2026-0070-HRO-EH Accommodation Services RFP.pdf

Accommodation Services for

Deaf and Hard-of-Hearing Communities

Request for Proposals

RFP Number: 2026-0070-HRO-EH

NO LATE PROPOSALS WILL BE ACCEPTED

Contract Administrators RFP Administrator

Stacey Rainey Emily Herb

Assistant Director Director

Deaf and Hard of Hearing Services Faculty and Staff Access Services

Disability Access Services Human Resources

503-838-8305 503-838-8490 raineys@wou.edu herbe@wou.edu

Emily Herb

Director

Faculty and Staff Access Services

Human Resources

503-838-8490 herbe@wou.edu

ISSUE DATE:

PROPOSAL DUE DATE AND TIME:

RFP SUBMITTAL LOCATION:

Friday, August 29, 2025

Monday, September, 22, 2025, 4 PM PST

Western Oregon University

ATTN: Emily Herb (RFP 2026-0070-HRO-EH)

Human Resources

Lieuallen Administration Building

302 Monmouth OR 97361 herbe@wou.edu

SCHEDULE OF EVENTS:

RFP Released………………………………....…………………...………………..Friday, August 29, 2025

Deadline for Requests

For Changes/Clarifications or Protests of Specifications, including but not limited to the University’s required general terms and conditions.……………………………..….….……Monday, September 15, 2025, 4:00 PM PST

Proposal Due Date………….……………….…………….….Monday, September 22, 2025, 4:00 PM PST

Electronic proposals may be accepted in lieu of written proposals. DO NOT SUBMIT PROPOSALS

THROUGH OREGONBUYS.

All dates listed above are anticipated and not fixed. WOU may change any dates above, at its sole discretion, if necessary.

PART I—INTRODUCTION AND GENERAL INFORMATION

Background:

Founded in 1856, Western Oregon University is a public, mid-sized university – committed to changing lives, strengthening communities and transforming our world. Located in Monmouth, the heart of Oregon’s lush

Willamette Valley, WOU is about 20 minutes from Salem, the state’s capital and about 75 minutes from Portland, the state’s cultural hub.

WOU currently enrolls approximately 3,300 students and employs nearly 900 individuals on campus. WOU is a vibrant cultural and educational environment with student representatives from across the nation and abroad.

WOU students participate in intercollegiate athletics at the National Collegiate Athletic Association Division

II level, belonging to the Great Northwest Athletic Conference (“GNAC”) and the Lone Star Conference

(football only).

Western Oregon University’s mission provides a personalized learning community where individuals experience a deep sense of belonging and empowerment.

Our vision is for Western Oregon University to be a model of intentional inclusion and accessibility. We strive to empower students to meaningfully impact our local community and beyond. Grounded in the principles of a public liberal arts education, we will enhance career and social mobility through a focus on critical thinking and communication skills that are essential for successfully navigating the complexities of life.

Our core values are the fundamental beliefs and guiding principles that shape the identity, culture, and actions of Western Oregon University. They serve as a foundation for planning, implementing, and evaluating initiatives. Decisions, interactions, and priorities will reflect the deeply held convictions that contribute to the ethical framework and mission of the institution. Our Core Values include: Centering Students, Embracing

Diversity, Fostering Accessibility, and Valuing Community

Statement of Need:

Western Oregon University (“WOU”) is seeking proposals from multiple vendors for various services related to the accommodation of deaf and hard-of-hearing communities. The successful vendors will provide ASL/English Interpreting, Typewell Transcribing, Real Time Captioning Services (CART), and

Post Production Captioning Services for the University in various settings, including the classroom, presentations, meetings, and speeches.

This Request for Proposals (“RFP”) is issued under the University’s alternative procurement and retainer agreement authorities. The University anticipates multiple vendors from this RFP to be placed on multi-year master retainer agreements for the University to use as it sees fit.

The RFP is subject to the applicable portions of the University’s procurement code, policies, and procedures. The University expects that successful vendors will enter into a contract on the University’s standard personal/professional services template and on the University's general terms and conditions.

The University may, in its sole discretion, agree to incorporate elements of the vendor’s terms and conditions, order forms, or other agreement templates, but is under no obligation to do so, except to the extent that it has indicated in this RFP.

PART II—WESTERN OREGON UNIVERSITY INSTRUCTIONS TO PROPOSERS

This and other RFPs may be viewed at https://oregonbuys.gov/bso/.

All proposals are subject to the provisions and requirements of the applicable Oregon Revised Statutes and the policies and procedures of Western Oregon University.

Right to Reject: WOU reserves the right, for good and just cause, to reject any or all proposals received as a result of this RFP, or upon a finding that it is in the public interest to do so.

