Virtual Charter Services RFP

OREGON CHARTER ACADEMY (“ORCA”)

REQUEST FOR PROPOSALS (“RFP 2024-2”) (ORS 279B.060) FOR COMPREHENSIVE VIRTUAL CHARTER SCHOOL CURRICULUM AND TECHNOLOGY MANAGEMENT SERVICES (“VIRTUAL CHARTER SCHOOL SERVICES”) Date of Issue: September 16, 2024 Closing Date and Time: October 14, 2024 at 2:00 PM Pacific Time Single Point of Contact (SPC): Allison Galvin, ORCA Executive Director Address: City, State, Zip Phone E-mail (SPC):

30485 SW Boones Ferry Rd, Suite 202 Wilsonville, Oregon, 97070 1-503-897-2272 agalvin@oregoncharter.org

Oregon Charter Academy promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

TABLE OF CONTENTS SECTION 1: GENERAL INFORMATION .................................................................... 4 1.1 1.2 1.3

INTRODUCTION ..............................................................................................................................4 SCHEDULE .......................................................................................................................................5 SINGLE POINT OF CONTACT (SPC) ............................................................................................5

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE ............................................ 5 2.1 2.2 2.3

AUTHORITY AND METHOD .........................................................................................................5 OVERVIEW AND PURPOSE ..........................................................................................................6 SCOPE OF WORK/SPECIFICATIONS............................................................................................6

SECTION 3: PROPOSAL REQUIREMENTS............................................................... 9 3.1 3.2

GENERAL PROPOSAL CONTENT GUIDELINES ...................................................................9 PROPOSAL SUBMISSION REQUIREMENTS ...............................................................................9

SECTION 4: SOLICITATION PROCESS ................................................................... 11 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

PUBLIC NOTICE AND ADDENDA .............................................................................................. 11 PRE-PROPOSAL CONFERENCE .................................................................................................. 11 QUESTIONS / REQUESTS FOR CLARIFICATIONS .................................................................. 11 SOLICITATION PROTESTS .......................................................................................................... 12 PROPOSAL DELIVERY OPTIONS ............................................................................................... 12 PROPOSAL MODIFICATION OR WITHDRAWAL .................................................................... 13 PROPOSAL DUE ............................................................................................................................ 13 PUBLIC OPENING ......................................................................................................................... 13 PROPOSAL REJECTION ............................................................................................................... 13 EVALUATION PROCESS .............................................................................................................. 13 FINAL DETERMINATION ............................................................................................................ 15

SECTION 5: AWARD AND NEGOTIATION ............................................................. 15 5.1 5.2 5.3 5.4

AWARD NOTIFICATION PROCESS ........................................................................................... 16 INTENT TO AWARD PROTEST ................................................................................................... 16 APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS .............................. 17 CONTRACT NEGOTIATION ........................................................................................................ 17

SECTION 6: ADDITIONAL INFORMATION............................................................ 18 6.1 6.2 6.3 6.4 6.5

GOVERNING LAWS AND REGULATIONS ............................................................................... 18 OWNERSHIP/PERMISSION TO USE MATERIALS ................................................................... 18 CANCELLATION OF RFP; REJECTION OF PROPOSAL; NO DAMAGES. ............................. 18 COST OF SUBMITTING A PROPOSAL ....................................................................................... 18 RECYCLABLE PRODUCTS .......................................................................................................... 19

LIST OF ATTACHMENTS ATTACHMENT A PRICE PROPOSAL FORM ATTACHMENT B PROPOSER INFORMATION AND CERTIFICATION SHEET ATTACHMENT C RESPONSIBILITY INQUIRY ATTACHMENT D DISCLOSURE EXEMPTION AFFIDAVIT ATTACHMENT E SAMPLE SERVICES AGREEMENT

SECTION 1: GENERAL INFORMATION 1.1

INTRODUCTION

Oregon Charter Academy (“ORCA”) is a public K-12 virtual charter school and non-profit corporation governed by ORS Chapter 338. ORCA provides an online, virtual education to approximately 2,500 public school students statewide from its base of operations in Mill City, OR. Pursuant to Oregon law, ORCA currently operates pursuant to a written charter agreement with the Santiam Canyon School District 129J. Notice is hereby given that ORCA requests proposals from qualified, responsible proposers authorized to do business in the State of Oregon to provide ORCA with comprehensive virtual charter school curriculum and technology management services. ORCA seeks a five (5) year contract proposed to begin on July 1, 2025 and expire on June 30, 2030. ORCA expects that any proposer share ORCA’s values of highly ethical conduct, fiscal responsibility, respect for ORCA’s mission and purposes, and responsiveness to the needs of ORCA, its students, parents, and other stakeholders.

Additional details on the scope of the goods or services sought are included in the Scope of Work section of the RFP. The Request for Proposals and related documents (“RFP 2024-2”) can be obtained through OregonBuys, the State of Oregon’s web-based eProcurement system at https://oregonbuys.gov/bso/, or from ORCA’s website at www.oregoncharter.org/procurement.

Hard copies of solicitation documents will not be mailed to proposers. It is imperative that proposers check OregonBuys regularly for addenda, clarifications, and other notifications that may be pertinent. In addition, all proposers known by ORCA to have received a complete set of RFP 2024-2 documents will receive notification when additional items are posted.

The successful proposer will be asked to negotiate and sign a contract with ORCA based on that proposer’s proposal for services, for the pricing terms set out and proposed therein. ORCA will require that any proposer demonstrate, among other things, specific levels of insurance, state and local licensure required for the services in question, and a tax identification number.

Proposals shall be delivered to Oregon Charter Academy via email to the SPC. The subject line of the email shall state RFP 2024-2 and Proposer’s name.

Proposals will be received until 2:00PM on October 14, 2024. Proposals received after the 2:00PM deadline will not be considered and will be returned unopened to the proposer(s).

ORCA may reject any proposal not in compliance with all prescribed solicitation procedures and requirements and other applicable law and may reject any or all proposals in whole or in part when the cancellation or rejection is in the best interest of ORCA, and at no cost to ORCA.

1.2

SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time.

All dates listed are subject to change through issued Addenda.

Event

Date

Issuance of RFP

September 16, 2024

Questions / Requests for Clarification Due RFP Protest Period Ends

October 7, 2024

5:00 PM

October 7, 2024

5:00 PM

Addenda Deadline

October 11, 2024

2:00 PM

Closing (Proposal Due)

October 14, 2024

2:00 PM

Opening of Proposal

October 14, 2024

2:30 PM

Evaluation (approx.)

October 15-21, 2024

Issuance of Notice of Intent to Award (approx.)

October 22, 2024

Award Protest Period Ends Contract Negotiation Period

1.3

Time

7 calendar days after Notice of Intent to Award 30 calendar days commencing upon expiration of Award Protest Period

SINGLE POINT OF CONTACT (SPC)

The SPC for RFP 2024-2 is identified on the Cover Page, along with the SPC’s contact information. Proposer shall direct all communications related to any provision of RFP 2024-2 only to the SPC via email, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision.

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE 2.1

AUTHORITY AND METHOD

ORCA is required to conduct procurements of goods and services in compliance with relevant terms of the Oregon Public Contracting Code (ORS Chapters 279A and 279B), pursuant to ORS 338.115(1)(e). ORCA issues RFP 2024-2 pursuant to its authority as a “local contracting agency,” as defined by ORS 279A.010(1)(p).

ORCA is using the Competitive Sealed Proposal method for this procurement, pursuant to ORS 279B.060 and OAR 137-047-0260.

2.2

OVERVIEW AND PURPOSE

2.2.1

ORCA Overview and Background

ORCA was first chartered in 2005 and is currently in the fifth year of its second five-year Charter term with the Santiam Canyon School District 129J. The ORCA Board of Directors is excited about the future of virtual public education in Oregon and desires to maximize opportunities for Oregon families who choose ORCA as the provider of their children’s education. To that end, ORCA consistently explores all possible options to achieve its goal of offering the highest quality public virtual education.

ORCA served approximately 2,500 students in K-12 during the current 2023-24 school year.

ORCA serves a diverse student population with 16.9% of students identified as Hispanic/Latino, 2.3% identified as Asian, 2.5% identified as Black/African American, 0.1% identified as Native Hawaiian/Other Pacific Islander, and 2.2% identified as American Indian/Alaskan Native. In addition, special populations constitute 17.5% of students and 46% of students qualify for the Free and Reduced Lunch program.

In recognition of its effective and innovative educational approach, ORCA is accredited by Cognia®, also being recognized by Cognia as a School of Distinction. ORCA continually strives to improve its academic performance and focus resources and interventions on struggling students while also supporting and challenging accelerated students.

ORCA currently contracts for virtual charter school curriculum and technology management services with SYS Education, LLC (“SYS”). ORCA’s current agreement with SYS expires on June 30, 2025.

ORCA represents an outstanding and innovative educational choice for Oregon families. One of the most significant benefits ORCA brings is the ability to serve students that are underserved or not being served within the district and larger community. Many athletes, medically homebound, bullied, homeschooled, or special needs students seek out ORCA. Some students choose to enroll simply because they need a flexible schedule and can benefit from instruction that is individualized, personalized, and flexible. The ORCA Board of Directors is dedicated to serving these students throughout the state, and seeks partnerships with service providers who share a similar desire to serve Oregon’s underserved student populations.

2.3

SCOPE OF WORK/SPECIFICATIONS

ORCA is seeking proposals from qualified and responsible proposers able to provide a comprehensive suite of virtual charter school services. As further described in Section 3, responsive proposals will include, at a minimum, each of the specific services outlined below (the “Scope of Work”), and Proposers must be able to demonstrate and describe in detail how all such services within the Scope of Work would be provided.

Responsive Proposals will be based on the following Scope of Work:

July 1, 2025 – June 30, 2030: 2.3.1.1

Instructional and Leadership Support

2.3.1.1.1

Annual SPED budget and program review when requested by an ORCA-appointed staff member;

2.3.1.1.2

Special Education consulting when requested by ORCA-appointed staff member;

2.3.1.1.3

Audit curriculum created by ORCA teachers, ensuring that the curriculum (1) aligns with Oregon state standards; (2) is accessible for all students; (3) is appropriate to grade and age levels; and (4) Supports ORCA’s Mission and Vision;

2.3.1.1.4

Consultation of school-based curriculum purchases; and

2.3.1.1.5

Support with (1) operations; (2) administrative supervision; (3) collaborate on the evaluation of the executive director; and (4) be the point of contact for the school with the Contractor.

2.3.2

Curriculum Services

2.3.2.1

Student curriculum services

2.3.2.1.1

Ordering and building curriculum kits;

2.3.2.1.2

Warehousing and inventorying; and

2.3.2.1.3

Shipping and tracking.

2.3.3

Technical Services

2.3.3.1

Platform licensing integration and management of:

2.3.3.1.1

Instructure/Canvas;

2.3.3.1.2

Securly and Jamf;

2.3.3.1.3

Zendesk and Zoom; and

2.3.3.1.4

PowerSchool and Cloud Hosting for custom services.

