Sole Source Notification 20240431 Amend 01.pdf

It is the intent of Washington State to promote open competition and transparency for all contracts for goods and services. In accordance with Department of Enterprise Service (DES) policy #DES-

140-00, all intended sole source contracts must be made available for public inspection for a period of not less than ten (10) working days before the start date of the contract. This Sole Source

Notification satisfies the requirement.

This Sole Source Notification is available at the Office of Superintendent of Public Instruction

(OSPI) website and at the Department of Enterprise Services, Washington Electronic Business

Solution (WEBS) Procurement website under the following commodity codes: 208-58: Language

Translation Software; 920-32: Intelligent Transportation System Software (To Include Design, Development, and Maintenance Services); 961-75: Translation Services.

In May 2024, the Office of Superintendent of Public Instruction (OSPI) entered into a $288,000 sole source contract TransAct Communications, LLC for a term of May 2024, through June 30, 2025. The purpose of the contract is to provide Washington State Local Education Agencies

(LEAs) with access to an online ParentNotices platform that includes federally compliant and professionally translated parent notices. Services include identifying, writing, reviewing, translating, updating, hosting, maintaining, and translating federally required parent communications related to Every Student Succeeds Act (ESSA), general education, Individuals with Disabilities Education Act (IDEA) and Section 504.

The ParentNotices platform houses documents in a repository that allows for cascading permissions and document preference, and allows LEAs to send these notices to parents through and online portal and receive parent approval. OSPI will have the ability to oversee all documents uploaded into ParentNotices and can flag preferred versions. Furthermore, the platform offers student information system integration (up to the districts to purchase) that will give districts the opportunities to auto populate documents and digitize workflow. Staff training and live platform support will also be provided by the Contractor.

No vendors responded to OSPI’s original Sole Source Notification, DES approved the contract, and OSPI entered into the agreement with the Contractor in May. OSPI now intends to increase the value of the Sole Source contract for a total contract award of $588,000. This amendment increases the amount of funding available for additional purchases of translated collections.

Consultants contemplating the above requirements shall submit capability statements detailing their ability to meet the state’s requirements no later than 3:00 pm on September 26, 2024.

Sole Source Notification

ParentNotices Platform https://www.k12.wa.us/about-ospi/contracting-ospi/competitive-procurements https://www.k12.wa.us/about-ospi/contracting-ospi/competitive-procurements https://fortress.wa.gov/ga/webs/ https://fortress.wa.gov/ga/webs/

OSPI Sole Source Contract 20240431-01 Page 2 of 6

Capability statements must address the following state requirements:

• Expertise and ability to identify, write, and update federally required parent communications related to ESSA, general education, IDEA, and Section 504.

• Expertise to provide legal review of those forms for compliance with Federal law.

• Ability to professionally translate the forms into the top 10 languages used in

Washington (Spanish, Russian, Vietnamese, Ukrainian, Arabic, Somali, Marshallese, Chinese Mandarin, Korean, and Punjabi).

• Ability to develop, maintain, and provide access to an online platform with the capability to host, maintain, customize and complete the forms accessible to district staff and parent portal access in both English and Spanish.

• Ability to pull user reports, specific to federal compliance collections (i.e. IDEA, 504, etc).

• Ability to build and maintain cascading permissions/security.

• Ability to restrict non-state compliant documents, and/or provide only WA approved modifications.

• Ability to provide training and live support for the online platform.

• Ability to integrate with District Student Information Systems.

• Reporting on platform utilization.

In the absence of other qualified sources, and pending approval by the Department of Enterprise

Services, it is OSPI’s intent to amend the contract as stated above.

Although this Sole Source Notification is not an invitation to bid, if you feel your firm is able to provide the goods or services listed above, you may submit a capability statement to:

Kyla Moore

Office of Superintendent of Public Instruction

Email: contracts@k12.wa.us

In accordance with DES Sole Source policy process #PRO-DES-140-00A, the following documents are attached:

• Attachment 1 – A copy of the Sole Source Contract Filing Justification

• Attachment 2 – A copy of the proposed draft sole source contract in significantly final form

Attachment 1 – Sole Source Contract Filing Justification

Specific Problem or Need

• What is the business need or problem that requires this contract?

OSPI is required by RCW 28A.183.030 to implement a language access technical assistance program for culturally responsive, systemic family engagement. Federal

Elementary and Secondary Education (ESEA)/ESSA, Civil Rights, Section 504, and IDEA laws include requirements for meaningful access to parent engagement.

mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20240431-01 Page 3 of 6

From January 2024 through March 2024, OSPI conducted a review of district needs to identify areas of high impact. This review involved partnering with an Educational Service

District to host listening sessions, gather data, and focus in on finding supports for language access liaison districts (mostly rural districts).

