the terms and conditions of this Agreement and all applicable laws and regulations. 1.7 Responsibility to Extend Requirements to Other Entities If any entity other than Client is expected to fulfill any responsibilities of Client under this Agreement, Client agrees to use a written document to ensure that such entity carries out such responsibilities. Client agrees to use a written document to ensure that each entity participating in the expenditure of the Funds complies with applicable laws and regulations. Any written document required by this subsection will include all clauses and provisions required by this Agreement, as well as federal and state statutes and regulations. 1.8 No NTC Obligations to Third Parties In connection with the expenditure of the Funds, Client agrees that NTC shall not be subject to any obligations or liabilities to any Subrecipient, lessee, third-party contractor, or other person or entity that is not a party to this Agreement. Notwithstanding that NTC may have concurred in or approved any solicitation, subagreement, lease, or third-party contract at any tier, NTC has no obligation or liabilities to any entity other than Client, including any Subrecipient, lessee, or third-party contractor at any tier. 1.9 Standard of Care Client expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the applicable standard of care. Where approval by NTC or another representative of NTC is required, it is understood that such approval is conceptual only and does not relieve Client of its responsibility for complying with all laws, codes, industry standards, and its liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Client or Subrecipients. 1.10 Eligibility of Subgrants and Contracts Client will not make any award or permit any award of a subgrant or contract to any party which is disbarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension." 1.11 Force Majeure Neither party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such party. In the event that a force majeure event should obstruct performance of this Agreement for more than thirty (30) calendar days, the parties hereto shall consult with each other to determine whether this Agreement should be modified or terminated. 2. Ownership 2.1 Materials All content, visual interfaces, information, data, graphics, designs, compilations, products, software, records, reports, documents, booklets, guides, modules, training modules, resource and instructional guides, know-how and such other writings, recordings and all other elements provided by NTC, regardless of form (i.e., whether video, paper, electronic or otherwise), and whether tangible or intangible, whether previously established by NTC or created or produced for the first time by NTC in the performance of its obligations pursuant to this Agreement (“Materials”), are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. NTC retains and shall own all right, title

and interest in and to all Materials. If at any time Client acquires any rights, title or interest in the intellectual property rights relating to the Materials or NTC Marks (defined below), Client (i) irrevocably assigns to NTC all rights, title, and interest worldwide in such intellectual property rights; (ii) grants to NTC an irrevocable, exclusive, royalty-free, perpetual, and worldwide license to any rights in intellectual property that cannot be assigned to NTC, and (iii) waives enforcement against NTC of any rights in the intellectual property that cannot be assigned or licensed to NTC. Client will execute such documents, render such assistance, and take such other action as NTC may reasonably request, at NTC’s expense, to apply for, register, perfect, confirm and protect NTC’s rights to all intellectual property rights relating to the Materials and NTC Marks. 2.2 Other Organizations Client acknowledges that NTC provides K-12 teacher and administrator induction and professional development services in other locations throughout the country, and that such services are similar to the services NTC will provide pursuant to this Agreement; and, further, that such services NTC provides elsewhere result in the preparation of materials that may be similar to those Materials provided pursuant to this Agreement. 2.3 License Grant for Training Contracts Client acknowledges that the Services and Materials provided under this Agreement are proprietary to NTC, its subsidiaries, and/or its affiliates and that no Materials shall be deemed a work for hire. NTC hereby grants to Client a non-transferable, non-exclusive license to use, copy and distribute Materials to its employees only and only for Client’s internal training purposes during the term of this Agreement. For clarity, Client shall not and shall ensure that its employees shall not (i) independently present the Materials in a module, academy, workshop or similar training environment without NTC’s prior written consent; (ii) use the Materials for commercial purposes or make any derivative works of or otherwise modify the Materials; or (iii) act in respect of Materials in a manner inconsistent with any use terms set out in this Agreement or in the terms of use for websites through which NTC may make Materials available. If NTC reasonably objects to any proposed or actual use of Materials by Client, Client will terminate such use within ten (10) days after receipt of written notice from NTC. Other than as expressly set forth in this Agreement, no license or other rights in such intellectual property are granted to Client, and all such rights are hereby expressly reserved by NTC. Client shall not obscure or remove any copyright, trademark or other proprietary-rights notices and shall reproduce all such notices on any authorized copies of Materials. 2.4 Trademarks The Services or Materials may include NTC’s trademarks, trade names, logos and other proprietary notices (the “NTC Marks”). NTC hereby grants to Client a limited, non-exclusive, non-transferable license, with no right to sublicense, to display the NTC Marks on Client’s websites. Any display of the NTC Marks is subject to the NTC’s trademark usage guidelines, as may be provided by NTC in writing to Client from time to time. Any goodwill generated through use of the NTC Marks is owned by and will inure to the benefit of NTC. NTC may use Client’s name in connection with NTC’s general marketing materials. 3. Confidential Information 3.1 Non-Disclosure of Confidential Information Neither NTC nor Client shall disclose to any third party any confidential or proprietary information, including without limitation personally identifiable employee and student data, financial data and mailing lists, product plans and strategies, technical data and research, know-how, and customer and related information which the disclosing party marks as confidential or which should reasonably be considered as confidential (“Confidential Information”), for any purpose other than performance of the Services or as otherwise described in this Agreement, without first having obtained the prior written consent of the other party. Both parties shall take reasonable measures to protect the confidentiality of Confidential Information and to avoid the unauthorized use and disclosure of the Confidential Information of the other party. For clarity, Client’s name and general information about the scope of Services provided hereunder are not considered Confidential Information.

