DEW20260047_Cignition_SDsigned_23jul2025.pdf

Contract Number: DEW20260047

Agreement for Services – Cignition, Inc. (effective until December 30, 2025)

AGREEMENT FOR SERVICES

This Agreement for Services (hereinafter “Agreement”) is made and entered by and between the State of Ohio, Department of Education and Workforce (hereinafter "DEW"), located at 25 S. Front Street, Columbus, Ohio 43215, and Cignition, Inc. (hereinafter “Contractor”), located at 21 Hillbrook Drive, Portola Valley, California 94028, a Delaware corporation authorized to do business in the State of Ohio.

In consideration of the mutual promises and obligations contained herein, the parties agree by and between themselves as follows:

I. NATURE OF AGREEMENT

A. Contractor shall be engaged as an independent contractor to fulfill the terms of this Agreement and to act as a contractor to DEW. It is specifically understood that the nature of the services to be rendered under this Agreement are of such a personal nature that DEW is the sole judge of the adequacy of such services.

B. DEW enters into this Agreement in reliance upon Contractor’s representations that it has the necessary expertise and experience to perform its obligations hereunder, and Contractor warrants that it does possess the necessary expertise and experience.

C. Contractor shall perform the services to be rendered under this Agreement and DEW shall not hire, supervise, or pay any assistants to Contractor in its performance of services under this Agreement.

DEW shall not be required to provide any training to Contractor to enable it to perform services required hereunder.

II. SCOPE OF WORK

A. Contractor shall perform the services (the “Work”) set forth in the attached Appendix A, Scope of

Work, which is incorporated as part of this Agreement.

B. In order to facilitate the Work, if specified, DEW shall provide the resources set forth in Appendix A, Scope of Work.

III. TIME OF PERFORMANCE

A. The Work shall be commenced on or after the date of an approved purchase order.

B. This Agreement shall be binding upon both parties until December 30, 2025, unless this Agreement is terminated earlier as provided in Article VI, Termination of Contractor’s Services.

C. It is expressly agreed by the parties that none of the rights, duties, and obligations herein shall be binding on either party if award of this Agreement would be contrary to the terms of Ohio Revised Code (“R.C.”) §§ 3517.13, 127.16, or R.C. Chapter 102.

D. TIME IS OF THE ESSENCE. It is very important to the Parties that Contractor perform its obligations as set forth in this Agreement, including the services set forth in Appendix A, in a prudent and timely manner. Time is of the essence in the performance of Contractor’s obligations under this Agreement; thus, all things which are required to be done by certain dates must be done.

https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-127.16 https://codes.ohio.gov/ohio-revised-code/chapter-102

IV. COMPENSATION

A. The total compensation to be paid to the Contractor under this Agreement shall not exceed one million, seventy-six thousand, eight hundred ninety-six and 53/100 dollars ($1,076,896.53).

B. The total amount due and its manner and schedule of payment shall be computed according to the cost schedule established in Appendix A, Scope of Work.

C. Contractor shall not be reimbursed for travel, lodging, or any other expenses incurred in the performance of the Work.

D. Contractor must receive a purchase order from DEW prior to filling an order or performing any of the Work.

E. Payment shall be made upon the submission of an invoice approved by DEW. Invoices shall include the following: a unique invoice number, invoice date, purchase order number, contract number, date(s) services were rendered, description of the services rendered (per purchase order and contract descriptions), including the district(s) or school(s) in which the services were rendered, Contractor’s remit-to information (which must match what is on file in OhioPays), and the total amount due. Contractor shall complete all deliverables set forth in Appendix A no later than November 30, 2025. The final invoice under this Agreement must be submitted by Contractor to DEW no later than December 10, 2025. Contractor shall submit all invoices via email to the following email address: Fiscal.management@education.ohio.gov.

F. Contractor is required to provide electronic funds transfer (EFT) payment information and maintain such an account for all associated payments. Contractor may sign up at http://www.supplier.obm.ohio.gov/.