During the listening sessions, district representatives reported a lack of capacity to satisfy the increasing demand for translated documents. Furthermore, it became apparent that districts do not engage in common translation practices. Because of the variability in translation (google translate, AI, out-source contracting), the team determined that we could save dollars and time by investing in a state-wide translation repository. This idea was brought forward in 2015 as a language access workgroup recommendation.

Sole Source Criteria

• Describe the unique features, qualifications, abilities or expertise of the contractor proposed for this sole source contract.

Founded in 1994 by an entrepreneur who witnessed firsthand the challenges school districts face in efficiently meeting regulatory requirements, TransAct consists of software professionals, former education administrators, and compliance experts. They offer software solutions that span student transportation, after-school program management, McKinney-Vento program coordination, and the ParentNotices platform, each focused on helping districts streamline their operations and more efficiently meet both federal and state requirements. TransAct serves more than 29 State Departments of Education.

ParentNotices platform partners with school systems to bridge the gaps in communications to deliver fully compliant multi-language forms to increase parent engagement. Districts will have access to a live library of documents translated by professionals.

Specific to the ParentNotices platform, TransAct Communications provides forms that are written by a team of state and local federal program administrators, reviewed by the law firm of Brustein & Manasevit and translated by qualified and trained professional translators. They are the sole provider of the ParentNotices platform and have the ability to provide training and live support.

• What kind of market research did the agency conduct to conclude that alternative sources were inappropriate or unavailable? Provide a narrative description of the agency’s due diligence in determining the basis for the sole source contract, including methods used by the agency to conduct a review of available sources such as researching trade publications, industry newsletters and the internet; contacting similar service providers; and reviewing statewide pricing trends and/or agreements. Include a list of businesses contacted (if you state that no other businesses were contacted, explain why not), date of contact, method

OSPI Sole Source Contract 20240431-01 Page 4 of 6 of contact (telephone, mail, e-mail, other), and documentation demonstrating an explanation of why those businesses could not or would not, under any circumstances, perform the contract; or an explanation of why the agency has determined that no businesses other than the prospective contractor can perform the contract.

OSPI examined DES Statewide Contract #: 04218 for Translation Services - Written Word, but determined it does not meet the agency's business need because it does not provide:

• Creation of legally compliant English versions of forms including review by qualified legal staff

• Maintenance of forms to keep up to date with any legal changes required by the

Federal government.

• Online hosting of English and translated forms for access by school districts and an English/Spanish language parent portal for distribution of the forms.

Internally, OSPI does not have staffing capacity to individually create, maintain, and professionally translate the over 300 forms included in this work. Additionally we do not have the IT capacity to build and distribute an online platform to give LEAs and parents access to these forms.

Other companies explored during market research included Pronto, Columbia Language

Services, CVLanguages, LanguageLink, JR Translations, Evergreen Interpreting, Purple

Communications, Alboum Translation Services, ChatGPT, DeepL, and Pairaphrase.

Although these companies offer translation services, no other company allows for documents to be stored, marked as preferred, auto populated, and upkeep compliance within a change log.

• What considerations were given to providing opportunities in this contract for small business, including but not limited to unbundling the goods and/or services acquired.

OSPI determined no small business has the capacity to provide the entirety of these services. Unbundling would cost an excess of $293,200, which does not include a separate IT contract to build an online hosting program.

• Provide a detailed and compelling description that includes quantification of the costs and risks mitigated by contracting with this contractor (i.e. learning curve, follow-up nature).

There is a level of risk associated with inconsistent translations, machine translations, and unqualified third-party translators, which could result in compliance findings under the

Every Student Succeeds Act (ESSA) and/or Title VI of the Civil Rights Act of 1964 for school districts in the state. With consistent access to a live library of documents translated by professionals, districts decrease the risk of sending notifications inconsistently, sending translations that are inaccurate or unclear, and omitting the delivery of required parent notifications.

• Is the agency proposing this sole source contract because of special circumstances such as confidential investigations, copyright restrictions, etc.? If so, please describe.

OSPI Sole Source Contract 20240431-01 Page 5 of 6

No.

• Is the agency proposing this sole source contract because of unavoidable, critical time delays or issues that prevented the agency from completing this acquisition using a competitive process? If so, please describe. For example, if time constraints are applicable, identify when the agency was on notice of the need for the goods and/or service, the entity that imposed the constraints, explain the authority of that entity to impose them, and provide the timelines within which work must be accomplished.