3.2 Exceptions Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party (without improper conduct or breach of an obligation) prior to disclosure to the receiving party by the disclosing party, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; (v) it has been independently developed by a party without access to the Confidential Information of the other party or (vi) it is in an anonymized and/or aggregate form and could not reasonably be used to identify an individual. 4. Data Usage and Disclosure 4.1 Data Usage and Disclosure Client grants NTC a perpetual, irrevocable, world-wide, non-exclusive, sub-licensable, royalty-free, fully paid up, transferable license to reproduce, create derivative works of, and otherwise use, modify, and exploit information and data collected by NTC as part of providing the Services to Client (“NTC Data”) for the purposes of facilitating, providing, improving, and evaluating any aspect of any programs or services NTC provides, without compensation to Client. Under this license, NTC is permitted to disclose NTC Data to any services providers and vendors as necessary for NTC to provide its programs and services. This license also grants NTC the right to use and disclose for any purpose, including for the purposes of promoting NTC and its services and permitting third-party researchers access, (i) any NTC Data that is itself non-personally identifiable and/or aggregate, and (ii) non-personally identifiable and/or aggregate information that is derived from NTC Data (collectively “Anonymized and Aggregate NTC Data”). This license will continue even after termination of this Agreement.

4.2 Reports and Communications NTC is permitted to analyze NTC Data and generate and distribute reports and materials to Client containing NTC Data collected as part of providing the Services to Client. To meet regulatory, grant, and other business obligations, NTC also has the right to analyze NTC Data and generate and distribute reports and other materials containing Anonymized and Aggregate NTC Data intended to help communicate the effectiveness of the programs and services NTC provides. NTC may identify Client as NTC’s client in such reports and other internal or external materials and communications, including on NTC’s website. Subject to applicable law, and in line with its charitable and educational mission, NTC may also disclose or otherwise permit access to Anonymized and Aggregate NTC Data to external academic and other researchers to review and to publish reports, articles, or other materials (collectively, “Reports”) reflecting such review. 5. Disclaimers 5.1 No Warranties THE MATERIALS AND SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO PRODUCTS, SPECIFICATIONS, SUPPORT, SERVICE OR ANY OTHER MATERIALS PROVIDED HEREUNDER. BOTH PARTIES SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND MERCHANTABILITY. 5.2 Limitation of Liability UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE SHALL NTC OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION,

LOSS OF GOODWILL, LOSS OF PROFITS OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF NTC OR NTC’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF NTC TO ANY PERSON ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, INCLUDING BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT THEORY, EXCEED THE TOTAL AMOUNTS PAID BY NTC PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. 6. Insurance NTC and Client will maintain insurance in accordance with the following amounts: Commercial General Liability: $1,000,000 per occurrence $2,000,000 limit in the aggregate; Commercial Automobile Liability: $ 1,000,000 combined single limit per accident; and Worker’s Compensation: Coverage in place as per legal requirements in employee’s state of employment. 7. Indemnification To the extent applicable under Tennessee law, and without waiving any immunities available to it under Tennessee and federal law, Client will defend, indemnify, and hold NTC and NTC’s directors, officers, employees, agents, and assigns harmless against all third party claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees and expenses, resulting from (i) Client’s performance of activities under or breach of this Agreement; (ii) Client’s negligence or willful misconduct; or (iii) any claims against NTC by Client employees, subcontractors, students, or parents. Client will have no obligation to indemnify NTC to the extent the liability is caused by NTC’s gross negligence or willful misconduct. 8. Budget NTC and Client have agreed to the budget that was incorporated into the Grant submittal package and reflected in Exhibit C (“Budget”). Client will incur obligations and make disbursements of the Funds only as authorized in the Budget unless otherwise approved in writing by NTC. Line item changes to the Budget, which do not affect the total amount of funding awarded do not require written approval by NTC, but must be reported to NTC in the Quarterly Expenditure Report described below in Section 11, Reporting. During the term of this Agreement, the Budget may be revised to include unspent amounts from prior years. This Budget revision, if made, will be authorized via an Addendum to this Agreement. 9. Payment 9.1 NTC shall provide Funds to Client quarterly in accordance with the terms and conditions of the Grant to reimburse eligible and allowable costs incurred by Client and in accordance to Exhibit D, Billing Schedule. 9.2 Client agrees that NTC's maximum commitment for this Agreement will not exceed the amount designated in the Budget. Client agrees that the responsibility of NTC to make payments under this Agreement is limited to the amount designated in the Budget. 9.3 NTC is required to provide the Funds to Client only to the extent that the Funds are actually provided to NTC by ED. If ED determines that it will not provide NTC with all or any portion of the Funds, NTC's obligation to pay Client is null and void as to that amount of the Funds. 9.4 If the ED or any other authorized federal representative determines that it will not provide NTC with all or any portion of the Funds or determines that NTC must return all or any portion of the Funds due to a violation of the Grant, NTC shall notify Client of such determination and any known reasons for such determination. If NTC determines that Client is not entitled to receive any portion of the Funds requested by or paid to Client, NTC will notify Client in writing, stating its reasons. Within thirty (30) days of written

