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June 9, 2016

To: PowerSchool Group, Executive LeadershipFrom: NCDPI Homebase Leadership Team

RE: North Carolina PowerSchool Issues Periodic review

This letter is a follow-up to our letter sent to Bryan McDonald on December 10, 2015,where the North Carolina Department of Public Instruction expressed concerns about theimplementation of PowerSchool. As a periodic review, NCDPI would like to reflectupon the progress that has been made and look to the future on next steps.

Most recently, NCDPI and PowerSchool have successfully deployed updates to the NorthCarolina transcript to bring it inline with current policy. Additionally, the deployment ofthe Migrant Education module is hailed as a huge success and garnering attention fromother states as North Carolina is the only state to have its Migrant student data and overallstudent information together in one system. This allows North Carolina to be on theleading edge as federal legislation mandates the use of the Migrant student informationexchange provided through the MSIX federal database.

We thank you for working with us to bring these items to fruition. Along with thesesuccesses also come challenges and we look forward to a healthy discussion on thefollowing concerns.

Infrastructure Failures: Many school districts and charter schools haveexperienced significant downtime due to continued Oracle listenerissue. Anincrease in outages in May resulted in a 2% increase in unavailability, which isunacceptable. PowerSchool promised North Carolina that the infrastructurefailures would be resolved with the migration to the new hosting environment atRackspace. However, the problems continue and user frustration levels are rising.The temporary solution of rebooting instances is a band-aid approach to a moresignificant issue.

Quality Assurance Issues:Broken items are consistently placed in QA for re-testwithout being thoroughly vetted or unit tested. NCDPI QA staff time is frequentlyspent re-testing items that are delivered broken and in many cases multiple timesfor the same item. In some instances, items are released to production thatimmediately fail because they are not tested in the proper environment. Softwareis often delivered in an untimely manner and NCDPI is frequently given a few

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days, and in some cases, a few hours to test prior to the scheduled release.Previously corrected issues are frequently found to be re-broken in a subsequentrelease in both QA and production. Urgent and prioritized defects and issues arefrequently not addressed within a reasonable timeframe. High priority items oftensit for days, sometimes weeks, without tangible results, or progress updates.PowerSchool is inconsistent in following industry standard procedures for QualityAssurance.

Project closeout items: NCDPI has requested on several occasions during the last18 months the Technical Architecture and System Design (TASD) documentationwhich describes the system as built for North Carolina. This is required by the NCState Department of Information Technology in order to close out thePowerSchool project. PowerSchool provided documentation that is incompleteand does not reflect the current system. In fact, the information provided is sosubpar that may require a complete overhaul. This has the potential to cause adelay in closing the project by June 30 and may have a negative effect onPowerSchool being able to execute any contracts or amendments with NCDPI.

Human Capacity: There continues to be a deficit in human capacity required tosupport North Carolina. A critical defect that was reported during theimplementation year took almost three years to be resolved. Much of that effortrevolved around North Carolina having to prove the issue existed and onceidentified, another year progressed without resolution. Additionally, other criticalaspects of the implementation have not been fully deployed as the resourcesneeded to implement our Cross Enrollment solution are critical to so many other

PowerSchool areas; the time needed to get this deployed is again about to reach adeadline that will cause another years delay to implement with school districts.Many items are single-threaded either through Julio and/or Lorenzo. We were toldthat you have hired additional staff, yet we have not seen a positive impact on thecustomization and hosting services for North Carolina.

Transition from In-House Project Support to Operational Support: There hasbeen a lot of discussion about this subject and we want to put it to bed. We weregiven a list of tasks that Greg Parish used to perform while he was based at

NCDPI. The majority of these tasks require technical level access to servers that

NCDPI has no access to, or require contacting various people within differentteams of PowerSchool, in order to coordinate support activities. We provided aspecific response to Dan Gwaltney with the proposed transition steps on the fewitems that can be transitioned to NCDPI. As a response we received an SOW and a

bill for Lorenzos services for $105,000. The SOW was actually a template writtenfor your customers that host locally. It just seemed like a document put togetherwith little effort in order to attach a bill to it. We have a contract with

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PowerSchool that costs more than $7million per year for maintenance, support andhosting operations; a turn-key solution. We expect that this is sufficient paymentand find it absurd that PowerSchool wants to charge North Carolina extra moneyfor work performed by specific members of your staff.

Recommendations

Provide adequate number of dedicated PowerSchool staff to North Carolina so thatPowerSchool is not totally dependent on a very few staff members that haveknowledge of the North Carolina implementation.

Ensure technical resources have adequate skills to support North Carolina hostingoperations.

Deliver a permanent solution to the infrastructure issues so that databases will notcontinue to either slow-down or become non-responsive. It is unacceptable that anorganization of the size of PowerSchool Group LLC deals with severity-1 typeinfrastructure problems for several months without resolution. It is alsounacceptable to throttle the throughput for some districts in order to help otherdistricts while they are facing slow-downs. It is our opinion that theinfrastructure issues will go away if PowerSchool multiplies the infrastructurededicated to North Carolina.

Provide load and performance matrices for the NC PowerSchool infrastructure.

Provide a detailed action plan for the implementation of the additional monitoringtools that will provide a more secure environment for our users.

Implement industry standard procedures for Quality Assurance and deliver qualitycode that has been properly pre-tested and in a timely fashion.

Consider more development towards an enterprise solution that will accommodatestate needs as well as districtsneeds.

Deliver a quality TASD document that reflects the current PowerSchool system asbuilt so that we do not go into default with the State Department of InformationTechnology on this project.

Provide a timeline as to when NCDPI will receive delivery and resolution to theabove items.