No.

• What are the consequences of not having this sole source filing approved? Describe in detail the impact to the agency and to services it provides if this sole source filing is not approved.

If this Sole Source Filing is not approved, Washington school districts will remain at risk for compliance findings, inconsistent notification, inaccurate or unclear translations/notices, and omitting the delivery of required parent notifications.

Reasonableness of Cost

• Since competition was not used as the means for procurement, how did the agency conclude that the costs, fees, or rates negotiated are fair and reasonable? Please make a comparison with comparable contracts, use the results of a market survey, or employ some other appropriate means calculated to make such a determination.

Reasonableness of cost was determined by comparing the bundled cost of services to the unbundled cost of completing this work separately as follows:

Document creation costs:

3 hours x 312 documents = 936 hours

936 hours x $50/hour = $46,800

Legal review of applicable forms:

100 documents x 1.5 hours/document = 150 hours

150 hours x $400/hour = $60,000

312 documents x $200/language x 6 languages = $374,400

Total: $481,200

This is an excess cost of $293,200, which does not include a separate IT contract to build an online hosting program.

Attachment 2 – Proposed Draft Contract Amendment

See next page

Page 1 of 3 Contract 20240431 Amendment 01 between OSPI and TRANSACT COMMUNICATIONS, LLC

FORM SPI D-360 (Rev. 06/22)

AMENDMENT 01

Modification of Contract between the State Superintendent of Public Instruction, State of Washington (hereinafter referred to as Superintendent) and

TRANSACT COMMUNICATIONS, LLC

(hereinafter referred to as Contractor)

Which commenced the 1st day of April 2024, and terminates the 30th day of June 2025, and is numbered 20240431.

For and in consideration of the mutual promises contained in this modification of Contract, the Superintendent and Contractor do mutually agree to modify the Contract identified above as follows:

SECTION I. DUTIES OF THE CONTRACTOR shall be amended to read as follows:

A. The general objective of this Contract is as follows:

Provide Washington State Local Education Agencies with access to an online platform that includes federally compliant and professionally translated parent notices.

B. In order to accomplish the general objective of this Contract, Contractor shall perform the following specific duties to the satisfaction of the OSPI Contract Manager:

a. Identifying, writing, reviewing, translating, updating, hosting, maintaining, and translating federally required parent communications including the following collections:

i. Every Student Succeeds Act (ESSA)

ii. General education

iii. Individuals with Disabilities Education Act (IDEA)

iv. Section 504

b. Provide access to online ParentNotices platform including a secure parent view translated into Spanish for the term of the Contract

c. Provide staff training on use of the platform

i. Training specific to OSPI admins in May 2024

ii. Additional OSPI trainings as determined necessary by OSPI and

Contractor; dates/times to be determined by mutual agreement; subject to change

iii. Virtual training for districts in June 2024; subject to change

iv. Optional in-person regional trainings to be determined by mutual agreement; subject to change

d. Provide live platform support

e. Protect student privacy by disabling the option to upload parent or student data into the tool until such time that the contractor ensures OSPI-approved safeguards are in place

Page 2 of 3 Contract 20240431 Amendment 01 between OSPI and TRANSACT COMMUNICATIONS, FORM SPI D-360 (Rev. 06/22)

C. The Contractor shall provide the following deliverables to the OSPI Contract Manager by the dates indicated below:

SCHEDULE OF DELIVERABLES

Deliverable Due Date

1. Access to platform: Subscription begins Contract commencement

2. Initial onboarding training May-June 2024

3. Utilization reporting June 2, 2024

4. Additional purchases of translated collections As needed

SECTION III. DUTIES OF THE SUPERINTENDENT shall be amended to read as follows:

A. In consideration of Contractor’s satisfactory performance of the duties set forth herein, Superintendent shall compensate the Contractor in an amount not to exceed two hundred eighty-eight thousand dollars ($288,000) five hundred eighty-eight thousand dollars ($588,000), inclusive of travel and all other contract-related costs. Payment for satisfactory performance shall not exceed this amount unless the parties mutually agree to a higher amount prior to the commencement of any work, which will cause the maximum payment to be increased.

Funds for the payment of this contract are provided by state dollars.

All expenses necessary to the Contractor’s performance of this Contract not specifically mentioned in the Contract shall be borne by the Contractor.