Questions and Request for Clarification/Change: All clarifications or requests for changes regarding technical information, procedural or contractual requirements or other issues related to this RFP must be submitted, in writing, no later than the date and time listed in the Schedule of Events to the name and physical or email address listed below in “Submittal Location.” All requests for change must be received in writing. No information obtained in any conversation with WOU personnel will serve to change the requirements and/or scope of the RFP.

Proposers must note that WOU may choose not to consider exceptions to the specifications or

Contract terms and conditions that are not raised during the pre-closing protest period. If you have an exception or concern with anything in this RFP, including any of the Contract terms and conditions, it is important to raise that issue, in writing, by the deadline for Requests for Change, listed in the RFP Schedule of Events listed in this RFP. By doing so, you afford yourself the maximum opportunity to discuss and potentially change the language.

The purpose of the pre-closing protest period is to permit WOU to correct, prior to the opening of proposals, technical or contractual requirements that may be unlawful, improvident, or which unjustifiably may restrict competition. This will allow WOU to make needed corrections through the issuance of an addendum, prior to the opening of proposals. This will help eliminate the waste of time which is inherent in protests and in the possible rejection of all proposals. In order to have their complaints considered, Proposers must submit them within the time established in the RFP.

WOU will consider all changes and, if appropriate, amend the RFP.

Envelopes containing requests for change, protest of the specifications or Contract provisions shall state and be marked with the following information in BOLDED AND UNDERLINED FONT:

“Request for Solicitation Specification” (or “Request for Contract Provisions”); “Request for Change” (or

“Protest”); and include the Solicitation Document RFP Number 2026-0070-HRO-EH.

Submittal Location: Requests submitted to anyone other than the person listed below will not be considered. WOU will not be held responsible for any requests to change the content of a response to an

RFP that is not submitted by the due date and time. Requests for change may be submitted via email and regular postage. Submit requests for change or clarification to:

Western Oregon University

ATTN: Emily Herb (RFP 2026-0070-HRO-EH)

Human Resources

Lieuallen Administration Building

302 Monmouth OR 97361 herbe@wou.edu https://oregonbuys.gov/bso/

Change or Modification/Addenda: Any change or modification to the specifications or the procurement process will be in the form of an addendum to the RFP and will be made available to Proposers via email or posting to https://oregonbuys.gov/bso/. Only documents issued as addenda by the RFP Administrator will serve to change the RFP in any way. No other directions received by the Proposer, written or oral, serve to change the RFP document. If you have received an RFP, you should consult with the RFP

Administrator or refer to https://oregonbuys.gov/bso/ to assure that you have not missed any addenda announcements. Proposers are not required to return addenda with their proposal, however, Proposers are responsible to make themselves aware of, obtain and incorporate any changes made in any addenda issued, and to incorporate any changes made by an addendum into their final proposal. Failure to do so may, in effect, make the Proposer’s proposal non-responsive, which would cause the Proposer’s proposal to be rejected.

WOU wants to provide each Proposer an opportunity to independently collect, review and verify data and information provided by or on behalf of WOU. WOU assumes no responsibility or liability of the adequacy, accuracy or completeness of any information provided in the RFP or otherwise, by WOU, its agents, employees, or representatives. The Proposer agrees to waive any claim or defense to any claim relating to the adequacy or sufficiency of any information provided prior to the execution of the contract.

It is critical that WOU receives high-quality, creative and comprehensive responses in order to make the best-informed decision. Toward that end, through written questions and this RFP process, all Proposers are encouraged to ask questions and seek whatever information is necessary to accomplish this goal.

Proposal Preparation and Submission: Responses to the requirements for this RFP shall be of sufficient length and detail to demonstrate that the Proposers understands the WOU environment and the needs of the campus as it relates to an Accommodation Services Contract.

In a joint effort to save costs, reduce waste, and produce energy savings, Proposers are encouraged to submit an electronic, PDF copy of the proposal response. However, hard-copy proposals may also be accepted. If submitted hard-copy, it is encouraged to use double-sided printing on standard 8-1/2” x 11” paper with 2-hole (top) fasteners or recyclable binders (when use of binders is indicated). Proposers should refrain from submitting proposal responses in 3-ring binders, spiral bindings, and other non-recyclable presentation folders.

If submitted in hard-copy, proposers shall submit ONE (1) ORIGINAL AND THREE (3) COPIES of their complete proposals to the located listed on page one of this RFP by the time listed on page one of this

RFP. Original shall be marked “ORIGINAL.” Original copy shall contain original signatures on any pages where it is requested. Additionally, Proposers shall submit their complete proposal on a thumb drive, or via email in PDF format as one file.

Proposals submitted via email shall be sent to the RFP Administrator at the email address above. If submitting a hard-copy, Proposers who fail to submit the requested number of copies may delay the evaluation process by being required to submit additional copies for the evaluation team. Furthermore, hard-copy proposals and pricing shall be prepared by word processor or ink and shall be signed in ink by an authorized representative of the entity. At least one proposal submitted by Proposers should bear an original signature.

