Sole_Source_Notification_20250810.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: Educational Training Services; 924-64: Partnering Workshop Facilitation Services; 924-71: School Operation and Management Services; 958-77: Project Management Services; 924-78: Teaching and Instruction Services; 924-05: Advisory Services, Educational; 958-68: Support Services, Management; 918-38: Education and Training Consulting; 924-18: Educational Services, Alternative; 962-34: Event Planning Services.

The proposed vendor is also registered using the following commodity codes: 924-19, 924-20, 924- 25, 924-35, 924-40, 924-42, 924-60, 924-74, 924-76, 924-77. However, these commodity codes are excluded from this WEBS opportunity as they are not applicable to this contract.

The Office of Superintendent of Public Instruction (OSPI) intends to award a $120,000 sole source contract to Center for Strengthening the Teaching Profession (CSTP) for the period of July 17, 2025, through December 31, 2025.

The purpose of this contract is to assist OSPI in managing and further developing the Teacher of the Year (ToY) and Classified School Employee of the Year (CSEoY) programs by providing event planning, meeting coordination and facilitation, and leadership training. To implement this work, the Contractor will do the following:

• Coordinate the state selection process. This includes creating and training two state selection committees, creating the state application scoring rubric, and scheduling and facilitating state interviews for SToY and CSEoY.

• Supply all applications, scoring, and selection records to OSPI.

• Support logistics for Educator of the Year (EoY) Leadership Retreat. Logistics include venue, lodging, travel, stipends, and meal arrangements.

• Collaborate with OSPI to co-create EoY Leadership Retreat agenda, facilitate retreat, and schedule regional EoY interviews.

Sole Source Notification Educator Awards Management 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 20250810 Page 2 of 5

• Coordinate logistics for EoY State Ceremony. Logistics include venue, lodging, travel, stipends, and meal arrangements.

• Collaborate with OSPI to co-create the agenda for EoY State Ceremony and purchase ceremony awards.

• Coordinate and deliver remote advocacy and leadership academy for award-winning educators. The remote academy will consist of at least eight virtual sessions with content including but not limited to equity, working with adult learners, systems thinking, communication, and collaboration.

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 16, 2025.

Capability statements must address the following state requirements:

• Extensive experience convening cohorts of past and present Washington State Teachers of the Year and Washington State Classified School Employees of the Year.

• Extensive experience providing professional learning designed for past and present Washington State Teachers of the Year and Classified School Employees of the Year.

• Experience planning and implementing Washington State Teacher of the Year and Washington State Classified School Employee of the Year state Ceremonies.

• Experience with scalable Professional Learning Models; developing and delivering replicable, high-impact professional learning experiences aligned to and responsive to educator leader needs.

• Extensive expertise in Facilitating Educator Leadership; Proven ability to transition honorees into formal and informal leadership roles, supporting school improvement, policy input, and community engagement.

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 Center for Strengthening the Teaching Profession.

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:

Josie Horn 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 mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20250810 Page 3 of 5

Attachment 1 – Sole Source Contract Filing Justification Specific Problem or Need

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

The Educator Awards program requires specific expertise in planning, hosting, and facilitating teacher and educator leadership training, a deep understanding of the program history and vision, and familiarity with OSPI’s current grant received from the Bill and Melinda Gates Foundation. This requires additional staff time and expertise not currently available within the OSPI department staffing allocation. The current staffing level for Educator Awards does not include capacity for meeting/conference planning and logistics. Using grant funds to provide this program support is a well established solution that has led to many successful meetings and events.

Sole Source Criteria

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

For more than ten years, CSTP leadership has collaborated in the design and programming of OSPI's Educator Awards programs, obtaining invaluable knowledge and experience in the process. Their distinctive expertise lies in nurturing the leadership potential of educators. CSTP has successfully managed the activities outlined in this contract in the past, as well as numerous similar meetings and events for OSPI. CSTP has also established relationships with critical partners who will participate in the Educator Awards event at various levels.

• 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.

With CSTP’s extensive knowledge of the Educator Awards program and their proven ability to handle professional development and project management, CSTP is the ideal choice to continue this crucial endeavor. OSPI program staff has attempted to engage directly with other public entities, such as Conference Services at Evergreen State College, to provide facilities and support for the meeting, but ultimately, they do not offer comprehensive meeting planning services including expert facilitation and travel expenses. Educational School District 113 does not offer comprehensive meeting planning services including lodging, travel, meals coordination, and expert facilitation.

There is no other organization in the state with the unique combination of skills, experience, and expertise to carry out this contract.

OSPI Sole Source Contract 20250810 Page 4 of 5

• 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.

There are no statewide contracts that have a history of experience convening and providing professional learning to all the previous and current Washington State Teachers of the Year and Washington State Classified School Employees of the year.