B. Payment shall be made to the Contractor as follows:

SCHEDULE OF PAYMENTS

Deliverable Due Date Payment

1. Commencement of subscription to ParentNotices platform

June 2024 $188,000

2. Additional purchases of translated collections

As needed by OSPI

Up to but not exceeding a total of $100,000 $400,000

The invoice(s) will be paid only after approval by the OSPI Contract Manager and Agency Financial Services, OSPI. The invoice shall include the Contract number, and document to the OSPI Contract Manager’s satisfaction a description of the work performed and payment requested. Within approximately thirty (30) calendar days of the OSPI Contract Manager receiving and approving the invoice, payment will be mailed or electronically transferred to the Contractor by Agency Financial Services, OSPI.

If errors are found in the submitted invoice or supporting documents, the OSPI Contract Manager will notify the Contractor. In order to receive payment, it shall be the responsibility of the Contractor to make corrections in a timely manner, resubmit the invoice and/or supporting documentation as requested, and notify the OSPI Contract Manager.

Page 3 of 3 Contract 20240431 Amendment 01 between OSPI and TRANSACT COMMUNICATIONS, FORM SPI D-360 (Rev. 06/22)

C. Final payment shall be made after acceptance by the OSPI Contract Manager if received by the OSPI Contract Manager within ninety (90) days after the contract expiration date, unless negotiated with the OSPI Contract Manager and the Fiscal Budget Analyst.

SECTION IV. CONTRACT MANAGEMENT shall be amended to read as follows:

Contractor OSPI

ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REMAIN IN FULL FORCE

AND EFFECT.

This modification of Contract shall take effect at midnight the 7th day of October 2024, or the date of execution, whichever is later, OR the date of approval by the Department of Enterprise Services in the event such filing is required by state law or rules, whichever date is the latest.

IN WITNESS WHEREOF, the parties have executed this Agreement Amendment.

Transact Communications, LLC Superintendent of Public Instruction State of Washington

Signature Kyla L. Moore, Contracts Administrator

Printed Name Date

Title

Date

Who certifies that he/she is the Contractor identified herein, OR a person duly qualified and authorized to bind the Contractor so identified to the foregoing Agreement.

Approved as to FORM ONLY by the Assistant Attorney General

Intentionally left blank Intentionally left blank mailto:lindsey.maehlum@k12.wa.us

OSPI Sole Source Contract 20240431-01 Page 6 of 6

Attachment 3 – Original Sole Source Contract

See next page

Page 1 of 4 Contract 20240431 between OSPI and TransAct Communications, LLC (Rev. 05/22)

CONTRACT FOR SERVICES

Contract No. 20240431 between

SUPERINTENDENT OF PUBLIC INSTRUCTION,

STATE OF WASHINGTON

(hereinafter referred to as Superintendent/OSPI) Old Capitol Building, PO Box 47200

Olympia, WA 98504-7200 and

TRANSACT COMMUNICATIONS, LLC

(hereinafter referred to as Contractor)

5105 - 200th Street SW Suite 200 Lynwood, WA 98036

Employer Identification #47-5313048 Unified Business Identifier #603-334-810

In consideration of the promises and conditions contained herein, Superintendent and Contractor do mutually agree as follows:

I. DUTIES OF THE CONTRACTOR

A. The general objective of this Contract is as follows:

Provide Washington State Local Education Agencies with access to an online platform that includes federally compliant and professionally translated parent notices.

B. In order to accomplish the general objective of this Contract, Contractor shall perform the following specific duties to the satisfaction of the OSPI Contract Manager:

a. Identifying, writing, reviewing, translating, updating, hosting, maintaining, and translating federally required parent communications including the following collections:

i. Every Student Succeeds Act (ESSA)

ii. General education

iii. Individuals with Disabilities Education Act (IDEA)

iv. Section 504

b. Provide access to online ParentNotices platform including a secure parent view translated into Spanish for the term of the Contract

c. Provide staff training on use of the platform

i. Training specific to OSPI admins in May 2024

ii. Additional OSPI trainings as determined necessary by OSPI and Contractor;

dates/times to be determined by mutual agreement; subject to change

iii. Virtual training for districts in June 2024; subject to change

iv. Optional in-person regional trainings to be determined by mutual agreement;

