PURCHASE CONTRACT. 21, due no later than July 31, 2014

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1 Purchase Contract: Annual Student Licenses Imaginelearning PURCHASE CONTRACT June 19, 2014 This purchase contract documents a purchase of the Imagine Learning program by Broken Arrow Public Schools in the state of Oklahoma from Imagine Learning, Inc. to address the individualized instructional needs for language and literacy of students in. In consideration of payments made by Broken Arrow Public Schools in the amount of$21, , Imagine Learning is providing 300 annual student licenses of the Imagine Learning program. The payments for this amount are as follows: 21, due no later than July 31, 2014 This purchase amount of$21, is a one-time offer valid with a signed contract on or before July 31, 2014, and a receipt of a purchase order on or before July 31, The quote number for this purchase order is QT The term for these licenses is from July 2014 until June 30, The Imagine Learning software program is uniquely suited to meet the needs of Broken Arrow Public Schools students and is only available from Imagine Learning, Inc. Please see the attached sole source letter. Based on this purchase of licenses and receipt of all payments specified above, the details of the purchase shall include the following: 1. Implementation and Training Services. The implementation and training services fees( specified on the attached quote) are included with the cost of the licenses. Domestic travel to the site, installation of the software on the server, and client installation of the software on computer stations PCs, MacBook Airs, imac, MBP, laptops, etc.), and any troubleshooting associated with the installation is included at no additional charge. Any remote or onsite troubleshooting concerning the implementation is also included. Implementation services also include two basic implementation trainings for up to twelve trainees at no additional cost. 2. Support and Upgrades. As part of the license purchase, Imagine Learning will provide support services and upgrades to Broken Arrow Public Schools according to the schedule specified below, including but not limited to phone, computer, and on- site support. a. Imagine Learning support is available by telephone at ILSUPPORT Monday through Friday, 6: 00 a.m.- 6: 00 p.m. MST. b. Calls to Imagine Learning support by teachers, administrators, technicians, etc., are answered by a live support agent and handled immediately. c. Other communications to our support team, including s and after-hour messages, are answered within one business day. d. On- site support will be provided as deemed necessary by the Imagine Learning support team in conjunction with Broken Arrow Public Schools personnel. e. Support services and upgrades are included at no additional charge for one year from date of purchase. Page 1 of River Park Drive P Provo, UT USA F com

2 Purchase Contract: Annual Student Licenses f. Imagine Learning will provide updates to the Imagine Learning program on a regular basis; the district will receive newly developed content when available during the term of the licenses. The district will be notified regularly by Imagine Learning of new content and can opt out or into these updates at any time during the term of the licenses. 3. Usage. With this purchase, Broken Arrow Public Schools agrees to partner with Imagine Learning in implementing and using the program with fidelity. This includes using the program as recommended( at least 20 minutes per student, per school day for pre-kindergarten and kindergarten students; at least 30 minutes per student, per school day for students in first grade and above). 4. Pricing. This pricing offer will expire if a purchase order is not received by July 31, 2014 at which time pricing will switch to standard rates. This signed agreement must be received by Imagine Learning on or before July 31, 2014 or this agreement will be considered void. ACCEPTED AND AGREED: Broken Arrow Public Schools Imagine Learning, Inc. By: Print Name: Title: Date: By: Print Name: Title: Date: Page 2 of River Park Drive P Provo, UT USA F com

3 Purchase Contract: Annual Student Licenses Imagine Learning The scope of this agreement includes the following focus, description, parameters and specific responsibilities agreed to by both the School and Imagine Learning: Project Title: Imagine Learning Efficacy Study Project Focus: Student achievement for English learners and African American students Purpose: To document the impact Imagine Learning' s language and literacy software has on students versus those who do not. Outcomes: ( 1) Analysis of student achievement data from district, state, and Imagine Learning and ( 2) the correlation between the time using Imagine Learning' s software and student achievement. Parameters and Requirements( District): Number of students: Imagine Learning will provide up to 300 licenses at the discounted price Grade levels of students: Grades k- 4 Randomization process: Use random selection by grade/ class( ensure everyone is comfortable with the two groups afterwards) Required usage levels: minutes/ week Student Achievement/ Test data to be collected ( and when): We need demographic data one week prior to launching the study. For English learners we would like any ELL specific tests already administered by the district. Training and other requirements: All training sessions are mandatory for identified participants Parameters and Requirements( Imagine Learning): Number of software licenses to be provided: up to 300 Number of headphones to be provided: Trainer and support staff to be provided: As needed As described above Imagine Learning Project Manager/ contact information: Marc Liebman, Chief Academic Officer marc. liebman@imaginelearning. com Jeff Pendleton, Area Partnership Manager Jeff. com Page 3 of River Park Drive P Provo, UT USA F com