notice to Client that specific amounts are owed to NTC due to such a determination, Client agrees to remit the owed amounts to NTC, including applicable interest, penalties, and administrative charges. 9.5 Client agrees that payment to Client by NTC for any costs does not constitute a final decision about whether the cost is an eligible and allowable cost under the Grant and this Agreement. Payment to Client by NTC does not constitute a waiver of any violation by Client of the terms of this Agreement. Client acknowledges that a final determination about the eligibility and allowability of any cost will not be complete until the final payment has been made or an audit of the expenditure of Funds has been finished, whichever occurs latest. Client agrees that closeout of this Agreement will not alter Client’s responsibility to return any Funds due to NTC as a result of later refunds, corrections, or other similar transactions, nor will closeout alter the rights of NTC to recover Funds from Client upon a determination by ED or any other federal representative that the expenditure of such Funds was unauthorized or improper. 10. Accounting Records 10.1 Accounts Client agrees to establish and maintain a separate set of accounts, or separate accounts within the framework of an established accounting system, that can be identified with the expenditure of the Funds. Client agrees to maintain any checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or in part to this Agreement, except those payrolls, invoices, time records and other documents maintained by NTC, so that they may be clearly identified, readily accessible, and available to NTC upon request. 10.2 Allowable Costs. Client agrees to comply with all applicable federal and state statutes and regulations to determine the allowability of individual costs, including, but not limited to, OMB Circular A-21. 10.3 Documentation of Costs. Client agrees to document all expenditure of the Funds with properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges, except those concerning payroll, invoices, time records and other matters documented by NTC. 10.4 Documentation of Program Income. Client agrees to document any services or property contributed by Client or others and to apply the income in compliance with federal regulations. 11. Reporting In order to allow NTC to generate invoices and to otherwise comply with the Grant, Client agrees to submit to NTC all materials required by federal and state statutes or regulations and any other materials that NTC may reasonably request in order to comply with the Grant, including:

A. Quarterly Expenditure Reports. As a companion to Client’s quarterly invoice, Client shall be responsible for reporting to NTC on a quarterly basis their past and current expenditures related to the approved budget, as well as a projection of anticipated expenditures through the end of the grant year (August 1 - July 31). This report shall be in the format of the example attached as Exhibit E, Client Quarterly Expenditure Report, of which an electronic copy will be provided to Client at the execution of this Agreement. Payment of the quarterly invoice will be contingent on NTC’s approval of the Quarterly Expenditure Report. B. Back Up Data. Client shall maintain and have available all back-up data relating to eligible and allowable costs, such as record of contract payments, receipts, payrolls, and such other documents and information as NTC determines is required by the Grant. This data may be requested by NTC in the course of managing this Agreement.

C. Changes in Performance. Client agrees to notify NTC immediately, in writing, of any change in local law, conditions (including its legal, financial, or technical capacity), or any other event that may adversely affect Client’s ability to expend the Funds. Client agrees to notify NTC immediately, in writing, of any current or prospective dispute, breach, default, or litigation that may adversely affect NTC's interests. Client agrees to notify NTC, in writing, before naming NTC as a party to any litigation. D. Format. To the extent practicable, Client shall provide all reports, documents and information to NTC in the formats requested by NTC.

12. Records 12.1 Record Retention. Client agrees to retain all data, documents, reports, records, contracts, and supporting materials relating to the expenditure of the Funds, except as otherwise provided by other federal statutes and regulations. 12.2 Access to Records. Client agrees to permit NTC or its authorized representatives, upon request, to inspect all work, materials, payrolls, and other data and to audit the books, records, and accounts of Client pertaining to the expenditure of the Funds. 12.3 Effect of Closeout. Client agrees that closeout of this Agreement does not alter the record retention and access requirements of this Agreement. 13. Completion and Closeout of this Agreement 13.1 Agreement Completion. Within sixty (60) calendar days following the expenditure of the Funds or termination of this Agreement, Client agrees to submit to NTC a final certification of all expenses and final reports, as applicable. 13.2 Agreement Closeout. Closeout shall occur when NTC notifies Client that NTC has closed the Agreement. Client agrees that closeout by NTC does not invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from NTC. All payments made to Client shall be subject to review for compliance by NTC with the requirements of this Agreement and shall be subject to an audit upon the full expenditure of Funds. If Client uses the Funds for indirect costs, final audit will include an indirect cost audit as well. 14. Timely Progress and Termination Client shall make diligent and reasonable progress expending the Funds pursuant to Exhibits C and D. If Client fails to expend the Funds pursuant to the above referenced Exhibits, NTC may review the status of the expenditure of the Funds to determine whether the Funds should be reallocated. Client understands and agrees that failure to make diligent and reasonable progress expending the Funds shall provide sufficient grounds for NTC to terminate this Agreement. Client agrees that upon written notice, NTC may suspend or terminate all or portion of the funding assistance to be provided pursuant to this Agreement if Client has violated the terms of this Agreement, and has failed to timely cure such violation after receiving written notice of the violation from NTC. Termination of all or a portion of the funding assistance to be provided pursuant to this Agreement will not invalidate obligation properly incurred by Client before Client receives written notice of such termination, to the extent those obligations cannot be canceled. 15. Lobbying Restrictions; Certification Required Client agrees to: (i) refrain from using Federal assistance funds to support lobbying; (ii) comply, and assure the compliance of, each third party contractor at any tier and each subcontractor at any tier, with ED regulations, "New Restrictions on Lobbying" 34 CFR Part 82, modified as necessary by 31 USC Section 1352; and (iii) comply with Federal statutory provisions to the extent applicable prohibiting the use

