Sole_Source_Notification_20250760.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 fifteen (15) 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: 924-05:

Educational Advisory Services; 924-18: Alternative Educational Services; 924-19: Educational

Research Services; 924-64 Partnering Workshop Facilitation Services; and 924-74-Special

Education. (The proposed vendor is also registered in the following commodity codes, but they have been intentionally omitted from this Sole Source Notification as they are not applicable to this contract: 924-16: Course Development Services, Instructional/Training, 924-41: Instructor-led, Classroom Training (Non-Technical), and 924-60: Not-For-Credit Classes, Seminars, Workshops, etc.)

The Office of Superintendent of Public Instruction (OSPI) intends to award a $55,986 sole source contract to Washington Association of School Administrators (WASA) for the period of July 2025, through June 30, 2026.

The purpose of this contract is to assist OSPI’s Teacher and Principal Evaluation Program (TPEP) in implementing professional learning, through a Superintendent Mentor Academy and Early

Career Superintendent Academy, designed to strengthen educator effectiveness throughout the system. Specifically, the Contractor shall provide services to superintendents, as evaluators of school and district leaders, by creating and sustaining mentoring programs that support either the mentor or the mentee. Embedded throughout the Academy will be the role of the superintendent in leading with a focus on equity and culturally responsive practices.

Superintendent Mentor Academy:

Regularly scheduled professional learning meetings for at least fifteen (15) hours over the course of 2025-2026, for superintendents who have agreed to serve as a mentor to incoming superintendents. Session topics for the professional learning are to include: Leadership

Development: Skill Building Related to Educator Evaluation, Skill Building Related to Serving as a Mentor, Building a Strong Culture Supportive of Each Learner, Building Leadership Capacity, Building Cultural Competence, Strategic Planning and Thinking, and Effective Communication

Skills.

Sole Source Notification Superintendent Mentor and Early Career Academies 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 20250760 Page 2 of 6

Early Career Superintendent Academy:

Regularly scheduled professional learning meetings for at least twenty-four (24) hours over the course of 2025-2026, for superintendents in their first year. Session topics for the professional learning are to include: Leadership Development: Skill Building Related to Educator Evaluation, Building Strong Relationships throughout the System, Becoming a Strong Instructional Leader, Building a Strong Culture, Building Cultural Competence, Strategic Planning and Thinking, Communication Skills, and Setting Up Systems that Increase the Likelihood of Success.

Peer Support Sessions:

Regularly scheduled professional learning meetings for up to seven (7) hours over the course of

2025-2026, for superintendents in their second or third year. Session topics for the professional learning will originate from the participants using a consultancy protocol but are anticipated to include change management, leadership development, skill building related to educator evaluation, building strong relationships throughout the system, becoming a strong instructional leader, building a strong culture, building cultural competence, strategic planning and thinking, effective communication skills and setting up systems that increase the likelihood of success.

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 July 3, 2025.

Capability statements must address the following state requirements:

• Knowledge and ability to work with district level administrators and superintendents in evaluation using the AWSP Leadership Framework. This is the legislatively mandated tool for evaluation of principals and assistant principals in Washington state;

• A comprehensive understanding of TPEP and the Washington State 8 criteria;

• Ability to co-lead the Early Career Superintendency Academy in collaboration and relationship with Washington state seated superintendents;

• Ability to design professional learning community sessions centered on probelems of practice facing Washington state superintendents;

• Ability to deisgn a Washington peer coaching model for superintendents.

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

Services, it is OSPI’s intent to make a sole source award of the contract mentioned above to the

Washington Association of School Administrators.

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:

Daniel Safiei

Office of Superintendent of Public Instruction

Email: contracts@k12.wa.us mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20250760 Page 3 of 6

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 f

Attachment 1 – Sole Source Contract Filing Justification

Specific Problem or Need

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

The role of a school superintendent has evolved significantly, reflecting national trends and Washington State's adoption of the Teacher and Principal Evaluation Program

(TPEP). These changes emphasize leadership practices that impact student outcomes and call for professional learning systems aligned with the AWSP Leadership Framework and Washington State's 8 evaluation criteria. New superintendents must rapidly enhance their instructional leadership and district-level decision-making to succeed in increasingly complex environments. Research supports the effectiveness of sustained mentoring programs in supporting new superintendents as they navigate these responsibilities.

Because Washington hires many superintendents from out of state or from districts with vastly different contexts, such as demographics and fiscal realities, these leaders require targeted, high-quality support that addresses their unique onboarding needs.

