CONSULTANT SERVICES CONTRACT This Agreement is entered into this _7_ day of _December__ 2016 by and between the Board of Education of the Enlarged City School District of Troy (hereinafter the "DISTRICT"), having its principal place of business for the purpose of this Agreement at 475 First Street, Troy, New York, and REACH LLC. © (hereinafter "CONSULTANT"), having its principal place of business for the purpose of this Agreement at School 2. A.

TERM: 1.

B.

The term of this Agreement shall be from December 2016 – June 2017 inclusive, unless terminated earlier as provided for in this Agreement. It is understood that the DISTRICT is under no obligation to renew this Agreement upon its expiration.

CONDITIONS: In performing services specified in this Agreement, it is understood that: 1.

CONSULTANT will be engaged as an independent Contractor, and therefore be solely responsible for the payment of federal and state income taxes applicable to this Agreement.

2.

Neither CONSULTANT nor any of its employees, agents, or assigns will be eligible for any employee benefits whatsoever relative to this contract including, but not limited to, social security, New York State Worker's Compensation, unemployment insurance, New York State Employee's Retirement System, health or dental insurance, or malpractice insurance, or the like.

3.

DISTRICT, if required by Federal or State requirements, will submit a Form 1099 and IT 2102.1 respectively at year-end to the Federal Government for all individuals having a gross income exceeding $600, which thereupon will be reported for income tax purposes.

4.

This Agreement, and any amendments to this Agreement, will not be in effect until agreed to in writing and signed by authorized representatives of both parties.

5.

DISTRICT reserves the right to reject any of the CONSULTANT'S staff, which the DISTRICT, at its sole discretion, may deem unqualified.

6.

CONSULTANT agrees to defend, indemnify and hold harmless the DISTRICT, its officers, directors, agents, or employees against all claims, demands, actions, lawsuits, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts arising from any willful act, omission, error, recklessness or negligence of the CONSULTANT, its officers, directors, agents or employees in connection with the performance of services pursuant to this Agreement. The obligations pursuant to this provision shall survive the termination of this Agreement.

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7.

C.

DISTRICT agrees to defend, indemnify and hold harmless the CONSULTANT, its officers, directors, agents, or employees against all claims, demands, actions, lawsuits, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts arising from any willful act, omission, error, recklessness or negligence of the DISTRICT, its officers, directors, agents or employees in connection with the performance of services pursuant to this Agreement. The obligations pursuant to this provision shall survive the termination of this Agreement.

SERVICES AND RESPONSIBILITIES: 1.

The CONSULTANT shall provide the services set forth in this Agreement to those student(s) referred by the DISTRICT through the Superintendent of Schools or his/her designee. The CONSULTANT shall undertake the responsibilities set forth at SCHEDULE “A” where indicated. The DISTRICT shall undertake responsibilities set forth at SCHEDULE “A” where indicated.

2.

During the term of this Agreement, the services to be provided by the CONSULTANT to the DISTRICT shall be: DTSDE SCHOOL REVIEW

3.

DISTRICT shall obtain whatever releases, prescriptions or other legal documents that are necessary for the CONSULTANT to perform its services pursuant to this Agreement.

4.

CONSULTANT shall perform all services under this Agreement in accordance with all applicable Federal, State and local laws, rules, and regulations, as well as the established policy guidance from the New York State Education Department.

5.

CONSULTANT shall provide all services pursuant to this Agreement in a competent, professional and timely manner.

6.

CONSULTANT shall provide services and maintain records, logs and reports including, but not limited to, those pertaining to confidentiality of student records, in accordance with all applicable laws, regulations, requirements of the New York State Education Department or Health Department and DISTRICT policies and procedures in force during the term of this Agreement. All students’ records, logs, etc., will be the property of the DISTRICT and will be considered mandated records.

7.

The DISTRICT shall have the right to examine any or all records or accounts maintained by the CONSULTANT in connection with this Agreement.

8.

CONSULTANT shall observe and comply with all applicable DISTRICT Policies and Regulations while on the grounds of the DISTRICT or providing services under this Agreement.

9.

CONSULTANT shall comply with all applicable provisions of the Safe Schools Against Violence in Education (SAVE) Act, including, but not limited to

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background checks and fingerprinting of all staff directly providing services to students. All persons providing services to the DISTRICT pursuant to this Agreement must receive clearance for employment by the New York State Education Department prior to the provision of such services.

D.

10.

CONSULTANT shall attempt to provide substitute coverage in the event of the absence of the regularly scheduled service provider. The services of the substitute provider shall be in accordance with all terms and conditions of this Agreement.

11.

In the event that the parent or person in parental relation to a student(s) receiving services pursuant to this Agreement initiates litigation in connection with such services, CONSULTANT shall promptly give written notice of same to the DISTRICT.