G. DEW may use the Ohio Payment Card to pay for services that do not exceed Five Thousand and 00/100 Dollars ($5,000.00) per invoice, unless the Office of Budget and Management approves a higher limit. Contractor may process a payment in the payment card network only upon delivery and acceptance of the supplies or services ordered. For partial deliveries or performance, Contractor may only process a payment for the amount delivered or completed. Upon completion of the delivery of remaining supplies or services, Contractor may process a payment request in the payment card network for the remainder of the order. Contractor will receive payment through its merchant bank within the time frame agreed upon between Contractor and its merchant bank.

Contractor should expect normal processing fees from its merchant bank for payment card transactions which may not be passed on to DEW.

H. OhioBuys. This Agreement will become part of OhioBuys (per State of Ohio Procurement Policy), an electronic procurement system which provides contract and catalog hosting and management services. Ordering agencies utilize this system to track and monitor procurement, solicitation, and contracting of goods and services. When this contract becomes part of OhioBuys, the Contractor agrees to maintain and support its Supplier account and notify DEW when such updates have been made.

V. APPROPRIATION AND AVAILABILITY OF FUNDS

A. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. § 126.07, have been met, and until https://ohiopays.ohio.gov/ mailto:Fiscal.management@education.ohio.gov http://www.supplier.obm.ohio.gov/ https://das.ohio.gov/buying-and-selling/policies/purchasing-goods-and-services-pm-01 https://codes.ohio.gov/ohio-revised-code/section-126.07 such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that DEW gives Contractor written notice that such funds have been made available to DEW by DEW’s funding source.

B. While this Agreement is a contract for services, Contractor understands and agrees that the funding for this Agreement is conditioned upon the appropriation and availability of and continued access to American Rescue Plan Act (ARP) funds to support the Work described in this Agreement, including approval by the U.S. Department of Education to extend the period of time for DEW to liquidate obligations for specific projects funded under ARP.

VI. SUSPENSION OR TERMINATION OF CONTRACTOR’S SERVICES

A. DEW may, at any time prior to completion of the Work, suspend or terminate this Agreement with or without cause by giving written notice to Contractor.

1. SUSPENSION OR TERMINATION FOR NON-APPROPRIATION OF FUNDS. Without limiting the generality of the foregoing, DEW may suspend or terminate this Agreement, in whole or in part, for lack of sufficient appropriation of the necessary funds, or other withdrawal, reduction, or limitation in any way of the necessary funds, including, without limitation, lack of availability of funds, by providing written notice to Contractor. Such suspension or termination is in addition to DEW’s rights to terminate for convenience or cause.

B. In the event that the Work includes divisible services, DEW may, at any time prior to completion of the Work, by giving written notice to Contractor, suspend or terminate any one or more such portions of the Work.

C. Contractor, upon receipt of notice of suspension or termination, shall cease work on the suspended or terminated activities under this Agreement, suspend or terminate all subcontracts relating to the suspended or terminated activities, take all necessary or appropriate steps to limit disbursements and minimize costs, and, if requested by DEW, furnish a report, as of the date Contractor receives notice of suspension or termination, describing the status of all Work, including, without limitation, results, conclusions resulting therefrom, and any other matters DEW requires.

D. Contractor shall be paid for services rendered up to the date Contractor receives notice of suspension or termination, less any payments previously made, provided Contractor has supported such payments with detailed factual data containing Work performed and hours worked. In the event of suspension or termination, any payments made by DEW for which Contractor has not rendered services shall be refunded.

E. In the event this Agreement is terminated prior to completion of the Work, Contractor shall deliver to DEW all work products and documents which have been prepared by Contractor in the course of performing the Work. All such materials shall become and remain the property of DEW, to be used in such manner and for such purpose as DEW may choose.

F. Contractor agrees to waive any right to, and shall make no claim for, additional compensation against DEW by reason of any suspension or termination.