4 Imagine learning Proposal QT / 30/2014 6/ 14/2014 Jeff Pendleton Attn: Shannon Turner Attn: Shannon Turner Broken Arrow Public Schools Broken Arrow Public Schools 701 S. Main Street 701 S. Main Street Broken Arrow OK Broken Arrow OK Any questions about this proposal may be directed to your Area Partnership Manager, Jeff Pendleton, at( 801) or com. j 1 Implementation Services 3, , Imagine Learning annual license , Discount for being research partner 30, , Headsets- Undetermined PC or MAC , Discount for being research partner 9, , tt II) Please fax, , or mail the Purchase Order to: fax: PO@imaginelearning. com mail: Imagine Learning 191 River Park Dr Provo, Utah Total 21, This proposal is provided as a courtesy to you, our customer. Any taxes, duties, and fees are estimates only and are provided for planning purposes. Actual amounts will be invoiced.

Measure the effectiveness of Imagine Learning through Rancomizec Controllec Trials y( elmaginelearning Why a Randomized Controlled Trial ( RCT)?

5 Measure the effectiveness of Imagine Learning through Rancomizec Controllec Trials y( elmaginelearning Why a Randomized Controlled Trial ( RCT)? Randomized Controlled Trials are the gold standard for measuring effectiveness, according to the Department of Education. RCTs provide the following: 1. The most trusted analysis of the effect of Imagine Learning on your students. 2. Insights into how Imagine Learning can better align with state/ local standards. 3. Study results that can be presented at conferences and published in academic journals. Is an RCT worth participating in? Yes. RCTs are studies that randomly assign students to an intervention or control group. The most difficult part is identifying students who could benefit from Imagine Learning and assigning half of them to use it. Comparison groups can be created without using random assignment, and according to the Department of Education " can play a valuable role in education;" however, "the evidence cautions strongly against using even the most well- matched comparison- group studies as a final arbiter of what is effective and what is not."' Is an RCT fair to the students who are not selected to use Imagine Learning? Yes. Students not using Imagine Learning do not lose any instructional time during the study. Most importantly, educators will have the best evidence about the effectiveness of Imagine Learning to guide their decision- making process about which students need intervention. Imagine Learning will: Coordinate with you to set up a research study that meets the rigorous scientific standards set by the United States Department of Education. Provide consultation, training, and analysis after the study. You agree to: Ensure that students meet recommended use of Imagine Learning: ( K- 1: 20 min./ day, Gr. 2+: 30 min./ day). Use Imagine Learning outside of the core English Language Arts instructional block and outside of English Language Development instruction. ( Exceptions could be made.) Provide Imagine Learning with student- level test scores and demographics for analysis. Participate in the study for the duration of one school year. What we need to know: How many students can potentially benefit from Imagine Learning that have not already used the program? Which assessment( s) would you like to use in order to measure student gains? How many computers are available for Imagine Learning use? 1." Identifying and Implementing Educational Practices Supported by Rigourous Evidence: A User Friendly Guide," U.S. Department of Education, accessed July 2, 2013, www2.ed.gov/ rschstat/ research/ pubs/ rigorousevid.pdf

6 k System Requirements Version 12 I ine Learning t

7 Copyright 2012 Imagine Learning, Inc. All rights reserved. No part of this work may be reproduced or transmitted in any form or by any means, electronic, mechanical, or otherwise, including photocopying or recording, or by any information storage or retrieval system without prior written permission of the copyright owner. Imagine Learning, Imagine Learning English, the Imagine Learning Logo, the Imagine Learning English Logo, and TrueData are trademarks or US registered trademarks of Imagine Learning, Inc., in the United States and in other countries. The trademarks and names of other companies and products mentioned herein are the property of their respective owners. Copyright 0 Imagine Learning, Inc. Page 2 of 10

8 Contents System requirements overview 4 Virtualization requirements 4 Imagine Learning Server requirements 4 Network infrastructure requirements 7 Imagine Learning Media Server requirements 8 Imagine Learning Imagine Learning user workstation requirements 9 Play@Home requirements 10 Copyright 0 Imagine Learning, Inc. Page 3 of 10