REPRESENTATIONS: 1.

CONSULTANT represents that all services under this Agreement shall be provided by qualified individuals of good character, and in good professional standing. CONSULTANT represents that no individuals providing services under this Agreement are currently charged, nor in the past have been charged with any relevant criminal or professional misconduct or incompetence. Upon execution of this Agreement, CONSULTANT shall provide copies of required licenses/certifications of all professionals providing services to student(s) under this Agreement.

2.

In the event that the required license/certification of any agent or employee of CONSULTANT providing services under this Agreement is revoked, terminated, suspended, or otherwise impaired, CONSULTANT shall immediately notify the DISTRICT in accordance with the requirements for all notices pursuant to this Agreement set forth below. COMPENSATION:

E. 1.

The DISTRICT shall pay CONSULTANT in accordance with the following fee schedule, following the presentation of detailed invoices by CONSULTANT to the DISTRICT: _$7,500_(Not to exceed $7,500) SEE ATTACHED SCHEDULE A

2.

The DISTRICT will not incur any charges should any provider placed by the CONSULTANT be absent for any reason whatsoever. However, should a student be absent, the DISTRICT will be billed for the scheduled session unless the DISTRICT provides the CONSULTANT with timely notice of the student’s absence.

3.

The CONSULTANT shall submit invoices for payment on a monthly basis. All invoices shall include the services provided, the total hours, the dates that the invoice covers, and the total amount due for the period specified. The

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DISTRICT shall pay CONSULTANT within thirty (30) days of the DISTRICT’s receipt of such invoice. 4.

The DISTRICT shall give the CONSULTANT notice of any invoice disputes within twenty (20) days of its receipt of the invoice, and reserves the right to withhold payment pending the resolution of the dispute.

5.

Neither CONSULTANT nor any of its personnel shall share or accept any fee or gratuity for services provided pursuant to this Agreement except as expressly set forth in this Agreement. INSURANCE:

F.

G.

1.

CONSULTANT, at its sole expense, shall procure and maintain such policies of commercial general liability, malpractice and other insurance as shall be necessary to insure the CONSULTANT and the DISTRICT, including the Board of Education, employees and volunteers, as additional insured, against any claim for liability, personal injury, or death occasioned directly or indirectly by CONSULTANT in connection with the performance of CONSULTANT’S responsibilities under this Agreement; each such policy shall provide a minimum coverage of One Million Dollars ($1,000,000.00) per occurrence subject to an annual aggregate of Three Million Dollars ($3,000,000).

2.

The insurance is to be underwritten by a licensed and/or admitted New York State Insurer with a minimum Bests rating of A-minus.

3.

In the event any of the aforementioned insurance policies are cancelled or not renewed, the CONSULTANT shall notify the District in writing within thirty (30) days of such cancellation or non-renewal.

4.

Upon the execution of this Agreement, CONSULTANT will supply the DISTRICT with a Certificate of Insurance including the DISTRICT, Board of Education, Employees and Volunteers as Additional Insured, a copy of the Declaration pages of the policies, and a copy of the additional insured endorsement.

TERMINATION: 1.

Either the CONSULTANT or the DISTRICT may terminate this Agreement upon thirty (30) days prior written notice to the other party. Such notice shall be given in accordance with the requirements for all notices pursuant to this Agreement set forth below.

2.

The parties agree that CONSULTANT’S failure to comply with any terms or conditions of this Agreement will provide a basis for the DISTRICT to immediately terminate this Agreement without any further liability to CONSULTANT.

3.

In the event the CONSULTANT or the DISTRICT terminates this Agreement with or without cause, such termination of the Agreement shall not discharge the parties’ existing obligations to each other as of the effective date of termination.

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H. MISCELLANEOUS 1.

All notices which are required or permitted under this Agreement shall be in writing, and shall be deemed to have been given if delivered personally or sent by registered or certified mail, addressed as follows: To District:

To Consultant:

John Carmello Superintendent of Schools Troy City SD Administration Building 475 First Street Troy, New York 12180 Monica George- Fields President & CEO of REACH LLC © 434 Malcolm X Blvd Suite 1/ Second Floor New York, NY 10037

2.

It is expressly understood that this Agreement shall not be assigned or transferred without prior written consent of the other party.

3.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce every provision of this Agreement.

4.

Should any provision of this Agreement, for any and/or unenforceable, such decision shall not remaining provisions of this Agreement. Such remain in full force and effect as if this Agreement invalid provision(s) eliminated.

5.

This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and governed by, the laws and regulations of the State of New York and applicable Federal laws and regulations. Any dispute arising under this Agreement shall be litigated in the Courts of Rensselaer County, New York.