VII. RELATIONSHIP OF PARTIES

A. It is expressly understood that Contractor and DEW are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other.

B. It is further understood that neither Contractor nor its employees or agents are “employees” of DEW as the term is used in R.C. § 124.01(F) and, therefore, are not eligible for vacation, medical insurance, sick leave, parental leave, leave of absence, tenure, bumping rights, retirement, or any other benefits or rights, which are incidents of public employment subject to the civil service laws of Ohio. Moreover, Contractor is responsible for compliance with any labor laws and contracts as it pertains to any union employees under its employment.

C. Contractor shall be responsible for all of its own business expenses, including, but not limited to, computers, email and internet access, software, phone service, and office space. Contractor will also be responsible for all licenses, permits, employees’ wages and salaries, insurance of every type and description, and all business and personal taxes, including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any.

VIII. RECORD MAINTENANCE AND ACCESS

A. During performance of this Agreement and for a period of three (3) years after its completion, Contractor shall maintain auditable records of all charges pertaining to this Agreement and shall make such records available to DEW as DEW may reasonably require.

B. Contractor shall, for the purpose of compliance with R.C. § 145.036, provide DEW with a list of all individuals who will provide personal services under this Agreement, but only if Contractor has no more than four employees.

C. Inspection and Copying. At any time during normal business hours and upon not less than twenty-four (24) hours prior written notice, Contractor shall make available to DEW, its agents or other appropriate State agencies or officials all books and records regarding this Agreement which are in the possession or control of Contractor, including, but not limited to, financial reports, and all other information pertaining to Contractor’s performance of its obligations under this Agreement. DEW, its agents and other appropriate State agencies and officials may review, audit, and make copies of such books and records. Any such inspection of books and records will be undertaken in such a manner as not to interfere unreasonably with Contractor’s normal business operations.

D. Document Accessibility. If contractor creates documents that will be posted to external or internet websites, Contractor must comply with Section 508 of the Rehabilitation Act, 29 USC 794(d) (http://criterion508.com/WebAccessibility), which gives disabled employees and members of the public access to information that is comparable to access available to others.

IX. RELATED AGREEMENTS

A. All Work is to be performed by Contractor, who may subcontract without DEW’s written approval for the purchase of articles, supplies, components, or special mechanical services that do not https://codes.ohio.gov/ohio-revised-code/section-124.01 https://codes.ohio.gov/ohio-revised-code/section-145.036 https://www.section508.gov/manage/laws-and-policies/section-508-law/ http://criterion508.com/WebAccessibility involve the type of work or services described in Appendix A, Scope of Work, but which are required for satisfactory completion of the Work.

1. Contractor shall not enter into subcontracts related to the Work without prior written approval by DEW. All subcontracted work shall be at Contractor’s expense.

2. Contractor shall furnish to DEW a list of all subcontractors, their addresses, tax identification numbers, and the dollar amount of each subcontract.

B. Contractor shall bind its subcontractors to the terms of this Agreement, so far as applicable to the work of the subcontractor and shall not agree to any provision which seeks to bind DEW to terms inconsistent with, or at variance from, this Agreement.

X. RIGHTS IN DATA AND COPYRIGHTS/PUBLIC USE

A. DEW shall have unrestricted authority to reproduce, distribute, and use (in whole or in part) any reports, data, or materials prepared by Contractor pursuant to this Agreement. No such documents or other materials produced (in whole or in part) with funds provided to Contractor by DEW shall be subject to copyright by Contractor in the United States or any other country. If Contractor has reason to believe that use of a specified item is subject to patent or copyright protection, Contractor shall immediately notify DEW.

B. Contractor agrees that all original works created under this Agreement shall be made freely available to the general public to the extent permitted or required by law until and unless specified otherwise by DEW. Any requests for distribution received by Contractor shall be promptly referred to DEW.