of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels. Client certified that no Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, Client shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. Client shall keep on file the Form of Certification pursuant to Appendix A, 34 CFR Part 82 - Certification Regarding Lobbying. 16. Non-Discrimination Policy During the performance of this Agreement, Client shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, political belief, marital status, age, national origin, sex, or handicap. Client shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, marital status, religion, political belief, age, national origin, sex, or any handicap not limiting the ability of the person to perform the job contemplated. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship. Such shall be in compliance with Executive Order 11246 amended by Executive Order 11375 and as supplemented in Department of Labor regulations. Client agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the Equal Opportunity Clause. 17. Protection of Human Subjects Clients bears full responsibility for the proper and safe performance of Research involving the use of human subjects under this Agreement. If human subjects are used, their right and welfare will be protected under 45 CFR Part 46, "Protection of Human Subjects," and SCS will send a copy of current IRB approval to NTC. 18. Miscellaneous 18.1 Notice Any notice, approval, consent, acceptance, request, bill, demand, or statement hereunder from either party to the other shall be in writing and shall be deemed given when deposited with the United States Postal Service in a postage pre-paid envelope sent regular mail or delivered by hand from one party to the other with an appropriate receipt obtained, addressed as follows:

To: New Teacher Center

110 Cooper Street, Suite 500 Santa Cruz, CA 95060 Attention: Stephen Dalla Betta 831-600-2229

To: Shelby County Public Schools

160 S Hollywood Street Memphis, TN 38112 Attention: Dr. Sharon Griffin, Chief of Schools 901-416-9874

18.2 Modifications, Amendments and Waivers This Agreement may not be modified or amended, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized employees of both of the parties hereto. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. 18.3 Severability If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid, in whole or in part for any reason, each party agrees that such provision shall be enforced to the maximum extent permissible so as to give the fullest effect to the intention of the parties when executing this Agreement, while complying with applicable laws or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of this Agreement. 18.4 Assignment This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereunder. Neither party may assign its rights and obligations hereunder without written consent of the other party. 18.5 Independent Contractor NTC is an independent contractor. Neither party shall represent itself as the agent or legal representative of the other party for any purpose whatsoever, and shall have no right to create or assume any obligation of any kind, express or implied, for or on behalf of the other party in any way whatsoever. This Agreement will not create or be deemed to create or imply any relationship between the parties in the nature of any joint venture, employer/employee, principal/agent or partnership. 18.7 Third-Party Beneficiary Nothing in this Agreement is intended to make any person or entity not a signatory to the Agreement a third-party beneficiary of any right created by the Agreement or by operation of law. 18.8 Governing Law This Agreement shall be governed by and interpreted in accordance with the law of the State of Tennessee without regard to any principles of conflicts of law. The parties agree to submit to the venue and jurisdiction of the state and federal courts for Shelby County, Tennessee. 18.9 Headings Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. 18.10 Entire Agreement This Agreement represents the entire Agreement between the parties and supersedes any prior oral or written understandings with respect to the Services. This Agreement may only be amended by an agreement signed in writing by all of the parties hereto. It is understood that delivery of Services may require Client to access websites maintained by NTC; use of such websites is subject to the terms of use for such sites, which set out obligations in addition to those contained in this Agreement. 18.11 Counterparts This agreement may be executed in one or more counterparts each of which shall constitute an original, and all such counterparts shall constitute one and the same agreement. 18.12 Signatures Contract signatures below are considered authorized by the Client and NTC and relied upon to constitute a fully executed contract.

EXHIBIT A

(I) 1 RECIPIENT NAME

New Teacher Center 110 Cooper St. Suite 500 Santa Cruz, CA 95060 - 4574

3 PROJECT STAFF

US Department of Education

Washington, D.C. 20202

GRANT AWARD NOTIFICATION

2 AWARD INFORMATION

PR/AWARD NUMBER ACTION NUMBER

ACTION TYPE AWARD TYPE

RECIPIENT PROJECT DIRECTOR

4 PROJECT TITLE

84.367D

U367Dl50007 0 New Discretionary

U367D I .50007

Cynthia Brunswick (312) 846-1910cbrunswick@newteachercenter.org

EDUCATION PROGRAM CO 'TACT

Instructional Coaching for Academic Success in Austin Independent School District and Volusia County Public Schools