No oral, telegraphic, telephonic, or facsimile proposals will be accepted.

Pages should be numbered consecutively and a set of tabs inserted to identify each section of the proposal, such as: "A.1 Cover Letter", "A.2 Contractual Acceptance", etc. Alternatively, proposals should include a

Table of Contents identifying page numbers corresponding with the beginning of important segments. All binders, reference materials, and other documents should be clearly labeled or otherwise identified and referenced in a clear and consistent manner throughout the proposal.

Hard-copy proposals must be submitted in sealed package(s) or envelope(s). To ensure proper identification and handling, all package(s) or envelope(s) must be clearly marked with the RFP Number seen on the cover of this document, and date and time of closing.

Proposals must be received and time-stamped or received in an electronic fashion capable of identifying the time of receipt by the RFP Administrator at the location or email address listed within the Submittal

Location section above prior to scheduled RFP closing date(s) listed in the Schedule of Events. It is the

Proposer's responsibility to submit proposals in a timely manner, allowing plenty of time for delivery.

Proposals will be considered submitted when they are received. WOU will not be held responsible for late RFP delivery due to courier's inability to deliver the proposal in a timely manner. Under no circumstances shall late proposals and/or modifications be considered regardless of failures in delivery, wrong address, or other obstacles to delivery.

Information Submitted: The Proposer is cautioned that it is the Proposer's sole responsibility to submit information related to the evaluation categories, and that WOU is under no obligation to solicit such information if it is not included within the Proposer's proposal. Failure by the Proposer to submit such information may cause an adverse impact on the evaluation of the Proposer's proposal.

Proposers must complete all applicable information and provide all information requested in the RFP.

Failure to comply may be grounds for proposal rejection.

Proposer should also name its Contract Administrator, the individual's name, title and phone number, who is assigned the responsibility of answering questions and resolving problems related to the proposal.

In addition, Proposers must be aware that with the exception of trade secrets, all information submitted by them in response to this RFP is subject to open review by the public under the Oregon Public Records

Law.

If a proposal contains any information that is considered a "trade secret" under ORS 192.501(2), the

Proposer must mark each sheet of such information with the following legend for those pages, and those pages alone:

This data constitutes a trade secret under ORS 192.501(2), and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS Chapter 192.

The Oregon Public Records law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies "unless the public interest requires disclosure in the particular instance." ORS

192.501(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a proposal may depend upon official or judicial determinations made pursuant to the Public Records Law.

The above restriction may not include cost or price information, which must be open to public inspection.

An entire proposal marked as proprietary ("trade secret") is unacceptable. The Proposer will be requested to mark only specific pages or text and return the proposal prior to closing.

Delinquent Oregon Taxes: Proposers must certify, under penalty of perjury, that they are not in violation of any Oregon tax laws. No contract for the purchase of goods and/or services will be awarded to a

Proposer who cannot so certify.

RFP Preparation Costs. WOU shall not be liable for any costs incurred in the preparation and presentation of proposals.

Alternate Proposals. Proposers may submit more than one proposal. All proposals must comply with the requirements of the RFP except that additional proposals may incorporate, by reference, repetitive information which is provided in the complete proposal.

Effort has been made to designate items according to standard sizes, weights and packaging. If Proposer proposes any items(s) at variance with descriptions given herein, the Proposer must clearly point out such difference(s).

Proposal Opening Procedure. All proposals received in response to this RFP shall be opened at the scheduled time and date. Proposers who attend the opening will be informed only of the names of

Proposers submitting proposals. No other information will be available.

Evaluation of Proposals. Proposals will be evaluated by a committee consisting of three (3) representatives of the University and possibly others as deemed necessary by WOU.

The evaluation will determine if the proposal meets the specifications relative to the needs of WOU. The following process will be used:

Proposals will be evaluated for completeness and compliance with the requirements of this RFP. Those proposals that are incomplete will be rejected. WOU reserves the right to waive what are, in WOU's sole opinion, minor informalities.

Proposals considered complete will be evaluated to determine if they comply with the administrative, contractual and technical requirements of the RFP. If the proposal is unclear, Proposers may be asked to provide written clarification. Those proposals that do not meet all mandatory requirements will be rejected.

Proposals that meet all requirements will be evaluated by an Evaluation Committee on their value to

WOU in meeting its needs and assigned points within specific categories to a maximum of 100 total points awarded. Each category will be weighted to reflect their relative value to WOU. The weightings are given in this RFP. At the option of WOU, Proposers may be asked to provide written clarification and/or to provide a presentation to clarify their proposal to aid the Evaluation Committee in awarding desirable points to the proposal.

The findings of the Evaluation Committee will be summarized and a summary created and provided to the

RFP Administrator.