2.3.3.2

Student and staff help ticket service, including

2.3.3.2.1

Chat and voice help ticket services; and

2.3.3.2.2

Help article creation

2.3.4

Social Media/Marketing Services

2.3.4.1

Management of Charter Connect Marketing Service;

2.3.4.2

Manage of local public relations contract;

2.3.4.3

Graphic and digital design; and

2.3.4.4

Google analytics, including:

2.3.4.4.1 2.3.5

Search engine, display, and social media marketing optimizations.

Staff Hardware Services

2.3.5.1

Staff Macbook device purchasing, or other device as directed by the school;

2.3.5.2

Staff perifial purchasing and tracking, including:

2.3.5.2.1

Monitors;

2.3.5.2.2

Document cameras; and

2.3.5.2.3

Keyboards and mice.

2.3.5.3

Staff device tracking;

2.3.5.4

Jamf admin device setup and maintenance;

2.3.5.5

Shipping, repairing, and replacing all staff device and hardware; and

2.3.5.6

Warehousing, storing, and updating staff devices and hardware.

2.3.6

Student Hardware Services

2.3.6.1

Student 1 to 1 Chromebook device purchasing

2.3.6.2

BluSky, UPS and PowerSchool tracking/updating,

2.3.6.3

Shipping – deploying and receiving;

2.3.6.4

Repairing, replacing, storing, and updating devices;

2.3.6.5

Supplemental asset purchasing and management; and

2.3.6.6

Kajeet HotSpot management.

2.3.7

Website Management

2.3.7.1

Website functionality consulting and updating;

2.3.7.2

Utilizing search engine optimization; and

2.3.7.3

Producing and managing social media marketing.

2.3.8

Onboarding Management

2.3.8.1

Creating and updating of student onboarding courses for both elementary and secondary students; and

2.3.8.2

Creating and updating of staff onboarding course.

SECTION 3: PROPOSAL REQUIREMENTS 3.1

GENERAL PROPOSAL CONTENT GUIDELINES

A Responsive Proposal must address each of the elements listed in this section and all other requirements set forth in RFP 2024-2, in light of each specified service listed in the Scope of Work of Section 2.3. As appropriate, a Responsive Proposal shall describe the goods to be provided, the services to be performed, or both. A Proposal that merely offers to provide the goods or services described in RFP 2024-2 will be considered non-Responsive to RFP 2024-2, and will not be considered further.

A Proposal should not include extensive artwork, unusual printing, or other materials not essential to the utility and clarity of the Proposal. Do not include marketing or advertising material in the Proposal, unless requested. A Proposal should be straightforward and address directly the terms of RFP 2024-2. A Proposal containing unsolicited marketing or advertising material may receive a lower evaluation score if specific requested information is difficult to locate.

3.2

PROPOSAL SUBMISSION REQUIREMENTS

3.2.1

Proposal Elements To be considered for evaluation, a Proposal must contain each of the following elements: •

Executive Summary (Mandatory)

•

Virtual Charter Services Proposal (Mandatory) o Describe your company’s philosophy and approach to educational

•

• • • •

3.2.2

service delivery, focusing specifically on virtual education and innovation; o Describe your company’s approach to providing each of the desired services outlined in the Scope of Work with an eye toward cost-efficiency and measurable outcomes; o Describe your company’s unique attributes and experience in providing such services; o Provide, if possible, a description of three similar prior or current client service relationships within the last five years, highlighting successful outcomes or unique issues overcome. If not possible, explain why such information cannot be provided.

Price Proposal Form (Attachment A; Mandatory) o The Price Proposal Form should be submitted in a separate PDF from the rest of the Proposal. o For each service listed in the Scope of Work, state the unit and total per contract year price for each deliverable, as well as any additional fees and expenses proposed to be charged, including any prospective increases over the life of the Contract. o Provide total Contract price and a proposed monthly payment schedule for the life of the Contract.

Proposer Information and Certification Sheet (Attachment B; Mandatory) Responsibility Inquiry (Attachment C; Mandatory) Disclosure Exemption Affidavit (Attachment D; Optional; attach only if claiming exemptions) Information Regarding Key Persons and Resumes (Mandatory) o Provide an organizational chart showing current staff that would be directly responsible for the provision of services to ORCA outlined in the Scope of Work, and provide resumes for all such current personnel (not to exceed two pages each), including relevant work experience, and demonstrating familiarity and experience with relevant state and federal education laws.

Proposal Page Limits

A Proposal shall be limited to twenty-five (25) pages. Any pages exceeding this limit will not be provided to the evaluation committee or considered in the evaluation. The following items do not count toward the 25 page limit: • • •

Proposer Information and Certification Sheet (Attachment B) Responsibility Inquiry (Attachment C) Disclosure Exemption Affidavit (Attachment D)

• 3.2.3

Key Persons and Resumes

Proposal Format and Quantity

A Proposal should follow the format, and reference the sections listed in the Proposal Elements and Scope of Work sections. Responses to each element and service should be clearly labeled to indicate the item being addressed.

Proposer shall submit one copy of its Proposal, including all attachments in PDF format. Proposer shall submit its Price Proposal as a separate PDF. If Proposer believes any portion of its Proposal is exempt from disclosure under Oregon Public Records Law (ORS 192.311 through 192.478), Proposer shall complete and submit the Disclosure Exemption Affidavit (Attachment D). Proposer also shall submit a fully redacted version of its Proposal, clearly identified as the redacted version, in addition to the aboverequired copies.

The Proposer Information and Certification Sheet (Attachment B) must be completed, and bear the Proposer’s authorized representative’s Signature. Failure of the authorized representative to sign a delivered Proposal may subject the Proposal to rejection by ORCA.

SECTION 4: SOLICITATION PROCESS 4.1

PUBLIC NOTICE AND ADDENDA

RFP 2024-2 and all related attachments have been published for access through OregonBuys https://www.oregon.gov/das/procurement/pages/oregonbuys.aspx.

The RFP 2024-2 and all related attachments can also be obtained by accessing ORCA’s website at www.oregoncharter.org/procurement. Hard copies of RFP 2024-2 or related attachments will not be mailed to prospective Proposers.

Modifications, if any, to RFP 2024-2 or related attachments will be made by written Addenda published through OregonBuys. Prospective Proposers are responsible for checking OregonBuys to determine whether or not any Addenda have been issued. In addition, Prospective Proposers known by ORCA to have received a complete set of the RFP documents will receive notification when Addenda are posted.

All Addenda, if any, are hereby incorporated into RFP 2024-2 by this reference.

4.2

PRE-PROPOSAL CONFERENCE

There is no pre-proposal conference for this solicitation.

4.3

QUESTIONS / REQUESTS FOR CLARIFICATIONS

Questions and request for clarification regarding this Request for Proposal must be submitted in writing, via email, to the SPC no later than as specified in the Solicitation Schedule. All questions that require modifications to the terms and conditions of the RFP will be answered by

addenda to RFP 2024-2. Anonymity of the source of the specific questions will be maintained in the written response.

4.4

SOLICITATION PROTESTS

4.4.1

Protests to RFP

Any prospective Proposer may submit a written protest of anything contained in RFP 2024-2, including but not limited to, the RFP process and the Scope of Work. This is a prospective Proposer’s only opportunity to protest the provisions of the RFP, except that Proposer may protest Addenda to the RFP as provided below.

4.4.2

Protests to Addenda

Any prospective Proposer may submit a written protest of anything contained in the respective Addendum. Protests to Addenda, if issued, must be submitted by 5 p.m. Pacific Time of the second business day after issuance, or the date/time specified in the respective Addendum, or they will not be considered. Protests of matters not added or modified by the respective Addendum will not be considered.

4.4.3

All Protests must:

•

Be delivered to the SPC via email with the subject line of “RFP 2024-2 Solicitation Protest”; Identify the prospective Proposer’s name and contact information; Be sent by an authorized representative; State the reason for the protest, including: o the grounds that demonstrate how the procurement process is contrary to law, unnecessarily restrictive, legally flawed, or improperly specifies a brand name; and o evidence or documentation that supports the grounds on which the protest is based; State the proposed changes to the RFP or other relief sought.

• • •

• 4.5

PROPOSAL DELIVERY OPTIONS

Proposer is solely responsible for ensuring its Proposal is received by the SPC in accordance with the RFP requirements. ORCA is not responsible for any mis-delivery for any reason. A Proposal submitted by any means not authorized below will be rejected. The following delivery option is permitted for RFP 2024-2: Delivery through Email A Proposal must be delivered through email and must be received prior to Closing. The subject line of the email must clearly identify the Proposer’s name and the RFP number. It must be sent to the SPC at the email address listed on the cover page of RFP 2024-2.

4.6

PROPOSAL MODIFICATION OR WITHDRAWAL

If a Proposer wishes to make modifications to a submitted Proposal, it must submit its modification in accordance with authorized method listed in the Proposal Delivery Options section. To be effective the notice must include the RFP name and be submitted to the SPC prior to Closing.

If a Proposer wishes to withdraw a submitted Proposal, it must submit a written notice, on Proposer’s letterhead and signed by an authorized representative of Proposer, of its intent to withdraw to the SPC via email prior to Closing. To be effective the notice must include the RFP name.

4.7

PROPOSAL DUE

A Proposal (including all required submittal items) must be received by the SPC on or before Closing. All Proposal modifications or withdrawals must be received prior to Closing.

A Proposal, modification, or withdrawal received after Closing is considered LATE and will NOT be accepted for evaluation, except as permitted in OAR 137-047-0470 or 137-047-0261. A late Proposal will be returned to the Proposer or destroyed.

4.8

PUBLIC OPENING

A public Opening will be held on the date and time listed in the Schedule and at the location stated on the cover page of RFP 2024-2. Only the name of the Proposer will be read at the Opening, no other information will be made available at that time. Proposals received will not be available for inspection until after the evaluation process has been completed and the notice of Intent to Award is issued.

4.9

PROPOSAL REJECTION

ORCA may reject a Proposal for any of the following reasons: •

• •

•

The Proposer fails to substantially comply with all prescribed RFP procedures and requirements, including but not limited to the requirement that Proposer’s authorized representative sign the Proposal.

The Proposer fails to meet the responsibility requirements of ORS 279B.110.

The Proposer makes any contact regarding RFP 2024-2 with ORCA representatives, officers, employees, or board members other than the SPC or those the SPC authorizes, or has inappropriate contact with the SPC. The Proposer attempts to influence a member of the Evaluation Committee.

4.10 EVALUATION PROCESS 4.10.1 FIRST LEVEL - Responsiveness and Responsibility determination 4.10.1.1

Responsiveness determination

A Proposal received prior to Closing will be reviewed to determine if it is Responsive to all RFP requirements stated herein. If the Proposal is unclear, the SPC may request clarification from Proposer. However, clarifications may not be used to rehabilitate a non-Responsive proposal. If the SPC finds the Proposal non-Responsive, the Proposal will be rejected.