Margarita L Melendez (202) 260-3548margarita .melendez@ed.gov

EDUCATION PAYMENT HOTLINE 05 PAYEE 888-336-8930HELPDESK edcaps .user@ed.gov

5 KEY PERSONNEL

NAME Cynthia Brunswick Emily Silver

Project Director Authorized Representative

6 A WARD PERIODS

BUDGET PERIOD PERFORMANCE PERJOD

FUTURE BUDGET PERIODS

BUDGET PERIOD 2 3

7 AUTHORIZED FUNDING

10/01/2015 - 09/30/2016 10/01/2015 - 09/30/2018

DATE 10/01/2016 - 09/30/2017 10/01/2017 - 09/30/2018

THIS ACTION BUDGET PERIOD

PERFORMANCE PERIOD

$2,510,453.00 $2.510,453.00 $2,510,453.00

8 ADMINISTRATIVE INFORMATION

DUNS/SSN REGULATIONS

829192017 CFR PART x EDGAR AS APPLICABLE 2 CFR AS APPLICABLE

LEVEL OF EFFORT 10% 2%

AMOUNT $2,439,805.00 S2,850,241.00

ATTACHMENTS I ,2D,3 .6,8,9, l l ,12.13,14,E-3,El .E2

g LEGISLATIVE AND FISCAL DATA

AUTHORITY:

PROGRAM TITLE:

PL P.L. 112 X DEPARTMENT OF DEFENSE AND FULL YEAR CONTINUING APPROPRIATIONS ACT TITLE II, PART A. TEACHER AND PRINCIPAL TRAINING & RECRU!TlNG FUND

Page 1 of 33

EXHIBIT B

MemorandumofUnderstanding

SharedAgreementsRegardingNewTeacherCenterSupportingEffectiveEducatorDevelopmentGrant

TheSupportingEffectiveEducatorDevelopment(SEED)GranthasbeenawardedtotheNewTeacherCenter(NTC)toincreaseteachereffectivenessandstudentoutcomesbyprovidingcomprehensive,job-embeddedinstructionalcoachinginShelbyCountySchools(SCS).Thisisyear1ofathreeyeargrantagreement,inwhichwearelaunchingimplementationoftheNTCinstructionalcoachingmodel.Toensuresuccessofimplementation,itiscriticalforSCStoidentifythekeypersonnelwhowillserveasleadersoftheprogramforthedurationofthegrantandbeyond.Duetothenatureofthisgrantitisimportantthatthereisasharedunderstandingofexpectationsforimplementation.TheexpectationsofprogramimplementationarecapturedinthebelowMemorandumofUnderstanding.

SCSAgreements:

I. District&ProgramLeadership:

SCSLeadershipwillagreetothefollowing:● Identifyaprogramleadershipteamincluding:

o AhighlyqualifiedProgramLeadwhosefull-timeresponsibilitywillbetodirecttheSEEDInstructionalCoachingProgram,overseethecollectionandmaintenanceofdata,andmeettheexpectationsofthispositionasrequiredbythegrantstudy.

o LeadCoaches,servingaratioof1leadcoachto20coachesinoneononecoaching,tobeselectedthrougharigorousinterviewprocess,byAugust2017.

● Theprogramleadershipteam(ProgramLeadandLeadCoaches)will:o AttendregularstrategicplanningandimplementationmeetingswithNTCasneeded

toexecuteontheobjectivesofthegrant.o Meetbi-annuallywithNTCtodiscusstheprogressandfindingsofthegrantstudy.o Attendeachbi-annualconveningoftheNTC-lednetworkforprogramleaders.

Fundsareallocatedinthegranttoreimbursecostsassociatedwithattendingthisevent.

o ParticipateinNTC’sPresentersInstituteinyear2ofthegrant.o ReportontheprogressoftheInstructionalCoachingprogramatNTC’sannual

Symposium.Fundsareallocatedinthegranttoreimbursecostsassociatedwithattendingthisevent.

● AdheretotheEvaluationActivitiesandDataSharingresponsibilitiesaspartofmeetingtheobjectivesofthegrant.Detailsbelow.

● EnsurethatSCS’sITdepartmentcomplieswithNTC’swhitelistingrequirements,asprovidedinExhibitF,priortodeliveryofservicesasneededtoallowprogramparticipantsaccesstoNTCsites.

II. InstructionalCoachingProgramImplementation:

SCSwillagreetothefollowing: ● Identify30full-releaseInstructionalCoachesacross30ElementaryandMiddleschoolsto

participateintheSEEDInstructionalCoachingProgramaspartofthegrantstudy,byAugust2017.

● Supporttheidentificationofteachers:o ToreceiveTier1andTier2supportsfromtheInstructionalCoaches.

o ToreceiveadditionalonlineSTEMprofessionaldevelopment.● EnsuresanctionedtimefortheInstructionalCoachestomeet:

o WithProfessionalLearningCommunities(PLCs)onaweeklybasisforaminimumof180minutespermonth(approximately60minutesperweek)perPLC.

o WitheachTier1teacherface-to-facefor180minutesamonth(approximately60minutesperweek)forafullyear.

o WitheachTier2teacherface-to-facefor180minutesamonth(approximately60minutesperweek)forasemester.

● EnsuresanctionedtimeforInstructionalCoachestoparticipateinallrequiredInstructionalCoachingProfessionalLearningSeriesprofessionaldevelopment,Forums,andin-fieldcoachingandshadowing.

● Provideopportunitiesforcoachestobemembersofschool-basedleadershipteams,meetingweeklywithschoolleaders.

