Sole_Source_Notification_20250792.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: 924-16: Course

Development Services, Instructional/Training; 924-35: In-Service Training (For Employees); 924-

40: Instructor-led, Classroom Training (Technical); 924-41: Instructor-led, Classroom Training

(Non-Technical); 924-77: Teacher Certification Services; 924-78: Teaching and Instruction Services

(Including Elementary and Secondary Education, Higher Education and Adult Education).

The proposed Contractor is also registered in the following commodity codes, but they have intentionally omitted from the WEBS posting because they are outside the scope of this particular contract: 715-89: Textbooks, Early Childhood; 785-44: Displays, Educational: Kits, Models, Plaques, etc.; 785-53: Educational Games and Toys, All Types Incl. Assembly Kits; 924-80: Tutoring.

The Office of Superintendent of Public Instruction (OSPI) intends to award a $3,690,910 sole source contract to UTJ Holdco, Inc. DBA Teaching Strategies, LLC for the period of July 2025, through June 30, 2028.

The purpose of this contract is to gain access to the assessment tool SmartTeach® GOLD®

(hereinafter referred to as GOLD®), which Washington teachers use to document the levels of kindergarteners’ skills when entering school.

The Contractor will also provide technical assistance to regional Washington WaKIDS

Coordinators, OSPI staff, and/or other participants so they are able to support Washington teachers and school administrators related to the assessment tool.

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 21, 2025.

Capability statements must address the following state requirements:

Sole Source Notification

WaKIDS Teaching Strategies Gold® https://ospi.k12.wa.us/about-ospi/contracting-ospi/sole-source-contracts https://ospi.k12.wa.us/about-ospi/contracting-ospi/sole-source-contracts https://fortress.wa.gov/ga/webs/ https://fortress.wa.gov/ga/webs/

OSPI Sole Source Contract 20250792 Page 2 of 7

• Ability to provide state-wide instrument for measuring kindergarten readiness, using the Teaching Strategies GOLD® platform.

• Ability to provide technical assistance to OSPI staff and regional Educational Service

District WaKIDS Coordinators regarding use of the platform.

• Ability to provide implementation support for teachers statewide using the assessment tool.

• Ability to process student-level data from the Teaching Strategies GOLD® platform.

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 UTJ

Holdco, Inc. DBA Teaching Strategies, LLC.

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?

Beginning in the 2007-08 school year, RCW 28A.150.315 allocated funding for all-day kindergarten programs within Washington schools. Beginning with the 2011-12 school year on a voluntary basis, schools were required to identify the skills, knowledge, and characteristics of kindergarten students at the beginning of the school year in order to support social-emotional, physical, and cognitive growth and development of individual children; support early learning provider and parent involvement; and inform instruction.

To do this, kindergarten teachers administered the Washington kindergarten inventory of developing skills (WaKIDS). The program evolved beginning in the 2012-13 school year, under the direction of RCW 28A.655.080 to require participating schools to administer the Washington kindergarten inventory of developing skills at the beginning of the school year to all students enrolled in state-funded full-day kindergarten programs under RCW 28A.150.315, with the exceptions.

mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20250792 Page 3 of 7

In 2023, RCW 28A.300.072 defined and clarified the program as the “Transition to kindergarten program,” with the goal of assisting eligible children in need of additional preparation to be successful kindergarten students in the following school year.

RCW 28A.300.072 (3)(b) requires that the Washington kindergarten inventory of developing skills as established by RCW 28A.655.080 be administered to all eligible children enrolled in a transition to kindergarten program at the beginning of the child's enrollment in the program and at least one more time during the school year.

As required by RCW 28A.150.315, kindergarten teachers must implement an assessment/inventory of developing skills. This is an observational-based assessment that requires teachers to observe children in action in six areas of development and learning. Previously, teachers were embedding this into daily instruction with one-time training required, and the assessments were being conducted with minimal guidance.

Teachers expressed discontent with having to manage aligning the assessment to their curriculum, embedding into their set schedules, and creating developmentally appropriate, child-centered choice time amongst their other curricular and district requirements.

Sole Source Criteria

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

In 2011, after a competitive process and subsequent pilot phase, OSPI selected Teaching

Strategies’ GOLD® as the assessment tool to be used in Washington for the whole-child assessment. The whole-child assessment helps kindergarten teachers learn about the skills and strengths of the children in their classrooms so they can meet the needs of each child. The tool helps teachers take an inventory of each child's developing skills in six areas including social-emotional, physical, cognitive, language, literacy, and mathematics. Teaching Strategies' comprehensive assessment solutions for early childhood education programs are based on the latest research, are proven valid and reliable, and are fully aligned with the Common Core State Standards (adopted by

Washington in 2010), state early learning guidelines, and The Head Start Child

Development and Early Learning Framework.