6.

This Agreement, is the complete and exclusive statement of the Agreement between the parties, and supersedes all prior or contemporaneous, oral or written: agreements, proposals, understandings, representations, conditions or covenants between the parties relating to the subject matter of the Agreement.

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reason, be declared invalid effect the validity of the remaining provisions shall had been executed with the

SCHEDULE A

See attached document.

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REACH©, LLC PM/Calendar/Invoice/Agreement Document Agreement for Troy City School District Monica George-Fields

9/1/16

Calendar Agreement

November 30, 2016 Natelege Turner-Hassell School #2 470 10th St Troy, NY 12180

Dear Principal Turner-Hassell:

We are extremely excited about the work you have contracted with REACH©, LLC for the 20162017 school year. Our team is looking forward to providing your staff with service that is second to none. Please note the following information, as it pertains to your contract:

Project Manager Email Address Telephone Number

School Reviews Turquoise Gaddy [email protected] 917-475-1464

Please note that REACH©, LLC has a non-negotiable bi-weekly deliverable payment policy. District and school leaders are expected to prepare to approve services rendered upon receipt of the bi-weekly REACH©, LLC invoice. The inability to honor this payment requirement will lead to a cancellation of your district’s or school’s contract. Furthermore, within 7 (seven) days of receipt of this agreement packet, forward a copy of the aligned purchased order to [email protected]. Sincerely, Monica George-Fields President and CEO

1 WHY THIS APPROACH? REACH© has created an approach to deliver leadership training, mentoring, and coaching that provides highly effective strategies that combine current researched-based theory with shoulder-to-shoulder practice. This approach aligns to John Maxwell’s Five Levels of Leadership. It also allows for leaders to work from areas of strength rather than weakness.

The ability to reflect as an educator is a precious commodity that school leaders value, but rarely prioritize. At REACH©, our experience finds that when district leaders and staff members have the opportunity to reflect, they struggle when the time comes to convert their reflection into action. This is a common issue found in many districts, which is at the forefront of REACH’s approach to improving outcomes and sustaining high levels of achievement by closing the reflection-action gap. According to Maxwell (2011), decision-making and precise actions are key to effective leadership. However, in order for leaders to make decisions and act on them appropriately, they must understand the art of getting to the core of overt and covert problems by examining data. The REACH© Leadership Program is specifically designed to take the participants through an experience that will help them develop the skills and knowledge necessary to be successful in their leadership roles. Our Qualifications: REACH©, LLC executives have over 60 years of successful educational experiences. These experiences include district leadership, school leadership, successful school transformation and turnaround experiences, professional development, strategic planning, program creation and development, and leadership mentoring and coaching. Our Staff: REACH©, LLC has over 15 contracted educators who all have proven records of successful district and school leadership. Many of our contractors have worked to turnaround some of the lowest-performing schools and districts in New York State. In addition, the executives and company have worked with districts leaders within New York City Department of Education, New York State, Texas, England, Philadelphia, Minnesota, Michigan, and Miami. Our program assistant has extensive experiences with confidential matters, program coordination, databases, and office operations. By project’s end, the participating senior level staff members will have developed the skillset and capacity necessary to identify and immediately create a strategy for solving any issues that arise in the district or schools.

BACKGROUND OF ORGANIZATION The REACH team is known for creating unique and targeted programs to address the specific needs of its clients. We understand that each district is different with embedded cultures that may or may not respond positively to new initiatives or experiences. It is not surprising to find that a district community needs to have more than one response to the varying identified issues. When that is the case, REACH™ ensures to create a system of support that doesn’t overwhelm the district. Our detailed plans are the cornerstone of providing quality professional development. The limited number of support organizations available to guide and assist schools and educational programs has impeded the call for quality educational experiences. REACH©, LLC provides education solutions to schools, districts, and programs by bringing educators with proven records of successfully leading school change and innovative programs and products to the forefront of our services. REACH, LLC is a consulting firm dedicated to providing educational support to districts and schools that are striving to improve the academic and achievement experiences. Our vision and mission statements are: Our Vision- Through collaboration, commitment, and a common quest for understanding worldly academia and cultural competence, our educational partners will develop citizens of the world who will help create and maintain a better place for everyone to live and thrive. Our Mission- Our mission is to provide high quality personal coaching and support to schools and districts so that they come to develop the skills and culture to improve achievement and sustain success. Our core values are: • Providing schools and districts with services from experienced and successful educators; • Seeking and promoting continuous growth; and • Maintaining high standards for all students served by our partnering schools and districts REACH©, LLC is achieving its mission by providing side-by-side and shoulder-to-shoulder coaching for senior level staff members. We provide this guidance while using our unique, innovative programs and tools that help organize data, identify explicit protocols that lead to effective collaboration, and other courselike programs that address structures, systems, and other concepts that exist in highly effective schools. Our organization structure and commitment to educational excellence enables REACH©, LLC the ability to support numerous educational institutions, including Buffalo Public Schools District. All REACH©, LLC Senior Academic Facilitators and consultants have over 15 years of teaching, coaching or leadership experience spanning the grade PreK-16 continuum.