● Providesanctionedtimeandencourageprincipalsandotherschoolleadersto:o MeetonaregularbasiswithprogramleadershipteammembersandInstructional

Coaches.o AttendNTC-ledprofessionaldevelopmentforprincipals,includingRoleofSchool

Leaders● Theprogramleadershipteam(ProgramLeadandLeadCoaches)will:

o CollaboratewithNTCClientLeadtoco-designandco-leadtheInstructionalCoachOnboardinginAugust2017.

o CollaboratewithNTCClientLeadtoco-planandco-leadregularInstructionalCoachForums.

o WorkwithNTCpresenterstocontextualizetheInstructionalCoachProfessionalLearningSeries(PLS).

o OrganizelogisticsforandattendtheInstructionalCoachPLS.o Participateinin-fieldcoachingandobservationcyclesconductedbyNTCClient

Lead.o EnsureInstructionalCoachesareassignedpeercoaches,withwhomtheyengagein

atleastoneobservationcycleeachyear.o Conductin-fieldvisitswithInstructionalCoaches,includingaminimumof2full

observationcyclesofeachInstructionalCoacheachyearaswellstand-alone1:1meetingswitheachInstructionalCoacheachyear.

o Ensureparticipatingteachers,InstructionalCoaches,andprincipalscompletetheannualsurvey.

III. EvaluationActivitiesandDataSharing:

SCSwillagreetothefollowing: ● ParticipateintheRCTdesignincludedintheawardedgrantproposal,whichincludes

assigning60 Elementary and Middle schools in SCS to either the treatment (50%) ordelayed treatment (50%) group.

● ExecutethedistrictDataSharingAgreement/ResearchApplicationwiththird-partyevaluatorSRIInternational,inwhichthefollowingdataaretobeprovided:

o AnnualteacherretentioninformationforallparticipatingcontrolandtreatmentteacherswhoareselectedtobeintheRandomizedControlTrial(RCT).

o Annualstudent-teacherlinkedassessmentdata.o Annualdemographicdata.

● ParticipateinannualsitevisitinterviewsconductedbySRIInternational(SRI).● ParticipateinobservationsofasampleoftreatmentandcontrolclassroomsbySRI.

● MaintainthestatusquoICconditionsincontrolschoolstotheextentpossibleexcludingwhatwouldbeconsideredadistrict-wideinitiative.

SCSwillalsoagreeto: ● Allowparticipatingteachers,instructionalcoaches,andprincipalstoreceiveanannual

surveyadministeredbySRI.Endorsethesurveyandsupporteffortstoensureahighresponserate.

● FacilitateandendorseNTCcollectionofPLSandForumattendancedatathroughsign-insheetsandagendas.

● AllowobservationsofasampleofPLStrainingeventsbymembersoftheSRIexternalevaluationteamtodeepentheirunderstandingofthecontextofthework.

● AllowshadowingofNTCstaffsupportingasampleofInstructionalCoachesinthefieldbymembersoftheexternalevaluationteamtodeepentheirunderstandingofthecontextofthework.

● FacilitateandendorseSRIconductedfocusgroupswithasampleofteachers,InstructionalCoaches,principals,anddistrictadministrators.Evaluatorswillmakeeveryefforttoscheduleinterviewsandfocusgroupsduringnon-schoolhoursforteachers.

NTCAgreements:

I. NTCServicesforDistrictandProgramLeadership:

TobuildthecapacityofSCSdistrictleadership,programleadership,andInstructionalCoaches,NTCwillagreetothefollowing:

● Consultation:NTCwillprovideconsultationtosupportprogramimplementationandprogramleadershipdevelopment,includingbutnotlimitedto:

o Strategicplanningmeetingsaroundprogramimplementationandstakeholderengagement.

o Recruiting,selecting,andhiringleadcoachesandcoaches.o Co-planningandco-deliveryofAugustonboardingandCoachForums.o Leadingannualconveningstodiscusstheprogressandfindingsofthegrantstudy.

● In-FieldCoachingVisits:NTCwillsupportprogramleadershipthroughin-fieldcoachingvisitstofurtherbuildthecapacityofdistrictleads,programleads,leadcoaches,andcoaches.Thesevisitswillinclude:

o Acycleofpre-observation,observation,andpost-observationconversations.o Touchpointsandconsultationwithschoolleaderstodiscussimplementationin

theirschools.● ProfessionalLearningCommunities:NTCwillorganizethefollowingprofessionallearning

communitiesandprofessionaldevelopmentopportunitiesforAISDdistrictandprogramleadershiptoattend:

o Virtualandface-to-faceForumsforprogramleadsandleadcoacheso TheNationalProgramLeadersNetworko Symposium

II. NTCProfessionalDevelopmentforCoachesandPrincipals:

TobuildthecapacityofSCSprogramleadershipandInstructionalCoaches,NTCwillagreetothefollowing:

● ProfessionalLearningSeries:o NTCstaffmemberswillpresentfour2-dayprofessionaldevelopmentsessionsofthe

InstructionalCoachingPLSforupto60participantspersession.● RoleofSchoolLeaders:

o NTCstaffmemberswillpresentahalf-dayprofessionaldevelopmentsessionoftheRoleofSchoolLeadersforupto60participantspersession.

