Sole_Source_Notification_20250854.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: 956-38: Library

Services; 924-18: Alternative Educational Services.

The Office of Superintendent of Public Instruction (OSPI) intends to offer a $2,000,000 sole source contract with United Ways of the Pacific Northwest (Contractor/UWPNW) for management of the Dolly Parton Imagination Library (DPIL) in Washington. The proposed term of this contract is August 2025-June 30, 2026.

The Dolly Parton Imagination Library is a proven early learning, book gifting program that provides free, age-appropriate, high-quality books to children ages zero to five no matter their family’s income. Books are mailed monthly to all registered children, at no cost to the child’s family. The DPIL model works by establishing a partnership with a state-level partner organization (the United Ways of the Pacific Northwest in this case) who establishes statewide affiliate programs (e.g., libraries, community-based organizations, local United Way chapters, etc.) that typically contribute a 50% match with state funding. This proposed contract seeks to cover up to 100% of the costs of the affiliate groups identified by the Imagination Library of

Washington. The Contractor is responsible for statewide expansion of the DPIL, administering funds covering book costs, and developing statewide engagement. The DPIL covers book fulfillment and subsidizes overhead and administration costs.

Under this contract, United Ways of the Pacific Northwest will continue implementation of the statewide Imagination Library including outreach/launch strategy and collaboration with other statewide partners and other organizations that engage in the distribution of books to families.

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 Friday, July 21, 2025.

Sole Source Notification

Imagination Library Program https://www.k12.wa.us/about-ospi/contracting-ospi/competitive-procurements https://www.k12.wa.us/about-ospi/contracting-ospi/competitive-procurements https://fortress.wa.gov/ga/webs/ https://fortress.wa.gov/ga/webs/

OSPI Sole Source Contract 20250854 Page 2 of 6

Capability statements must address the following state requirements:

• Partnership with the DPIL, Dollywood Foundation, and local program affiliates throughout Washington.

• Process in place to enroll children in the Imagination Library of Washington.

• Mechanisms in place to provide invoices and reporting for book distribution.

• Continuity in existing program design to avoid any negative impact on support for

Washington’s youngest learners.

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

United Ways of the Pacific Northwest.

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?

Early access to reading is a critical foundational building block for all children, and the growth of the Imagination Library of Washington program from December 2021 to June

2025, made a huge difference in the way we support our learners before kindergarten.

In 2023 alone, the program delivered more than 780,000 books to nearly 115,000 of our state’s youngest learners. The success and impact of this work cannot be overstated.

This funding is intended to cover the gap in the state matching dollars so that the current level of programming is sustained and none of our learners and their families are impacted.

mailto:contracts@k12.wa.us

OSPI Sole Source Contract 20250854 Page 3 of 6

Sole Source Criteria

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

Dolly Parton first launched the Imagination Library in her home county of East Tennessee in 1995. Since its launch, Dolly Parton’s Imagination Library has set and surpassed many goals and milestones. National replication, which started in 2000, allowed more and more communities to adopt the program. State-wide coverage was established in

Tennessee in 2004. Furthermore, international growth provided expansion in Canada, United Kingdom, and Australia. The first book order in 1995 totaled just over 1,700.

Today, Dolly Parton’s Imagination Library sends more than one million books per month to children around the world inspiring them to Dream More, Learn More, Care More and

Be More.

UWPNW is the current lead organization of the Imagination Library of Washington, Washington partner of the Dolly Parton Imagination Library (DPIL). They were chosen for this role by the state agency leads Washington Department of Children, Youth, &

Families and OSPI. They led the expansion effort bringing the program into every county in Washington under contract with OSPI from December 2021 to June 2025. In 2023 the program delivered more than 780,000 books to nearly 115,000 of our state’s youngest learners, and in the 2024 Winter Quarter alone, the program delivered more than

360,000 books to nearly 122,000 children.

UWPNW can generate funding and organizational support for the Imagination Library effort and has trained staff specifically focused on this purpose. They are experienced in the implementation of the DPIL, have existing collaborative partnerships with affiliates across the state, and have mechanisms in place for all the enrollment, invoicing, and reporting processes. They have expertise in recruiting and working with partners to develop and make public presentations to community civic clubs, corporate supporters, and collaborators, specifically emphasizing program awareness in high needs regions of the state. This continuity in leadership for the Imagination Library of Washington is critical.