If necessary due to receiving proposals from more than seven (7) Proposers, these findings may be used to establish a subset of "finalists" which will be established by removing from consideration all but two (2) of the proposals based on aggregate score. The remaining proposals may be invited to enter into negotiations with the University to discuss details and finalized requirements/offerings. This step in the evaluation process is not a requirement of the Evaluation Committee.

WOU reserves the right to conduct negotiations with multiple Proposers/finalists at the same time as well as to terminate negotiations with any of the finalists when WOU deems further negotiations to be not in the interest of WOU.

WOU reserves the right not to enter into negotiations with Proposers/finalists but to simply select the

Contract with the highest aggregate score as the best proposal for WOU.

If negotiations between WOU and multiple finalists takes place, the Contract Administrator will review the results of the negotiations and select for contract award the Proposer with the overall best final proposal for WOU.

If there is a tie in aggregate score between highest aggregate scoring proposals, the University reserves the right to and may request that the tied Proposers provide their best offer. Such requests will come from the

RFP Administrator, who will provide a submission date for the best offer. Best offers must be submitted in a timely fashion to be considered. Once the best offers are received, they will be scored again.

Prior Acceptance of Defective Proposals. Due to limited resources, WOU generally will not completely review or analyze proposals which on their face fail to comply with the requirements of the RFP or which clearly are not the best proposals, nor will WOU generally investigate the references or qualifications of those who submit such proposals if they are not to be fully considered due to a deficiency. Therefore, neither the return of a proposal, nor acknowledgment that the selection is complete shall operate as a representation by WOU that an unsuccessful proposal was complete, sufficient, or lawful in any respect.

Investigation of References. WOU reserves the right to investigate the references and the past performance of any Proposer with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of contractors, subcontractors, and workers. WOU may postpone the award or execution of the Contract after the announcement of the apparent successful Proposer in order to complete its investigation. WOU reserves the right to reject any proposal or to reject all proposals at any time prior to WOU's execution of a Contract if it is determined to be in the best interest of WOU to do so.

WOU reserves the right to consider past performance, historical information and facts, whether gained from the Proposer's proposal, question and answer conference, references, WOU or any other source in the evaluation process.

Negotiations. WOU may enter into negotiations with one or more Proposers concurrently. The resulting

Accommodation Services Contract(s) shall be based on the submitted proposal and the negotiations concerning the proposal. Should negotiations between WOU and any Proposer reach an impasse, WOU reserves the right at its sole discretion to break off the negotiations.

Post-Selection Review. After completion of negotiations, WOU will name an apparent successful

Proposer. Identification of the "apparent successful Proposer" is procedural only and creates no right in the named Proposer to award of the Contract. Competing Proposers shall be notified in writing of the identity of the apparent successful Proposer and shall be given five (5) calendar days to review the RFP file and evaluation report. Any questions or concerns about, or protests of, the evaluation process must be in writing and must be delivered to the RFP Administrator within five (5) calendar days after the date of the letter identifying the apparent successful Proposer.

Within a reasonable time following the end of this five (5) day protest period, WOU will consider all protests received, if any, and:

(1) Reject all protests and proceed with final evaluation of the apparent successful Proposer and, pending the satisfactory outcome of this final evaluation, enter into a Contract with the named Proposer; or

(2) Sustain a meritorious protest(s) and reject the apparent successful Proposer as non-responsive, if such

Proposer is unable to demonstrate that its proposal complied with all material requirements of the solicitation; thereafter, WOU may name a new apparent successful Proposer; or

(3) Reject all proposals and cancel the procurement.

PART III—GENERAL TERMS AND CONDITIONS AND CONTRACT DEFINITIONS

(Definitions apply to the entire RFP, not just this part)

DEFINITIONS (apply to the entire RFP, not just this part):

"Campus" means the area inside WOU's campus plan boundaries in Monmouth, Oregon as it now exists or may be amended from time to time during the term of this Contract. It does not include extension sites, experiment stations, or other campuses.

"Contract" means the entire written agreement between the parties, including but not limited to the

Request for Proposal ("RFP") and its specifications, terms and conditions; solicitation addenda and contract amendments, if any; and the resulting Washers and Dryers Contract.

"Contractor" means a person or organization with whom WOU has contracted for the provision of services and receipt of rights pursuant to this Contract.

"ORS" means the Oregon Revised Statutes.

"Proposer" means any respondent to this RFP. The successful Proposer becomes the Contractor.

Statements referring to using "Proposer" generally indicate requirements which must be included with the

Proposal. Statements referring to "Contractor" generally indicate requirements that will become

Contractual obligations.

"Proposal" means Proposer's response to the RFP.

"RFP" means Western Oregon University Request for Proposal numbered 2025-0293-OUR-LG for

Washers and Dryers.

"Stakeholder" or "Stakeholder Organization" means any individual or combination of University Housing, Housing Maintenance, Custodial Services, residence hall and apartment students, and overnight and conference guests.

