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DEPARTMENT OF EDUCATION
BILL HASLAM NiNTi-i FLOOR. ANDREW JOHNSON TOWER CANDICE MCQUEEN
GOVERNOR 710 JAMES ROBERTSON PARKWAY 

TN 37243-0375
April 27, 2016

Via Electronic Mail and Federal Express
Henry Scherich, CEO

Teresa Brown, Controller

Measurement incorporated 

423 Morris Street

Durham, NC 27701
Hschericth?Dmeasinccom
TBrown@measinc.com

Re: Termination of Contracts between the State of Tennessee, Department of
Education (?State?) and Measurement incorporated for English Language Arts and
Math No. 44210 and Science and Social Studies No. 44785 (respectively and
Math Contract" and ?Science and Social Studies Contract? and sometimes together
referred to as ?Contracts")

Dear Mr. Scherich and Ms. Brown:

For the reasons described below, please be advised that the State is hereby giving you written
notice of termination of the above-described Contracts effective immediately.

On November 15, 2014, the State entered into a contract with Measurement incorporated (Ml)
for the provision of a state summative assessment system for English language arts and math,
now called TNReady. Under the ELA and Math Contract, Ml committed to ?provide an
assessment program that will allow all students access to assessments in ways that produce
meaningful results." As the primary means of delivery and implementation of the assessment,
Ml agreed to provide a computer-based testing platform and ensure its functionality.

This move to online testing represented an important step forward for Tennessee?s investment
in education technology, with the aim of preparing students. for the real world. The State spent

months working with school districts in advance of the rollout of this exciting development in 
education in Tennessee. As school districts prepared for TNReady and this transition to online
testing, they placed their faith in the State and the promise of afunctioning computer?based
testing platform.

Because the State did not want to burden school districts with having to use one testing platform
for math and English language arts and a different platform for science and social studies, a
non?competitive contract was entered into with Ml, effective June 29, 2015, for the
administration, scoring and reporting of state summative assessments in science and social
studies. The Science and Social Studies Contract contains essentially the same deliverables
for a computer~based testing platform as the ELA and Math Contract.

EXH 

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Prior to Part I of the spring testing window, school districts began reporting that the online
platform did not work consistently or reliably, including functionality issues. This was particularly
egregious on iPads. Even though Section A.12.b.6. of both MI Contracts require the
contractor?s assessment delivery platform to support iPad 2?s or later, the State had to
communicate just two weeks before Part I of the spring testing window to school districts, that
they could not utilize iPads to implement the test and they should use a different device or
choose the paper option of the test. Many school districts had already purchased iPads
speci?cally for testing. Even after school districts were instructed that iPads could not be used
for spring testing, at least 20 more school districts had so many additional technical issues with
the platform that they were also given the option to choose to administer a paper test.

Despite l?s es that the online platform was ready to launch, on February 8, 2016, day
one oft 20? day spring testing window, widespread outages in Ml's network caused the
online pla rash. This was not just a testing day hiccup; the online platform failed to
function on day one of testing. The State immediately began receiving communications from
school districts across the state that students were ready to test but unable to access the
system.

    

Ultimately, this operational and network failure combined with the additional issues we had been
facing almost daily in the previous months led us to conclude that MI is unable to provide students
with an online platform that could perform reliably and consistently during testing. Due to the.
inconsistency of the online platform, on February 8, 2016, the State concluded it had no choice
but to utilize the paper and pencil test administration provision of both Contracts for the 2015-16
administration of Parts I and ll of TNReady. The State extended the TNReady Part testing
window because of the unexpected shift to paper and pencil test administration. Even after this
extension, MI was unable to meet its own revised shipping deadline for providing test materials
to 13 school districts, including the largest metropolitan districts in Tennessee serving over a
half?million students. School districts and schools demonstrated impressive flexibility and
leadership during this time of having to continuously reschedule testing dates.

Since February 8, MI had 11 weeks to plan and prepare for the distribution of Part ll of
TNReady. Ml was able to deliver Part ll of TNReady for all high schools but revised shipping
times for grades 3-8 three times in April. Ml originally told the State all materials would arrive in
school districts one week prior to testing by Friday, April 15. Ml then told the State that the
?worst case scenario? was Friday, April 22. However, Ml most recently pushed this deadline
back to April 27, calling it a new ?worst case scenario.? Upon learning of the final delay, the
State immediately and repeatedly requested specific delivery dates for school districts, and Ml
said it was unable to provide that information. Ml has now missed the April 27, 2016 deadline
for delivery of all high school and grade 3-8 test materials.