Reimagine Excellence and Achievement Consultant House, LLC REACH Educational Solutions Program Description

School Review Process: REACH founder, Monica George-Fields, is the chief creator and architect of the New York State Education Department (NYSED) Diagnostic Tool for School and District Effectiveness (DTSDE) and the Diagnostic Review for Optimal Conditions of Learning in Schools and Districts (DROCLSD) School and District Review processes. These review processes are used in over 700 schools and 70 districts in New York State, Michigan, and Minnesota. In New York State, the tenets outlined in the DTSDE are required, by state legislature, to be used to determine eligibility for Receivership. REACH© review protocols include a rubric to develop common understandings and language aligned to effective practices and strategies in all schools and districts. During the review process, a team of experienced reviewers conduct a qualitative review process using common templates to visit classrooms and interviewing several focus groups, such as families, teachers, students, student support staff, and the principal. District reviews are conducted by interviewing focus groups consisting of curriculum and instruction departments, student support teams, human resource teams, budgeting teams, and the superintendent’s cabinet. Also, districts may request to have a unique school and district review rubric, protocols and processes created to address their needs. During the creation process, REACH© Senior Academic Facilitators (SAF) meet with district and school personnel and community stakeholders, identified by the district, to determine the guiding principles that undergird the overarching goals and vision established at the district level. The SAFs work collaboratively with the district and school leadership to create a rubric that aligns the identified principles to optimal practices and strategies school and district communities should use to achieve the outlined goals. Also, REACH SAFs will conduct focus group interviews, administer surveys, and assess the district’s vision, mission statements, and strategic plan. Once the rubric is agreed upon, the protocols and templates to conduct the district’s unique process with fidelity are created.

REACH, LLC

434 Lenox Avenue / Suite 1- 2nd Floor / New York, NY 10037 917-475-1374 (wk.) / 917-475-1242 (fax) / [email protected]

Reimagine Excellence and Achievement Consultant House, LLC REACH Educational Solutions District/School Service Calendar and Deliverable The below calendar is proposed to deliver the work agreement your district has with REACH©, LLC. Once agreed upon by both the REACH©, LLC consultant and district/school in contract with REACH©, LLC, all requests for calendar changes must be made 14 business days in advance. No request will be considered official without formal written notification to the REACH©, LLC project manager at least 14 (days) in advance. Furthermore, the rescheduling of days will be made in consideration of the assigned consultant’s availability and may result in an alternate REACH©, LLC consultant. Cancellations made without the proper notification will result in the district/school being billed for the scheduled services. School Service Reviews REACH Facilitator Cell Number 917-475-1366 Month of Service # Days March

3 days

Number of Contract Days 3

3 Days -(2) In-school Review (1) Debrief Monica George-Fields

Email Address Calendar Days 6th -9th

[email protected] Deliverable 1 School review with calibrated report (2 ) days in district (1) Day Debrief

I agree that these days are binding and are only subject to change in accordance with the REACH©, LLC calendar change policy. _________________________________________ _____________________

Superintendent’s Signature

Date

REACH, LLC

434 Lenox Avenue / Suite 1- 2nd Floor / New York, NY 10037 917-475-1374 (wk.) / 917-475-1242 (fax) / [email protected]

School District: Troy City School District School #2 School (if applicable): Contract Start & End Date: January 2017 Invoice Date:

REACH, LLC EDUCATIONAL SOLUTIONS

NYCDOE Vendor # N/A

557 Grand Concourse Suite 3-167 Bronx, NY 10451

All invoices must be processed within 10 business days of receipt.

646-389-8228 work 347-329-0361 fax www.reachedsolutions.com

INVOICE Consultant Name: Address: REACH, LLC. 557 Grand Concourse Suite 3-167 Bronx, NY 10451 Telephone: (917) 475 - 1374 l Fax: (917) 475-1242 Email: [email protected]

Item # Number

Deliverables/Item Type of Service

1

School Review

Staff: _______________________ Dept: _______________________ Purchase Order #: ____________

Qty. Units Reviews 1

Price per Unit

Cost

Price Per Unit

Total

$7,500.00 Subtotal

$7,500.00 $7,500.00

TOTAL PAYABLE

$7,500.00

This invoice is representative of my district’s/school’s agreement with REACH©, LLC. _________________________________________

_____________________

Superintendent Signature

Date