Digital Advertising and Web Development RFQ.docx

REQUEST FOR QUOTATION

PROJECT TITLE: Digital Advertising and Web Development Vendor Ref # 860308

The University of Washington Medicine Advancement is soliciting proposals from potential vendors to provide the above referenced services. Vendors interested in providing the required services must submit proposals per the requirements detailed in this RFQ.

This solicitation is open to those vendors that satisfy the minimum qualifications stated herein and that are available for work in Washington State.

Contents of this Solicitation

I. General Instructions II. Requirements III. Evaluation and Contract Award IV. Attachments A. UW General Terms and Conditions B. Confidentiality Statement C. MWBE Participation Form D. Question Template E. UW Data Processing Agreement F. IT Accessibility Rider G. IT Security Terms

Section I – General Instructions

1.1 PURPOSE

UW Medicine Advancement Communications is looking for a digital advertising and web development contractor to implement PPC advertising campaigns and execute ad hoc web development projects for the FY26 fiscal year and beyond.

We plan to run 12+ distinct advertising campaigns across multiple social and search platforms to reach current and prospective UW Medicine donors. We are also looking for periodic assistance implementing updates to our Wordpress website properties — give.uwmedicine.org and uwmedalumni.org — to address technical issues and enhance UX and UI as needed.

1.2 RFQ COORDINATOR

The RFQ Coordinator is the sole point of contact in the University for this Procurement. All communication between the Contractor and the University upon release of this RFQ shall be with the RFQ Coordinator, in writing, as follows:

Silvia Andersen, Contract Manager Procurement Services silvif@uw.edu

1.3 DEFINITION OF TERMS

“Supplier”, “Proposer”

“Request for Quotation” A written solicitation document which identifies the UW’s need, and Contractors are invited to submit proposals which outline their solution to the need, their qualifications and experience to provide the services, including their costs or fees.

Note- Refer to UW Terms and Conditions Attachment A for additional definitions.

1.4 TIMETABLE - UW RESERVES THE RIGHT TO ADJUST THE SCHEDULE

1.5 PROPOSAL SUBMISSION

Vendors shall submit a proposal in PDF OR Word format, via the University’s Workday Strategic Sourcing website. Proposals must be submitted on or before the time specified in 1.4 Timetable. Any proposal received after that date and time may not be considered. All proposals shall remain valid for a minimum of 180 days following the RFQ closing date.

Workday This solicitation is being conducted in Workday. Vendors can register for the sourcing event by visiting https://university-of-washington.public-portal.us.workdayspend.com/

Search using reference # 860308

Option 1 – Select Bid > Register

Option 2 – Select the title of the RFQ and select Start Bid > Register

1.6 INQUIRIES

All questions must be submitted in writing via the Workday Strategic Sourcing portal citing the particular RFQ section and paragraph number, and utilizing the attached template/Attachment D. Depending upon the nature of the inquiry and the response, copies of the question and response may be distributed to all other potential vendors. The closing date for asking questions is given in 1.4 Timetable. The University may exercise its option not to reply to Vendor inquiries; therefore, Vendors should be prepared to submit a proposal based on the information included in the RFQ.

1.7 INTERPRETATION OF THE RFQ

Should any discrepancies be found in or omissions from the specifications, or doubt as to their meaning, the Contractor shall at once notify the Coordinator, in writing. The Coordinator will send written instructions or addenda as required to all interested parties. All addenda issued shall be incorporated into the contract. The University shall not be responsible for or bound by oral interpretations. Only questions answered by written addenda are binding. Questions received after the due date for inquiries cannot be answered.

1.8 REVISIONS TO THE RFQ

The University reserves the right to change the acquisition schedule or cancel the RFQ at any time and to make corrections or amendments due to errors identified in the RFQ by the University or Contractor. Any changes will be issued as an addendum to solicitation and will be attached to, and made a part of, the RFQ. All changes must be coordinated in writing authorized by, and made by the RFQ Coordinator or designee.

All RFQ corrections and addenda will be posted through Workday Strategic Sourcing portal and on WEBS https://fortress.wa.gov/ga/webs/ Contractors are responsible for checking the website for this information.