This contract is intended to improve the ability of new superintendents to evaluate principals and support instructional growth. Through the implementation of the

Superintendent Mentor Academy and Early Career Superintendent Academy, this contract promotes professional development using the AWSP framework and mentorship models embedded in state standards. New superintendents will benefit from this structured support as they work to lead systems of instructional improvement across

Washington's school districts.

Sole Source Criteria

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

WASA is recognized as the statewide organization most deeply embedded in the professional learning and development of superintendents. As the state's principal association for school district leadership, WASA has a long-standing relationship with

Washington's 295 school districts, and serves a membership base of over 1,600 educational leaders, including superintends and assistant superintends, which provides direct access to key district leadership across the state.

OSPI Sole Source Contract 20250760 Page 4 of 6

WASA's infrastructure includes exclusive Listserv communications and up-to-date rosters of the targeted participants. Its capacity to recruit mentors, provide logistical support, and deliver aligned content at scale across the state is unmatched. WASA’s communication channels ensure outreach to all superintendents, and it maintains mentoring models developed and approved under prior DES-authorized sole source contracts. No other organization or vendor has demonstrated the infrastructure, experience, and ongoing readiness to deliver this specific suite of programs.

• 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.

OSPI's internal staffing lacks the capacity to deliver professional mentoring programs at the required scale. Market research included contacting service providers, checking

OMWBE-certified directories, and reviewing professional education associations. No vendor or agency was found to have WASA's depth of reach and infrastructure. WASA also successfully delivered similar programming in the two previous fiscal years, meeting

DES requirements.

• As part of the market research, include a list of statewide contracts review and/or businesses contacted, date of contact, method 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's internal staffing lacks the capacity to deliver professional mentoring programs at the required scale. Market research included contacting service providers, checking

OMWBE-certified directories, and reviewing professional education associations. No vendor or agency was found to have WASA's depth of reach and infrastructure. WASA also successfully delivered similar programming in the two previous fiscal years, meeting

DES requirements.

• Per the Supplier Diversity Policy, DES-090-06: was this purchase included in the agency’s forecasted needs report?

Yes.

• Describe what targeted industry outreach was completed to locate small and/or veteran-owned businesses to meet the agency’s need.

None since WASA is the only entity that has a network of superintendents and assistant superintendents in the State of Washington.

OSPI Sole Source Contract 20250760 Page 5 of 6

• What considerations were given to unbundling the goods and/or services in this contract, which would provide opportunities for Washington small, diverse, and/or veteran-owned businesses. Provide a summary of your agency’s unbundling analysis for this contract.

OSPI determined unbundling is not appropriate for this contract as the work defined in this contract is interconnected. WASA builds upon the mentor/mentee work and the peer coaching work through lessons learned through the Mentor Academy and the Early

Career Superintendent Academy. Problems of practice and PLC work evolve through the sessions and content in the academy curriculum.

• 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).

Contracting with WASA mitigates key risks including knowledge loss, onboarding delays, and content development duplication. WASA has an established statewide communication infrastructure, including a Listserv of over 1,600 superintendents and assistant superintendents. The organization already has the logistical and instructional capacity to implement this work without delay. WASA successfully performed this contract from 2020 to 2025 and is uniquely positioned to deliver services without additional onboarding or re-training. Transitioning to a new vendor would introduce delays and additional costs, particularly for rural and remote districts. Continuing with

WASA ensures consistency and fiscal efficiency for OSPI and contractor staff.

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

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, OSPI will miss an opportunity to enhance our

TPEP program for principal evaluators. Mentoring of new superintendents will provide the induction and supports needed to promote professional development in TPEP and the leadership framework. Creating a robust system of supports for our principals, superintendents and district leadership will enhance the existing professional development program at all levels within the school district.

OSPI Sole Source Contract 20250760 Page 6 of 6

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.

The proposed contract total of $55,986 reflects cost savings of $15,814 compared to the prior year, due to the removal of Pre-conference sessions at WASA/AWSP Summer

Conference, while some hourly rates have increased. Other costs align with previous

WASA contracts and with similar services from AWSP, Framework Leads, and ESDs. Given

WASA's infrastructure and lack of transition costs, this rate is fair and fiscally responsible.

Attachment 2 – Proposed Draft Sole Source Contract

See next page

Page 1 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators (Rev. 09/24)

CONTRACT FOR SERVICES

Contract No. 20250760 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

WASHINGTON ASSOCIATION OF SCHOOL ADMINISTRATORS

DBA WASA

(hereinafter referred to as Contractor) PO Box 14459

Tumwater, WA 98511

Employer Identification #23-7122918 Unified Business Identifier #601-133-982

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

I. DUTIES OF THE CONTRACTOR

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

Contractor shall assist the Teacher and Principal Evaluation Program (TPEP) in implementing professional learning, through a Superintendent Mentor Academy and Early Career Superintendent Academy, designed to strengthen educator effectiveness throughout the system. Specifically, the Contractor shall provide services to superintendents, as educators of school and district leaders, by creating and sustaining mentoring programs that support either the mentor or the mentee. Embedded throughout the Academy will be the role of the superintendent in leading with a focus on equity and culturally responsive practices.