4.10.1.2

Responsibility determination

ORCA will determine if an apparent successful Proposer is “responsible,” as that term is used in the Oregon Public Contracting Code, prior to award and execution of the Contract. Proposers shall submit a signed Responsibility Inquiry form (Attachment C) with a Proposal. At any time prior to award, ORCA may reject a Proposer found not to be responsible.

4.10.2 SECOND LEVEL – Written Proposal Evaluation Each Proposal meeting all responsiveness requirements will be independently evaluated by members of an Evaluation Committee. Evaluation Committee number and members will be determined and assigned in the sole discretion of ORCA, and may be subject to change.

SPC may request further clarification to assist the Evaluation Committee in gaining additional understanding of a Proposal. A response to a clarification request must be to clarify or explain portions of the already submitted Proposal and may not contain new information not included in the original Proposal.

Evaluators will evaluate and assign in their discretion a score for the Evaluation Criteria of each responsive Proposal, up to the maximum listed below for each element: TOTAL POINTS POSSIBLE:

100

EVALUATION CRITERIA Executive Summary Virtual Charter Services Proposal Part 1: Educational philosophy and innovation T Part 2: Service delivery approach and costefficiency Part 3: Proposer uniqueness and experience Key Personnel and Resumes Price Proposal

Maximum Score 5 20 20 20 15 20

Price Proposals shall be opened after the technical proposal is scored. Price Proposals are scored on the following basis, for a total maximum Proposal score of 100: • • • •

Proposer with the lowest total Price Proposal will receive 20 points.

Proposer with the second lowest total Price Proposal will receive 10 points.

Proposer with the third lowest total Price Proposal will receive 5 points.

All other Proposers will receive 0 points.

ORCA prefers Oregon goods and services, and for evaluation purposes, ORCA reserves the right

per ORS 279A.128 to subtract 10% from the price for any Proposer proposing all Goods fabricated or processed or all Services performed entirely in Oregon before calculating the price score.

Based on the above scoring rubric, the Evaluation Committee shall score each of the responsive Proposals and present the SPC with their scoring worksheets. The SPC will then rank the Proposals in order of high score, and notify all Proposers of their rank. The three (3) highestscored Proposers may be invited to attend interviews and give presentations for additional evaluation, and the remaining Proposals shall be rejected. ORCA may award the Contract to the highest-ranked Proposer at the end of this level without interviews.

4.10.3 THIRD LEVEL – Proposer interviews and presentations Proposers progressing to this level will be invited to participate in Proposer interviews and presentations. These may occur in person at a location determined by ORCA; however, ORCA may elect to conduct virtual interviews via Zoom. Further details will be included when Proposers are notified of their rank, and invited to further evaluation. Scheduling of interview and presentation sessions shall occur within the evaluation period stated in the Schedule, subject to modification in ORCA’s discretion.

The make-up and number of the Interview Panel will be determined within the discretion of ORCA, and may include some or all members of the written Evaluation Committee. Following the interviews, each member of the Interview Panel will evaluate and assign in their discretion a second score for the Virtual Charter Services Proposal, and Key Personnel elements of the Proposal, up to the maximum listed below for each element: TOTAL POINTS POSSIBLE: INTERVIEW SCORING Virtual Charter Services Proposal Part 1: Educational philosophy and innovation Part 2: Service delivery approach and costefficiency Part 3: Proposer uniqueness and experience Key Personnel and Resumes

100 Maximum Score 30 30 30 10

All members of the Interview Panel will then provide their interview scoring worksheets to the SPC for final ranking and award determination.

4.11

FINAL DETERMINATION

At the conclusion of Proposal evaluation, the SPC will determine the cumulative score for those Proposers advancing through all levels of competition by adding the scores from each completed round. The Proposer with the highest cumulative score through all levels will receive the highest final ranking.

SECTION 5: AWARD AND NEGOTIATION

5.1

AWARD NOTIFICATION PROCESS

5.1.1

Award Consideration

ORCA, if it awards a Contract, shall award a Contract to the highest ranking Responsible Proposer whose Proposal ORCA determines is the most advantageous to ORCA based on the evaluation process and criteria described in Section 4. In ORCA’s sole discretion, ORCA may award less than the full Scope of Work defined in this RFP, or may determine not to award the Contract to any Proposer, if ORCA determines no award to be in its best interests.

5.1.2

Intent to Award Notice

ORCA will notify all Proposers in writing that ORCA intends to award a Contract to the selected Proposer subject to successful Contract negotiations.

5.2

INTENT TO AWARD PROTEST

5.2.1

Protest Submission

An Affected Proposer shall have seven (7) calendar days from the date of the Intent to Award Notice to file a written protest.

A Proposer is an Affected Proposer only if the Proposer would be eligible for a Contract award in the event the protest was successful and is protesting for one or more of the following reasons as specified in ORS 279B.410: • • • •

All higher ranked Proposals are non-Responsive; ORCA failed to conduct an evaluation of Proposals in accordance with the criteria or process described in RFP 2024-2; ORCA abused its discretion in rejecting the protestor’s Proposal as nonResponsive; or ORCA’s evaluation of Proposal or determination of award otherwise violates ORS Chapter 279B or ORS Chapter 279A.

If ORCA receives only one Proposal, ORCA may elect to dispense with the evaluation process and Intent to Award protest period and proceed directly with contract negotiations and award with the sole Proposer.

5.2.1.1

Protests must: • Be delivered to the SPC via email with subject line of “RFP 2024-2 Award Protest” • Identify Proposer’s name and contact information • Be signed by an authorized representative • Specify the grounds for the protest • Be received within 7 calendar days of the Intent to Award notice

5.2.2

Response to Protest

ORCA will address all timely submitted protests within a reasonable time and will issue a written decision to the respective Proposer. Protests that do not include the required information may not be considered by ORCA. 5.3

APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS

Proposer selected for a Contract award under RFP 2024-2 will be required to submit additional information and comply with the following: 5.3.1

Taxpayer Identification Number

Proposer shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form when requested by ORCA or when the backup withholding status or any other relevant information of Proposer has changed since the last submitted W-9 form, if any.

5.3.2

Business Registry

If selected for award, Proposer shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. Visit http://sos.oregon.gov/business/pages/register.aspx for Oregon Business Registry information.

5.3.3

Pay Equity Certification

If selected for award and the Contract value exceeds $500,000 and Proposer employs 50 or more full-time workers, Proposer shall submit to ORCA a true and correct copy of an unexpired Pay Equity Compliance Certificate, issued to the Proposer by the Oregon Department of Administrative Services. For instructions on how to obtain the Certificate, visit https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx.

ORS 279B.110(2)(f) requires that Proposer provide this prior to execution of the Contract.

5.3.4

Nondiscrimination in Employment

As a condition of receiving the award of a Contract under RFP 2024-2, Proposer must certify by their Signature on Attachment B - Proposer Information and Certification Sheet, in accordance with ORS 279A.112, that it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault, or unlawful discrimination.

5.4

CONTRACT NEGOTIATION

5.4.1

Negotiation

After selection of a successful Proposer, ORCA may enter into contract negotiations with the successful Proposer. By submitting a Proposal, Proposer agrees (1) to comply with the requirements of RFP 2024-2, and (2) that all proposed terms of service provision of a Proposal, and the prices listed on a submitted Price Proposal Form, shall constitute a final and binding offer of Proposer throughout the duration of contract negotiations.

In the event that the parties have not reached mutually agreeable terms within thirty (30) calendar days of commencement of negotiations, ORCA, at its discretion, may terminate negotiations and commence contract negotiations with the next highest ranking Proposer.

SECTION 6: ADDITIONAL INFORMATION 6.1

GOVERNING LAWS AND REGULATIONS

RFP 2024-2 is governed by the laws of the State of Oregon. Venue for any administrative or judicial action relating to RFP 2024-2, evaluation and award is the Circuit Court of Linn County for the State of Oregon; provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by ORCA of any form of defense or immunity, or as consent to the jurisdiction of any court.

6.2

OWNERSHIP/PERMISSION TO USE MATERIALS

All Proposals are public record and are subject to public inspection after ORCA issues the Notice of the Intent to Award. Application of the Oregon Public Records Law will determine whether any information is actually exempt from disclosure.

All Proposals submitted in response to RFP 2024-2 become the property of ORCA. By submitting a Proposal in response to RFP 2024-2, Proposer grants to ORCA a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Proposal solely for the purpose of evaluating the Proposal, negotiating a Contract, if awarded to Proposer, or as otherwise needed to administer the RFP process, and to fulfill obligations under Oregon Public Records Law (ORS 192.311 through 192.478). Proposals, including supporting materials, will not be returned to Proposer unless the Proposal is submitted late.

6.3

CANCELLATION OF RFP; REJECTION OF PROPOSAL; NO DAMAGES.

Pursuant to ORS 279B.100, ORCA may reject any or all Proposals in-whole or in-part, or may cancel RFP 2024-2 at any time when the rejection or cancellation is in the best interest of ORCA, as determined by ORCA. ORCA shall not be liable to any Proposer for any loss or expense caused by or resulting from the delay, suspension, or cancellation of the RFP, award, or rejection of any Proposal.

6.4

COST OF SUBMITTING A PROPOSAL

Proposer shall pay all the costs in submitting its Proposal, including, but not limited to, the costs to prepare and submit the Proposal, costs of samples and other supporting materials, costs to

participate in demonstrations, or costs associated with protests.

6.5

RECYCLABLE PRODUCTS

Proposer shall use recyclable products to the maximum extent economically feasible in the performance of the Services or Work set forth in this document and the subsequent Contract.

(ORS 279B.025).

ATTACHMENT A PRICE PROPOSAL FORM INSTRUCTIONS Create and include with the Proposal a Price Proposal document itemizing the cost for each service listed in the Scope of Work.

Show the unit and/or per-student pricing for each service, and total per contract year price for each proposed deliverable, including any additional fees and expenses proposed to be charged.

Please note and account for any pricing variations based on proposed service addons or service alternatives, and account for and explain any prospective price increases over the life of the Contract.

Finally, provide also a total Contract price, and a proposed monthly payment schedule over the life of the Contract.

ATTACHMENT A – PRICE PROPOSAL FORM INSTRUCTIONS 52802-77231 4890-1358-6909.4

ATTACHMENT B PROPOSER INFORMATION AND CERTIFICATION SHEET Legal Name of Proposer: Address:

City, State, Zip:

State of Incorporation: Contact Name:

Entity Type: Telephone:

Email:

Oregon Business Registry Number (if required): Any individual signing below hereby certifies they are an authorized representative of Proposer and that:

1. Proposer understands and accepts the requirements of RFP 2024-2 for Virtual Charter School Curriculum and Technology Management Services.. By submitting a Proposal, Proposer agrees to be bound by the Contract terms and conditions in Attachment A and as modified by any Addenda, except for those terms and conditions that Agency has reserved for negotiation, as identified in the RFP. 2. Proposer acknowledges receipt of any and all Addenda to RFP 2024-2.