Teaching Strategies has been an advocate for the early education community for more than 30 years. Grounded in 38 research-based objectives for development and learning, GOLD® supports effective teaching and assessment, while allowing teachers to spend more time with children. Accessed through MyTeachingStrategies™, GOLD® automatically links teaching and assessment, making it easier to connect the dots across the most important aspects of high-quality early childhood education.

OSPI Sole Source Contract 20250792 Page 4 of 7

Since 2011, OSPI has contracted with Teaching Strategies to gain access to the tool and resources. As a result, OSPI has trained more than 12,787 teachers since 2011. As part of this work, Washington adopted the upgraded version of GOLD® with developmental continuum from birth through 3rd grade for mandatory use in state-funded full-day kindergarten classrooms, which school districts use to support all kindergarten students' growth with updated reports and functionality.

• 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.

In 2011, OSPI issued an RFP that stipulated we would pilot multiple assessment tools, then choose one that we would enter into a long-term contract with. Eleven vendors responded to the solicitation, and after review of preliminary submittals of prospective instruments, the pool of qualified vendors was reduced three. (Two of the three vendors opted into the pilot phase; the third withdrew.) After the pilot phase, based on feedback from teachers regarding the functionality of the instruments, and feedback from others affiliated with the students (parents, teachers, etc.) regarding the ease and completeness of the testing processes, OSPI selected Teaching Strategies’ GOLD® as the assessment tool to be used in Washington for the whole-child assessment. Since then, over 8,000 teachers have been trained to use this tool. Based on the state’s long-term relationship with Teaching Strategies, the impact on school districts and teachers who have already been trained, and our partnership with the Department of Children, Youth, and Families, and due to the fact that Teaching Strategies' GOLD® is a registered trademark, continuing this work with Teaching Strategies is the most appropriate method.

• 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.

No outreach or market research was conducted because Teaching Strategies' GOLD® is a registered trademark and cannot be sold or utilized by another entity.

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

Yes.

https://ospi.k12.wa.us/sites/default/files/2024-09/_agencyforecastingreport_ospi_web_verzion_0.xlsx

OSPI Sole Source Contract 20250792 Page 5 of 7

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

No outreach was conducted to locate Washington small, and/or veteran-owned businesses because Teaching Strategies' GOLD® is a registered trademark and cannot be sold or utilized by another entity.

• 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.

No outreach was conducted to locate Washington small, diverse, and/or veteran-owned businesses because Teaching Strategies' GOLD® is a registered trademark and cannot be sold or utilized by another entity. Additionally, unbundling the goods and services would be impractical because it is vital that one vendor provides 1) access to the tool, 2) technical assistance and training related to the tool, and 3) continued implementation and support of the tool.

• 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).

OSPI has invested over 14 years of work in our partnership with Teaching Strategies to get access to a customized tool that has been used to train 12,787 teachers. Since its inception in 2011, OSPI has invested over $8.1M in this project, so continuing with this contractor is vital. The impact on OSPI and school districts, the learning curve, timeline, and cost for a new contractor to create and maintain, and provide training on, a similar would be substantial and far-reaching. Therefore, OSPI concluded that Teaching

Strategies is the least risky and costly choice.

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

Yes. Teaching Strategies' GOLD® is a registered trademark, certified for use in the field of early childhood education, by the United States Patent and Trademark Office. OSPI has negotiated permission to use GOLD® and quote proprietary information in open-source licensed products published by OSPI. OSPI has invested significant time and resources to move the WaKIDS trainings to an online learning management system and to update and republish these documents.

• 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.

OSPI Sole Source Contract 20250792 Page 6 of 7

• 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.

OSPI has partnered with Teaching Strategies since 2011 to customize and utilize GOLD® for WaKIDS to meet specific needs of the field and the overall state program for establishing a measure of kindergarten readiness.

If this contract is not approved, OSPI would be forced to re-procure an assessment tool and re-train more than 9,700 active GOLD users to use a different online assessment tool and rewrite products that were developed over the past 14 years. This would be extremely costly (not all of which would be quantified in dollars and cents) for OSPI and districts that have invested significant time and money to train their staff with financial and staffing barriers. Moving away from Teaching Strategies' platform would require establishing a new state-wide instrument for measuring kindergarten readiness that would involve wholesale training of educators, incorporation of new instrument technology, and processing of resulting student-level data.

Furthermore, the longitudinal data collected over this time, which has been incorporated into numerous outcomes measures, including Results Washington, would be rendered moot. This assessment tool is also being used in concert with the Department of

Children, Youth, and Families (DCYF), whose Director has established a school-readiness goal based on the data collected. OSPI and DCYF would be limited in their research and collaboration to support a learning continuum for children from birth through third grade to address the opportunity gap. Changing the tool will impact both sectors.

