SEED Continuation Agreement 2007 - Venture Philanthropy Partners

CONTINUATION AGREEMENT
This Continuation Agreement (“Continuation Agreement”) is made and entered into by and between
Venture Philanthropy Partners, Inc. (“VPP”) located at 1201 15 th Street, NW, Washington, DC 20005
and the SEED Foundation (“SEED”) located at 1776 Massachusetts Avenue, NW, Washington, D.C.
20036. This Continuation Agreement is contingent upon written approval by both the VPP and SEED
boards of directors by the Approval Date of November 29, 2007. If approval of both boards is not
received on or before the Approval Date, this Continuation Agreement is null and void.
The terms and conditions specifically noted and modified by this Continuation Agreement supersede the
terms and conditions of the original investment agreement (“Agreement”) dated August 15, 2006. All
other terms and conditions of the Agreement will remain in force as stated.
1. Revised Aspiration and Goals. SEED’s original aspirations were to expand its program of a
college preparatory urban boarding school to one additional campus and to an additional 600 students
in the National Capital Region, and to create a best in class educational, boarding school experience
for the youth served.
During the first year of the investment partnership, VPP’s funding and strategic assistance, as defined
in this Agreement, will support work on the following key initiatives:
• Identify a second campus within the National Capital Region and gain all approvals necessary to
open this second school site.
• Refine the Foundation organizational structure and expand the core leadership team to facilitate
the growth from one site to multiple sites.
• Analyze and restructure the SEED Foundation and SEED Public Charter School boards to move
toward a non-executive chairman model for each.
• Significantly improve both the academic and student life programs and document the programs
for replication.
• Establish primary and secondary measures of student academic and student life outcomes,
monitor performance to outcomes across the academic and student life programs, and analyze the
data collected to help manage the growth and effectiveness of the organization.
• Expand and enhance management, financial, and outcomes measurement systems to support a
complex, multi-site enterprise.
The aspirations and goals for the SEED Foundation as defined in the original Investment Agreement
are unchanged with the exception of the following:
While SEED has making progress on advancing select milestones toward its aspiration, it is
highly unlikely that SEED will achieve its main goal of serving 600 children by opening a second
campus in the National Capital Region. While the expansion our original investment was
intended to support has been put on hold for at least a year, we continue to be supportive of the
SEED model for addressing the complex educational needs of disadvantaged urban youth in this
region.
2. Milestones. Based upon a joint review and assessment of SEED’s performance to milestones,
and considering the current operating environment, VPP and SEED have identified and defined the
outcomes for children and families, outputs, and organizational accomplishments, for the ensuing year of
the investment, collectively referred to as the Milestones, that are required to advance SEED’s progress
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toward achievement of their Aspiration and Goals. The Milestones for Year Two, which have been
mutually agreed upon by VPP and SEED, are presented in Attachment A and are an integral part of the
Continuation Agreement.
3. Contingent Capital Schedule. The following Capital Schedule has been determined as a result
of the Annual Review Process and assessment of performance to Milestones for the prior period. The
Contingent Capital for Year Two of the investment agreement in the amount of $525,000 for the period
ending June 30, 2008 is committed at the amount specified; consistent with the amounts required to
advance the mutually agreed upon Milestones. Capital investments for the subsequent year totaling
$438,000 are contingent upon the Milestones to be achieved by their respective dates. The committed
capital is paid quarterly in accordance with the projected expenses for the period.
Milestones to be Achieved and
End Date
Not applicable
Year One Milestones to be
achieved by June 30, 2007
Year Two Milestones to be
achieved by June 30, 2008
Year Three Milestones to be
achieved by June 30, 2009
Original
$650,000 initial funding for
Year One period July 1, 2006 –
June 30, 2007
$525,000 contingent funding
for Year Two period July 1,
2007 – June 30, 2008
$438,000 contingent funding
for Year Three period
July 1, 2008 – June 30, 2009
No contingent funding provided
beyond June 30, 2009.
Annual Contingent Capital
Investment and Funding Period*
Revised
Unchanged; initial $650,000
committed
Unchanged; $525,000 contingent
funding for Year Two committed
To be determined subsequent to
the annual review process to be
completed by June 30, 2008
No contingent funding provided
beyond the third year of the
investment
* Amounts represent the funding for the ensuing year contingent upon achievement of the Milestones
for the prior year.
NOTE: The final Use of Funds Accountability report for the year reflects that $213,500 of funds
committed for the first year totaling $650,000 have not been disbursed based upon SEED’s resource
requirements toward milestone achievement. These funds are available for the second year of the
strategic investment, bringing the total capital available for disbursement to up to $738,500 for the
ensuing year. The quarterly use of funds accounting for the year ending June 30, 2008 should be
prepared recognizing the appropriate use of the un-disbursed funds, and any reconciliation
adjustments for the fourth quarter of the second milestone year.