3. Proposal is a Firm Offer for 180 days following the Closing.

4. If awarded a Contract, Proposer agrees to perform the scope of work and meet the performance standards set forth in the final negotiated scope of work of the Contract.

5. I have knowledge regarding Proposer’s payment of taxes and by signing below I hereby certify that, to the best of my knowledge, Proposer is not in violation of any tax laws of the state or a political subdivision of the state, including, without limitation, ORS 305.620 and ORS chapters 316, 317 and 318.

6. Proposer does not discriminate in its employment practices with regard to race, creed, age, religious affiliation, gender, disability, sexual orientation, national origin. When awarding subcontracts, Proposer does not discriminate against any business certified under ORS 200.055 as a disadvantaged business enterprise, a minority-owned business, a womanowned business, a business that a service-disabled veteran owns or an emerging small business. If applicable, Proposer has, or will have prior to contract execution, a written policy and practice, that meets the requirements described in ORS 279A.112 (formerly HB 3060), of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. ORCA may not enter into a contract

with an anticipated contract price of $150,000 or more with a Proposer that does not certify it has such a policy and practice. See https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx for additional information and sample policy template.

7. Proposer complies with ORS 652.220 and does not unlawfully discriminate against any of Proposer’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class.

“Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age.

Contractor’s continuing compliance constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

8. Proposer is not engaged in the provision of broadband Internet access service, or if at any time Proposer is engaged in or may engage in the provision of broadband Internet access service Proposer is in compliance with Oregon Laws 2018, Chapter 88 (HB 4155) and applicable Public Utility Commission rules, and will remain in compliance throughout the term of the Contract.

9. Proposer and Proposer’s employees, agents, and subcontractors are not included on: A. the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf., or B. the government wide exclusions lists in the System for Award Management found at: https://www.sam.gov/portal/ 10. Proposer certifies that, to the best of its knowledge, there exists no actual or potential conflict between the business or economic interests of Proposer, its employees, or its agents, on the one hand, and the business or economic interests of ORCA, on the other hand, arising out of, or relating in any way to, the subject matter of the RFP. If any changes occur with respect to Proposer’s status regarding conflict of interest, Proposer shall promptly notify ORCA in writing.

11. Proposer certifies that all contents of the Proposal (including any other forms or documentation, if required under RFP 2024-2) and this Proposal Certification Sheet are truthful and accurate and have been prepared independently from all other Proposers, and without collusion, fraud, or other dishonesty.

12. Proposer understands that any statement or representation it makes, in response to RFP

2024-2, if determined to be false or fraudulent, a misrepresentation, or inaccurate because of the omission of material information could result in a "claim" {as defined by the Oregon False Claims Act, ORS 180.750(1)}, made under Contract being a "false claim" {ORS 180.750(2)} subject to the Oregon False Claims Act, ORS 180.750 to 180.785, and to any liabilities or penalties associated with the making of a false claim under that Act. 13. Proposer acknowledges these certifications are in addition to any certifications required in the Contract and Statement of Work in Attachment A at the time of Contract execution.

Authorized Signature

(Printed Name and Title)

Date

ATTACHMENT C RESPONSIBILITY INQUIRY ORCA will determine responsibility of a Proposer prior to award and execution of a Contract. In addition to this form, Agency may notify Proposer of other documentation required, which may include but is not limited to recent profit-and-loss history, current balance statements and cash flow information, assets-to-liabilities ratio, including number and amount of secured versus unsecured creditor claims, availability of short and long-term financing, bonding capacity, insurability, credit information, materials and equipment, facility capabilities, personnel information, record of performance under previous contracts, etc. Failure to promptly provide requested information or clearly demonstrate responsibility may result in an Agency finding of non-responsibility and rejection.

1.

Does Proposer have available the appropriate financial, material, equipment, facility and personnel resources and expertise, or ability to obtain the resources and expertise, necessary to demonstrate the capability of Proposer to meet all contractual responsibilities? YES / NO .

2.

Within the last five years, how many contracts of a similar nature has Proposer completed that, to the extent that the costs associated with and time available to perform the contract remained within Proposer′s control, Proposer stayed within the time and budget allotted, and there were no contract claims by any party? Number: How many contracts did not meet those standards? Number:

If any, please explain.

Response: 3.

Within the last three years has Proposer (incl. a partner or shareholder owning 10% or more of Proposer’s firm) or a major subcontractor (receiving 10% or more of a total contract amount) been criminally or civilly charged, indicted or convicted in connection with: • obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract, • violation of federal or state antitrust statutes relating to the submission of bids or Proposals, or • embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property? YES / NO .

If "YES," indicate the jurisdiction, date of indictment, charge or judgment, and names and summary of charges in the response field below.

Response: 4.

Within the last three years, has Proposer had:

•

any contracts terminated for default by any government agency, or

any lawsuits filed against it by creditors or involving contract disputes? YES

/NO

.

If "YES," please explain. (With regard to judgments, include jurisdiction and date of final judgment or dismissal.)

Response: 5.

Does Proposer have any outstanding or pending judgments against it? YES

/ NO

.

Is Proposer experiencing financial distress or having difficulty securing financing?

YES / NO .

Does Proposer have sufficient cash flow to fund day-to-day operations throughout the proposed contract period? YES / NO If "YES” on the first question or second question, or “NO” on the third question, please provide additional details.

Response: 6.

Within the last three years, has Proposer filed a bankruptcy action, filed for reorganization, made a general assignment of assets for the benefit of creditors, or had an action for insolvency instituted against it? YES / NO .

If "YES," indicate the filing dates, jurisdictions, type of action, ultimate resolution, and dates of judgment or dismissal, if applicable.

Response: 7.

Does Proposer have all required licenses, insurance and/or registrations, if any, and is Proposer legally authorized to do business in the State of Oregon? YES /NO .

If "NO," please explain.

Response: 8.

Pay Equity Certificate. This certificate is required if Proposer employs 50 or more fulltime workers and the prospective contract price is estimated to exceed $500,000. Does a current authorized representative of Proposer possess an unexpired Pay Equity Certificate issued by the Oregon Department of Administrative Services? YES / NO / N/A .

[If the certificate was provided with the Bid or Proposal submitted for a solicitation related to the prospective contract, then it is not necessary to resubmit it. Just indicate “see Bid” or “see Proposal” in the response field. Otherwise, if applicable, submit a copy of the certificate with this form.]

Response:

AUTHORIZED SIGNATURE By signature below, the undersigned Authorized Representative on behalf of Proposer certifies to the best of their knowledge and belief that the responses provided on this form are complete, accurate, and not misleading.

Proposer Name:

RFP: 2024-2 Project Name: Virtual Charters School Curriculum and Technology Management Services

Authorized Signature

Date

Print Name

Title

ATTACHMENT D DISCLOSURE EXEMPTION AFFIDAVIT (Affiant), being first duly sworn under oath, and representing [insert Proposer Name] (hereafter “Proposer”), hereby deposes and swears or affirms under penalty of perjury that: 1.

I am an employee of the Proposer, I have knowledge of the Request for Proposals referenced herein, and I have full authority from the Proposer to submit this affidavit and accept the responsibilities stated herein.

2.

I am aware that the Proposer has submitted a Proposal, dated on or about [insert date] (the “Proposal”), to Oregon Charter Academy in response to Request for Proposals 2024-2, for virtual charter school curriculum and technology management services, and I am familiar with the contents of RFP 2024-2 and Proposal.

3.

I have read and am familiar with the provisions of Oregon’s Public Records Law, Oregon Revised Statutes (“ORS”) 192.311 through 192.478, and the Uniform Trade Secrets Act as adopted by the State of Oregon, which is set forth in ORS 646.461 through ORS 646.475. I understand that the Proposal is a public record held by a public body and is subject to disclosure under the Oregon Public Records Law unless specifically exempt from disclosure under that law.

4.

I have reviewed the information contained in the Proposal. The Proposer believes the information listed in Exhibit A is exempt from public disclosure (collectively, the “Exempt Information”), which is incorporated herein by this reference. It is my opinion that the Exempt Information is exempt from disclosure under Oregon’s Public Records Law under the specifically designated sections as set forth in Exhibit A or constitutes “Trade Secrets” under either the Oregon Public Records Law or the Uniform Trade Secrets Act as adopted in Oregon because that information is either: A. A formula, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information that: i. ii.

is not patented, is known only to certain individuals within the Proposer’s organization and that is used in a business the Proposer conducts,

iii.

has actual or potential commercial value, and

iv.

gives its user an opportunity to obtain a business advantage over competitors who do not know or use it. or

B. Information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that:

5.

i.

Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and

ii.

Is the subject of efforts by the Proposer that are reasonable under the circumstances to maintain its secrecy.

I understand that disclosure of the information referenced in Exhibit A may depend on official or judicial determinations made in accordance with the Public Records Law.

________________________________________________

Affiant’s Signature STATE OF ___________) ) ss: County of ___________) Signed and sworn to before me on ___________ (date) by ______________________ (Affiant’s name). ________________________________________________ Notary Public for the State of _________________ My Commission Expires: _________

EXHIBIT A TO ATTACHMENT D Proposer identifies the following information as exempt from public disclosure under the following designated exemption(s):

ATTACHMENT E SAMPLE SERVICES AGREEMENT OREGON CHARTER ACADEMY (“ORCA”) AGREEMENT FOR VIRTUAL CHARTER SCHOOL CURRICULUM AND TECHNOLOGY MANAGEMENT SERVICES This Virtual Charter School Curriculum and Technology Management Services Agreement (this “Agreement”) is entered into by and between Oregon Charter Academy (“ORCA”), an Oregon nonprofit corporation and public charter school operating pursuant to ORS Chapter 338, and ___________________, a/an _______________________(“Contractor”) and is effective as of the Effective Date (defined below).

RECITALS A. ORCA has been authorized to operate a public virtual charter school by the Santiam Canyon School District 129J (the “Authorizer”) pursuant to ORCA’s current charter agreement with Authorizer, expiring on June 30, 2020 (the “Charter”), as well as ORS Chapter 338 and other applicable laws.

B. ORCA’s existing Agreement for virtual charter school curriculum and technology management services expires on June 30, 2025.

C. ORCA desires to engage a contractor to provide Virtual Charter School Curriculum and Technology Management Services (“Services” as further identified and defined herein) after the expiration of ORCA’s existing contract. To that end, ORCA issued a Request for Proposal for the Services on September 16, 2024, and conducted a public procurement process for the Services pursuant to ORS Chapters 279A and 279B (the “RFP 2024-2”).

D. Contractor submitted a timely and responsive proposal on or before the Closing Date and Time as set forth in RFP 2024-2.