● ImprovingStudentAchievement:o NTCstaffmemberswillpresenttheprofessionaldevelopmentsessionofImproving

StudentAchievementforupto60participantspersession.● InstructionalCoachForums:

o NTCClientLeadswillco-planandco-deliverbi-monthlyForums.NTCClientLeadsmayindependentlyfacilitateForumsasneeded.

● ProfessionalDevelopmentmaterials:o NTCwillprovidelicensesforonlinetoolsforcoachesandteachersandanyprint

Guidesforcoaches.TheonlinetoolsystemincludesaccesstoLearningZoneresources,aperceptionsurveyforteachersandcoaches,andrequiresalluserstoaccepttermsofusewhenfirstaccessingthesystem.

● ProfessionalDevelopmentLogisticsandMaterials:o Unlessotherwisestated,professionaldevelopmentdaysrunfrom8:30-3:30pm.

Duetothecontentthatwillbecoveredduringtheprofessionaldevelopmentanddesiretopromoteacommunityoflearningforallparticipants,NTCrequeststhatlunchandanyadditionalmealsbeservedonsite.

o AmastercopyoftheparticipantpacketsandsupplementaryhandoutswillbesentoneweekpriortothiseventtoSCSprogramleadershiptoduplicateforeachparticipant.Additionally,alistofmaterialsthatNTCrequiressuppliedforthesessionwillbeprovidedaProfessionalDevelopmentMaterialsAddendum.

EXHIBIT C

08/01/17-06/30/18 07/01/18-06/30/19Title SY 17-18 SY 18-19 Total Program Lead- (1 FTE) $ 80,000 $ 82,400 $ 162,400 Lead Coaches- (2 FTE) $ 120,000 $ 123,600 $ 243,600 Summer Stipends $ 80,000 $ 80,000 $ 160,000 Total $ 280,000 $ 286,000 $ 566,000

Title SY 17-18 SY 18-19 Total Program Lead- (1 FTE) $ 24,000 $ 24,720 $ 48,720 Lead Coaches- (2 FTE) $ 36,000 $ 37,080 $ 73,080 Summer Stipends $ 24,000 $ 24,000 $ 48,000 Total $ 84,000 $ 85,800 $ 169,800

Reason for travel SY 17-18 SY 18-19 Total NTC Symposium - 3 people $ 4,500 $ 4,500 $ 9,000 Broward Site Visit $ 9,000 $ 9,000 $ 18,000 National Program Leader Network- 3 $ 9,000 $ 9,000 $ 18,000 NTC Presenters Academy (starting in Y2 of Implementation) - 2 people $ - $ 3,000 $ 3,000 Mileage for Lead Coaches $ 10,000 $ 10,000 $ 20,000 Total $ 32,500 $ 35,500 $ 68,000

Description SY 17-18 SY 18-19 Total Laptops for grant personnel $ 3,600 $ 3,600 Office Supplies and Printing $ 15,000 $ 15,000 $ 30,000 Total $ 18,600 $ 15,000 $ 33,600

Description SY 17-18 SY 18-19 Total Indirect Rate $ 16,604 $ 16,892 $ 33,496

SY 17-18 SY 18-19 Total PERSONNEL $ 280,000 $ 286,000 $ 566,000

FRINGE $ 84,000 $ 85,800 $ 169,800 TRAVEL $ 32,500 $ 35,500 $ 68,000

SUPPLIES $ 18,600 $ 15,000 $ 33,600 SUBTOTAL $ 415,100 $ 422,300 $ 837,400 INDIRECT $ 16,604 $ 16,892 $ 33,496

TOTAL $ 431,704 $ 439,192 $ 870,896

INDIRECT (estimated 4%)

BUDGET SUMMARY

Shelby County Schools SEED Instructional Coaching Budget

PERSONNEL

FRINGE (estimated 30%)

TRAVEL

SUPPLIES

Invoicing Schedule and Instructions

This is a cost reimbursable Agreement for a not-to-exceed amount of $870,896 over the duration of the project.

The district shall submit a Quarterly Expenditure Report based on the schedule listed below. Payroll register, official ledger or receipts detailing each expense should be submitted along with the quarterly expenditure report.

QUARTERLY EXPENDITURE REPORT SCHEDULE Period Due to NTC

January 1 – March 31 April 30 April 1– June 30 July 15

July 1 – September 30 October 31 October 1 – December 31 January 31

All costs submitted for reimbursement must be documented and provided for review upon NTC's request.

On or before the due date listed above, the district shall email an electronic copy of the quarterly expenditure report and supporting documentation to Ellen Kendrick at ekendrick@newteachercenter.org.

Invoicing Instructions for Cost Reimbursement Agreements

All costs to be charged directly to a federal account must be allowable as defined in OMB Circular A-21, Cost Principles for Educational Institutions, that is, they must meet all of the following criteria:

• Reasonable• Benefit the project• Specifically identified with the project• Can be allocated easily and accurately

1. The expenditure report must be printed on the district’s letterhead and signed by anauthorized representative of the district.

2. All costs submitted for reimbursement must be documented and provided for reviewupon NTC's request.

3. Do not round off figures. Actual expenditures must be reported in exact dollars and centsand supported by additional documentation, including payroll register, official ledgerand/or receipts.