"Constituent Relations Management Solutions Contract" means the contract or contracts which will result from this RFP and all of its facets.

STANDARD PERSONAL/PROFESSIONAL CONTRACT TERMS AND CONDITIONS

1. DEFINITIONS. (i) “Contract” means the entire written purchase order, contract, or agreement attached to these Western Oregon University Standard Terms and Conditions (“Standard Terms”), these Standard

Terms, and any other contracts, agreements, sales quotations, order acknowledgements, or similar documents, including any terms and conditions of any kind incorporated into the Contract; (ii) “ORS” means the Oregon Revised Statutes; “OAR” means Oregon Administrative Rules; “UCC” means Uniform

Commercial Code as adopted in the State of Oregon; “USC” means United States Code; (iii) “Applicable

Laws” means all federal, state, or local laws, rules, regulations, ordinances, or guidelines or any University policy (found at https://wou.edu/policycouncil/policy-library/) applicable to a Party generally or due to their performance of this Contract; (iv) “Deliverables” means goods and/or services provided to Western Oregon

University by Contractor under this Contract; (v) “University” means Western Oregon University, when it is a Party to this Contract, and/or a member of the Oregon Cooperative Procurement Program (“OrCPP”) if the purchase is being made under the State of Oregon’s cooperative purchasing program authorized by ORS

190.240; (vi) “Contractor” means the party named in Contract with whom University has contracted for the purchase of goods or goods and services; (vii) “Unsupervised Contact” with minor students means contact that provides the person opportunity and probability for personal communication or touch with students under the age of 18 when not under direct University supervision; and (viii) University and Contractor are each a “Party” and collectively “Parties”.

2. CONTROLLING TERMS. These Standard Terms shall govern the Contract between the Parties and replace and supersede any conflicting terms and conditions found in the Contract.

3. INDEMNITY. Contractor will be responsible for all damage to property, injury to persons, loss, expense, inconvenience, attorney’s fees, and delay (“Harm”) which may be caused by, or result from, any act or omission of Contractor, its subcontractors, agents, or employees. Contractor will defend, indemnify and hold University harmless, as well as University’s governing board, trustees, officers, agents, employees, and volunteers, with respect to all claims, suits, proceedings, and actions of any nature, alleging Harm of any nature resulting from or arising out of the acts or omissions of Contractor or its subcontractors, officers, agents, or employees. The University is not subject to any other indemnification provisions in this Contract.

4. INDEMNITY FOR INFRINGEMENT CLAIMS. Except to the extent arising from materials or modifications provided or made by University, which materials are utilized by Contractor in their unaltered form, and without limiting the generality of the indemnification clause above, Contractor expressly agrees to indemnify and hold University harmless, as well as University’s governing board, trustees, officers, employees, agents, and volunteers from and against any and all claims, suits, proceedings, and actions of any nature, alleging that the Deliverables infringe any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party. In the event that a court of competent jurisdiction determines in a final, non-appealable order that the work is infringing or University determines that the work is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this section, Contractor will, at its option: (1) procure for University the right to continue using such infringing work; (2) replace the infringing work with a non-infringing item of like form, fit or function; or

(3) modify the work so that it no longer infringes.

5. INSURANCE.

5.1. Contractor will secure at Contractor’s expense and keep in effect during the term of this Contract either comprehensive general liability insurance with a broad form commercial general liability endorsement or broad form commercial general liability insurance with a minimum combined single limit of not less than

$1,000,000 for each occurrence and $2,000,000 aggregate, covering bodily injury and property damage, and will include personal and advertising injury liability, products liability, and contractual liability coverage for the indemnity provided under this Contract.

5.2. Upon request, Contractor will secure at Contractor’s expense and keep in effect during the term of this

Contract professional liability insurance with a combined single limit, or the equivalent, of not less than https://wou.edu/policycouncil/policy-library/

$1,000,000 per occurrence and $2,000,000 aggregate. If this insurance is arranged on a “claims made” basis, “tail” coverage will be required at the completion of this Contract for a duration of 24 months.

5.3. Upon request, Contractor will secure at Contractor’s own expense and keep in effect during the term of this Contract a commercial auto liability insurance policy with a minimum combined single limit of

$1,000,000 per occurrence for each accident and $2,000,000 aggregate.

5.4. If any of Contractor’s officers, employees, or agents, including subcontractors, will have direct, Unsupervised Contact with minor students as described in Section 8, Contractor will secure at Contractor’s own expense and keep in effect during the term of this Contract a sexual abuse and molestation insurance policy that complies with all University-determined requirements.