XI. CONFIDENTIALITY AND FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT

(FERPA)

A. Contractor shall comply with all applicable provisions of Ohio and federal laws including the Family Educational Rights and Privacy Act (hereinafter “FERPA”) or its state equivalent. FERPA includes any amendments or other relevant provisions of federal law, as well as all requirements of Chapter 99 of Title 34 of the Code of Federal Regulations. Nothing in this Agreement 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.

B. As used herein, “confidential information” means any and all information provided in any form from one party to the other which is, by its nature, information that a prudent businessperson would maintain as confidential. “Personal information,” as described in R.C. § 1347.01(E), includes personally identifiable student information or educational records defined by FERPA.

C. Each party shall use confidential information only in connection with completing the terms of this Agreement as set forth herein. Each party agrees to use reasonable efforts to safeguard confidential information. “Reasonable efforts” means efforts not less than those a party employs to protect its own confidential information and, in any event, efforts not less than those a prudent businessperson would take to protect his or her own confidential and proprietary information. No party shall, without the prior written approval of the other party, directly or indirectly, disclose confidential information to any person or business entity except its own employees and representatives, including attorneys, accountants, and financial advisors, on a need-to-know basis.

https://codes.ohio.gov/ohio-revised-code/section-1347.01

D. If Contractor experiences any breach of data security that exposes confidential information, that party shall bear all costs to notify every individual whose confidential information may have been compromised.

E. The Contractor agrees not to use advertising, news releases, sales promotions, or other publicity matters relating to any product or service furnished by the Contractor wherein DEW’s name is mentioned, or language used from which a connection with DEW may be reasonably inferred, without the prior written consent of DEW.

F. Any obligations under this Agreement regarding confidentiality are subject to applicable law, including the Ohio Public Records Act set forth in R.C. Chapter 149. The disclosure of records by DEW pursuant to the Ohio Public Records Act shall not be a breach of this Agreement and shall not constitute a waiver of Contractor’s obligations under this Article XI as to any records disclosed pursuant to a request for public records.

XII. LIABILITY

A. Contractor agrees to indemnify and hold DEW and the State of Ohio harmless and immune from any and all claims for injury or damages arising from this Agreement which are attributable to Contractor’s own actions or omissions or those of its trustees, officers, employees, subcontractors, suppliers, third party agents, or joint venturers while acting under this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act or under any other federal or state law involving wages, overtime, or employment matters, and any claims involving patents, copyrights, and trademarks.

B. Contractor shall bear all costs associated with defending DEW and the State of Ohio against any claims.

C. In no event shall either party be liable to the other party special damages, which include lost profits.

XIII. ANTITRUST ASSIGNMENT

A. Contractor assigns to DEW all state and federal antitrust claims and causes of action that relate to all goods and services provided for in this Agreement.

XIV. CONTRACTOR’S STATUTORY OBLIGATIONS

A. COMPLIANCE WITH LAWS. Contractor, in the execution of its duties and obligations under this Agreement, agrees to comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

B. DRUG-FREE WORKPLACE. Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property, will not purchase, transfer, use or possess illegal drugs or alcohol or abuse prescription drugs in any way.

C. NONDISCRIMINATION OF EMPLOYMENT. Pursuant to R.C. § 125.111, Contractor agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor, shall not discriminate, by reason of race, color, religion, sex, sexual orientation, age, disability, military status as defined in R.C. § 4112.01, national origin, or ancestry against any citizen of this state in the employment of any person qualified and available to perform the Work.

https://codes.ohio.gov/ohio-revised-code/chapter-149 https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/section-4112.01

Contractor further agrees that Contractor, any subcontractor, and any person acting on behalf of Contractor or a subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of the Work on account of race, color, religion, sex, sexual orientation, age, disability, military status, national origin, or ancestry.

D. USE OF MBE AND EDGE VENDORS. Pursuant to R.C. § 125.081 requires state agencies to set aside purchases for Minority Business Enterprises (“MBE”) and Executive Order 2008-13S encourages use of Encouraging Diversity, Growth and Equity (“EDGE”) businesses. DEW encourages Contractor to purchase goods and services from Ohio-certified MBE and EDGE vendors.

E. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT. Contractor acknowledges and agrees neither Contractor nor any of its individual employees providing personal services under this Agreement are public employees for the purposes of R.C. Chapter 145. DEW will not make contributions to the public employees’ retirement system on behalf of any individuals employed by Contractor, or its subcontractors or other agents. Contractor certifies that it is an employer with five or more employees as defined as a “business entity” in R.C. § 145.037(A) for the purposes of the application of R.C. Chapter 145, or that it has completed the necessary forms through OhioBuys if Contractor is an employer with no more than four (4) employees.

XV. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

A. EQUAL EMPLOYMENT OPPORTUNITY. The Contractor will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including R.C. §125.111 and all related Executive Orders. Before a contract can be awarded or renewed, an Affirmative Action Plan must be submitted to and approved by the State of Ohio.

B. CONFLICTS OF INTEREST/ETHICS. Contractor represents, warrants and certifies that it and its employees engaged in the administration or performance of this Agreement are knowledgeable of and understand the Ohio Ethics and Conflict of Interest laws including but not limited to Chapter 102 and R.C. §§ 2921.42 and 2921.43. Contractor further represents, warrants, and certifies that neither Contractor nor any of its employees will do any act that is inconsistent with such laws or otherwise presents a conflict of interest.

C. QUALIFICATIONS TO DO BUSINESS. Contractor affirms that it has all of the approvals, licenses, or other qualifications needed to conduct business in Ohio and that all are current. If Contractor becomes disqualified from conducting business in the state of Ohio for any reason at any time during the term of this Agreement, Contractor will immediately notify DEW in writing and will immediately cease performance of the Work.

D. CAMPAIGN CONTRIBUTIONS. Contractor hereby certifies that neither it, nor any person described in R.C. § 3517.13 (I) or (J), nor the spouse of any such person, has made, as an individual, within the two previous calendar years, one or more contributions to the governor or the governor’s campaign committees totaling in excess of the limitations specified in R.C. § 3517.13.

E. FINDINGS FOR RECOVERY. Contractor warrants that it is not subject to an “unresolved” finding for recovery under R.C. § 9.24. If the warranty is false on the date the parties signed this Agreement, the Agreement is void ab initio, and the Contractor shall immediately repay any funds paid under this Agreement.

https://codes.ohio.gov/ohio-revised-code/section-125.081 https://codes.ohio.gov/ohio-revised-code/section-145.037 https://codes.ohio.gov/ohio-revised-code/chapter-145 https://codes.ohio.gov/ohio-revised-code/section-125.111 https://codes.ohio.gov/ohio-revised-code/chapter-102 https://codes.ohio.gov/ohio-revised-code/section-2921.42 https://codes.ohio.gov/ohio-revised-code/section-2921.43 https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-3517.13 https://codes.ohio.gov/ohio-revised-code/section-9.24

F. DEBARMENT. Contractor represents and warrants that neither it, nor any of its subcontractors, are debarred from consideration for contract awards by any governmental agency. If this representation and warranty is found to be false, this Contract is void ab initio, and the Contractor shall immediately repay any funds paid under this Contract.

G. EXPENDITURES OF PUBLIC FUNDS ON OFFSHORE SERVICES. Contractor affirms to have read and understands Executive Order 2019-12D issued by Ohio Governor Mike DeWine.

Contractor shall perform no services required under this Agreement or locate State data in any way outside of the United States.

Contractor also affirms to have read and understands Executive Order 2022-02D issued by Ohio Governor Mike DeWine. Contractor has signed and completed the Standard Affirmation and Disclosure Form and shall perform no services in Russia, locate State data in Russia in any way, or purchase from or invest in Russian institutions or companies.

H. BOYCOTTING. Pursuant to R.C. § 9.76, Contractor hereby declares that it is not boycotting any jurisdiction with whom the State of Ohio can participate in open trade, including the nation of Israel, and will not do so during the term of this Agreement.