The State cannot expect districts to continue waiting and revising school calendars at the end of
the year for a vendor that has repeatedly failed. As a result of Ml?s repeated failuresto deliver
Part ll testing materials by the deadline, the State is now cancelling Part ll for grades 3-8. While
the law requires annual state testing, the State finds itself in an untenable and unacceptable
circumstance. We have been forced to work with the United States Department of Education to
provide assurances that Tennessee is complying with federal law to the best of its ability and
has made a good faith effort to administer the test to all Tennessee students.

The State is proud of TNReady and is deeply disappointed about the decision that Ml?s failure to
perform has forced the State to make. TNReady is an assessment that measures problem
solving and critical thinking skills that the real world requires. It is a test designed to provide

Page 3

educators, students, and families with better information about what students know and
understand.

Due to Ml?s continued failures to perform under both Contracts, the State hereby terminates both
Contracts for cause pursuant to Sections D4 and E18 of the ELA and Math Contract and
Section D.6 of the Science and Social Studies Contract.

Ml has breached the Contracts by failing to perform the and to meet the project schedule
and deadlines set forth in the Contracts including, but not limited to the following provisions:

Sections A.1 and A2

Section A.4 Schedule

Section A.6 Administrative Activities

Section Operations Management

Section A.8 Development Activities

Section A.1O Assessment Materials

Section A.11 Assessment Materials Packaging and Distribution
Section A.14 Scoring Activities



The State directs that Ml cease all work on the Contracts immediately and destroy any secure
test documents still in the possession of Mi that were not shipped to schools at the time of
termination. Pursuant to the termination and to provide for an orderly transition and conclusion of
the contracts, the State further directs the immediate return of the following state owned property
and all items related thereto, pursuant to Section E.10 of the ELA and Math Contract and
Section E5 of the Science and Social Studies Contract, including but not limited to:

. An electronic file containing all student responses from Part I (spring and fall) and Part?
(fall only) of TNReady that have been scanned and/or scored to date

0 Cataloged and packed originals of all student response documents from Part (spring
only) of TNReady thathave not been scanned to date

. A Comprehensive Data File (GDP) of all scoring for the Fall test administration to the
State

Test items for all subiects (Math, English Language Arts. Science and Social Studies)

. Field test bank, with standards alignment and answer key, for 2015-16 consisting of
items that were tested in PDF and formats with any collected item response
statistics .

0 Field test bank, with standards alignment and answer key, for 2015?16 consisting of
items that were not tested in PDF and QTI formats

. Forms, with standards alignment and answer key, for the 2015?16 administration that
were administered, including answer documents and answer keys in PDF and QTI
formats

0 Forms, with standards alignment and answer key, for the 2015?16 administration that
were not used operationally in PDF and formats

. Field test bank, with standards alignment and answer key, currently under development
for the 2016-17 assessment, including the math integrated item bank

0 items that are currently in MICA, with standards alignment and ansWer key, with student
response statistics in PDF and QTI formats

0 items that have been developed for that were intended to be incorporated and
released the summer of 2016 in PDF and QTI formats

Page 4

In addition to any and all remedies for damages available at law or in equity for the breach of
these Contracts, Section E.18 (2) of the ELA and Math Contract and Section E.10 of the
Science and Social Studies Contract provide that the State may assess liquidated damages in
the event of a breach. Considering Ml's failed performance under the Contracts the State is
compiling appropriate documentation to determine the amount of liquidated damages that may
be assessed.

We had hoped to avoid taking this type of action. However, your failure to perform and
repeated failure to meet crucial deadlines leave the State no choice but to terminate the
Contracts. In closing, the State intends to work with Ml to develop a mutually acceptable and
orderly plan to end Ml?s services on this project and transfer the above-described items back to
the State in a manner that best protects the State?s interests. Additionally, the State also will
work with Ml to determine reconciliation for appropriate compensation due, if any, for services
and deliverables that have been completed as of the termination date after liquidated damages
have been assessed.

. I Digit lly signed by Michael F. Perry
Sincerely' . DN: can=Michael F. Perry. o=Chief
. . 
1/1/6? Department of General Services,
WU a?l? 
Date: 2016.04.27 12:46:10 -05'00'
Dr. Candice McQueen Mr. Michael F. Perry
Commissioner Chief Procurement Of?cer

Central Procurement Office

Cc: Charles Cagle