E. After an evaluation process conducted pursuant to the terms of RFP 2024-2, ORCA determined Contractor to be the successful proposer to RFP 2024-2.

F. ORCA and Contractor (the “Parties”) are entering into this Agreement to set forth the obligations and duties of each Party with respect to the provision of Services by Contractor on behalf of ORCA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties mutually agree to be bound as follows: AGREEMENT In consideration of the foregoing recitals and the mutual terms and conditions set forth below, ORCA and Contractor agree as follows: 1. DEFINITIONS.

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1.1.

“Authorized Representative” means a person representing a party to this Agreement who is authorized to make commitments and decisions on behalf of the party regarding the performance of this Agreement. Contractor’s Authorized Representative is the person so identified in Exhibit D. ORCA’s Authorized Representative is the person so identified in Exhibit E.

1.2.

“Authorizer” means the Santiam Canyon School District 129J, or any successor authorizer of a Charter with ORCA during the term of this Agreement.

1.3.

“Charter” means that current agreement between ORCA and Authorizer allowing for the operation of ORCA as an Oregon public charter school.

1.4.

“Confidential Information” “Confidential Information” means any and all information disclosed by either party to the other that relates to the parties’ proprietary information, technology, know-how, research and development, or business which is of value to such disclosing party, including, without limitation, processes, know-how, designs, software, flow charts, logic diagrams, business plans, negotiations and contracts with other companies, financial statements, cost and expense data, marketing strategies, customer lists, ORCA educational content, curricula, teaching outlines, lesson plans, testing processes and procedures, ORCA Student Records and other student-related personal information, pricing, terms, personnel matters and other personnel-related personal information.

1.5.

“Contractor Intellectual Property” means any intellectual property that is owned

by Contractor, documentation, and derivative works and compilations of any Contractor Intellectual Property.

1.6.

“Curriculum” shall mean all course and lesson plans, and related course materials, worksheets, workbooks, textbooks, and the like created by ORCA teachers and staff prior to and during the Term of this Agreement, whether or not created in conjunction with any Services provided by Contractor under this Agreement.

1.7.

“Key Persons” means Contractor’s Authorized Representative, the Project Manager, and all other Contractor personnel designated as Key Persons in Exhibit D.

1.8.

“ORCA Intellectual Property” means any intellectual property that is owned by ORCA, including Curriculum. ORCA Intellectual Property includes any derivative works and compilations of any ORCA Intellectual Property.

1.9.

“Proposal” means Contractor’s proposal in response to the RFP, including its price proposal, and all addenda, exhibits, schedules, and attachments thereto, whether originally or later submitted.

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1.10.

“RFP” means ORCA’s Request for Proposal 2024-2 for Virtual Charter School Curriculum and Technology Management Services and all addenda, exhibits, schedules, and attachments thereto, whether originally or later issued.

1.11.

“Services” means all effort to be expended by Contractor under the Agreement, including advice and expertise, and development and delivery of Curriculum.

1.12.

“Services Product” means everything that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s permitted subcontractors or agents (either alone or with others) pursuant to the Agreement, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, Services of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registrable under copyright or similar statutes or subject to analogous protection). Notwithstanding anything in the immediately preceding sentence to the contrary, Services Product is not ORCA Intellectual Property, Contractor Intellectual Property, or Third Party Intellectual Property. Services Product shall not include Curriculum.

1.13.

“State” means the State of Oregon.

1.14.

“Statement of Services” or “SOS” means the documents that define and describe the Services to be provided by Contractor, including the RFP, Proposal, and any other items as agreed by the Parties and attached hereto as Exhibit A, including as amended pursuant to Section 8.

1.15.

“Student Records” means those “educational records,” as defined in the Family Education Rights and Privacy Act (“FERPA”), 20 USC 1232g (a)(4)(A), which ORCA is required to manage and retain in accordance with state law, as well as all other student-related personal information.

1.16.

“Term” shall mean the duration of this Agreement defined in Section 3 as may hereafter be renewed, extended, or terminated early pursuant to the Agreement.

1.17.

“Third Party Intellectual Property” means any intellectual property owned by parties other than ORCA or Contractor. Third Party Intellectual Property includes software owned by Third Parties, and derivative works and compilations of any Third Party Intellectual Property.

2. CONTRACT DOCUMENTS. This following documents, all terms and conditions of which are hereby incorporated by reference, collectively comprise the Contract: 2.1.

This Agreement (the “Agreement”);

2.2.

Statement of Services (“SOS”), attached hereto as Exhibit A;

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2.3.

Pricing Schedule, attached hereto as Exhibit B;

2.4.

Insurance Requirements, attached hereto as Exhibit C

2.5.

Contractor’s Key Person Designations, attached hereto as Exhibit D;

2.6.

ORCA’s Key Person Designations, attached hereto as Exhibit E;

2.7.

ORCA’s RFP 2024-2 for Virtual Charter School Curriculum and Technology Management Services and all addenda, exhibits, schedules, and attachments thereto, whether originally or later issued; and

2.8.

Contractor’s _________ Proposal, including the Pricing Proposal, submitted in response to ORCA’s RFP, and all addenda, exhibits, schedules, and attachments thereto, whether originally or later submitted.

3. TERM. The Effective Date of this Agreement is July 1, 2025, or the date on which this Agreement is fully executed and approved according to applicable laws, rules and regulations, whichever is later. This Agreement terminates on June 30, 2030, unless otherwise terminated or extended in accordance with its terms. This Agreement may be extended for a period of five (5) years, upon the same terms and conditions, and as mutally agreed upon by the parties.

4. SERVICES. 4.1. Instructional and Leadership Support 4.1.1. Annual SPED budget and program review when requested by an ORCA-appointed staff member; 4.1.2. Special Education consulting when requested by ORCA appointed staff member; 4.1.3. Audit curriculum created by ORCA teachers, ensuring that the curriculum (1) aligns with Oregon state standards; (2) is accessible for all students; (3) is appropriate to grade and age levels; and (4) Supports ORCA’s Mission and Vision; 4.1.4. Consultation of school-based curriculum purchases; and 4.1.5. Support with (1) operations; (2) administrative supervision; (3) collaborate on the evaluation of the executive director; and (4) be the point of contact for the school with the Contractor.

4.2. Curriculum Services 4.3. Student curriculum services 4.3.1. Ordering and building curriculum kits; 4.3.2. Warehousing and inventorying; and 4.3.3. Shipping and tracking.

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4.4. Technical Services 4.4.1. Platform licensing integration and management of: 4.4.1.1.

Instructure/Canvas;

4.4.1.2.

Securly and Jamf;

4.4.1.3.

Zendesk and Zoom; and

4.4.1.4.

PowerSchool and Cloud Hosting for custom services.

4.4.2. Student and staff help ticket service, including 4.4.2.1.

Chat and voice help ticket services; and

4.4.2.2.

Help article creation

4.5. Social Media/Marketing Services 4.5.1. Management of Charter Connect Marketing Service; 4.5.2. Manage of local public relations contract; 4.5.3. Graphic and digital design; and 4.5.4. Google analytics, including: 4.5.4.1.

Search engine, display, and social media marketing optimizations.

4.6. Staff Hardware Services 4.6.1. Staff Macbook device purchasing, or other device as directed by the school; 4.6.2. Staff perifial purchasing and tracking, including: 4.6.2.1.

Monitors;

4.6.2.2.

Document cameras; and

4.6.2.3.

Keyboards and mice.

4.6.3. Staff device tracking; 4.6.4. Jamf admin device setup and maintenance; 4.6.5. Shipping, repairing, and replacing all staff device and hardware; and 4.6.6. Warehousing, storing, and updating staff devices and hardware.

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4.7. Student Hardware Services 4.7.1. Student 1 to 1 Chromebook device purchasing 4.7.2. BluSky, UPS and PowerSchool tracking/updating, 4.7.3. Shipping – deploying and receiving; 4.7.4. Repairing, replacing, storing, and updating devices; 4.7.5. Supplemental asset purchasing and management; and 4.7.6. Kajeet HotSpot management.

4.8. Website Management 4.8.1. Website functionality consulting and updating; 4.8.2. Utilizing search engine optimization; and 4.8.3. Producing and managing social media marketing.

4.9. Onboarding Management 4.9.1. Creating and updating of student onboarding courses for both elementary and secondary students; and 4.9.2. Creating and updating of staff onboarding course.

5. CONTRACTOR’S PERSONNEL. 5.1. Key Persons. Contractor acknowledges and agrees that ORCA selected Contractor, and is entering into this Agreement, in part because of the special qualifications of Contractor's Key Persons identified in Exhibit D and the RFP. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Agreement to another of Contractor employee(s) without first obtaining the written consent of the ORCA. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the ORCA with the required expertise, experience, judgment, and personal attention, without first obtaining ORCA's written consent to such re-assignment or transfer, which ORCA will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without ORCA’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that ORCA approve a reassignment or transfer of the Key Persons, or if Contractor must replace Key Persons, ORCA may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key

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Person being replaced. Any replacement personnel approved by ORCA will thereafter be deemed a Key Person for purposes of this Agreement and Exhibit D deemed amended to include such Key Person.

5.2. Project Manager. Contractor shall designate a Project Manager as a Key Person for the Services. The Project Manager shall be familiar with ORCA’s business operations and objectives. The Project Manager will participate with ORCA in periodic review sessions to occur not less than three (3) times per month throughout the Term, and will present at least annually to the ORCA Board of Directors, not later than June 30 after the end of each school year during the Term concerning the Services and progress toward the Performance Indicators identified in the SOS. The Project Manager will provide at ORCA’s request information and reports concerning the status and provision of the Services.

5.3. Contractor’s Employees and Subcontractors. Contractor shall not use subcontractors to perform the Services without ORCA’s prior written consent. Contractor represents that any employees assigned to perform the Services, and any authorized subcontractors performing the Services, will perform the Services in accordance with the warranties set forth in Section 12 of this Agreement.

5.4. Anti-Discrimination. Contractor certifies that Contractor has a written policy and practice that meets the requirements ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Agreement, to maintain such policy and practice in force during the entire Agreement term. Contractor’s failure to maintain such policy and practice constitutes a breach entitling ORCA to terminate this Agreement for cause.

5.5. Pay Equity. As required by ORS 279B.235, Contractor shall comply with ORS 652.220 and not unlawfully discriminate against any of its employees in the payment of wages or other compensation for Services of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, gender including actual or perceived gender identity, national origin, marital status, veteran status, disability, or age.

Contractor’s compliance with this section is a material term of this Agreement, and Contractor’s failure to comply constitutes a breach entitling ORCA to terminate this Agreement for cause.

5.5.1. As required by ORS 279B.235, Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

6. INDEPENDENT CONTRACTOR; TAXES AND WITHHOLDING.

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6.1. Independent Contractor. Contractor is engaged by ORCA as an independent contractor in accordance with the standards prescribed in ORS 670.600. Contractor declares and certifies by execution of this Agreement that it is not an “officer,” “employee,” or “agent” of ORCA, as those terms are used in ORS 30.265.