I. MATERIALS AND EQUIPMENT. Contractor warrants to DEW that all materials and equipment furnished under this Agreement shall be new and of good quality unless otherwise required or permitted by the Agreement, that the Work shall be free from defects not inherent in the quality required or permitted, and that the Work shall conform to the requirements of the Agreement.

XVI. MISCELLANEOUS

A. CONTROLLING LAW. This Agreement and the rights of the parties hereunder shall be governed, construed, and interpreted in accordance with the laws of the state of Ohio. Contractor consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio.

B. WAIVER. The failure of either party at any time to demand strict performance by the other party of any of the terms of this Agreement will not be a waiver of those terms or to any other terms of this Contract. Waivers must be in writing to be effective, and either party may at any later time demand strict performance.

C. SURVIVAL. All sections herein relating to payment, confidentiality, license and ownership, indemnification, maintenance, publicity, warranties, and limitations on damages shall survive the termination of this Agreement. In addition, to the extent necessary to carry out the purpose of this Agreement, all other terms, conditions, representations or warranties contained in this Agreement will survive the expiration or termination of this Agreement.

D. SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights, duties, or obligations hereunder may be assigned or transferred in whole or in part by Contractor, without the prior written consent of DEW.

E. NOTICES. For any notice under this Agreement to be effective, the notice must be in writing and:

1) hand delivered with delivery acknowledged in writing; 2) sent by U.S. Certified mail, return receipt requested, postage prepaid; 3) sent by overnight delivery service (Fed Ex, UPS, etc.) with receipt; or 4) sent by email.

https://governor.ohio.gov/media/executive-orders/2019-12d https://governor.ohio.gov/media/executive-orders/Executive-Order-2022-02D https://codes.ohio.gov/ohio-revised-code/section-9.76

F. CONFLICT. In the event of any conflict between the terms and provisions of the body of this Agreement and any exhibit hereto, the terms and provisions of the body of this Agreement shall control.

G. HEADINGS. The headings in this Agreement have been inserted for convenient reference only and shall not be considered in any questions of interpretation or construction of this Agreement.

H. SEVERABILITY. If any provision of the Contract or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Contract will remain in full force and effect.

I. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto. This Agreement supersedes any and all previous agreements, whether written or oral, between the parties.

J. AMENDMENTS OR MODIFICATIONS.

1. DEW reserves the right to right to reduce the Scope of Work set forth in Appendix A by providing written notice to the Contractor.

2. DEW may document non-material changes in writing and provide notice to the Contractor.

3. Any other change to this Agreement will not be effective unless it is in writing and signed by both parties to the Agreement.

K. EXECUTION. This Agreement is not binding upon DEW unless executed in full and is effective as of the last date of signature by DEW.

L. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

M. ELECTRONIC SIGNATURES. Any party hereto may deliver a copy of its counterpart signature page to this Agreement electronically pursuant to R.C. Chapter 1306. Each party hereto shall be entitled to rely upon an electronic signature of any other party delivered in such a manner as if such signature were an original.

N. ASSIGNMENT. Neither this Agreement nor any rights, duties, or obligations described herein shall be assigned or subcontracted by Contractor without the prior express written consent of DEW.

O. PARTICIPATION. The activities set forth in Appendix A expect and rely upon participation by schools, districts, and families in Contractor’s tutoring program. While the DEW will cooperate with Contractor to make third parties aware of tutoring opportunities, nothing in this agreement shall be construed to hold DEW accountable for the participation, attendance, or commitments of any third parties.

[SIGNATURE PAGE FOLLOWS]

https://codes.ohio.gov/ohio-revised-code/chapter-1306

Each party is signing this Agreement on the date stated below that party’s signature.

OHIO DEPARTMENT OF EDUCATION AND

WORKFORCE

By:

Stephen D. Dackin

Director

CONTRACTOR, CIGNITION, INC.