subject to change

d. Provide live platform support

Page 2 of 4 Contract 20240431 between OSPI and TransAct Communications, LLC

C. The Contractor shall provide the following deliverables to the OSPI Contract Manager by the dates indicated below:

SCHEDULE OF DELIVERABLES

Deliverable Due Date

1. Access to platform: Subscription begins Contract commencement

2. Initial onboarding training May-June 2024

3. Utilization reporting June 2, 2024

4. Additional purchases of translated collections As needed

II. CONDITIONS OF COMMENCEMENT OF PERFORMANCE

AND

SCHEDULE OF PERFORMANCE

Contractor shall not commence performance, or be entitled to compensation or reimbursement for any services rendered, prior to the occurrence of each of the following conditions: (1) This Contract must be executed by a representative of the Contractor and the Superintendent; (2) Provisions of Chapter 39.26 RCW require the Agency to file this sole source Contract with the Department of Enterprise Services (DES) for approval; no Contract so filed is effective nor shall work commence under it until the tenth (10th) working day following the date of filing, subject to DES approval. In the event DES fails to approve the Contract, the Contract shall be null and void;

and, (3) Contract Manager must confirm the occurrence of conditions number one (1) and two (2) and notify the Contractor to commence performance.

The schedule of performance of Contractor’s duties is as follows subject, however, to the three

(3) prior conditions to commencement of performance set forth immediately above:

May 8, 2024, date of approval by DES, or date of execution, whichever is later, through June 30, 2025.

III. DUTIES OF THE SUPERINTENDENT

A. In consideration of Contractor’s satisfactory performance of the duties set forth herein, Superintendent shall compensate the Contractor in an amount not to exceed two hundred eighty-eight thousand dollars ($288,000), inclusive of travel and all other contract-related costs. Payment for satisfactory performance shall not exceed this amount unless the parties mutually agree to a higher amount prior to the commencement of any work, which will cause the maximum payment to be increased.

Funds for the payment of this Contract are provided by state dollars.

All expenses necessary to the Contractor’s performance of this Contract not specifically mentioned in the Contract shall be borne in full by the Contractor.

Page 3 of 4 Contract 20240431 between OSPI and TransAct Communications, LLC

B. Payment shall be made to the Contractor as follows:

SCHEDULE OF PAYMENTS

Deliverable Due Date Payment

1. Commencement of subscription to ParentNotices platform

June 2024 $188,000

2. Additional purchases of translated collections

As needed by OSPI

Up to but not exceeding a total of $100,000

The invoice(s) will be paid only after approval by the OSPI Contract Manager and Agency Financial Services, OSPI. The invoice shall include the Contract number, and document to the OSPI Contract Manager’s satisfaction a description of the work performed and payment requested. Within approximately thirty (30) calendar days of the OSPI Contract Manager receiving and approving the invoice, payment will be mailed or electronically transferred to the Contractor by Agency Financial Services, OSPI.

If errors are found in the submitted invoice or supporting documents, the OSPI Contract Manager will notify the Contractor. In order to receive payment, it shall be the responsibility of the Contractor to make corrections in a timely manner, resubmit the invoice and/or supporting documentation as requested, and notify the OSPI Contract Manager.

C. Final payment shall be made after acceptance by the OSPI Contract Manager if received by the OSPI Contract Manager within ninety (90) days after the contract expiration date, unless negotiated with the OSPI Contract Manager and the Fiscal Budget Analyst.

IV. CONTRACT MANAGEMENT

The following shall be the contact person for all communications and billings regarding the performance of this contract. Any changes to this information shall be communicated to the other party in writing as soon as reasonably possible.

Contractor OSPI

Intentionally left blank Intentionally left blank

Page 4 of 4 Contract 20240431 between OSPI and TransAct Communications, LLC

V. INCORPORATION OF ATTACHMENTS AND ORDER OF PRECEDENCE

Each of the attachments listed below is by this reference hereby incorporated into this Contract.

In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order:

• Applicable Federal and state of Washington statutes and regulations

• Special Terms and Conditions as contained in this basic contract instrument

• Attachment A – Contract for Services, General Terms and Conditions

• Any other provision, term or material incorporated herein by reference or otherwise incorporated.

VI. APPROVAL

This Contract shall be subject to the written approval of the Superintendent’s authorized representative and shall not be binding until so approved. The Contract may be altered, amended, or waived only by a written amendment executed by both parties.

We the undersigned agree to the terms of the foregoing Contract.

TransAct Communications, LLC Superintendent of Public Instruction

State of Washington

Signature Kyla L. Moore, Contracts Administrator

Printed Name Date

Title

Date

Who certifies that he/she is the Contractor identified herein, OR a person duly qualified and authorized to bind the Contractor so identified to the foregoing Agreement.