6.2. No Partnership. This Agreement is not intended, and will not be construed, to create a partnership or joint venture between ORCA and Contractor.

6.3. Declaration and Certification as to Conflict of Interest. Contractor by execution of this Agreement declares and certifies that (i) its performance of the Services creates no potential or actual conflict of interest as defined by ORS Chapter 244, for Contractor or any Contractor personnel who will perform Services under this Agreement, and (ii) in the event that Contractor or its personnel are either employed by or performing services for the federal government, that no rules or regulations of ORCA for which Contractor or its personnel are employed prohibit Contractor or its personnel from providing the Services under this Agreement.

6.4. Responsible for Taxes. Contractor is responsible for all federal and state taxes applicable to compensation and other payments paid to Contractor under this Agreement.

6.5. Compliance with Tax Laws. Contractor shall, throughout the duration of this Agreement, comply with all tax laws of the State and all applicable tax laws of any political subdivision of the State. Any violation of this Section or of Contractor’s warranty in Section 12.1.7 constitutes a material breach of this Agreement, entitles ORCA to terminate this Agreement, to pursue and recover damages that arise from the breach and the termination of this Agreement, and to pursue all other remedies available under this Agreement, at law, or in equity.

6.6. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State, Corporation Division, all information required by those agencies relative to this Agreement. Contractor shall demonstrate its legal capacity to perform the Services under this Agreement in the State of Oregon before entering into this Agreement.

6.7. Disclosure of Federal Tax Identification Number. Contractor shall provide ORCA with Contractor’s federal Tax Identification Number. This number is requested pursuant to ORS 305.385, OAR 125-246-0330(2)(d), and OAR 150-305.100.

7. COMPENSATION. 7.1. Payments. ORCA agrees to pay Contractor for and in consideration of the faithful performance of the Services, and Contractor agrees to accept from ORCA as and for compensation for the faithful performance of the Services, the fees set forth in the “Payment Schedule”, attached hereto and incorporated herein as Exhibit B. 7.2. Expenses. ORCA will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the SOS. Agreement for Virtual Charter School Services

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7.3. Invoices. Contractor shall provide a detailed invoice thirty (30) days prior to the due date of any payment due under the Agreement that sets forth the Services performed. Such invoices must comply with the requirements of this Section, identify the Services for which Contractor seeks compensation, and itemize and explain all authorized expenses for which reimbursement is claimed. Contractor shall submit invoices to ORCA’s Authorized Representative. ORCA will have the right to review each such invoice for compliance with the requirements of this section and any other relevant provisions of this Agreement. If ORCA deems that an invoice from Contractor is not in compliance with the requirements of this section, ORCA will promptly notify Contractor regarding any deficiencies so that Contractor may make any needed corrections.

8. AMENDMENTS AND MODIFICATIONS. This Agreement, including the SOS and Pricing Schedule, may be amended, modified, or supplemented only by a written amendment signed by ORCA and Contractor. Any amendment that provides for additional goods or Services may only provide for goods or Services directly related to the scope of goods and Services described in the RFP, and no amendment will be effective until all requisite signatures and approvals are obtained. Either ORCA or Contractor may request a change to this Agreement, including all Exhibits hereto, by submitting a written proposal describing the desired change to the other party.

9. OWNERSHIP AND LICENSES. 9.1. Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to ORCA pursuant to the Services performed under this Agreement. In the event that Services Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, Contractor grants ORCA a perpetual nonexclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative work of Contractor Intellectual Property employed in the Services Product, and to authorize others to do the same on ORCA’s behalf.

9.2. Services Product.

9.2.1. Ownership. Except as specified in Section 9.2.2, Contractor owns all Services Product. Such Services Product is subject to the license in Section 9.1.

9.2.2. Curriculum. Curriculum that is created by or resulting from the Services is not Services Product. Contractor hereby irrevocably assigns to ORCA any and all of its rights, title, and interest in all Curriculum, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon ORCA’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in ORCA. 9.3. Third Party Intellectual Property. Unless otherwise specified in Exhibit A that ORCA, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on ORCA’s behalf, in the name of ORCA and subject to ORCA’s

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approval, a license to Third Party Intellectual Property provided to ORCA by Contractor during the term of the Agreement necessary for Contractor to deliver Services. In the event that Services Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on ORCA’s behalf and in the name of ORCA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Services Product, and to authorize others to do the same on ORCA’s behalf.

9.4. ORCA Intellectual Property. ORCA owns all ORCA Intellectual Property, including Curriculum developed by ORCA, provided to or collected by Contractor pursuant to this Agreement. ORCA grants Contractor a non-exclusive, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of ORCA Intellectual Property, including Curriculum only to fulfill the purposes of this Agreement. ORCA’s license to Contractor is limited by the term of the Agreement and the confidentiality obligations of this Agreement.

9.5. No Rights. Except as expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by ORCA. Except as expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to or conferring upon ORCA any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

9.6. No Rights in Marks. Neither Party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each Party grants only the licenses and rights specified in this Agreement.

9.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Agreement precludes or limits in any way the right of Contractor to provide services similar to those contemplated in this Agreement, or, consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate; PROVIDED THAT at all times under this Agreement Contractor will provide ORCA with the resources and staffing sufficient to meet its obligation to provide the Services defined in the SOS, and as proposed in Contractor’s Proposal, and in accordance with any increases in ORCA student enrollment and staffing throughout the Term. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Agreement free of any use restriction or payment obligation to the other.

10. CONTRACTOR’S DUTIES OF CONFIDENTIALITY AND NON-DISCLOSURE. 10.1.

Confidential Information. Contractor acknowledges that it and its employees, agents, or subcontractors may, in the course of performing the Services under this

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Agreement, be exposed to or acquire information that is confidential to ORCA or ORCA’s clients. Any and all information of any form obtained by Contractor or its employees, agents, or subcontractors in the performance of this Agreement is deemed to be Confidential Information of ORCA. Contractor shall treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor) publicly known; (ii) is furnished by ORCA to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than ORCA without the obligation of confidentiality, (v) is disclosed with the written consent of ORCA, or; (vi) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

10.2.

Non-Disclosure. Contractor, its employees, agents, and subcontractors shall hold Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to ORCA hereunder, and shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall assist ORCA in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise ORCA immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and Contractor will at its expense cooperate with ORCA in seeking injunctive or other equitable relief in the name of ORCA or Contractor against any such person. Contractor shall not at any time during or after the term of this Agreement, except as directed by ORCA, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Agreement, and that upon termination of this Agreement or at ORCA’s request, Contractor shall deliver to ORCA all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

10.3.

Confidentiality Policies. Contractor shall, upon ORCA’s request, provide its policies and procedures for safeguarding Confidential Information to ORCA for ORCA’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

10.4.

Breach Notification. In the event Contractor or its subcontractors or agents discovers or is notified of a breach or potential breach of security relating to Confidential Information, including a failure to comply with Contractor’s confidentiality obligations under this Agreement, Contractor shall immediately notify ORCA’s Authorized Agreement for Virtual Charter School Services

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Representative of the breach or potential breach. If ORCA determines that the breach or potential breach requires notification of ORCA clients, stakeholders, or employees, or other notification required by law, ORCA will have sole control over the notification content, timing, and method, subject to Contractor’s obligations under applicable law.

10.5.

Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to ORCA that is inadequately compensable in damages. Accordingly, ORCA may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate mission and educational purposes of ORCA and are reasonable in scope and content.

11. CONTRACTOR’S PROPRIETARY INFORMATION; OREGON PUBLIC RECORDS LAWS. ORCA will use reasonable efforts to maintain the confidentiality of any proprietary information received from Contractor and will not use such proprietary information except to fulfill its obligations under this Agreement and applicable state and federal law. Contractor acknowledges and agrees that any obligation of ORCA to maintain the confidentiality of Contractor’s proprietary information is conditioned by and subject to ORCA’s obligations under the Oregon Public Records Laws, including ORS 192.311 to 192.478, which may require disclosure of proprietary information as a “public record” unless exempt under ORS 192.501 or ORS 192.502, and the provisions for the custody and maintenance of public records, ORS 192.005 – 192.170.

11.1.

Contractor proprietary information is any information marked or designated in writing by Contractor as “confidential” prior to initial disclosure, or information disclosed orally that is confirmed in writing as “confidential” within 10 (ten) Calendar Days of disclosure.

11.2.

ORCA may disclose and provide copies of Contractor proprietary information to the extent disclosure is required by the Oregon Public Records Law (including ORS 192.311 to 192.478). If ORCA receives from a third party any request under the Oregon Public Records Law for the disclosure of Contractor proprietary information, ORCA will notify Contractor within a reasonable period of time of the request. Contractor is exclusively responsible for defending Contractor’s position concerning the confidentiality of the requested information. Notwithstanding the foregoing, while ORCA is not required to actively assist Contractor in opposing disclosure of proprietary information, ORCA will cooperate in good faith to the extent reasonably practicable with Contractor’s efforts to protect its proprietary information.

11.3.

The confidentiality obligations imposed by this Section 11 do not apply to: (i) information that becomes part of the public domain through lawful means and without breach of any confidentiality obligation by the recipient; (ii) information subsequently and rightfully received from third parties who have the necessary rights to transfer the information without any obligation of confidentiality; (iii) information known to the ORCA prior to the effective date of this Agreement without obligation of confidentiality;

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(iv) information independently developed by ORCA and documented in writing without use of, or reference to, any Contractor proprietary information; or (v) information required to be disclosed by compulsory judicial or administrative process or by law or regulation; provided that if ORCA is required to disclose Contractor proprietary information under clause (v), ORCA will first give Contractor notice and provide such information as may reasonably be necessary to enable Contractor to take action to protect its interests.

11.4.

Injunctive Relief. ORCA acknowledges that ORCA’s use and disclosure of Contractor’s proprietary information not in accordance with this Section 11 will cause irreparable injury to Contractor that is inadequately compensable in damages.

Accordingly, Contractor may seek and obtain injunctive relief against the breach or threatened breach of this Section 11. ORCA acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Contractor and are reasonable in scope and content.

12. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES. 12.1.

Contractor’s Representations and Warranties. warrants to ORCA that:

Contractor represents and

12.1.1. Contractor has the power and authority to enter into and perform this Agreement.

12.1.2. This Agreement, when executed and delivered, will be a valid and binding obligation of Contractor enforceable according to its terms.

12.1.3. Contractor will, at all times during the term of this Agreement, be qualified to do business in the State of Oregon, professionally competent and duly licensed to perform the Services.

12.1.4. Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors perform the Services described in this Agreement in accordance with commercially reasonable standards of the industry or business most closely involved in providing the Services that Contractor is providing to ORCA pursuant to this Agreement.

12.1.5. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Services will not violate any such law, ordinance, regulation or order.