9 System requirements overview This document describes the hardware, software, and network infrastructure required to run Imagine Learning software successfully in your specific IT environment. Imagine Learning software includes these key components: Imagine Learning Server A dedicated SQL database, either on the Imagine Learning Engine or on district or schoolprovided hardware Imagine Learning Media Server A user workstation that can access both the Imagine Learning Server and Media Server Virtualization requirements You can install the Imagine Learning Server and the Imagine Learning Media Server either on a physical machine or in a virtual environment in either case, the system requirements for each component are the same. However, if you choose to install the Imagine Learning Server or Imagine Learning Media Server in a virtual environment, Imagine Learning supports these virtualization products: Microsoft Hyper-V 6. 1 VMware ESX/ESXi version 4. 1 or 5 Imagine Learning Server requirements This section explains the hardware and software requirements necessary to run the Imagine Learning Server. The Imagine Learning Server requires a dedicated SQL database. If you purchase the Imagine Learning Engine, a SQL database is installed and pre- configured for you on the same physical hardware as the Imagine Learning Server. If you are hosting the Imagine Learning Server on your school or district hardware, the SQL database can be hosted on your district' s SQL server or cluster, or it can reside on a local virtual machine or physical server. If you choose to install the SQL database on your school or district hardware, you need to establish a connection between the SQL database and the Imagine Learning Server. You will also need to back up the data in your database on a regular basis. ( For specific instructions on how to connect your SQL database to the Imagine Learning Server, see the Imagine Learning Deployment Guide.) Imagine Learning system requirements are based on projected student usage levels. The maximum number of concurrent users and the maximum number of users that you plan to store in the SQL database determine which implementation level is most appropriate for your school or district. Each implementation level prescribes different system requirements. Copyright 0 Imagine Learning, Inc. Page 4 of 10

10 The Imagine Learning Server and SQL database can be installed on a physical machine or in a virtual environment that meets these hardware and software specifications: Imagine Learning Level 1 Server Level 2 Server Level 3 Server Engine Implementation Implementation Implementation Max Users in DB 3, 000 users 3, 000 users 50, 000+ users 250, 000+ users Concurrent users users 1-2, 500 users 2, 500-5, 000+ users Users a' r ' +; CPU Pre-configured 1 quad- core 2 quad- core 3+ quad- core with: processor processors processors 1 quad- core processor Memory Pre- configured 8 GB RAM 10 GB RAM 24 GB RAM with: 8GBRAM Disk Space Pre- configured 1. 5 GB for Imagine 1. 5 GB for Imagine 1. 5 GB for Imagine with: Learning software Learning software Learning software 120 GB for Imagine 80 GB for media 150 MB per student 150 MB per student Learning software, files (if Media for recordings for recordings SQL database, Server is installed) Media Server, and 150 MB per student student recordings for recordings 250 GB for Additional space database backups for database backups, if needed Disk Space for Pre- configured 3-5 MB per 3-5 MB per 3-5 MB per Database with: student student student 10 GB, per 10 GB limit if using Microsoft SQL Microsoft SQL Express 2008 R2 restrictions Express 2008 R2 Note: You must add this space requirement to the total disk space required if you install the database and Imagine Learning Server on the same hardware. Note: These requirements depend on the total number of students in your system and are to help maintain scalability as student numbers grow. Copyright 0 Imagine Learning, Inc. Page 5 of 10

11 Network Cards Pre- configured 1 Gbps network 2 Gbps network 4+ Gbps network with: card cards cards 1 Gbps network card Note: If you are using multiple network cards, Imagine Learning strongly recommends that you aggregate them. Operating Pre- configured Windows 7 Microsoft Windows Microsoft Windows System with: Server 2008 R2 Server 2008 R2 Microsoft Windows Windows 7 Server 2008 R2 Database Pre- configured Microsoft SQL Microsoft SQL Microsoft SQL with: Express 2008 R2 Server 2008 R2 Server 2008 R2 Microsoft SQL Express 2008 R2 Microsoft SQL Server 2008 R2 Note: If you are using Microsoft SQL Server 2008 R2, then all Microsoft SQL Server licensing is the responsibility of your school or district. Note: For disk space requirements, see the " Disk Space for Database" section above. Copyright 0 Imagine Learning, Inc. Page 6 of 10

12 Network infrastructure requirements This section explains the network infrastructure requirements necessary to run Imagine Learning successfully. It explains the network speed required to stream media to a web browser on a user workstation, as well as to accommodate media stored locally on the user workstation. It also explains any Internet connections that need to remain open and accessible. Bandwidth media streamed to user workstation) 65 MB of data per student during a single 30- minute session Note: The total bandwidth required to stream media to the user workstation depends on the number of active students using Imagine Learning. For scalability reasons, you can use this calculation to determine how much bandwidth you require: Number of concurrent students) x 65 MB x 8 megabits = Total Mbps needed 1800 sec Bandwidth 1-4 MB per student during a single 30- minute session media stored locally on user workstation) Accessibility An available static IP address and network port per Imagine Engine Port 8080 open on internal network to stream media from Imagine Media Server to user workstation An outbound Internet connection to: media. imaginelearning. net" to access the upstream Imagine Learning Media Server at the Imagine Learning CDN for content updates services. imaginelearning. net" for support and reporting purposes Copyright 0 Imagine Learning, Inc. Page 7 of 10