Approved as to FORM ONLY by the Assistant Attorney General

Page 1 of 14 Contract 20240431 Attachment A – General Terms and Conditions between OSPI and TransAct Communications, LLC FORM SPI D-283 (Rev. 12/23)

Attachment A Contract for Services

GENERAL TERMS AND CONDITIONS

Definitions. As used throughout this Contract and General Terms and Conditions, the following terms shall have the meaning set forth below:

“Contract” or “Agreement” means the entire written agreement between OSPI and the Contractor, including any attachments, exhibits, documents, or materials incorporated by reference. Contract and Agreement may be used interchangeably.

"Contractor" shall mean that firm, provider, organization, individual, or other entity performing service(s) under this Contract, and shall include all employees of the Contractor.

“Services” means all work performed or provided by Contractor pursuant to this Contract.

“Statement of Work” or “SOW” or “Scope of Work” means a detailed description of the work activities the Contractor is required to perform under the terms and conditions of this Contract, including the deliverables and timeline.

"Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms " Subcontractor" and " Subcontractors" means Subcontractor(s) in any tier.

"Superintendent" shall mean the Office of Superintendent of Public Instruction (OSPI) of the State of Washington, any division, section, office, unit or other entity of the Superintendent, or any of the officers or other officials lawfully representing the Superintendent. Superintendent and OSPI may be used interchangeably.

1. Access to Data. In compliance with Chapter 39.26 RCW, the Contractor shall provide access to data generated under this Contract to the Superintendent, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Contractor’s reports, including computer models and methodology for those models.

2. Alterations and Amendments. This Contract may be amended only by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

3. Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, also referred to as the “ADA” 28 CFR Part 35. The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications.

4. Assignment. Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of the Superintendent.

5. Assurances. The Superintendent and the Contractor agree that all activity pursuant to this

Contract will be in accordance with all applicable current federal, state and local laws, rules and regulations.

Page 2 of 14 Contract 20240431 Attachment A – General Terms and Conditions between OSPI and

FORM SPI D-283 (Rev. 12/23)

6. Attorney’s Fees. In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney’s fees and costs.

7. Audit Requirements. If the Contractor is a Subrecipient of federal awards as defined by the

Office of Management and Budget (OMB) CFR, Part 200, Subpart F, and expends seven hundred and fifty thousand dollars ($750,000) or more in federal awards (does not apply to contracts for goods and services) from all federal sources in any fiscal year beginning on or after December 26, 2014, the Contractor shall procure at their expense a single or program-specific audit for that year. The Contractor shall incorporate OMB CFR, Part 200, Subpart F audit requirements into all contracts between the Contractor and its Subcontractors who are Subrecipients of federal awards. The Contractor shall comply with any future amendments to OMB and any successor or replacement Circular or regulation.

8. Budget Revisions. Any monetary amount budgeted by the terms of this Contract for various activities and line-item objects of expenditure may be revised without prior written approval of Superintendent, so long as the revision is no more than ten percent (10%) of the original line item amount and the increase in an amount is offset by a decrease in one or more other amounts equal to or greater than the increase. All other budget revisions exceeding ten percent (10%) shall only be made with the prior written approval of the Superintendent.

9. Certification Regarding Debarment, Suspension, and Ineligibility. The Contractor certifies that neither it nor its principals are debarred, suspended, proposed for debarment, or voluntarily excluded from participation in transactions by any federal department or agency. The Contractor further certifies that they will ensure that potential subcontractors or any of their principals are not debarred, suspended, proposed for debarment, or voluntarily excluded from participation in covered transactions by any federal department or agency.

“Covered transactions” include procurement contracts for goods that are expected to equal or exceed twenty-five thousand dollars ($25,000). Contractor may do so by obtaining a certification statement from the potential subcontractor or subrecipient or by checking online at the System for Award Management (SAM), Excluded Parties List. The Contractor shall immediately notify the Superintendent if, during the term of this contract, Contractor becomes debarred. The Superintendent may immediately terminate this Contract by providing Contractor written notice if Contractor becomes debarred during the term of this Contract.

The Contractor also certifies that neither it nor its principals are debarred, suspended, or proposed for debarment from participation in transactions by any state department or agency. The Contractor further certifies that they will ensure that potential subcontractors or any of their principals are not debarred, suspended, or proposed for debarment from participation in covered transactions by any state department or agency.

10. Certification Regarding Lobbying. The Contractor certifies that Federal-appropriated funds will not be used to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress or an employee of a member of Congress in obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Contractor must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Contractor shall require its subcontractors to certify compliance with this provision.

Page 3 of 14 Contract 20240431 Attachment A – General Terms and Conditions between OSPI and

FORM SPI D-283 (Rev. 12/23)

11. Certification Regarding Wage Violations. The Contractor certifies that within three (3) years prior to the date of execution of this Contract, Contractor has not been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of RCW chapters 49.46, 49.48, or 49.52.