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12.1.6. Contractor’s performance under this Agreement to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for either Contractor or any Contractor personnel that will perform Services under this Agreement.

12.1.7. To the best of Contractor’s knowledge, after due inquiry, Contractor has complied and will comply with: 12.1.7.1. All tax laws of the State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; 12.1.7.2. Any tax provisions imposed by a political subdivision of the State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any Services performed

by Contractor; 12.1.7.3. Any tax provisions imposed by a political subdivision of the State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and 12.1.7.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

13. INDEMNITIES. 13.1.

Contractor’s Indemnity. To the extent not covered by insurance or not barred by any law, Contractor shall defend, indemnify and hold ORCA, and its respective agents and employees, harmless against and from all costs, expenses, damages, injury or loss (including reasonable attorney’s fees) to which ORCA and its respective agents and employees may be subject by reason of any wrongdoing, misconduct, negligence, or default, including any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use by Contractor of ORCA’s Confidential Information, including Student Records and/ or other student-related personal information, and any claim against ORCA, which, if true, would constitute a breach by Contractor of any of the representations, warranties, or covenants set forth in this Agreement, by Contractor, its agents, employees, or assigns in the execution or performance of this Agreement. This indemnification shall not apply to any liability claims or demands resulting from the negligence or wrongful act or omission of any ORCA director, officer, agent, or employee. This indemnification, defense and hold harmless obligation on behalf of ORCA shall survive the termination of this Agreement. ORCA shall have the right, at its own expense, to participate in the defense of any suit, without relieving Contractor of any of its obligations hereunder.

13.2.

ORCA’s Indemnity. To the extent not covered by insurance or not barred by any law, ORCA shall defend, indemnify and hold Contractor, and its respective agents and employees, harmless against and from all costs, expenses, damages, injury or loss (including reasonable attorney’s fees) to which Contractor and its respective agents and employees may be subject by reason of any wrongdoing, misconduct, negligence, or default, including any claim, proceeding, loss or damages based upon any use, misuse, or Agreement for Virtual Charter School Services

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unauthorized use by ORCA of Contractor’s Confidential Information, including Student Records and/ or other student-related personal information, and any claim against Contractor, which, if true, would constitute a breach by ORCA of any of the representations, warranties, or covenants set forth in this Agreement, by ORCA, its agents, employees, or assigns in the execution or performance of this Agreement. This indemnification shall not apply to any liability claims or demands resulting from the negligence or wrongful act or omission of any director, officer, agent, or employee of Contractor. This indemnification, defense and hold harmless obligation on behalf of Contractor shall survive the termination of this Agreement. Contractor shall have the right, at its own expense, to participate in the defense of any suit, without relieving ORCA of any of its obligations hereunder.

13.3.

C.

Insurance. Contractor shall provide evidence of insurance as required by Exhibit

14. EVENTS OF DEFAULT. 14.1.

Default by Contractor. Contractor will be in default under this Agreement if:

14.1.1. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings which are not dismissed within sixty (60) Calendar Days of their commencement, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or 14.1.2. Contractor commits actions reasonably determined by ORCA to endanger the reputation or purposes of ORCA ; or 14.1.3. Contractor no longer holds a license or certificate that is required for Contractor to perform the Services and Contractor has not obtained such license or certificate within thirty (30) Business Days after delivery of ORCA’s notice or such longer period as ORCA may specify in such notice; or 14.1.4. Contractor commits any material breach of any covenant, warranty, obligation or certification under this Agreement, fails to perform the Services in conformance with the specifications and warranties provided herein, or clearly manifests an intent not to perform future obligations under this Agreement, and such breach or default is not cured, or such manifestation of an intent not to perform is not corrected by reasonable written assurances of performance within thirty (30) Business Days after delivery of ORCA’s notice or such longer period as ORCA may specify in such notice.

14.2.

Default by ORCA. ORCA will be in default under this Agreement if:

14.2.1. ORCA institutes or has instituted against it insolvency, receivership or bankruptcy proceedings which are not dismissed within sixty (60) Calendar Days of their commencement, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

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14.2.2. ORCA fails to pay Contractor any amount pursuant to the terms of this Agreement, and ORCA fails to cure such failure within thirty (30) Business Days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice; or 14.2.3. ORCA commits any material breach or default of any covenant, warranty, or obligation under this Agreement, fails to perform its commitments hereunder within the time specified or any extension thereof, and ORCA fails to cure such failure within thirty (30) Business Days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice.

14.3.

If a default remains uncured after receipt of the notices described in Sections 14.1 and 14.2 above, termination of this Agreement shall be effective as of the expiration of the applicable cure period set forth.

15. TERMINATION. 15.1.

ORCA’s Right to Terminate. ORCA may, at its sole discretion, terminate this Agreement, as follows: 15.1.1. In addition to any other rights and remedies ORCA may have under this Agreement, ORCA may terminate this Agreement, in whole or in part, immediately upon written notice to Contractor of Contractor’s uncured default under Section 14.3.

15.1.2. ORCA may terminate this Agreement if ORCA fails to receive State School fund allocations, appropriations, or other funding contemplated by its Charter, or any successor agreement with its Authorizer, at levels sufficient to pay for Contractor’s Services.

15.1.3. ORCA may terminate this Agreement if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the performance of the Services under this Agreement is prohibited or ORCA is prohibited from paying for such Services from the planned funding source.

15.2.

Contractor’s Right to Terminate for Cause. Contractor may terminate this Agreement upon written notice of ORCA’s uncured default under Section 14.3.

15.3.

Mutual Termination. The parties may agree to terminate this Agreement upon at least thirty (30) Calendar Days’ prior written agreement.

15.4.

Timing. Termination of this Agreement shall only occur at the end of a school year unless such termination is the result of Sections 15.1 or 15.2.

15.5.

Return of Property. Upon termination of this Agreement for any reason whatsoever, Contractor shall immediately deliver to ORCA all of ORCA’s property, which includes ORCA’s Confidential Information and Curricula that are in the possession or under the control of Contractor in whatever stage of development and form of recordation such ORCA property is expressed or embodied at that time. ORCA shall also

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return to Contractor all Contractor property in its possession, including a good faith effort to recover and return to Contractor staff laptops and related technology. ORCA shall not be responsible or financially liable for the return of Student Equipment, as defined in Section 4.3.3, and Contractor shall make all arrangements for the return of such equipment.

16. TRANSITION SERVICES. Contractor shall provide the following transition services to support a responsible and secure transition of Services to another service provider or to ORCA (“Transition Services”): 16.1.

Services Generally. Upon receipt of a notice prior to expiration that ORCA will engage Contractor’s Transition Services, or receipt of notice of termination and notwithstanding the reason for termination (whether for cause or without cause and whether by Contractor or ORCA, and whether for all or some Services), Contractor shall continue to provide Services and shall provide Transition Services as described in the Transition Plan (defined below) for the period set in the notice and in the subsequent Transition Plan (the “Transition Period”), on the following conditions: 16.1.1. ORCA is up-to-date with its undisputed payment obligations at the commencement of the Transition Period, and 16.1.2. ORCA pays all undisputed invoices during the Transition Period in accordance with its obligations referenced in Section 7.

16.1.3. If during the Transition Period Contractor believes ORCA is not in compliance with the foregoing conditions, Contractor shall give ORCA written notice of such noncompliance and ORCA will have fifteen (15) Business Days, or such longer period to which the parties may agree, to correct the noncompliance before Contractor may end the Transition Period and move to the Wind-Down Phase described below.

16.1.4. Following receipt of the notice of termination (whether or not Contractor or ORCA initiated the termination), Contractor shall not, without ORCA’s prior written consent, which will not be unreasonably withheld, transfer, reassign, or otherwise redeploy any of Contractor’s personnel from providing Services under this Agreement.

16.2.

Transition Plan. Contractor and ORCA will outline a Transition Plan, which may be requested pursuant to a notice of termination or in anticipation of the Agreement expiring in accordance with its terms. The Transition Plan may serve as an update to or a confirmation of a Transition Services Task in the Statement of Services. Contractor shall deliver a detailed Transition Plan within fourteen (14) Calendar Days of ORCA’s written request, or otherwise within a timeframe agreed upon by the parties, for ORCA review.

The Transition Plan will not be effective until it is approved by ORCA. This plan will determine the nature and extent of Contractor’s Transition Services obligations and detail the transfer of Services, but must not reduce Contractor’s obligation under this Agreement to provide all Services necessary for Transition. The Transition Period will commence on the start date set in the ORCA-approved Transition Plan; provided, however, if Contractor does not deliver an acceptable Transition Plan on or before the Agreement termination

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date, then the parties will abide by a transition Transition Plan must address at least:

plan promulgated by ORCA. The

16.2.1. The respective Tasks and Deliverables to be completed by each party under the Transition Plan, and 16.2.2. A schedule pursuant to which such Tasks and Deliverables will be completed.

16.3.

Cooperation. The Parties will cooperate in good faith with each other in connection with their obligations under this Section 16 and will perform their obligations under the ORCA-approved Transition Plan. If the Transition Period extends beyond the Agreement term, the provisions of this Agreement will remain in effect for the duration of the Transition Period.

16.3.1. Contractor shall complete the transition of Services from Contractor and its subcontractors to ORCA and to any providers that ORCA designates, without causing any unnecessary interruption of or adverse impact on the Services.

16.4.

Wind-Down. Upon the later of (i) the termination of this Agreement or (ii) termination of the Transition Period, Contractor will cease to perform Services, and ORCA will pay Contractor all amounts payable to Contractor for Services delivered, and pre-approved expenses incurred through the end of the Agreement or Transition Period; provided, however, when such termination is due to the breach or bankruptcy of Contractor, ORCA will not be required to pay any amounts claimed by Contractor to be due until ORCA determines what, if any, setoffs are required and the remedies owed to ORCA are either agreed upon by Contractor through a settlement or ordered by a court of competent authority.

17. COMPLIANCE WITH APPLICABLE LAW. 17.1.

Compliance with Law Generally. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Agreement. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009 (ARRA); (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. ORCA’s performance under the Agreement is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein.

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17.2.

Tax Compliance. Contractor certifies that it has complied with the tax laws of the State and the applicable tax laws of any political subdivision of this state. Contractor shall, throughout the duration of this Agreement and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes: (i) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any Services performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

17.3.

FERPA. The Parties acknowledge and agree that under Oregon Law and 20 U.S.C. § 1232g, the Family Educational Rights and Privacy Act (“FERPA”) including any regulations promulgated thereunder, each Party has certain obligations with regard to maintaining the security, integrity and confidentiality of “education records”, as that term is defined by FERPA. The Parties agree that they shall perform their obligations under this Agreement in compliance with FERPA and any regulations promulgated thereunder.

The Parties shall also maintain Student Records in accordance with any other applicable state, local and federal laws.

17.4.