5.5. Contractor shall comply with ORS 656.017 and provide legally required Workers’ Compensation coverage.

5.6. Any requested insurance policies are to be issued by an insurance company authorized to do business in the State of Oregon with a minimum financial rating of an AM Best rating of A- or higher. All liability insurance will be arranged on an “occurrence” basis. No insurance will be allowed on a “claims made” basis except professional liability insurance to the extent permitted above.

5.7. If insurance is required by this Contract, Contractor must provide a Certificate of Insurance to

University from the insuring company evidencing insurance coverage required by this Contract. The

“Description of Operations” must include (using the following exact language) the “Board of Trustees of

Western Oregon University, Western Oregon University, and their respective officers, employees, and members” as additional insured. The certificate will provide that the insurance company will give a 30-days’ written notice to University if the insurance is cancelled or materially changed.

5.8. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30-days’ written notice from Contractor or its insurer(s) to Office of the General

Counsel, Western Oregon University, 345 Monmouth Ave N, Monmouth, OR 97361 or to sloank@wou.edu.

5.9. Contractor shall ensure that each of its subcontractors complies with these insurance requirements.

6. CONFIDENTIALITY.

6.1. DEFINITION. As used in this Contract, “Confidential Information” means information and materials provided by University to Contractor that (a) are identified as confidential at the time of disclosure, or (b) a reasonable person in the relevant industries should understand to be confidential based on the nature of the information and materials and all other relevant factors. For the avoidance of doubt, University

Confidential Information includes, without limitation, University’s non-public data and information, Work

Product (defined below), privileged information and communications, information that is subject to existing non-disclosure agreements, Personally Identifiable Information (“PII”), the results of communications and reports arising from the services performed by Contractor, and all other non-public information arising in connection with Contractor’s performance of the services described in this Contract.

6.2. PURPOSE. Contractor must not use any of University Confidential Information for any purpose other than carrying out Contractor’s obligations or exercising its rights under this Contract (the “Purpose”).

6.3. PERMITTED DISCLOSURES AND OBLIGATIONS. Contractor must not disclose to any third party any Confidential Information, other than to Contractor’s affiliates, contractors and consultants who both (a) need to know such information in order to fulfill the Purpose and (b) are bound by confidentiality obligations substantially similar to Contractor’s under this Contract.

mailto:sloank@wou.edu

6.4. CONFIDENTIALITY. Contractor must treat all University Confidential Information with the same degree of care Contractor gives to its own Confidential Information, but not less than reasonable care.

Further, Contractor may not disclose publicly the existence or nature of any negotiations, discussions or consultations in progress between the Parties without the prior written consent of University. Contractor and its affiliates, contractors and consultants who receive Confidential Information hereunder must promptly notify University of any unauthorized use or disclosure of its Confidential Information of which Contractor becomes aware and reasonably assist University in remedying any such unauthorized use or disclosure.

6.5. EXCLUSIONS. Contractor’s obligations under this section will not apply to any University

Confidential Information that Contractor can prove: (a) is or becomes part of in the public domain through no fault of Contractor; (b) is rightfully in Contractor’s possession free of any confidentiality obligation; (c) was independently developed by Contractor without use of any University Confidential Information; or (d) is communicated by University to an unaffiliated third party free of any confidentiality obligation. A disclosure by Contractor of any Confidential Information (i) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (ii) as otherwise required by law, or (iii) necessary to establish the rights of either Party under this Contract will not be a breach of this Contract if, to the extent legally permitted, Contractor gives 30 days written notice to University of its intent to disclose University Confidential Information along with the asserted grounds for disclosure.

6.6. OWNERSHIP AND DESTRUCTION OF CONFIDENTIAL INFORMATION. As between

Contractor and University, all University Confidential Information is the property of University, and no license or other rights are granted or implied hereby. All materials provided to Contractor by University, whether or not they contain or disclose Confidential Information, are University’s property. Promptly after any request by University, Contractor will (a) destroy or return to University all Confidential Information and materials in Contractor’s possession or control, and (b) upon written request by University, confirm such return/destruction in writing. Contractor hereby acknowledges that any confidential information it discloses to University, or any duty of the University to destroy records upon completion of use, is subject to the provisions of the Oregon public records laws under ORS Chapter 192.

6.7. CONFIDENTIAL PERIOD. Contractor’s obligations with respect to University’s Confidential

Information under this section will remain in effect for the term of this Contract and for three (3) years after any expiration or termination of this Contract.