• 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.

CSTP is a small non-profit, located in Washington with an all-woman staff.

• 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.

These services are connected and aligned in order to most effectively support the Educator Awards program, selection process, and ceremony. This work is interconnected and cannot be broken into components.

• 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).

By contracting out logistics, conference planning, and additional professional learning, both program and other OSPI agency staff save considerable time on staffing the logistics and planning for the events as well as the OSPI staffing time that would be required to write and manage the small individual contracts with facilitators and process numerous travel reimbursements. The design of the contract and program staff's previous experience working with the Contractor ensure that the agency will still have close oversight of the activity, as well as ultimate approval of the content and structure of the event.

• 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, OSPI Sole Source Contract 20250810 Page 5 of 5 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.

A significant deliverable of the grant received from the Bill & Melinda Gates Foundation could not be fulfilled without the Contractor's assistance, in particular leadership development that is foundational to the outcomes the grant measures. The agency risks not meeting grant objectives agreed to with the Bill & Melinda Gates Foundation.

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 cost for event support including venue, lodging, meals, etc. is based on per diem rates and past budgets for the same or similar meetings.

Attachment 2 – Proposed Draft Sole Source Contract

See next page

Page 1 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

DBA CSTP

(Rev. 09/24)

CONTRACT FOR SERVICES

Contract No. 20250810 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

CENTER FOR STRENGTHENING THE TEACHING PROFESSION

(hereinafter referred to as Contractor)

PO Box 4162 Olympia, WA 98501

Employer Identification #01-3769448

Unified Business Identifier #602-316-410

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

I. DUTIES OF THE CONTRACTOR

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

Contractor shall assist the Superintendent in managing and further developing the Teacher of the Year (ToY) and Classified School Employee of the Year (CSEoY) programs by providing event planning, meeting coordination and facilitation, and leadership training.

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:

Activity 1: State Selection Process

1. Coordinate the state selection process

a. Create and train two (2) state selection committees of at least three (3) people, with guidance from OSPI.

b. Create the state application scoring rubric.

c. Schedule and facilitate state interviews for State Teacher of the Year (SToY) and

CSEoY.

2. Record Management

a. Supply all applications, scoring, and selection records to OSPI.

Page 2 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

(Rev. 09/24)

Activity 2: Educator of the Year Leadership Retreat

1. Support logistics for the ToY and CSEoY Retreat in Olympia, WA in fall 2025.

a. Retreat will be at least two (2) and a half days long.

b. Co-create retreat agenda with OSPI staff and coordinate facilitation of retreat.

c. Logistics include venue, lodging, travel, stipends, and meal arrangements for program staff, facilitators and presenters.

d. Coordinate with OSPI Communications team to schedule regional Educator of the

Year (EoY) interviews.

Activity 3: Educator of the Year State Ceremony

1. Coordinate logistics for the Educator of the Year State ceremony in Olympia, WA in fall

2025.

a. Logistics include venue, lodging, travel, stipends, and meal arrangements for program staff, facilitators and presenters.

b. Co-create ceremony agenda with OSPI staff and facilitate the EoY Ceremony.

c. Purchase ceremony awards.

Activity 4: Advocacy and Leadership Academy

1. Coordinate and deliver remote Advocacy and Leadership Academy for up to twenty (20) award-winning educators.

2. Remote academy will consist of at least eight (8) virtual sessions with content including but not limited to equity, working with adult learners, systems thinking, communication, and collaboration.

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

Ac tiv ity

Names and roles of state selection committee August 31, 2025 State application scoring rubric August 31, 2025 Selection of ToY and CSEoY August 31, 2025 Submission of national applications August 31, 2025

Ac tiv ity

Logistics report for EoY retreat One week before event

Agenda and retreat presentations materials October 31, 2025

Schedule for regional EoY interviews October 31, 2025

Ac tiv ity

Logistics report for EoY state ceremony One week before event

Agenda and ceremony presentations materials October 31, 2025

Ceremony awards October 31, 2025

Ac tiv ity

Completion roster for Advocacy and Leadership Academy December 31, 2025

Agenda and session presentation materials December 31, 2025

Page 3 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

(Rev. 09/24)

I.D. Accessibility and Brand Compliance. All documents, videos, audio records, presentations, or other deliverables required under this Contract shall be produced in format, compliant with the Americans With Disabilities Act and follow the Web Content Accessibility Guidelines (WCAG) 2.0, OSPI’s formatting standard specified in Attachment B – OSPI Americans with Disabilities Act Compliance: Graphics and Colors, OSPI’s Brand Use Policy, and OSPI’s Style Guide, which are hereby incorporated by this reference. In the event that the deliverables are not compliant, OSPI may require Contractor to promptly make modifications that will make the deliverables compliant. Additionally, OSPI shall have the right to modify or copy the deliverables in order to make them accessible and/or compliant.