The Contractor further certifies that it will remain in compliance with these requirements during the term of this Contract. Contractor will immediately notify the Superintendent of any finding of a willful violation entered by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction entered during the term of this Contract.

12. Change in Status. In the event of substantive change in the legal status, organizational structure, or fiscal reporting responsibility of the Contractor, Contractor agrees to notify the Superintendent of the change. Contractor shall provide notice as soon as practicable, but no later than thirty (30) days after such a change takes effect.

13. Confidentiality. The Contractor acknowledges that all of the data, material and information which originates from this Contract, and any student assessment data, material and information which will come into its possession in connection with performance under this Contract, consists of confidential data owned by the Superintendent or confidential personally identifiable data subject to the federal Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99) or other privacy laws, and that the data must be secured and protected from unauthorized disclosure by the Contractor. The Contractor is wholly responsible for compliance with FERPA requirements.

The Contractor, therefore, agrees to hold all such material and information in strictest confidence, not to make use thereof other than for the performance of this Contract, to release it only to authorized employees and agents requiring such information and not release or disclose it to any other party. The Contractor agrees to release such information or material only to employees and agents who have signed a written agreement expressly prohibiting disclosure or usages not specifically authorized by this Contract.

14. Copyright Provisions. Unless otherwise provided, all Materials produced under this

Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and copyright shall be owned by the Superintendent. The Superintendent shall be considered the author of such Materials. If Materials are not considered “works for hire”, Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the Superintendent effective from the moment of creation of such Materials.

Materials means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Copyright ownership includes the right to patent, register and the ability to transfer these rights.

Contractor understands that, except where otherwise agreed to in writing or approved by the Superintendent or designee, all original works of authorship produced under this Contract shall carry a Creative Commons Attribution License, version 4.0 or later.

http://app.leg.wa.gov/RCW/default.aspx?cite=49.48.082 http://app.leg.wa.gov/RCW/default.aspx?cite=49.46 http://app.leg.wa.gov/RCW/default.aspx?cite=49.48 http://app.leg.wa.gov/RCW/default.aspx?cite=49.52 http://creativecommons.org/licenses/by/4.0/

Page 4 of 14 Contract 20240431 Attachment A – General Terms and Conditions between OSPI and

FORM SPI D-283 (Rev. 12/23)

All Materials the Contractor has adapted from others’ existing openly licensed resources must be licensed with the least restrictive open license possible that is not in conflict with existing licenses.

For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, Contractor will license the materials to allow others to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. If the Contractor would like to limit these pre-existing portions of the work to non-commercial use, the Creative Commons Attribution-NonCommercial (preferred) or Creative Commons Attribution-NonCommercial-ShareAlike licenses, version 4.0 or later, are acceptable for these specific sections.

The Contractor warrants and represents that Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to apply such a license.

The Contractor shall exert all reasonable effort to advise the Superintendent, at the time of delivery of data furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Superintendent shall receive prompt written notice of each notice or claim of infringement received by the Contractor with respect to any data delivered under this Contract. The Superintendent shall have the right to modify or remove any restrictive markings placed upon the data by the Contractor.

15. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agent maintained by the Contractor for the purpose of securing business. The Superintendent shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fees.

16. Disputes. In the event that a dispute arises under this Contract, it shall be determined by a

Dispute Board in the following manner: (1) The Superintendent shall appoint a member to the Dispute Board; (2) the Contractor shall appoint a member to the Dispute Board; (3) the Superintendent and the Contractor shall jointly appoint a member to the Dispute Board; (4) the Dispute Board shall evaluate the dispute and make a determination of the dispute; and, the determination of the Dispute Board shall be final and binding on the parties hereto.

As alternatives to the above Dispute Board process: (1) if the dispute is between two or more state agencies, any one of the agencies may request intervention by the Governor, as provided by 43.17.330 RCW, in which event the Governor’s process shall control; and, (2) if the dispute is between a non-state agency and another state agency or non-state agency party to this Contract, all the disputing parties may mutually agree to mediation prior to submitting the dispute to a Dispute Board in the event the dispute is not resolved pursuant to mediation within an agreed-upon time period.

17. Duplicate Payment. The Superintendent shall not pay the Contractor, if the Contractor has charged or will charge the state of Washington or any other party under any other contract or agreement, for the same services or expenses.