By:

Printed Name: Michael H. Cohen

Title: CEO

Date: 7/10/25 Date: July 23, 2025

Appendix A: Scope of Work

Overview Contractor is a provider of high-dosage tutoring services and is an approved provider on DEW’s list of high-quality tutoring programs. See R.C. § 3301.136. Contractor’s programming is approved for students in grades kindergarten through twelve in English language arts and mathematics. The purpose of this Agreement is for Contractor to provide high-dosage tutoring services to students enrolled in participating schools and districts to mitigate learning loss as a result of the COVID-19 pandemic.

Work Plan Contractor will provide and deliver virtual high-dosage tutoring1 services in English language arts aligned with the Science of Reading and mathematics to students in grades kindergarten through twelve enrolled in participating Ohio districts and schools, as identified in Appendix B, which is attached hereto and incorporated herein by reference, at the direction of DEW. Tutoring services will be delivered synchronously (live) in either a one-on-one (one student, one tutor) or small-group (two to four students, one tutor) format. All tutoring sessions will be delivered by Contractor’s qualified, highly trained tutors using Contractor’s supplemental, standards-aligned curriculum and assessments. It is the intent of the Parties that each student participating in Contractor’s high-dosage tutoring will receive a minimum of 20 sessions of at least 30 minutes in duration up to three times per week during the term of this Agreement.

Tutoring services will be delivered through November 30, 2025.

Contractor has represented to DEW that its tutoring program delivers high-impact K-12 tutoring, led by experienced educators who produce proven, repeatable results in student success. Key features of Contractor’s English language arts and mathematics tutoring programs include:

• Effective, grade-level, evidence-based instruction for students from the same highly qualified, expert tutor throughout the duration of the program, encompassing a research backed student-centered approach.

• Tutoring sessions are aligned with the core curriculum, Ohio’s Learning Standards, and teacher’s pacing guide, with the added benefit of the tutor’s ability to analyze assessment data (summative and ongoing formative) to identify and remediate understanding gaps, thereby facilitating learning loss recovery.

• A research-based approach focused on data-informed instruction and collaborative learning that encourages student-to-student interaction to build deep conceptual understanding. Instruction focuses on achieving mastery rather than simply rote memorization. Students will be able to take the skills they’ve learned through repetition and make them transferable to different situations.

• Inquiry-based instruction and opportunities for allowing students to explain their rationale, which is vital to long-term comprehension, mastery, and success.

• An innovative, data-driven approach. Progress-monitoring data is collected from assessments, student “whole child” surveys, online activities, and other sources.

• Contractor coordinates with teachers at participating districts and schools throughout the duration of the program, aligning instructional requirements and providing summaries of each session’s events and areas where students may require additional support.

• Programming is designed to maximize its benefits and ensure alignment with the goals and priorities of participating districts and schools.

1 “High-dosage tutoring” is tutoring that is high-quality, has the potential to accelerate learning, is aligned to high-dosage tutoring best practices, and includes additional instruction time per student of at least three days per week or at least twenty (20) sessions during the performance period of this Agreement.

https://codes.ohio.gov/ohio-revised-code/section-3301.136

• Contractor recognizes the significance of involving families in the tutoring process, communicating with them after each session on the student’s progress and performance.

• Contractor represents that it will assign dedicated, highly experienced program managers to supervise and oversee all facets of tutoring implementation at participating districts and schools to ensure the success of the program.

Contractor recommends in-school instruction, but also offers extended scheduling on weekday mornings, evenings, weekends, at home, and during the summer. Throughout the year, tutoring sessions are pre-scheduled with the same group and tutor.

Implementation and Support To ensure smooth instruction and address any issues that may arise during tutoring sessions, Contractor represents that it will implement comprehensive session monitoring protocols and establish clear lines of communication with participating districts and schools. These measures are designed to promptly identify and address any interruptions that may occur during instruction, allowing Contractor to provide optimal learning experience for all participants. In addition to session monitoring, Contractor is committed to maintaining an open line of communication with participating districts and schools for reporting and addressing any issues that may disrupt instruction. Timely and transparent communication is prioritized to ensure Contractor is promptly informed of any concerns or challenges that may arise during tutoring sessions.