• 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.

As a condition of the program, implementation of the DPIL at a statewide level requires a non-profit statewide partner to lead the work, therefore, OSPI cannot coordinate this effort on our own.

OSPI Sole Source Contract 20250854 Page 4 of 6

Reach Out and Read is also a book gifting program that partners with pediatricians;

however, they do not deliver books directly to the home. Program participation is based on a well-child medical visit. UWPNW has committed to working in collaboration with

Reach Out and Read and other organizations that engage in the distribution of books to families to leverage efforts.

• 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.

A search for existing comparable statewide contracts related to book distribution yielded no results. A search through the list of OMWBE contractors listed with human services commodity code (952-59) showed none fill our need. Having exhausted statewide contracts and OMWBE resources, a search was conducted for all contractors with the following terms: book distribution, book donation, book, distribution, and deliver. Mail service statewide contract 01214 does provide delivery services; however, it does not address participation in the book program or coordination with non-profit organizations.

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

No.

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

The vendor’s profile in the WEBS system indicates the chosen contractor is a

Washington-based small business. A search of all OMWBE human services contracts showed no other sources exist that are able to perform the scope of work in this contract.

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

OSPI’s unbundling analysis indicates that this effort is unlikely to unbundle due to the program's unique nature, such as necessary collaboration with statewide non-profit affiliates in a prescribed book gifting program from the Dolly Parton Imagination Library.

It is vital to program success to have one main contractor coordinating efforts across affiliate groups. Additionally, unbundling the services would cost more, and result in the need for OSPI to contribute management and coordination of program components, which the agency does not have bandwidth to handle.

OSPI Sole Source Contract 20250854 Page 5 of 6

• 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).

United Way of Pacific Northwest is already administering the Imagination Library program in all counties throughout Washington. Another contractor would need to learn

Imagination Library's program and its organization and tracking methods, establish a relationship with the Dollywood Foundation, and local program affiliates throughout

Washington which would take time, which correlates to additional resources. This could not be accomplished within the Fiscal Year.

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

• 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.

• 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.

The Imagination Library of Washington program is facing a gap in funding in the 2025-

26 fiscal year, that, if not addressed, will prevent the organization from being able to sustain the current level of programming. These funds are intended to cover the projected gap in the state matching dollars so that the current level of programming is sustained and none of our nearly 122,000 learners currently enrolled in the program are impacted.

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 majority of costs for this contract supplement state matching funds for book distribution and are calculated based on numbers of delivered books. The Dolly Parton

Imagination Library is active in the United States, Canada, United Kingdom, Australia, and Ireland, thus, procurement, tracking, and delivery methods have been evaluated extensively and designed to maximize cost and efficiency. The Dolly Parton Imagination

Library already covers book fulfillment and subsidizes overhead and some

OSPI Sole Source Contract 20250854 Page 6 of 6 administration costs, reducing state costs for the Imagination Library program tremendously.

The remaining contract funds are directed toward the contractor for reasonable costs for administration and outreach of the program.

Attachment 2 – Proposed Draft Sole Source Contract

See next page

Page 1 of 6 Contract 20250854 between OSPI and United Ways of the Pacific Northwest (Rev. 09/24)

CONTRACT FOR SERVICES

Contract No. 20250854 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

UNITED WAYS OF THE PACIFIC NORTHWEST

(hereinafter referred to as Contractor) 400 Union Avenue SE, Suite 200

Olympia, WA 98501

Federal Identification #91-1055031 Unified Business Identifier #601633953

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:

The Contractor shall manage the Imagination Library of Washington (Washington Partner Organization for the Dolly Parton Imagination Library) through June 2026.

The Dolly Parton Imagination Library (DPIL) is a proven early learning program that provides free, age-appropriate books to children from birth to age five. DPIL collaborates with a state-level partner organization (the Contractor in this case) that sets up statewide affiliate programs such as libraries, community-based organizations, and local United Way chapters.

These affiliates contribute a 50% match with state and private funding. In June 2026, the Office of Superintendent of Public Instruction (OSPI) may cover up to 100% of the costs for affiliate groups identified by the Imagination Library of Washington. The Contractor is responsible for managing the funds for book costs and developing statewide engagement initiatives. DPIL handles book distribution and subsidizes some overhead and administrative expenses.