7. UNIVERSITY DATA. “University Data”, which shall also be known and treated by Contractor as

Confidential Information, shall include: (a) data collected, used, processed, stored, or generated as the result of the use of the services; (b) regulated sensitive data e.g., data governed by state, federal and, if applicable, international laws, agreements, or treaties, such as the Family Educational Rights and Privacy Act, Health

Insurance Portability and Accountability Act, Gramm–Leach–Bliley Act, and the Oregon Consumer Identity

Theft Protection Act, EU General Data Protection Regulation, and other federal, state, or local laws, or contractual obligations; (c) unregulated sensitive data e.g., data that is not regulated by statute, but still considered sensitive due to proprietary, ethical, or privacy considerations, including all forms of research, and any information that can be used to assist an attacker in compromising the confidentiality, integrity or availability of University information systems and data; and (d) PII collected, used, processed, stored, or generated as the result of the use of the services, including, without limitation, information that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, government issued IDs, IP address or web cookies, and other unique identifiers); or (ii) can be used to authenticate an individual including, without limitation, employee identification numbers, government-issued identification numbers, social security number, passwords or

PINs, financial account numbers, credit and debit card numbers, credit report information (with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account), biometric or health data, genetics, race or ethnic origin, sex life or sexual orientation, political opinions, religious or philosophical belief, criminal convictions, answers to security questions and other personal identifiers. University Data is and shall remain the sole and exclusive property of University and all right, title, and interest in the same is reserved by University. Contractor shall implement safeguards consistent with accepted industry practices to protect University Data. This section shall survive the termination of this Contract.

8. FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT. Contractor will protect the confidentiality of student education records, including PII found in education records, in compliance with the Family Educational Rights and Privacy Act of 1974 (“FERPA”) and its implementing regulations, specifically 20 U.S.C. § 1232g, 34 C.F.R. § 99.1 et seq., and the University’s Student Records Policy (ASA-

04-046). Contractor will not use PII from student education records it receives for any purpose other than performing its obligations under this Contract. Contractor may not disclose or redisclose any PII from student education records obtained from the University or collected by Contractor on the University’s behalf without the University’s written authorization. Any unauthorized disclosure of student education records or

PII by Contractor may result in damages owed pursuant to the Indemnity section above.

9. OREGON PUBLIC RECORDS LAW. Contractor hereby acknowledges that this Contract is subject to the requirements of the Oregon public records law (ORS 192.410 – 192.478) and that information

Contractor discloses to University may be subject to public disclosure. University is not in breach of any provision of the Contract if, according to the University’s interpretation of public records law, it discloses or maintains records of any information provided by Contractor. In the event this Agreement calls for

University to notify Contractor of a public records request related to this Contract, the time period for such notice will begin to accrue on the date at which the requesting party either agrees to pay any fees related to the request, or University waives said fees. Notwithstanding anything to the contrary in this Contract, University’s notice to Contractor of such a public records request may be made via email.

10. OWNERSHIP OF WORK PRODUCT. All Deliverables that result from this Contract (“Work

Product”) are the exclusive property of University. University and Contractor intend that such Work Product be deemed “work made for hire” of which University will be deemed the author. If, for any reason, the Work

Product is not deemed “work made for hire,” Contractor irrevocably assigns to University all its rights, title, and interest in, and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor will execute such further documents and instruments as University may reasonably request in order to fully vest such rights in University. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications.

11. USE OF UNIVERSITY’S PROPRIETARY MARKS AND INFORMATION. Contractor is not permitted to use the University’s marks, logos, trade names or other proprietary information for marketing, advertising, or any other purpose other than performing the Contract without advance written approval by the University. All such uses must comply with University’s Style Guide and University’s Graphic Standards Guide available at https://wou.edu/marcom/branding-guide/.

12. ACCESS TO RECORDS. Contractor will maintain records sufficient to accurately document its performance of this Contract, including, but not limited to costs claimed to have been incurred and anticipated to be incurred. University and, if applicable, the federal government will have access to the records of Contractor for the purpose of determining compliance with this Contract. Contractor will retain all such records, for a minimum of seven years following final payment under or termination of this Contract, or such longer period as may be required by Applicable Laws or until the conclusion of any relevant audit, review, or controversy.

https://wou.edu/marcom/branding-guide/

13. INSPECTIONS. Deliverables furnished under this Contract will be subject to inspection and test by

University at the time and place determined by University. If University finds Deliverables furnished to be incomplete or not in compliance with solicitation specifications or this Contract, University may reject the

Deliverables and require Contractor to either, at University’s discretion, correct them without charge or provide them at a reduced price. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by University, University may reject the Deliverables and cancel this Contract in whole or in part. Nothing in this paragraph will in any way affect or limit University’s rights as buyer, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS

72.6080.

14. PCI DSS COMPLIANCE. If, in the course of its engagement with University, Contractor has access to or will collect, access, use, store, process, dispose of, disclose, or otherwise influence the security of credit, debit or other payment cardholder information, Contractor shall, at its own cost and expense: (i) take responsibility for the security of said cardholder data as provided by PCI DSS Requirement 12.8.2; (ii) on an annual basis, provide University with an Attestation of Compliance (AOC); (iii) within seven (7) days, notify University if it falls out of compliance; (iv) if it detects unauthorized access to cardholder data: (a) notify University within 24 hours and, (b) comply with all Applicable Laws requiring notification, protection, and support of cardholders, (v) in the event it fails to comply with these provisions, indemnify, hold harmless, and defend University and its employee from any claims, damages or other harm related to its failure, as more specifically set forth in the Indemnity section of these Standard Terms.