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.

OSPI and the Contractor held multiple conversations with respect to services, new program designs, and state-specific enhancements supporting deliverables. All elements contributed to the eventual pricing of the new contract. Taking into account the additional enhancements and services, adjusted for inflation, contribute to the per student rate. When compared to other assessments for the state (Smarter Balanced and

WIDA, for example), the contract costs were deemed fair and reasonable. By comparison, the last contract for these services was valued at $3,854,365, while this one is $3,690,910.

The basis of pricing for this contract based on a per student/per service rate. Access to

GOLD® will be at a per student rate of $13.45 (a $1.10 increase from the previous contract period), which includes archival of student results at no additional cost. This

OSPI Sole Source Contract 20250792 Page 7 of 7 accounts for 78,495 students per year. Delivery of professional development sessions to newly assigned and returning regional coordinators will be at a rate of $3,575. Access to technical support for newly assigned and returning regional WaKIDS Coordinators and

OSPI staff is based on a rate of $1,595. Sales tax account for the remaining cost.

Attachment 2 – Proposed Draft Sole Source Contract

See next page

Page 1 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC (Rev. 09/24)

CONTRACT FOR SERVICES

Contract No. 20250792 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

UTJ HOLDCO, INC.

DBA TEACHING STRATEGIES, LLC

(hereinafter referred to as Contractor) 80 M Street, SE, Suite 1010

Washington, DC 20003

Employer Identification #37-1660007 Unified Business Identifier #603-029-792

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 objectives of this Contract are as follows:

1. Provide access to the assessment tool SmartTeach® GOLD® (hereinafter referred to as GOLD®), which teachers use to document the levels of kindergarteners’ skills when entering school.

2. Provide technical assistance to regional Washington WaKIDS Coordinators, OSPI staff, and/or other participants as determined and mutually agreed to, so they are able to support Washington teachers and school administrators related to the assessment tool.

3. Provide implementation support for Washington teachers and school administrators using the assessment tool.

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

1. Delivery of SmartTeach® GOLD® for all eligible kindergarten students with Privacy Policy in Attachment E.

Technical Support and Implementation Support throughout the year shall be included in the portfolio costs documented in Attachment B – Budget.

The archival of students’ results shall be included at no additional cost.

Page 2 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

Annual projected student counts for the Contract period and associated costs are documented in Attachment B – Budget. This represents the Guaranteed Annual Cost that OSPI is responsible to pay.

2. Delivery of technical assistance (TA) sessions.

a. Contractor shall provide TA sessions to newly assigned and returning regional

WaKIDS Coordinators, OSPI staff, and/or other participants as determined and mutually agreed to.

b. Annual reconciliation of event(s) counts will result, through amendment to the Contract, in appropriate adjustment to payment.

c. The TA sessions for regional WaKIDS Coordinators shall be provided pursuant Attachment D – Technical Assistance Services Terms and Conditions.

d. Costs for TA sessions for newly assigned and returning regional WaKIDS Coordinators and OSPI staff are documented in Attachment B – Budget.

3. Delivery of technical, implementation, and upload support to district and school personnel throughout the Contract period.

a. Costs for these services are included in the GOLD® portfolio cost.

b. Provide a dedicated technical support telephone number and email address for user access to address any issues with system implementation throughout the year on business days from 8 a.m. – 5 p.m. Pacific Time. For those inquiries outside the bounds of Contractor purview to address, Superintendent will be engaged to generate a response or to collaborate in creation and communication of a response.

c. Implementation support including an annual review of the WaKIDS 101 Canvas module materials and coordination of data-related tasks through mutually agreed upon decisions and revisited each year of the Contract.

d. Student upload support provided through the WaKIDS custom import template and through a dedicated technical support telephone number and email address to address any upload issues throughout the year on business days from 8 a.m. – 5 p.m. Pacific Time.

e. Contractor agrees to allow school districts desiring to license GOLD® products or services for children in grades other than kindergarten to enter into subscription agreements with Contractor at the same subscription rates as provided herein.

Contractor further agrees to arrange terms of compensation directly with such school districts and exclude interaction with the Superintendent. The Superintendent shall have no right to access student data pursuant to such licenses not included in the WaKIDS license.

Page 3 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

4. Contractor grants OSPI permission for use of specific works, for the purposes of training and reporting assessment results, as agreed to the terms and conditions set forth in Attachment F – Permissions for Use of Works.

a. The parties acknowledge that the OSPI will utilize the Contractor’s proprietary intellectual assets in the performance of services hereunder. In addition, the Contractor hereby grants permission for OSPI to use specific content contained within GOLD® and the training materials provided for state trainings for use by OSPI staff and regional WaKIDS Coordinators through the grant of rights contained in Attachment F – Permissions for Use of Works. Nothing contained herein shall grant to the Superintendent or OSPI any right to copy, reproduce, distribute, or create derivative works of Contractor’s content unless the Contractor provides specific written permission per Attachment F – Permissions for Use of Works.