13 Imagine Learning Media Server requirements This section explains the hardware, software, and deployment requirements necessary to run the Imagine Learning Media Server. It also explains the number of Media Servers required to support different implementation levels, and provides recommendations about whether to install the Media Server on the same hardware as the Imagine Learning Server, or in a separate physical or virtual environment. The Imagine Learning Media Server can be installed on a physical machine or in a virtual environment that meets these hardware, software, and deployment specifications: r., r';-.:' d,. sr n r - z, ma cc v 5` s' id' 11L c" `, 7- g. s fi 1 quad- core processor Memory 4-6 GB RAM Disk Space 80 GB Network Cards 1 Gbps network card d.,.. a :.. s e r:. 9 i'4i;;', eg Y.^,< x5g 6e 4 ir, n1«1'?..- t:. k; xp3, - s z l`x s,, e u., a i Operating System If you are installing a Media Server at the school or district level: Windows XP, Windows 7, or Windows 2008 R2 If you are installing a Media Server on a user workstation: Windows XP or Windows 7 Mac OS X 10. 5, 10. 6, or gg i-,. :$:,.': ' ' r. d. y., -'.. 4_,...,, ``. 4 z, ss f s' ; e,,,,.. : Imagine Learning Level 1 Server Level 2 Server Level 3 Server Engine Implementation Implementation Implementation of Media Servers Pre- configured 1 Media Server 2+ Media Servers 4+ Media Servers with: installed on installed on installed on independent independent independent 1 Media Server hardware or VM hardware or VM hardware or VM installed on provided hardware Note: Imagine Learning recommends that you add 1 additional Media Server for every 500 active students using Imagine Learning. Copyright Imagine Learning, Inc. Page 8 of 10

14 Imagine Learning user workstation requirements This section explains the hardware and software requirements necessary to stream Imagine Learning onto a user workstation. You may opt to install a Media Server locally on your user workstations. Imagine Learning can be installed and streamed onto a user workstation that meets these hardware and software specifications: li. 1 Windows Memory 1 GB RAM Macintosh P GHz or Core 2 Duo processor( or Core 2 Duo processor ( or better) better) Disk Space 20 GB ( if a local Media Server is installed) 8 MB ( if a local Media Server is not installed) Network Cards 10/ 100 Mbps network card Printer Headphones High- quality printer A set of headphones with microphone for each workstation 4' ir':- " zs '., rt''... = a. as. x... 12z r.+a f m.'.` Operating System Windows Macintosh Windows XP Professional SP3 Mac OS X Windows Vista SP1 Mac OS X Windows 7 Mac OS X Web Browser Windows Macintosh Internet Explorer 7. x or later Firefox 3. x or later Safari 5. x or later Firefox 3. x or later Chrome 13. x or later Note: All supported browsers must have the Microsoft Silverlight 5. 0 browser plug- in installed. Copyright 0 Imagine Learning, Inc. Page 9 of 10

15 Imagine Learning Play Home requirements This section explains the hardware, software, and network requirements necessary to stream Imagine Learning onto a remote user workstation Lg } C 7% 7gs v,:, n e' Z i - n. v r3. Y.,,... P? ems;, r.',`,.>_... h..,._.,',, Ir. Windows P GHz or Core 2 Duo processor ( or better) Macintosh Core 2 Duo processor (or better) Memory 1 GB RAM Monitor 15- inch monitor ( 1024 x 768) Sound card Supports headphones ( or speakers) and microphone Video card Supports 32- bit color depth n r 4#.. L ' ti x, Operating System Windows Macintosh Windows XP Professional SP3 Mac OS X Windows Vista SP1 Mac OS X Windows 7 Mac OS X Web Browser Windows Macintosh Internet Explorer 7. x or later Firefox 3. x or later Safari 5. x or later Firefox 3. x or later w. c - : 7 i Vi., Chrome 13. x or later Note: All supported browsers must have the Microsoft Silverlight 5. 0 browser plug- in installed. i a 34..,- F i a`- af f'k. 3 3 r p T > x. ks'': x -. 5 :::." fix`" a, F m`;, $, m n r;. F:' e" g7, mot` ' i -',- a2` :." v.,' 3,.,.:, :,., 3. as,` d ' rs'.., a. a,_..:.: ss.. aisaa,. n:. :.,',..., s.a,.. zrc, E,,_...,.,;...'. Bandwidth 1. 5 Mbps media streamed to user workstation) Accessibility Port 80 or 8080 open to stream data from Imagine Server to user workstation Port 8080 open to stream media from Imagine Media Server to user workstation Note: The organization should enable the respective ports to penetrate the firewall to the Imagine Learning Server and Media Server. Copyright 0 Imagine Learning, Inc. Page 10 of 10

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