I.B. Scope of Work. 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:

1. Superintendent Mentor Academy:

a. Conduct regularly scheduled professional learning meetings for up to fifteen (15) hours over the course of 2025-2026, for superintendents who have agreed to serve as a mentor to incoming superintendents. Sessions may be held either virtually or in-person, adhering to requirements for meetings set forth by WASA and/or OSPI.

b. Mentors will be recruited based on a set of WASA-developed criteria (desired characteristics and requirements for the role).

c. Session topics for the professional learning are to include leadership development, skill building related to educator evaluation, skill building related to serving as a mentor, building a strong culture supportive of each learner, building

Page 2 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators leadership capacity, building cultural competence, strategic planning and thinking, and effective communication skills.

2. Early Career Superintendent Academy:

a. Conduct regularly scheduled professional learning meetings for up to twenty-four

(24) hours over the course of 2025-2026, for superintendents in their first year.

Sessions may be held either virtually or in person, adhering to requirements for meetings set forth by WASA and/or OSPI.

b. Session topics for professional learning are to include leadership development, skill building related to educator evaluation, building a strong culture supportive of each learner, building leadership capacity, building cultural competence, strategic planning and thinking, effective communication skills and setting up systems that increase the likelihood of success.

3. Facilitated Peer Support Sessions for Year 2-5 Superintendents:

a. Conduct regularly scheduled professional learning meetings for up to seven (7) hours over the course of 2025-2026, for superintendents in their second or third year. Sessions may be held either virtually or in person, adhering to requirements for meetings set forth by WASA and/or OSPI.

b. Session topics for professional learning are to include leadership development, skill building related to educator evaluation, building a strong culture supportive of each learner, building leadership capacity, building cultural competence, strategic planning and thinking, effective communication skills and setting up systems that increase the likelihood of success.

4. Subcontracts as necessary to achieve the objectives set forth in the Contract:

a. Contract with a current, highly successful superintendent to co-facilitate both

Academies with a WASA staff member.

b. Contract with a current, highly successful superintendent to assist in facilitating discussions of racial equity and culturally responsive practices at the Mentor and/or Early Career Superintendents’ Academies.

c. Contract with a keynote speaker at the Incoming Superintendents Conference.

d. Adhere to Section I.D. and Attachment A for Subcontractor Payment Reporting requirements.

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

SCHEDULE OF DELIVERABLES

Deliverable Due Date

Sign-in sheets following each meeting One week following meeting

Mentor Academy presentations and materials One week following meeting

Early Career Superintendent Academy presentations and materials

One week following meeting

Facilitated Peer Support Sessions presentations and materials

One week following meeting

Final Report

1. How was the general objective accomplished?

2. How do participant comments/testimonials from this year’s events influence future events?

June 30, 2026

Page 3 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators

I.D. Subcontracting Compliance. This Contract is subject to compliance tracking using the

State’s business diversity management system, Access Equity (B2Gnow). The Contractor and all Subcontractors shall report and confirm receipt of payments made to the Contractor and each Subcontractor through the Access Equity system, per Subcontractor Payment Reporting requirements within Attachment A – General Terms and Conditions.

• Within fifteen (15) days of contract commencement, the Contractor shall register and enter all required subcontractor information into the Access Equity system.

• Within twenty (20) days of contract commencement, the Contractor shall complete the required user training.

• Within thirty (30) days of payment from OSPI to the Contractor, the Contractor shall report the amount and date of all payments (i) received from the Superintendent, and

(ii) paid to Subcontractors.

• As such, OSPI hereby acknowledges Contractor will utilize the following subcontractor(s). Any additional subcontractors/substitutions of subcontractors shall be submitted to the OSPI Contract Manager in writing before performing any duties related to this Contract.

o Damien Pattenaude, Renton School District o Brian Talbott, East Valley (Spokane) School District o Michelle Whitney, Pasco School District o Michelle Kuss-Cybula, Oak Harbor School District o Nik Bergman, Quincy School District

II. PERIOD 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 fifteenth (15th) 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:

July 7, 2025, date of approval by DES, or date of execution, whichever is later, through June 30, 2026.