Page 2 of 6 Contract 20250854 between OSPI and United Ways of the Pacific Northwest

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:

Contractor shall function as the state-level partner with the DPIL to manage the program operations of the Imagination Library of Washington as follows:

1. Report enrollment and distribution numbers, costs, and submit invoices via a monthly

Imagination Library Book Distribution Report and Invoice. Enrollment/distribution reporting data should be segmented by city, county, and age bracket and include:

a) # of children enrolled

b) # of books mailed

2. Support project staff who will recruit, organize, and support affiliates across the state, maintaining an enrollment of between 25-30% of Washington’s 0–5 population.

3. Collaborate with other statewide partners and organizations that engage in the distribution of books to families.

4. Create tailored marketing materials and implement outreach strategies to ensure a unified state voice for marketing and media efforts that increase awareness and support for the program

5. Engage potential corporate and statewide partners and funders to support Imagination Library of Washington and participate in the expanded Imagination Library Advisory Group.

6. Prepare a Final Report outlining:

a) program accomplishments

b) advocacy efforts and progress towards obtaining permanent resources to sustain programming

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. Imagination Library Book Distribution Report and Invoice

August 22, 2025 September 1, 2025 October 1, 2025 November 3, 2025 December 1, 2025 January 5, 2026 February 2, 2026 March 2, 2026 April 1, 2026 May1, 2026 June 1, 2026

2. Imagination Library Outreach Efforts and Implementation Report

• Activities undertaken to support program leadership development at a local level.

September 1, 2025 December 1, 2025 March 2, 2026 June 1, 2026

Page 3 of 6 Contract 20250854 between OSPI and United Ways of the Pacific Northwest

SCHEDULE OF DELIVERABLES

Deliverable Due Date

• Report on affiliate, community, and advisory group meetings and learning webinars.

• Describe advocacy efforts and progress towards obtaining permanent resources to sustain programming

3. Final Report

• Summary of program accomplishments and impact

• Results from local program parent surveys conducted by affiliates and early literacy ancillary events

• Names and contact information for affiliate partners across the state

• Next steps towards achieving sustainable funding

June 30, 2026

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:

August 1, 2025, date of approval by DES, or date of execution, whichever is later, through June 30, 2026.

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 20250854 between OSPI and United Ways of the Pacific Northwest

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 two million dollars ($2,000,000) 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. Fifty percent (50%) of the funds for the payment of this Contract are provided by state dollars and fifty percent (50%) are provided federal funds by Grant to States – IDEA B, CFDA #84.027A/Award #H173A250074, therefore, Contractor shall comply with Federal Grant 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.

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

Contractor shall submit invoices to the OSPI Contract Manager monthly in accordance with the Schedule of Payments set forth below:

SCHEDULE OF PAYMENTS

Deliverable Deliverable Due Date

Payment Amount

1. Imagination Library Book Distribution Report and Invoice

August 22, 2025 September 1, 2025 October 1, 2025 November 3, 2025 December 1, 2025 January 5, 2026 February 2, 2026 March 2, 2026 April 1, 2026 May1, 2026 June 1, 2026

Monthly costs will vary with the number of enrolled children – anticipated amounts:

August-May: $145,000 June: $190,000

Increased support may be provided to affiliates identified by the Imagination Library in June.

The cumulative total for this deliverable is not to exceed:

$1,640,000

2. Imagination Library Outreach Efforts and Implementation Progress Report

September 1, 2025 December 1, 2025 March 2, 2026 June 1, 2026

September: $63,638 December, March, June:

$95,454

The cumulative total for this deliverable is not to exceed:

$350,000

3. Final Report June 30, 2026 $10,000

Page 5 of 6 Contract 20250854 between OSPI and United Ways of the Pacific Northwest

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. In instances where multiple deliverables are due within one month, the Contractor shall combine the payment and submit only one (1) invoice for the month.

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.

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

Intentionally left blank Intentionally left blank

Page 6 of 6 Contract 20250854 between OSPI and United Ways of the Pacific Northwest

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 – Federal Grant 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.

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.

United Ways of the Pacific Northwest 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 20250854 Attachment A – General Terms and Conditions between OSPI and United Ways of the Pacific Northwest 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 20250854 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 20250854 Attachment A – General Terms and Conditions between OSPI and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

24. Insurance.

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

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

2) Purchase worker’s compensation and occupational disease insurance benefits to employees in full compliance with all applicable 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.