5. Contractor shall provide Accreditation Program for Trainers, Introduction to Creative Curriculum, Year 3 Renewal Certification to designated WaKIDS Coordinators at no cost.

6. OSPI may opt to purchase supplemental Teaching Strategies. Any such purchases shall be at the discretion of OSPI, and mutually agreed upon prior to implementation.

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

1. GOLD standard portfolios – Year 1 Within seven (7) business days of the date of execution

2. GOLD standard portfolios – Year 2 Within seven (7) business days of the start of the Fiscal Year

3. GOLD standard portfolios – Year 3 Within seven (7) business days of the start of the Fiscal Year

4. Virtual Technical Assistance As needed, throughout the contract term

5. Accreditation Program for Trainers (APT) 06/30/2026

6. Supplemental Teaching Strategies solutions to deepen the WaKIDS implementation

06/30/2028

Page 4 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

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 22, 2025, date of approval by DES, or date of execution, whichever is later, through June 30, 2028.

Contract/Fiscal Year 1: July 22, 2025, or date of execution, whichever is later, through June 30, 2026.

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

Contract/Fiscal Year 3: July 1, 2027, through June 30, 2028.

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 three million, six hundred ninety thousand, nine hundred ten dollars and three cents ($3,690,910.03). 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.

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 invoice OSPI for Contract Year 1 within seven (7) business days of the beginning of the Fiscal Year or date of execution, whichever is later, on an allocation of 77,995 portfolios. This represents the Guaranteed Annual Cost that OSPI is responsible to pay. Contractor may invoice for any additional portfolios above the initial allotment (77,995 portfolios) monthly, up to a maximum of 78,495 portfolios in Contract Year 1.

Annual projected student counts for the Contract period and associated costs are documented in Attachment B – Budget.

Page 5 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

Contractor shall invoice OSPI for Contract Year 2 within seven (7) business days of the beginning of the Fiscal Year, on an allocation of 79,013 portfolios. This represents the Guaranteed Annual Cost that OSPI is responsible to pay. Contractor may invoice for any additional portfolios above the initial allotment (79,013 portfolios) monthly, up to a maximum of 79,513 portfolios in Contract Year 2. Annual projected student counts for the Contract period and associated costs are documented in Attachment B – Budget.

Following completion of Technical Assistance sessions, Contractor shall invoice OSPI for associated costs, per Attachment B – Budget, as well as Attachment D – Technical Assistance Services Terms and Conditions. However, such invoices shall not occur more often than monthly. T

If applicable, Contractor shall invoice for additionally purchased and agreed upon supplemental Teaching Strategies solutions, up to an amount not to exceed the difference between the Min Unit quantity and the Max Unit quantity specified in Attachment B – Budget.

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. OSPI acknowledges that if Contractor does not receive payment in full within forty-five (45) calendar days of the Contract Manager receiving and approving the invoice, Contractor will have the right to suspend access to the subscription services until such time payment is received.

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

• 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.

Page 6 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

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.

Contractor 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

• Attachment B – Budget

• Attachment C – Subscription Services Terms and Conditions

• Attachment D – Technical Assistance Services Terms and Conditions

• Attachment E – Privacy Policy

• Attachment F – Permissions for Use of Works

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

Intentionally left blank Intentionally left blank

Page 7 of 7 Contract 20250792 between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC

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.

UTJ Holdco, Inc.

DBA Teaching Strategies, LLC

Superintendent of Public Instruction State of Washington

Signature Kyla L. Moore, Contracts Administrator

Printed Name Date

Title

Date

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

Approved as to FORM ONLY by the Assistant Attorney General

Page 1 of 13 Contract 20250792 Attachment A – General Terms and Conditions between OSPI and UTJ Holdco, Inc. DBA Teaching Strategies, LLC FORM SPI D-283 (Rev. 11/21)

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 13 Contract 20250792 Attachment A – General Terms and Conditions between OSPI and

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.

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

Page 3 of 13 Contract 20250792 Attachment A – General Terms and Conditions between OSPI and 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.

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 pre-existing materials to the Superintendent for use during the term of the Contract. Unless otherwise allowed under the terms of this Contract, Superintendent may not, and may not allow others to, translate, reproduce, distribute, prepare derivative works, publicly perform, or publicly display Contractor’s pre-existing materials except for any rights granted under Attachment F:

Permissions.

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

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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.

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

Page 5 of 13 Contract 20250792 Attachment A – General Terms and Conditions between OSPI and 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.