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Page 5 of 14 Contract 20240431 Attachment A – General Terms and Conditions between OSPI and

FORM SPI D-283 (Rev. 12/23)

18. Electronic signature. Any signature page delivered via fax machine or electronic image scan, receipt acknowledged in each case, shall be binding to the same extent as an original, wet ink signature page. Any Party who delivers such a signature page agrees to later deliver an original counterpart to any Party which requests it.

19. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto.

20. Ethical Conduct. Neither the Contractor nor any employee or agent of the Contractor shall participate in the performance of any duty or service in whole or part under this Contract in violation of, or in a manner that violates any provision of the Ethics in Public Service law at Chapter 42.52 RCW, RCW 42.17A.550, RCW 42.17A.555, and 41.06.250 prohibiting the use of public resources for political purposes.

Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to the Superintendent’s employees.

21. Governing Law and Venue. This Contract shall be construed and interpreted in accordance with the laws of the State of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County.

22. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless the Superintendent and all officials, agents, and employees of the Superintendent, from and against all claims for injuries or death arising out of or resulting from the performance of this Contract. “Claim” as used in this Contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Additionally, “claims” shall include but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, or otherwise results in an unfair trade practice or in unlawful restraint of competition. Contractor’s obligation to indemnify, defend and hold harmless includes any claim by Contractor’s agents, employees, representatives, or any subcontractor or its employees.

Contractor expressly agrees to indemnify, defend, and hold harmless the Superintendent for any claim out of or incident to Contractor’s or subcontractor’s performance or failure to perform the Contract. Contractor’s obligation to indemnify, defend, or hold harmless the Superintendent shall not be eliminated or reduced by any actual or alleged concurrent negligence by Superintendent or its agents, employees, or officials.

Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless Superintendent and its agents, employees, or officials.

23. Independent Capacity of the Contractor. The parties intend that an independent Contractor relationship will be created by this Contract. The Contractor and his/her employees or agents performing under this Contract are not employees or agents of the Superintendent. The Contractor will not hold himself/herself out as nor claim to be an officer or employee of the

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FORM SPI D-283 (Rev. 12/23)

Superintendent or of the state of Washington by reason hereof, nor will the Contractor make any claim or right, privilege, or benefit which would accrue to such employee under law.

Conduct and control of the work will be solely with the Contractor.

24. Insurance.

a. Worker’s Compensation Coverage. The Contractor shall at all times comply with all applicable worker’s compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the fullest extent applicable. This requirement includes the purchase of industrial insurance coverage for the Contractor’s employees, as may now hereafter be required of an “employer” as defined in Title 51 RCW. Such worker’s compensation and occupational disease requirements shall include coverage for all employees of the Contractor, and for all employees of any subcontract retained by the Contractor, suffering bodily injury (including death) by accident or disease, which arises out of or in connection with the performance of this Contract. Satisfaction of these requirements shall include, but shall not be limited to:

1) Full participation in any required governmental occupational injury and/or disease insurance program, to the extent participation in such a program is mandatory in any jurisdiction;

2) Purchase worker’s compensation and occupational disease insurance benefits to employees in full compliance with all applicable laws, statutes, and regulations, but only to the extent such coverage is not provided under mandatory governmental program in “a” above, and/or;

3) Maintenance of a legally permitted and governmentally approved program of self-insurance for worker’s compensation and occupational disease.

Except to the extent prohibited by law, the program of the Contractor’s compliance with worker’s compensation and occupational disease laws, statutes, and regulations in 1), 2), and 3) above shall provide for a full waiver of rights of subrogation against the Superintendent, its directors, officers, and employees.

If the Contractor, or any subcontractor retained by the Contractor, fails to effect and maintain a program of compliance with applicable worker’s compensation and occupational disease laws, statutes, and regulations and the Superintendent incurs fines or is required by law to provide benefits to such employees, to obtain coverage for such employees, the Contractor will indemnify the Superintendent for such fines, payment of benefits to Contractor or subcontractor employees or their heirs or legal representatives, and/or the cost of effecting coverage on behalf of such employees.

Any amount owed the Superintendent by the Contractor pursuant to the indemnity may be deducted from any payments owed by the Superintendent to the Contractor for the performance of this Contract.

b. Proof of Insurance. Certificates and or evidence satisfactory to the Superintendent confirming the existence, terms and conditions of all insurance required above shall be delivered to the Superintendent within five (5) days of the Contractor’s receipt of Authorization to Proceed.

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FORM SPI D-283 (Rev. 12/23)

c. General Insurance Requirements. Contractor shall, at all times during the term of the Contract and at its cost and expense, buy and maintain insurance of the types and amounts listed above. Failure to buy and maintain the required insurance may result in the termination of the Contract at the Superintendent’s option.