The table below outlines Contractor’s anticipated implementation plan and timeline:

Timeframe Action Items

July-August

• Enroll qualifying students from participating districts and schools in Contractor’s tutoring program. Collaborate with participating districts and schools to determine participating students.

• Analyze student pre-diagnostic test results and district/school assessment data to determine student tutoring groupsDevelop and finalize tutoring schedules for participating districts and schools in collaboration with district and school leaders.

August- September 2025

• Develop and finalize one-on-one and small-group tutoring grouping for participating students at participating districts and schools in collaboration with administrators, school leaders, and/or teachers at participating districts and schools. Contractor will coordinate with participating districts and schools on a district- or school-supported rostering approach (e.g., Clever, EdLink, Google Classroom roster, etc).

• Assign tutors to all enrolled student groups,

• Develop and finalize tutoring schedules in collaboration with participating districts and schools, including the tutoring times and the number of students in each time slot.

• Prepare student learning plans.

July-August (depending on individual district and school schedules) to November 30,

• Provide and deliver high-dosage tutoring in content areas of English language arts and mathematics to participating students at participating districts and schools.

• Administer progress-monitoring assessments and collect relevant student progress and program efficacy data, as applicable.

Reporting Contractor shall submit to DEW monthly participation reports by the 10th of each month that include the following information: number of students at each participating district/school that attended Contractor’s tutoring sessions; number of tutoring sessions scheduled and number of tutoring sessions attended by students at participating districts and schools; content area; duration of tutoring session; when available, relevant student assessment data; any other information as requested by DEW. The submission deadlines for the monthly reporting will be determined by DEW. Contractor must omit from any reports provided by Contractor to DEW student names, addresses, social security numbers, and any personally identifiable information about any student pursuant to R.C. § 3301.0714(D)(1) and utilize the state student identification number (SSID).

Budget In accordance with Article IV of this Agreement, Contractor will submit invoices to DEW following rendering services to participating Ohio schools and districts. As outlined in Article II of this Agreement, Appendix A, Scope of Work, sets forth the services to be performed under this Agreement. Contractor shall not invoice DEW for services not rendered. This includes tutoring sessions scheduled but not attended by students.

Deliverable QTY Unit of Measure Unit Cost Extended Cost Tutoring Services 1 Amount $1,076,896.53 $1,076,896.53 Total: - - - $1,076,896.53

All costs include software and/or platform access.

https://codes.ohio.gov/ohio-revised-code/section-3301.0714

Appendix B: Participating Schools and Pricing Model Participating Districts and Schools Contractor will provide the tutoring services described in Appendix A to the following participating schools and districts:

• Batavia Local School District;

• Lima South Science-Technology Magnet K-8;

• Ohio Connections Academy, Inc.;

• Orrville City School District;

• St. Paul School (located in Salem, Ohio);

• Trotwood-Madison City School District; and

• United Local School District.

Pricing Model Contractor’s pricing model for the tutoring services described in Appendix A is as follows:

Rate Table Session Length Cost Per Session 30 minutes $48.12 35 minutes $54.00 40 minutes $59.37 45 minutes $65.00 50 minutes $70.62 60 minutes $81.87

*Price per session is the same for 1:1, 2:1, 3:1, 4:1.

Under no circumstances will Contractor invoice DEW for costs associated with tutors’ pre- and post-session preparation, which are not direct academic tutoring services to students.

The total compensation to be paid to Contractor under this Agreement shall not exceed the amount specified in Article IV, Paragraph A of this Agreement.

Recommended Student-Tutor Ratios*

Ratio Grade Bands 2:1 K-1s 3:1 2nd-3rd 4:1 4th-12th