5th_Addendum_to_Ohio_DEW_MOU_signed_by_UCLA-Vendor_Signed_SDsigned_23oct2025.pdf

Addendum No. 5 to Ohio MOU

ADDENDUM NO. 5

TO

MEMORANDUM OF UNDERSTANDING AND AGREEMENT

This Addendum No. 5 to Memorandum of Understanding and Agreement (this “Fifth Addendum”) is entered into by and between the Ohio Department of Education and Workforce (“Member”) and The Regents of the University of California (“UC”), a public entity with full powers of self governance under Article IX, Section 9 of the California Constitution, with respect to that certain Memorandum of Understanding and Agreement and Amendment No. 4 thereto (collectively, the “MOU”) previously executed by the parties, and with reference to the following (capitalized terms not otherwise defined herein will have the meanings given to them in the MOU):

A. Member has requested certain changes to the terms of the MOU, in order to address certain requirements of the laws of the State of Ohio, and to permit Member to continue as a member of ELPA21 at UCLA.

B. UC has considered and has approved Member’s requested changes, and the parties are executing this

Fifth Addendum in order to have those changes incorporated as amendments to the MOU; because Member has represented that the requested changes are necessary in order to accommodate Ohio law, UC has determined that the requested changes will not require UC to take any action under Section

9.2 of the MOU.

C. UC and Member have agreed to the changes set forth herein because they are necessary for the State of Ohio to be able to renew the MOU, thereby permitting Member to continue its participation in ELPA21 at UCLA.

D. This Fifth Addendum is expressly incorporated into the MOU as amending the applicable terms of the MOU identified herein.

In consideration of the foregoing, Member and UC agree as follows:

1. The foregoing recitals are hereby incorporated into this Fifth Addendum and made a part hereof by this reference, to the same extent and with the same force and effect as if fully set forth herein. This Fifth Addendum is intended to modify the MOU only to the limited extent contained herein.

2. Section 1.5 is deleted in its entirety and replaced by the following:

“1.5 “Effective Date” means July 1, 2025.”

3. Section 1.23 is deleted in its entirety and replaced by the following:

“1.23 “Products and Services” means those products and services that Member obtains from UC pursuant to this MOU, which will include (without limitation): general operational support; assessment and item design; interoperability and certification assistance; applications development and maintenance pursuant to agreed upon milestones and service levels; reporting services; and, to the extent included in or otherwise relevant to the foregoing, the ELPA21 Materials and the UC Materials. The specific Products and Services that will be made available to Member during each fiscal year of this MOU are set forth in Exhibit B. Section 5.5(a) also sets forth the process by which Member will identify Products and Services for purchase under this MOU.”

4. Section 2.1 is deleted in its entirety and replaced by the following; provided, however, that notwithstanding the changes to the Effective Date and the Term made hereby, Member and UC do not intend for this Fifth Addendum to effect any termination of the MOU, but rather to provide for the MOU to be renewed in accordance with the requirements of Ohio law:

Docusign�Envelope�ID:�7DDB656C-C03A-4A3E-8633-16CC0F5C890B

“2.1 Term. The term of this MOU (the “Term”) will begin on the Effective Date and will end on June 30, 2027.”

5. Section 2.2(b) is deleted in its entirety and replaced by the following:

“(b) Termination for Violation of State Law. Member may terminate this MOU on thirty (30) days’ prior written notice in the event that the Governing Board should take any action that violates Member’s state laws applicable to Member’s performance of this MOU, unless the Governing Board cures the violation within the 30-day period after receiving Member’s notice. In order to exercise its termination right under this paragraph, Member’s written notice to UC and the Governing Board must include written documentation that identifies in reasonable detail the applicable state law or laws violated and the specific action or actions of the Governing Board in violation of such law or laws.”

6. Use of UC Marks. Notwithstanding the terms of Section 4.4 of the MOU, which charges Member with notice of California Education Code Section 92000, which governs use of the name “University of California,” including any abbreviation of the name or and any name of which those words are a part, UC understands and agrees that (a) Member will only be obligated to comply with California Education Code Section 92000 to the extent such compliance is allowed under Ohio law, and (b) Member’s use of any UC Marks is subject to UC’s prior written consent, which it may grant or withhold in its absolute discretion.

7. Limit on Annual Fees. Notwithstanding anything to the contrary set forth in the MOU, Member’s

Annual Fees will not exceed $1,500,000 in any fiscal year during the Term; provided, that if Member’s Annual Fees should be calculated to exceed $1,500,000 for an upcoming fiscal year, Member and UC will promptly meet to determine whether Member’s Products and Services can be provided for $1,500,000 or less; if not, then Member and UC will negotiate in good faith a reduction to Member’s Products and Services for the upcoming fiscal year, so that the Products and Services that Member receives will be commensurate with the amount that Member pays in Annual Fees for such fiscal year.

8. Section 5.1(b)(i) is deleted in its entirety and replaced by the following:

“(i) Initial Payment. Member will receive a 1% discount on the amount of each Initial Payment if UC receives payment within 120 calendar days from the date on which Member receives notice of its Annual Fees for the applicable fiscal year.”

9. Section 5.1(b)(ii) is deleted in its entirety and replaced by the following:

“(ii) Annual Fees. Member will receive a 1% discount on its full Annual Fees for any fiscal year during the Term of UC receives payment in full of such Annual Fees within 120 calendar days from the date on which Member receives notice of its Annual Fees for the applicable fiscal year.”

10. For purposes of any proposed suspension under Section 5.1(h), UC agrees to provide Member with at least 30 days’ prior written notice before UC suspends Member’s membership and access to the Assessment System.

11. Without limiting any of UC’s obligations under Section 5.4, UC specifically agrees that it will comply with all applicable provisions of Ohio and federal laws relating to the privacy and confidentiality of student information, including the Family Educational Rights and Privacy Act (or “FERPA”) and any equivalent or similar state law. Nothing in the MOU shall be construed to allow either party to maintain, use, disclose, or share student information in a manner not allowed by either state or federal laws or regulations.

12. Location of Performance. UC hereby confirms its understanding of the requirements of Ohio Executive Order 2019-12D, a copy of which was previously provided to UC (as an attachment to Amendment No. 2 to Memorandum of Understanding and Agreement), and further confirms that it will continue to abide by those requirements in its performance of the MOU. Specifically, UC will not perform any services required under the MOU outside of the United States, and UC will notify Member in writing in the event any that services performed by UC or its subcontractors under the MOU should be changed or shifted to a location outside of the United States.

No other changes or additions are made to the MOU hereby.

[Signature Page Follows]

Signature Page 5 No.

IN WITNESS WHEREOF the parties are executing this Fifth Addendum as of the latest date set out by a party’s signature below, with the intention of having it become effective as of the Effective Date.

“MEMBER”

Ohio Department of Education and Workforce Member Name (i.e., name of state, commonwealth, territory, etc.)

Signature

Print Name and Title

Date

“UC”

The Regents of the University of California

Signature

Stephen Agostini, UCLA Vice Chancellor and CFO

Print Name and Title

Date

Addendum to Ohio MOU

9/9/2025October 23, 2025

Stephen D. Dackin, Director