Educational intermediary organizations, as defined by Honig (2004a), are characterized by their internal placement within schools as they mediate change among groups during the policymaking process. As intermediary organizations work to bring about internal changes, however, they are still performing their core external functions by operating as independent organizations. This case study examined the alliance between a school district and an intermediary organization and how together they designed and implemented a well-received pay-for-performance program that evolved into a wider school improvement program, using the following research questions: (a) How did ISIP act as an intermediary organization in the North Plains Community School District during the policymaking process to influence the program's success and influence the change beliefs of those it affected, (b) How did ISIP act as an intermediary organization in the North Plains Community School District during the professional development sessions to influence the change beliefs of those it affected and influence the program's success, and (c) How did the evolving school improvement efforts challenge the collaboration between ISIP and the North Plains Community School District? Data collection for this descriptive case study occurred during the 2008-2010 school years in the North Plains Community School District as it participated in a state-funded, pay-for-performance grant. District administrators and teacher participants were interviewed, state and district documents were reviewed, and observations were conducted of the pay-for-performance committee meetings and professional development series that accompanied the pay-for-performance assessment. Findings from this study demonstrate how the pay-for-performance policy was the vehicle for change that provided the opportunity and motivation for the school district, via the pay-for-performance committee, to develop and implement new programs. The district hired the intermediary organization to be the facilitator and driver of their change vehicle, giving the pay-for-performance committee the capability to design an accepted policy and implement it. In addition to facilitative duties, the intermediary organization performed its primary function by providing professional development to district teachers. Furthermore, the findings expand previous research of intermediary organizations by examining the challenges brought about by the unique and complicated internal-yet-external roles of intermediary organizations during the policymaking process. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]