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 17, 2025, date of approval by DES, or date of execution, whichever is later, through December 31, 2025.

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 one hundred twenty thousand dollars ($120,000) as noted below in part B, Schedule of Payments. Payment for satisfactory performance shall not exceed this amount unless the parties mutually agree to a higher amount prior to the commencement of any work, which will cause the maximum payment to be increased.

III.A.2. Funding Source. Funds for the payment of this Contract are provided by private dollars funded by The Bill and Melinda Gates Foundation (BMGF); therefore, the Contractor shall comply with the BMGF Terms and Conditions, attached hereto as Attachment A1.

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.

https://www.w3.org/WAI/WCAG20/glance/ https://www.w3.org/WAI/WCAG20/glance/ https://www.k12.wa.us/sites/default/files/public/communications/pubdocs/Agency-Brand-Use-Policy.pdf https://www.k12.wa.us/sites/default/files/public/communications/pubdocs/StyleGuide.pdf https://www.k12.wa.us/sites/default/files/public/communications/pubdocs/StyleGuide.pdf

Page 4 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

(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

Deliverable Deliverable Due

Date Payment Amount

Activity 1: State Selection Process August 31, 2025 $22,000 Activity 2: Educator of the Year Leadership Retreat October 31, 2025 $46,870 Activity 3: Educator of the Year State Ceremony October 31, 2025 $28,130 Activity 4: Advocacy and Leadership Academy December 31, 2025 $23,000

III.B.2. Invoice Requirements. The invoice(s) shall document to the OSPI Contract

Manager’s satisfaction a description of the work performed and payment requested.

Within approximately thirty (30) calendar days of the OSPI Contract Manager receiving and approving the invoice, payment will be mailed or electronically transferred to the Contractor by Agency Financial Services, OSPI.

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

• OSPI Contract number

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

• Contractor’s Federal Tax Identification Number

• Contractor’s Statewide Vendor Number

• Description of Services and Deliverables provided

• Date(s) of Service, if applicable

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

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

III.B.3. If errors are found in the submitted invoice or supporting documents, the OSPI Contract Manager will notify the Contractor. In order to receive payment, it shall be the responsibility of the Contractor to make corrections in a timely manner, resubmit the invoice and/or supporting documentation as requested, and notify the OSPI Contract Manager.

III.B.1. 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.

Page 5 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

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.

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 A1 – Bill and Melinda Gates Foundation Terms and Conditions

• Attachment B – OSPI Americans with Disabilities Act Compliance: Graphics and Colors

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

Page 6 of 6 Contract 20250810 between OSPI and Center for Strengthening the Teaching Profession

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.

Center for Strengthening the Teaching Profession

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 20250810 Attachment A – General Terms and Conditions between OSPI and Center for Strengthening the Teaching Profession 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 20250810 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 20250810 Attachment A – General Terms and Conditions between OSPI and

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

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

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

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

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

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

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

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

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

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

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

Page 4 of 14 Contract 20250810 Attachment A – General Terms and Conditions between OSPI and

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

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

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

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

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

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

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

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

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

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

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

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

24. Insurance.

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

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

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

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

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

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

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

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

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

c. General Insurance Requirements. Contractor shall, at all times during the term of the Contract and at its cost and expense, buy and maintain insurance of the types and amounts listed above. Failure to buy and maintain the required insurance may result in the termination of the Contract at the Superintendent’s option. By requiring insurance herein, Superintendent does not represent that coverage and limits will be adequate to protect Contractor and such coverage and limits shall not limit Contractor’s liability under the indemnities and reimbursements granted to the Superintendent in this Contract.

Contractor shall include all subcontractors as insureds under all required insurance policies, or shall furnish proof of insurance and endorsements for each subcontractor.

Subcontractor(s) must comply fully with all insurance requirements stated herein.

Failure of subcontractor(s) to comply with insurance requirements does not limit Contractor’s liability or responsibility.

25. Licensing and Accreditation Standards. The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary to the performance of this Contract.

26. Limitation of Authority. Only the Superintendent or the Superintendent’s delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Contract is not effective or binding unless made in writing and signed by the Superintendent.

27. Nondiscrimination.

a. Nondiscrimination Requirement. During the term of this Contract, the Contractor, including any subcontractor, shall comply with all the federal and state nondiscrimination laws, regulations and policies, which are otherwise applicable to the Superintendent. Accordingly, on the bases enumerated at RCW 49.60.530(3), no person shall, on the ground of sex, race, creed, religion, color, national origin, marital status, families with children, age, veteran or military status, sexual orientation, gender expression, gender identity, disability, or the use of a trained dog guide or service animal, be unlawfully excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any activity performed by the Contractor and its agents under this Contract. In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

b. Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract…