Sole_Source_Notification_20250768_FINAL.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: Advisory

Services, Educational; 924-16: Course Development Services, Instructional/Training; 924-18:

Educational Services, Alternative; 924-19: Educational Research Services; 924-25: For Credit

Classes, Seminars, Workshops, etc.; 924-35: In-Service Training (For Employees); 924-64:

Partnering Workshop Facilitation Services; 924-71: School Operation and Management Services;

924-76: Student Activities Services; 924-78: Teaching and Instruction Services (Including

Elementary and Secondary Education, Higher Education and Adult Education)

The Office of Superintendent of Public Instruction (OSPI) intends to award a $946,550 sole source contract to Washington School Principals’ Education Foundation DBA Association of

Washington School Principals (AWSP) for the period of August 1, 2025, through June 30, 2027.

The purpose of this contract is to administer the Leadership Internship Program for superintendents, principals, and program administrators.

Specifically, AWSP will:

• Develop Leadership Internship Program application materials and program materials;

• Develop and keep current the Intern Program database;

• Process Leadership Internship Program applications and facilitate the candidate selection process; and

• Collaborate/partner with other organizations and advisory committees such as the

Association of Washington School Principals, Washington Council of Educational

Administration Programs, Washington Association of School Administrators, and school districts to define required training/workshops/conference activities.

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 31, 2025.

Sole Source Notification

Leadership Internship Grant Program 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 20250768 Page 2 of 6

Capability statements must address the following state requirements:

• Experience working in collaboration with institutions of higher education who design the educational leadership programs across our state. This collaboration is essential and guides the Leadership Internship Advisory.

• Established relationships with school districts across the state of Washington to ensure quality mentors/supervisors for the interns who are accepted into the program.

• Capacity to provide an Aspiring School Leaders Network comprised of content and curriculum specific to leadership development in Washington state.

• Established database of experienced and skilled leaders to serve as intern mentors/supervisors across the state.

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

Washington School Principals’ Education Foundation DBA Association of Washington School

Principals.

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?

In the 1993 Regular Session, via House Bill 1104, the Legislature recognized "Critical to successful restructuring at the building level is strong principal leadership... As the education system learns more about restructuring, the leadership role for principals is changing. Throughout this decade and beyond, a principal must be skilled in new and different ways, including consensus building and conflict resolution. Principal leadership for positive transitional change will require training and increased opportunities for preservice testing of skills." As a result of this legislation, the Washington state principal internship support program was created. Decades later, this work is still recognized as ongoing, necessary, and important, and is funded via Engrossed Substitute Senate Bill

(ESSB) 5187.

mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20250768 Page 3 of 6

Sole Source Criteria

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

Founded in 1972, AWSP has been a leading voice in education for decades, representing principals, assistant principals, and principal interns. AWSP supports principals just entering the profession and those who are seasoned administrators through their established intern membership program which helps new administrators develop skills in core areas ranging from crisis planning and curriculum development to communication with parents, students and staff. Intern members are provided with the same access to workshops, conferences and publications that are available to practicing principals. AWSP has been involved with this grant program since its inception and co-developed the program’s application, selection, notification, and monitoring processes with OSPI and the college/university training institutions. Therefore, AWSP is the most knowledgeable about this program and its goals and the process involved.

• 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.

The agency has determined that no businesses other than the prospective contractor can perform the contract for the following reasons:

The Leadership Internship Program requires extensive application, selection, notification, and monitoring processes, and AWSP has the capacity in place to implement these operations since they have been involved with this program since its inception in 1993.

AWSP has established partnerships with college/university training institutions who recognize the need to cooperate and support these efforts in the preparation of principals. AWSP co-developed the program’s application, selection, notification, and monitoring processes with OSPI and the college/university training institutions.

The agency considered whether this work could be conducted with existing OSPI staff or by a partnering Educational Service District. Neither OSPI nor partnering ESDS have the network of experienced principals and the relationships with principal preparation programs necessary to fully and effectively implement the required program elements.

In order to fulfill the requirements of the program, OSPI’s Educator Effectiveness Office would have to hire additional staff, as all positions are currently at maximum capacity – even still, the agency would not possess access to the network of experienced principals that AWSP has, or have relationships with recognized principal preparation programs.

OSPI Sole Source Contract 20250768 Page 4 of 6

• 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 determined that no statewide contracts are available to complete the tasks associated with the Leadership Internship Grant Program. All active statewide contracts that had anything to do with internship work, principal work, mentorship work were searched, but yielded no results.

• 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.

OSPI searched the OMWBE’s Certified Business Directory, but determined that no business that could complete the tasks associated with the Leadership Internship Grant

Program. It is imperative that the program be implemented cohesively, and unbundling this program to distribute pieces to small businesses was determined not to be a viable option.

• 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.

Due to AWSP’s extensive and unique history implementing this program, and their access to existing principal membership lists, unbundling this program to distribute pieces to small businesses was not considered as a viable option that would result in successful implementation of the legislative requirements. Specifically, OSPI’s unbundling analysis reflects that unbundling is unlikely due to geographic area, size and complexity of the services, and timing of the services.

• 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).

Risks will be mitigated because AWSP has been involved with this program since its inception and has established partnerships with college/university training institutions who recognize the need to cooperate and support these efforts in the preparation of principals. The program requires extensive application, selection, notification, and monitoring processes, which AWSP already has the capacity in place to implement. The risk and cost associated with another entity cultivating this program from the ground-up would be substantial and time-consuming.

OSPI Sole Source Contract 20250768 Page 5 of 6

• 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.

This contract provides and supports OSPI's charge to provide quality education to

Washington students. The impact of not approving this sole source contract would directly affect Washington educators' and educational leaders' ability to support our state's students. Without this contact the educational infrastructure that prepares highly qualified principal candidates would be limited and detrimental to our schools and their students by not training and providing access to qualified leaders. Additionally, OSPI would be out of compliance with the legislative mandate to provide the leadership internship program for superintendents, principals, and program administrators.

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 Legislature allocated $477,000 in Fiscal Year 2026, and $477,000 in Fiscal Year 2027, through ESSB 5167 solely for implementation of the leadership internship program for superintendents, principals, and program administrators. Less an agency administrative fee, costs are based on actual expenses, substitute cost reimbursement for release of administrator candidates from their teaching positions to engage in this work, and minimal overhead. Districts are reimbursed up to 21.5 days of release time at current daily substitute rates as set by the state. Because this is part of the important services that the Contractor provides to its membership, the cost is considerably lower than if we were to seek another organization who would have to build the principal membership infrastructure and design and develop a principal internship.

OSPI Sole Source Contract 20250768 Page 6 of 6

Attachment 2 – Proposed Draft Sole Source Contract

See next page

Page 1 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation DBA Association of Washington School Principals (Rev. 09/24)

CONTRACT FOR SERVICES

Contract No. 20250768 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 SCHOOL PRINCIPALS EDUCATION FOUNDATION

DBA ASSOCIATION OF WASHINGTON SCHOOL PRINCIPALS

(hereinafter referred to as Contractor) 1021 8th Avenue SE Olympia, WA 98501

Employer Identification #91-1153112

Unified Business Identifier #601-355-407

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 administer the Leadership Internship Program for superintendents, principals, and program administrators.

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:

a. Develop Leadership Internship Program application materials and program materials

(under the Superintendent’s direction and agency letterhead).

b. Develop and keep current the Intern Program database, which includes information such as the participant’s name, address, school, district, grade level, region, gender, program completion date, training participation, placement, etc.

c. Process Leadership Internship Program applications, prepare preliminary data for advisory committee, select and secure meeting sites, and organize and facilitate the candidate selection process.

d. Prepare and distribute acceptance and rejection notices to applicants.

e. Provide the Contract Manager with a breakdown of the applicants upon request.

Breakdown shall include information such as the number of applications received, the number funded, etc.

Page 2 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

(Rev. 09/24)

f. Collaborate/partner with other organizations and advisory committees such as the

Washington Council of Educational Administration Programs, Washington Association of School Administrators, and school districts to define required training/workshops/conference activities.

g. Organize, implement, and notify participants of the training activities.

h. Provide information to the Contract Manager regarding trainings, workshops, and conference activities upon request.

i. Develop and conduct workshops for program participants.

i. Provide access to program participants for the “Aspiring School Leaders Network“

1. Stage 1 topics will include: becoming a racially literate school leader, attending the first professional learning network for leaders, creating and developing an action plan for your internship, and goal setting for a successful internship.

2. Stage 2 topics will include: matching activities with leadership and job responsibilities, applying an equity lens during your internship, FERPA and confidentiality, ASB/Booster Club/PTA’s, maintaining a positive internship.

3. Stage 3 topics will include: elevating student voice, engaging students in systemic change, conducting equity audits for systemic change, and courageous conversations.

4. Stage 4 topics will include: job search preparation, “I got an interview!

Now what?”, leading conversations around race and equity, school-wide inclusive practices, defining my leadership impact.

5. Inclusive of all operational and logistical expenses including venues, food, A/V, communications, marketing printing, clock hours, office supplies, and instructional materials.

6. Expand the “Aspiring School Leaders Network” to include affinity groups and a virtual PLC where interns can engage about their problem of practice.

j. Organize and maintain all data related to principal interns, including demographic data, level in which internship shall be completed, and job placement data at end of internship year.

k. Communicate regularly with interns on professional issues, meetings, in-service, publications, and other training opportunities.

l. Recommend adjustments to The Washington State Educational Leadership Intern Program Grants when needed.

m. Other duties as mutually agreed upon between Contractor and Superintendent.

Page 3 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

(Rev. 09/24)

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

Deliverable Due Date

YEAR 1

1. First Advisory Committee Meeting including agenda/meeting notes and attendance list

December 30, 2025

2. Second Advisory Committee Meeting including agenda/meeting notes and attendance list

June 30, 2026

3. Application Screening/Support Summary including list of total applicants, scoring rubrics, and final award list

June 30, 2026

4. Stage One Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

December 30, 2025

5. Stage Two Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

December 30, 2025

6. Stage Three Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

June 30, 2026

7. Stage Four Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

June 30, 2026

8. Intern Stipend Reports including list of recipients, associated districts, and award amounts

December 30, 2025 June 30, 2026

9. Report on Year 1 activities June 30, 2026

YEAR 2

10. First Advisory Committee Meeting including agenda/meeting notes and attendance list

December 30, 2026

11. Second Advisory Committee Meeting including agenda/meeting notes and attendance list

June 30, 2027

12. Application Screening/Support Summary including list of total applicants, scoring rubrics, and final award list

June 30, 2027

13. Stage One Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

December 30, 2026

14. Stage Two Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

December 30, 2026

15. Stage Three Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

June 30, 2027

16. Stage Four Aspiring Leaders Professional Learning including agenda/meeting notes and attendance list

June 30, 2027

17. Intern Stipend Reports including list of recipients, associated districts, and award amounts

December 30, 2026 June 30, 2027

18. Report on Year 2 activities June 30, 2027

Page 4 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

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:

August 1, 2025, date of approval by DES, or date of execution, whichever is later, through June 30, 2027.

Year 1: August 1, 2025, date of execution, whichever is later, through June 30, 2026.

Year 2: July 1, 2026, through June 30, 2027.

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 nine hundred, thirty-nine thousand dollars ($939,000) as noted below in part B, Schedule of Payments. Payment for satisfactory performance shall not exceed this amount, and the annual amounts identified below, 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.

The maximum consideration for Year 1 is four hundred, sixty-nine thousand five hundred dollars ($469,500).

The maximum consideration for Year 2 is four hundred, sixty-nine thousand five hundred dollars ($469,500).

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.

Page 5 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

(Rev. 09/24)

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: Year 1

Payment Amount

1. First Advisory Committee Meeting *Agenda/meeting notes *Attendance list

December 30, $2,000

2. Second Advisory Committee Meeting *Agenda/meeting notes *Attendance list

June 30, 2026 $2,000

3. Application Screening/Support *List of total applicants *Scoring rubrics *Ability to login and view application *Final award list

June 30, 2026 $20,000

4. Aspiring Leaders Professional Learning:

Stage one of training *Agenda/materials *Attendance list

December 30, $11,700

5. Stage two of training *Agenda/materials *Attendance list

December 30, $11,700

6. Stage three of training *Agenda/materials *Attendance list

June 30, 2026 $11,700

7. Stage four of training *Agenda/materials *Attendance list

June 30, 2026 $11,700

8. Virtual PLC *Agenda/materials *Attendance list

June 30, 2026 $3,525

9. Intern Stipends *List of recipient/associated districts *Award amounts

December 30, 2025 and June 30, 2026

Up to $395,175 total

Year 1 Total Up to $469,500

Page 6 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

Schedule of Payments: Year 2

Payment Amount

1. First Advisory Committee Meeting *Agenda/meeting notes *Attendance list

December 30, $2,000

2. Second Advisory Committee Meeting *Agenda/meeting notes *Attendance list

June 30, 2027 $2,000

3. Application Screening/Support *List of total applicants *Scoring rubrics *Ability to login and view application *Final award list

June 30, 2027 $20,000

4. Aspiring Leaders Professional Learning:

Stage one of training *Agenda/materials *Attendance list

December 30, $11,700

5. Stage two of training *Agenda/materials *Attendance list

December 30, $11,700

6. Stage three of training *Agenda/materials *Attendance list

June 30, 2027 $11,700

7. Stage four of training *Agenda/materials *Attendance list

June 30, 2027 $11,700

8. Virtual PLC *Agenda/materials *Attendance list

June 30, 2027 $3,525

9. Intern Stipends *List of recipient/associated districts *Award amounts

December 30, 2026 and June 30, 2027

Up to $395,175 total

Year 2 Total Up to $469,500

III.B.2. Invoice Requirements. The invoices 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 invoices 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

Page 7 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

(Rev. 09/24)

• Date(s) of Service, if applicable

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

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. Errors. 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. 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.

WSPEF 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:macy@awsp.org mailto:ann.gray@k12.wa.us

Page 8 of 8 Contract 20250768between OSPI and Washington School Principals Education Foundation

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 School Principals Education Foundation

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 20250678 Attachment A – General Terms and Conditions between OSPI and Washington School Principals Education Foundation DBA Association of Washington School Principals 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 20250678 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 20250678 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.