4. Items for reimbursement must be included in the approved site budget. Other costswill be disallowed.

EXHIBIT D

Quarterly Expenditure Report Shelby County Schools

Reporting Period:

Instructions:

1. Complete the Quarterly Expenditure Reporting Template and provide supportingdocumentation for each expense listed.

2. Complete the Budget Narrative. The purpose of the Budget Narrative is to ensure thatboth parties are in agreement with respect to current and future expenditures. Pleaseexplain any variance from the approved budget.

Budget Narrative

Discuss any variance or issue with the district’s quarterly expenditures, including potentialover- or under- spending, requests to adjust the approved budget or updates to the yearlyspending projections. All requests to adjust site budget must be reviewed and approved byNTC.

Signature: _____________________________ Date: ______________________

Name: ________________________________

Title: _________________________________

EXHIBIT E

6/10/16, LZ4.0, v1.2 © New Teacher Center All rights reserved. www.newteachercenter.org

EXHIBIT F

Technology Requirements NTC Learning Zone 4.0 – 2016-17 Portal to all services: http://learningzone.ntcportal.org

New Teacher Center recommends using the most up-to-date systems and browsers to make sure that all services and features are delivered as designed. All services are browser based, with the exception of an offline toolkit for My Tools, and Mobile Apps. The following minimum technology requirements have been tested and will provide excellent results across all NTC services. Older specifications are not supported by NTC. Please contact help@newteachercenter.org if you have questions.

Minimum Technology Requirements

Not sure of your browser version? Go to: http://www.thismachine.info

Mobile Apps

NTC Service App App Title App Store Title Information My Learning Canvas

(Instructure) Canvas iOS

Android

My Tools NTC FAS Tools NTC Tools App iOS (iPad only)

My Video Torsh Talent T Uploader iOS Android

Browsers

Internet Explorer 10+

Firefox 44+

Chrome 48+

Safari 7+

Operating Systems Mac OS 10.9+

Windows 8+

Chromebook

iPad iOS 8+

2 © New Teacher Center All rights reserved. www.newteachercenter.org

NTC Online Platforms Whitelisting

Please share the following information with your IT Staff to make sure that NTC’s Learning Zone is not blocked or caught by spam filters. Address the items below that are relevant to how your program uses NTC’s Online Platforms.

Please contact help@newteachercenter.org if you have questions.

NTC Service/ Platform Whitelist/Unblock

Single Sign On Portal

Whitelist: • learningzone.ntcportal.org (ports 80 & 443)• lzsp.ntcportal.org (ports 80 & 443)• lzidp.newteachercenter.org (ports 80 & 443)

Load Balancers: • lz-sp-loadbalancer-1891675312.us-east-1.elb.amazonaws.com

(lzsp.ntcportal.org)• lz-idp-loadbalancer-1181697775.us-east-1.elb.amazonaws.com

(lzidp.newteachercenter.org)• lz-tools-Loadbalancer-1613587275.us-east-1.elb.amazonaws.com

(ntctools.newteachercenter.org)• lz-tools-test-loadbalancer-76974441.us-east-1.elb.amazonaws.com

(programmanagement.newteachercenter.org)

My Learning

Canvas by Instructure ✝

Whitelist: • *.instructure.com sub-domain• notification IPs: 54.240.14.1, 54.240.14.2, 54.240.14.105, 54.240.14.139,

54.240.14.154, 54.240.14.188, 54.240.14.198, 54.240.14.199 Ports 80 / 443 / 8080 / 1936 / 1935

• safefiles.instructure.com• images.instructure.com• *.instructure.media.com (Kaltura media storage)• help.instructure.com• www.scribd.com

My Tools Whitelist: • https://ntctools.newteachercenter.org/tools/frontend• https://programmanagement.newteachercenter.org/cms/home

Meeting Feedback Tool SurveyGizmo ✝

Whitelist: • www.surveygizmo.com

3 © New Teacher Center All rights reserved. www.newteachercenter.org

NTC Service/ Platform Whitelist/Unblock

My Video Torsh Talent ✝

Whitelist, unblock, or clear from spam: • www.torshtalent.com • *.amazonaws.com • *.filepicker.io • torsh.uservoice.com • *.opentok.com • *tokbox.com • notification@torsh.com

Email Whitelist or unblock: • emss@newteachercenter.org • ntctools_noreply@newteachercenter.org • do-not-reply@communities.newteachercenter.org • help@newteachercenter.org • info@newteachercenter.org • onlinepd@newteachercenter.org • notifications@instructure.com

Receiving mail ports (depending on configuration): • 101 (POP unencrypted) • 995 (POP encrypted) • 143 (IMAP unencrypted) • 993 (IMAP encrypted)

Viewing Streaming Video Brightcove ✝

Whitelist www.brightcove.com: *.brightcove.com bcove.me *.llnw.net *.akafms.net

*.brightcove.net *.api.brightcove.com *.llnwd.net *.akamaihd.net

http port 80 and https port 443

Blackboard Collaborate ✝ Synchronous online seminars and forums

• Limited network bandwidth or high demand locations may “choke” the online meeting software. Please move to a location with more bandwidth.

• System software may not be up to date and may require your IT to update: o Blackboard Launcher Software required o Java may need to be up to date,

• Please direct IT staff to Blackboard Collaborate System Requirements for more details.

✝ Indicates SaaS. Other services are proprietary, developed by New Teacher Center.