4. Entire Agreement. This Continuation Agreement between SEED and VPP, combined with the
Agreement supersedes any prior oral or written understandings or communications between the parties
and constitutes the Entire Agreement of the parties with respect to the investment. This Agreement may
not be amended or modified, except in writing signed by both parties. This Agreement is governed by the
laws of the District of Columbia, without reference to the District of Columbia’s choice-of-law rules.
{Signatures on next page.}
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In witness whereof, the parties have duly executed this Agreement as of the Effective Date above
written.
SEED FOUNDATION AND SEED SCHOOL
VENTURE PHILANTHROPY PARTNERS, INC.
By: _______________________________ By: _____________________________
Name: Virginia Newmyer, SEED Foundation Name: Mario M. Morino
Title: Chair Title: Chairman
By: _______________________________ By: _____________________________
Name: Eric Adler, SEED Foundation
Name: Carol Thompson Cole
Title: Co-Founder and Managing Director Title: President & Chief Executive Officer
By: __________________________________
Name: Rajiv Vinnakota, SEED Foundation
Title: Co-Founder and Managing Director
By: __________________________________
Name: Vasco Fernandes, SEED School of Washington, D.C.
Title: Chair
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ATTACHMENT A: MILESTONES
VPP and SEED have mutually agreed to expand the Milestones for the ensuing year to emphasize a focus
on student outcomes and improvements to academic and student life programs. As a result, the
Milestones defined for the second year of the investment have been distinguished between the SEED
Foundation and the SEED Public Charter School to appropriately capture the performance expected of
each entity – driving toward the overall organizational advancement and results.
OVERVIEW
SEED will use its best efforts to achieve the Milestones outlined below, which were mutually developed
and agreed upon through an extensive annual review process. VPP’s continued capital funding and
strategic assistance are contingent on SEED’s achievement of these Milestones within specific periods
over the term of this Agreement. The expectation is that the Milestone targets are to be met or exceeded,
but such determination will also consider substantial progress when results are close to, but not at, the
exact stated Milestone target.
SEED confirms that it will use these Milestones to direct and manage its efforts, monitor its progress, and
hold itself accountable to its board of directors and to VPP.
Milestones are comprised and organized within three groups:
• OUTCOMES: Quantitative and qualitative assessment of the SEED School’s sought-after
improvement in the lives of the children and their families served.
• OUTPUTS: Measures of activity in terms of number of children and adults served, number of sites
operating, etc.
• ORGANIZATIONAL ACCOMPLISHMENTS: Specific accomplishments achieved to improve, strengthen,
and grow the organization that will enable SEED to achieve its stated Outcomes, Outputs, and
Aspiration as defined in SEED’s Revised Aspiration and Goals.
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YEAR TWO MILESTONES: FOR THE PERIOD ENDING JUNE 30, 2008
SEED FOUNDATION
OUTCOMES
(See Seed Public Charter School Milestones below.)
OUTPUTS
Continued to serve 325 students through existing programs, with the intention of increasing the
number of students served with the opening of a second campus in the National Capital Region within
the next five (5) years that will ultimately serve an additional 350 students at full capacity.
ORGANIZATIONAL ACCOMPLISHMENTS
COMMUNITY RELATIONS
Developed an active and effective relationship with key stakeholders in each of the communities
SEED operates that can serve as a model for future schools and that can aid replication.
EXECUTIVE LEADERSHIP AND ORGANIZATIONAL DEVELOPMENT
Strengthened the management of the Foundation by clearly defining the roles of the existing
management team. Functional processes realigned to improve executive leadership effectiveness.
Designed and established an effective relationship between the Foundation and DC1 such that:
▪ The Foundation is a resource to and not the manager of DC1;
▪ The relationship between the Foundation and DC1 is coordinated by a senior Foundation staff
member; and
▪ The Head of School for DC1 is accountable solely to the Board of Trustees of DC1.
Established a program team structure at the Foundation to effectively ensure that the academic and
student life programs at all SEED Schools will be designed, developed, implemented and monitored
on a fully integrated, consistent, and high quality basis.
Developed strategic partnerships with organizations to increase quantity and quality of recruits for
academic and student life positions at DC1.
BOARD DEVELOPMENT AND GOVERNANCE
Continued to clarify the strategic goals and priorities of the SEED organization, for both the
Foundation and School boards. Created and implemented a model for open and ongoing
communication to ensure strategic and operational alignment between the boards of the Foundation
and School with the senior management of the Foundation and School.
Focused and clarified the roles of the School Trustees and the future school boards.