15. ACCESSIBILITY. All digital content, products, and services, including but not limited to software, web pages, ICT systems, and digital documents, that are developed, modified, or provided by Contractor shall comply with World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG)

2.1 AA and Section 508 Standards (2018 Revision). When requested, Contractor shall provide University with a current, completed Voluntary Product Accessibility Template (VPAT) to detail compliance. If any digital content, products, and services provided by Contractor do not meet WCAG 2.1 AA and Revised

Section 508 standards, University may demand that the Contractor promptly make modifications that will bring them into compliance. In addition, the University may take whatever steps necessary to ensure compliance with the above listed standards and may subtract any costs arising from such mitigation effort from future fees payable to Contractor under this Contract.

16. UNSUPERVISED CONTACT WITH MINOR STUDENTS. Contractor shall ensure that none of its officers, employees, or agents, including subcontractors, will have direct, Unsupervised Contact with minor students while on University property. Contractor will work with University to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, employees, or agents, including subcontractors, will have direct, Unsupervised Contact with minor students in a particular circumstance, then Contractor shall notify University before beginning any work that could result is such contact. Contractor authorizes University to obtain information about Contractor and its history and to conduct a criminal background check, including fingerprinting, of any Contractor officers, employees, or agents, including subcontractors, who will have Unsupervised Contact with minor students. Contractor shall cause its officers, employees, and agents, including subcontractors, if any, to authorize University to conduct these background checks. Contractor shall pay all fees assessed by University for processing the background check. University may deduct the cost of such fees from an interim or final payment to Contractor under this Contract, unless Contractor elects to pay such fees directly.

17. ALCOHOL. If Contractor is engaged by University to sell or serve alcohol, Contractor is solely responsible and liable for any Harm (as defined in section 3 above) which may be caused by, or result from, any act or omission of Contractor and its subcontractors, agents, or employees. Contractor will indemnify

University with respect to the sale or service of alcohol on the same terms as set forth in section 3 above.

Contractor must possess, maintain, and ensure compliance with all necessary licenses, certifications, and other authorizations. Alcohol must be sold or served in compliance with applicable state and federal law.

Alcohol may be paid for by a third party, at University’s discretion.

18. MATERIAL SAFETY DATA SHEET. Pursuant to OR-OSHA Hazard Communication Rules in OAR

Chapter 437, Contractor will provide University with a Material Safety Data Sheet for any Deliverable provided under this Contract, which may release, or otherwise result in exposure to a hazardous chemical under normal conditions of use. In addition, Contractor must label, tag, or mark such Deliverables.

19. SUSTAINABLE PRODUCTS AND SERVICES. Sustainable Products and Services are products and services with a reduced negative impact on human health and the environment when compared to competing products and serving the same purpose (“Sustainable Products and Services”). Contractor will use

Sustainable Products and Services to the maximum extent possible when performing the work under this

Contract. Upon request by University, Contractor will provide a report detailing the use of Sustainable

Products and Services when performing work under this Contract. Suggested categories that may be included in the report include green office and energy efficiency practices; support for underserved populations; sustainable material sourcing; waste reduction; water conservation measures; and sustainability practices and policies.

20. FEDERAL REQUIREMENTS. If this Contract is federally funded in whole or in part, Contractor must comply with all applicable provisions of the Office of Management and Budget’s Uniform Administrative

Requirements, Cost Principles, and Audit Requirements for Federal Awards, otherwise known as “Uniform

Guidance,” pursuant to 2 CFR Chapter 200. Further, if Federal Funding Accountability and Transparency

Act (“FFATA”) applies, Contractor must submit all information required by FFATA to University. If

Contractor fails to timely submit such required information, University reserves the right to cancel this

Contract or, if work has been performed, withhold payment until such required submittals have been received.

21. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that (1) Contractor has the power and authority to enter into and perform this Contract; (2) The individual signing for Contractor is authorized to execute this Contract on behalf of Contractor; (3) This Contract, when executed and delivered, will be a valid and binding obligation of Contractor, enforceable in accordance with its terms; (4)

The work performed under this Contract will be performed in a good and workmanlike manner and in accordance with the highest professional standards; (5) Contractor will, at all times during the term of this

Contract, be qualified, professionally competent, and duly licensed to perform the work; and (6) Contractor’s name, as it appears in this Contract, is Contractor’s legal name, as it will appear in Contractor’s Form W-9, and if Contractor is an entity rather than an individual, that the entity named in this Contract is validly existing and in good standing. Unless otherwise stated in the Contract, all Deliverables will be new and current models and will carry full manufacturer warranties.