Changes in Law Affecting Performance. Each party hereby agrees to immediately provide notice to the other of any change in law, or any other legal development, which may significantly affect its ability to perform its obligations in accordance with the provisions of this Agreement. Each party shall monitor changes in federal and state laws, ordinances, and regulations applicable to its performance hereunder, and will be deemed aware of such changes within thirty (30) Calendar Days of the enactment of any such change.

18. DISPUTE RESOLUTION. 18.1.

Litigation. Any claim, action, suit, or proceeding (collectively, “Claim”) between ORCA and Contractor that arises from or relates to this Agreement must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF THESE COURTS, WAIVES ANY OBJECTION TO VENUE IN THESE COURTS, AND WAIVES ANY CLAIM THAT THESE COURT ARE INCONVENIENT FORUMS. 18.2.

Governing Law. This Agreement is governed by and construed according to the laws of the State of Oregon without regard to principles of conflict of laws.

19. RECYCLING. To the maximum extent economically feasible in the performance of the Agreement, Contractor shall use recycled paper (as defined in ORS 279A.010(1)(gg)), Agreement for Virtual Charter School Services

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recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii).

20. RECORDS MAINTENANCE AND ACCESS. Contractor shall maintain all financial records and other records relating to its performance under this Agreement in accordance with generally accepted accounting principles and in such a manner as to clearly document Contractor’s performance. Contractor acknowledges and agrees that ORCA, the Oregon Secretary of State, the Oregon Department of Education, the federal government, and their duly authorized representatives will have reasonable access, at their own cost and expense and only following reasonable notice to Contractor, to such records, in paper or electronic form, and to related systems and tools (including hardware and software), to perform examinations and audits and make excerpts and transcripts, including forensic data. Contractor shall retain and keep accessible all such records for a minimum of six (6) years, or such longer period as may be required by applicable law, following termination of this Agreement, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever date is later.

21. SURVIVAL. All rights and obligations cease upon termination or expiration of this Agreement, except for the rights and obligations and declarations which expressly or by their nature survive termination of this Agreement, including without limitation this Section 21, and provisions regarding Agreement definitions, ownership and license of intellectual property and Curriculum, ORCA’s and Contractor’s duties of confidentiality and non-disclosure, Contractor’s representations and warranties, remedies, return of ORCA property, dispute resolution, maintenance and access to records, notices, severability, successors and assigns, third party beneficiaries, waiver, headings, and integration.

22. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence under this Agreement for Services identified in the Statement of Services.

23. FORCE MAJEURE. Neither ORCA nor Contractor will be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay is wholly or principally caused by acts or events beyond its reasonable control, including without limitation acts of God, acts of civil or military authority, fires, floods, earthquakes or other natural disasters, war, riots or strikes. Both parties will however make all reasonable efforts to remove or eliminate such a cause of delay or default and upon the cessation of the cause diligently pursue performance of their respective obligations under this Agreement.

24. NOTICES. Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder must be given in writing to Contractor at the address, number, or email address set forth on Exhibit D, and to ORCA at the address, number, or email address set forth on Exhibit E, or to such other addresses or numbers as either party may hereafter indicate pursuant to this section.

24.1.1. Any communication or notice delivered by United States Postal Service, first class mail postage prepaid, will be deemed given five (5) Calendar Days after mailing.

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24.1.2. Any communication or notice delivered by email will be deemed given when the recipient responds with a receipt, which may be auto-generated. To be effective against ORCA, such email transmission must be confirmed by telephone notice to the ORCA Authorized Representative.

24.1.3. Any communication or notice by personal delivery will be deemed given when actually received by the appropriate Authorized Representative.

25. SEVERABILITY. The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid.

26. COUNTERPARTS. This Agreement may be executed in several counterparts, all of which when taken together constitute one contract binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Agreement so executed constitutes an original.

27. SUBCONTRACTS AND ASSIGNMENT. Contractor shall not enter into any subcontracts for any of the Services required by this Agreement or assign or transfer any of its interest in this Agreement without ORCA’s prior written consent. ORCA consent to a subcontract or assignment does not relieve Contractor of any of its duties or obligations under this Agreement.

27.1.

Any proposed use of a subcontractor which is located outside the United States must be called to the specific attention of ORCA. All Services must be performed by staff physically located within the United States or its territories.

27.2.

The assignment of this Agreement in whole or in part to a successor organization by merger or acquisition does not require the consent of the other. Contractor is also permitted to assign its rights to payments without obtaining ORCA’s consent.

28. SUCCESSORS AND ASSIGNS. The provisions of this Agreement are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, if any.

29. INTENDED BENEFICIARIES. ORCA and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or may be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

30. WAIVER. The failure of either party to enforce any provision of this Agreement or the waiver of any violation or nonperformance of this Agreement in one instance will not constitute a waiver by the party of that or any other provision nor will it be deemed to be a waiver of any subsequent violation or nonperformance. No waiver, consent, modification, or change of terms of this Agreement will bind either party unless in writing and signed by both parties Such Agreement for Virtual Charter School Services

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waiver, consent, modification, or change, if made, will be effective only in the specific instance and for the specific purpose given.

31. HEADINGS. The headings in this Agreement are included only for convenience and do not control or affect the meaning or construction of this Agreement.

32. INTEGRATION. This Agreement and attached Exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Agreement.

CONTRACTOR, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. _________________ (“Contractor”) Signature:

Date:

Printed Name, Title: Federal Tax ID:

Oregon Tax ID:

OREGON CHARTER ACADEMY (“ORCA”): Signature:

Date:

Printed Name, Title:

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EXHIBIT A STATEMENT OF SERVICES Technological Professional Development: covering practical challenges that the staff encounters while using Canvas in their courses.

Tech support for staff and students for both Zoom and Canvas platforms as well as G-suite Safety measures, like Securly, in place to help monitor student activity online Purchase, enroll, and ship a Chromebook to each student in ORCA's Student Information System All lost or damaged Chromebooks to be replaced and shipped by Contractor Macbook Airs purchased and shipped for staff Monitors, keyboards and any technology peripherals supplied to staff Canvas support for ORCA staff to support data reports Maintain website, including adding new information per ORCA's request Google Adwords (August - June) Facebook Ads (August - June) A New Teacher onboarding course each year and updated student Onboarding courses to reflect any institutional changes Consulting on Curriculum purchases Audit curriculum built/curated by ORCA Instructors Contractor to meet 3 weeks a month with ORCA leadership Contractor will house and ship any materials ORCA wishes to ship to students

Social Messaging: Website Creation and Social Media Management Performance Indicator Updates on Google Adwords effectiveness at each Contractor-ORCA leadership meeting Enrollment Projection vs Actual Enrollment Weekly updates on website traffic at each Contractor-ORCA leadership meeting Shipping Coordination, shipping, and delivery of Chromebooks and other Student Equipment Board Communication Contractor will present annually to the ORCA Board about their annual progress in regards to the Performance Indicators

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EXHIBIT B PRICING SCHEDULE

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EXHIBIT C INSURANCE Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit C prior to performing under this Agreement, and shall maintain it in full force and at its own expense throughout the duration of this Agreement, and as required by any extended reporting period or tail coverage requirements, and all warranty eriods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to ORCA. Coverage must be primary and noncontributory with any other insurance and self-insurance. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

1. INSURANCE REQUIRED. 1.1 WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY. All employers, including Contractor, that employ subject Workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide Workers' compensation insurance coverage for those Workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Contractor is an employer subject to any other state’s Workers’ compensation law, Contractor shall provide Workers’ compensation insurance coverage for its employees as required by applicable Workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and require and ensure that each of its out-of-state subcontractors complies with these requirements.

1.2 PROFESSIONAL LIABILITY. Contractor shall provide Technology Errors & Omissions insurance in an amount of not less than $2,000,000.00 per claim covering Contractor’s liability arising from acts, errors or omissions in rendering or failing to render computer or information technology services, including the failure of technology products to perform the intended function or serve the intended purpose as set forth in this Agreement. This insurance must include coverage for violation of intellectual property rights including trademark and software copyright, privacy liability, the failure of computer or internet security to prevent a computer or internet attack, misrepresentations, and unauthorized access or use of computer system. This insurance must also include coverage for unauthorized disclosure, access or use of ORCA Confidential Information (which may include, but is not limited to, Personally Identifiable Information (“PII”), Payment Card Data and Protected Health Information (“PHI”)) in any format. Coverage must extend to Business Associates (if applicable) and independent contractors providing Services on behalf of or at the direction of Contractor.

1.3 COMMERCIAL GENERAL LIABILITY. Contractor shall provide Commercial General Liability Insurance covering bodily injury, and property damage in a form and with coverage that are satisfactory to the State. This insurance must include personal and advertising injury liability, products and completed operations, and contractual liability coverage, in each case arising out of Contractor’s negligence, and have no

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limitation of coverage to designated premises, project, or operation. Coverage must be written on an occurrence basis in an amount of not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate.

1.4 AUTOMOBILE LIABILITY INSURANCE. Contractor shall provide Automobile Liability Insurance covering Contractor’s business use including for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000.00 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

2.

ADDITIONAL INSURED.

The Commercial General Liability and Automobile Liability insurance required under this Agreement must include an additional insured endorsement specifying ORCA, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations but only with respect to Contractor's activities to be performed under this Agreement. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.

3. TAIL COVERAGE. If any of the required insurance is on a claims-made basis and does not include an extended reporting period of at least 24 (twenty-four) months, Contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the Effective Date of this Agreement, for a minimum of 24 (twentyfour) months following the later of (i) Contractor’s completion and ORCA’s acceptance of all Services required under this Agreement, or, (ii) The expiration of all Warranty Periods provided under this Agreement.

4. CERTIFICATE(S) AND PROOF OF INSURANCE. Contractor shall provide to ORCA Certificate(s) of Insurance for all required insurance before delivering any goods or performing any Services required under this Agreement. The Certificate(s) must list ORCA, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured as specified in this exhibit. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance ORCA has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Agreement.

5. NOTICE OF CHANGE OR CANCELLATION.

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Contractor or its insurer must endeavor to provide at least 30 (thirty) Calendar Days’ written notice to ORCA before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

6. INSURANCE REQUIREMENT REVIEW. Contractor agrees to periodic review of insurance requirements by ORCA under this Agreement and to meet updated requirements as agreed upon by Contractor and ORCA.

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EXHIBIT D CONTRACTOR’S PERSONNEL Subject to Section 5.1, Key Persons, Contractor may update this Exhibit D via written notice to ORCA. Authorized Representative: Name and Title: Phone: Email: Mailing Address: Project Manager: Name and Title: Phone: Email: Mailing Address: Other Key Persons: Name and Title: Phone: Email: Mailing Address:

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EXHIBIT E ORCA PERSONNEL ORCA may update this Exhibit E via written notice to Contractor.

Authorized Representative: Name and Title: Phone: Email: Mailing Address: Project Manager: Name and Title: Phone: Email: Mailing Address:

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