Added additional educational administrative expertise to the boards of the Foundation and DC1.
OUTCOMES MEASUREMENT
▪
Further refined the outcomes to be measured for the Foundation and the School(s), including:
determined the methodologies for monitoring the outcomes, and structured and implemented the
processes for tracking and monitoring the data.
A system was created and implemented to effectively track the post-secondary progress of SEED
graduates.
Developed and implemented a post-secondary transition plan to ensure that 65 percent of SEED
graduates completed their second year of college within four years after graduation from SEED.
SYSTEMS INFRASTRUCTURE
Implemented systems required to evaluate and manage multi-site operations and data management,
with specific emphasis on finance, outcomes, and human resources.
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SEED PUBLIC CHARTER SCHOOL
OUTCOMES
Results from the DC CAS spring 2008 administration indicated success in achieving AYP status in
both the aggregate and disaggregate measured areas for both Literacy and Mathematics and:
1. The number of students identified as “Proficient” increased in each assessment area by 5
percentage points over the relevant 2007 numbers;
2. The number of students identified as “Advanced” increased in each assessment area by 3
percentage points over the relevant 2007 numbers; and
3. The number of students identified as “Basic” and “Below Basic” decreased in each
assessment area by 5-7 percentage points over 2007 numbers.
School wide performance:
1. Twenty-five percent increase in overall GPA from 1st to 4th quarter by grade;
2. Thirty-five percent increase in overall GPA from 1st to 4th quarter by male students;
3. Ten percent increase in honor roll/honorable mention numbers 1st to 4th quarter; and
4. Twenty-five percent decrease in academic probation numbers 1st to 4th quarter.
In the Middle School, data collected from SEED Quarterly Interim Assessments in reading and math
indicated:
1. Seventy-five percent of Middle School students progressed one grade level from where they
were at the start of the school year; and
2. Twenty-five percent of Middle School students who began the year identified as below grade
level progressed two or more grade levels.
The final SAT scores of 2007-2008 seniors indicated a 10 percent increase over the SAT results for
2006-2007 seniors and a 20 percent increase over the same cohort’s junior 2006-2007 PSAT results in
reading, writing, and mathematics.
The PSAT scores of 2007-2008 juniors indicated a 10 percent increase over the results for 2006-2007
juniors and a 10 percent increase over the same cohort’s 10th grade 2006-2007 PSAT results, if any.
Eighty percent of all middle school students and 90 percent of all upper school students have decided
to re-enroll in the SEED School as indicated on parent Intent to Return forms issued in June 2008 and
the “actual number” of enrolled students in September 2008.
Eighty percent of the 2007-2008 8th grade cohort was promoted to the 9th grade.
Eighty-five percent of the current 9th and 10th graders, respectively, were promoted to the next grade
level.
Ninety percent of the current 11th graders were promoted to the 12th grade.
One hundred percent of the 2007-08 senior class graduated and were admitted to a four-year college
or university.
OUTCOME ASSESSMENTS
All 9th and 10th grade students have taken the PSAT. If appropriate, eighth graders have also taken
the PSAT.
Identified a test that would allow the comparison of SEED students to a standardized national norm.
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PROGRAM (milestones are for the 2007– 2008 School Year unless specifically noted)
OVERALL
One hundred percent of students and staff were assigned and participated throughout the year in
an advisory group.
Students were surveyed at year-end and 75 percent of those surveyed indicated satisfaction with
and appreciation of advisory relationships.
One hundred percent of staff was given meaningful opportunity to provide feedback and direction
in shaping of SEED advisory program.
STAFF RETENTION
Eighty percent of all academic and student life staff with 1-3 years at SEED will return for 2008-
2009.
Ninety percent of all academic and student life staff with 5-10 years at SEED will return for
2008-2009.
Eighty percent of all African American academic staff members will return for 2008-2009.
Ninety percent of all academic and student life staff who will not return for 2008-2009 have
indicated reasons for leaving SEED other than dissatisfaction.
STUDENT LIFE
Developed and consistently deployed an effective exit conference or survey process for all
students and staff that leave, and effectively and consistently used the data and other information
collected from the conference or survey process to inform the future success of the boarding
school model.
Students and parents were surveyed and 90 percent of those surveyed indicated a strong
satisfaction with the quality and effectiveness of the SEED student life program.
There were periodic student life walkthroughs and scheduled observations and they indicated
formal HALLS lessons, ongoing meaningful activities, and positive relationships between
students and staff.
SCHOOL ENVIRONMENT
Student suspensions were reduced by 20 percent annually.
Student dismissals were reduced by 10 percent annually.
The number of requests for repairs due to misuse, abuse, or vandalism decreased by 25 percent.
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