III. INVOICING & PAYMENT

III.A.1. Compensation Amount. In consideration of Contractor’s satisfactory performance of the duties set forth herein, Superintendent shall compensate Contractor in an amount not to exceed a total of fifty-five thousand, nine hundred eighty-six dollars ($55,986) as noted below in part B, Schedule of Payments. 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.

https://omwbe.diversitycompliance.com/

Page 4 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators

III.A.2. Funding Source. Funds for the payment of this Contract are provided by state dollars.

III.A.3. 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.

III.B.1. Billing Procedure. Payment shall be made to the Contractor as follows:

Contractor shall submit invoices to the OSPI Contract Manager Periodically (not more often than monthly) in accordance with the Schedule of Payments set forth below:

SCHEDULE OF PAYMENTS

Activity Activity Details Budget

Mentor Academy Up to fifteen (15) hours for superintendents who have agreed to serve as a mentor to incoming superintendents

$941 per hour Up to $14,115

Early Career Superintendent Academy

Up to twenty-four (24) hours for superintendents in their first year.

$941 per hour Up to $22,584

Facilitated Peer Support Sessions

Up to seven (7) hours for superintendents in their second and third years

$941 per hour Up to $6,587

Incoming Superintendent Conference: Meeting Space and Meals

Meeting space and meal during the, July 21-22, 2025, Incoming Superintendent Conference at Marriott, Tacoma, WA

$6,200

Incoming Superintendent Conference: Speaker

Speaker fee during the Incoming Superintendent Conference on July 22, 2025

$3,500

Incoming Superintendent Closing Conference:

Meeting Space and Meals

Meeting space and meals during the May 4, 2026, Incoming Superintendent Closing Conference at Campbell’s Lodge, Chelan, WA

$3,000

III.B.2. Invoice Requirements. The invoice(s) shall 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.

The invoice(s) must be emailed to the OSPI Contract Manager and shall include:

• OSPI Contract number

• Contractor name, address, telephone number, and email address for billing issues if someone other than the Contractor’s Contract Manager

• Contractor’s Federal Tax Identification Number

• Contractor’s Statewide Vendor Number

• Description of Services and Deliverables provided

• Date(s) of Service, if applicable

• Invoice amount for each Service or Deliverable, including applicable taxes

Page 5 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. OSPI shall have no obligation to pay Contractor for any services that do not comply with this Contract.

III.B.3. 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.

III.B.4. Final payment shall be made after acceptance by the OSPI Contract Manager if received by within sixty (60) days after the Contract expiration date, unless negotiated with the OSPI Contract Manager and the Fiscal Budget Analyst. There will be no obligation to pay any claims that are submitted sixty-one (61) or more calendar days after the expiration date (“Belated Claims”). Belated Claims will be paid at OSPI’s sole discretion, and any such potential payment is contingent upon the availability of funds.

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.

Washington Association of School Administrators

OSPI

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.

Intentionally left blank Intentionally left blank mailto:kfry@wasa-oly.org mailto:ann.gray@k12.wa.us

Page 6 of 6 Contract 2025760 between OSPI and Washington Association of School Administrators

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.

Washington Assocaition of School Administrators

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 20250760 Attachment A – General Terms and Conditions between OSPI and

Washington Association of School Administrators 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 20250760 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 20250760 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/

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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.

https://nam02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fcreativecommons.org%2Flicenses%2Fby-nc%2F4.0%2F&data=04%7C01%7CKyla.Moore%40k12.wa.us%7Cbf2159e520514b9ffd8208da03aeaeb3%7Cb2fe5ccf10a546feae45a0267412af7a%7C0%7C0%7C637826346034509735%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=%2BiJpbpB9W5%2FYSTNRO132H9HXSjzPhtDA6mAmiZxaBBs%3D&reserved=0 https://nam02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fcreativecommons.org%2Flicenses%2Fby-nc-sa%2F4.0%2F&data=04%7C01%7CKyla.Moore%40k12.wa.us%7Cbf2159e520514b9ffd8208da03aeaeb3%7Cb2fe5ccf10a546feae45a0267412af7a%7C0%7C0%7C637826346034509735%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=Fyv58iV67VZxxN2u5s3J12fK%2F%2FSNz6ycUAOcfnQflqE%3D&reserved=0 https://nam02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fcreativecommons.org%2Flicenses%2Fby-nc-sa%2F4.0%2F&data=04%7C01%7CKyla.Moore%40k12.wa.us%7Cbf2159e520514b9ffd8208da03aeaeb3%7Cb2fe5ccf10a546feae45a0267412af7a%7C0%7C0%7C637826346034509735%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=Fyv58iV67VZxxN2u5s3J12fK%2F%2FSNz6ycUAOcfnQflqE%3D&reserved=0

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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…