1.9 SIGNATURE

Unless otherwise noted, the signature on execution of the offer will constitute acceptance and compliance with the information and instructions of the solicitation. Proposal must be signed and dated with name and title typed or printed below the signature. Authorized signatures acceptable to the University are as follows:

A. Proposals submitted by a proprietorship must be signed by the Owner.

B. Proposals submitted by a partnership must be signed with the partnership name by one of the partners, followed by the signature and designation of the partner signing.

C. Proposals by a corporation must be signed with the legal name of the corporation, followed by the name of an authorized officer.

1.10 COST OF PROPOSALS

Costs incurred in preparing and presenting the proposals or incurred in any other manner by the Contractor in responding to this solicitation are not reimbursable and may not be charged to the University.

1.11 WITHDRAWAL OR MODIFICATIONS OF PROPOSALS

Any Contractor may withdraw their proposal upon written request at any time prior to the scheduled due date for submission of proposals.

1.12 PUBLIC DISCLOSURE

The University is subject to RCW 42.56 (Public Records Act). All responses and any subsequent Contract will become “public records” as defined in RCW 42.56.010

The Contractor must clearly specify any specific information that it claims is confidential or proprietary. Marking of the entire Response or entire sections as proprietary will not be honored. The University may not accept responses where pricing is marked as proprietary.

All responses received will remain confidential until the Apparent Successful Contractor has been announced by the University resulting from this RFQ and; thereafter, the responses will be deemed public records.

To the extent consistent with RCW 42.56, the University will maintain the confidentiality of all information marked confidential or proprietary. If a request is made to view the Contractor’s information, the University will notify the Contractor of the request and the date that such records will be released unless the Contractor obtains a court order enjoining that disclosure. The Contractor will have ten (10) business days from receipt of notice to obtain the court order. If the Contractor fails to obtain the court order enjoining disclosure, the University will release the requested information on the date specified.

1.13 ACCEPTANCE PERIOD

Contractor’s proposal must provide 120 business days for acceptance by the University from the due date for receipt of Proposals.

1.14 RESPONSIVENESS

All Proposals will be reviewed by the RFQ Coordinator to determine compliance with administrative requirements and instructions specified in this RFQ. The Contractor is specifically notified that failure to comply with any part of the RFQ may result in rejection of the Proposal as non-responsive.

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1.15 SELECTION OF PROPOSALS

In determining the “Apparent Successful Contractor”, in addition to cost, the Contractor’s compliance with the requirements of this solicitation, and the items listed below, shall be given consideration.

A. The ability, capacity, and skills of the Contractor to perform the contract or provide the service required.

B. The character, integrity, reputation, judgment, experience, and efficiency of the Contractor.

C. The quality of performance of previous contracts or service.

D. The previous and existing compliance by the Contractor with the laws relating to contract and services.

E. Such other information may be secured having a bearing on the decision to award the contract.

1.16 NO OBLIGATION TO CONTRACT

This solicitation does not obligate the University of Washington to contract for the solicited services specified herein.

1.17 CONTRACT IN BEST INTEREST

The University reserves the right to accept or reject proposals on each item separately or as a whole, to reject any or all proposals without penalty, to waive informalities or irregularities, and to contract in the best interests of the University.

1.21. PUBLICITY

Advertising, including use of the University marks and logos, press releases, or any other general public announcement by a Contractor, stating the availability of its products or services to University employees is strictly prohibited unless the Contractor has obtained prior written authorization from the UW Procurement Services Department.

1.22 NON-ENDORSEMENT

The successful Contractor agrees to make no reference to the University in any literature, promotional material, brochures, sales, presentation, or the like without express written consent of the University.

1.23 FUNDING

Any contract awarded as a result of this procurement is contingent upon the continued availability of state or federal agency funding.

1.24 CERTIFICATION AND ASSURANCES

The Apparent Successful Contractor will be expected to enter into a contract. In no event is a Contractor to submit its own standard contract terms and conditions in response to this solicitation. The Contractor may submit exceptions as allowed in the Certifications and Assurances form, Exhibit A. All exceptions to terms and conditions must be submitted as an attachment to Exhibit A, Certifications and Assurances form. The University will review requested exceptions and accept or reject the same at its sole discretion.

1.25 UNIVERSITY GENERAL TERMS AND CONDITIONS

The Apparent Successful Vendor will be expected to enter into a contract which is substantially the same as the University of Washington’s General Terms and Conditions which can be located here: https://finance.uw.edu/ps/suppliers/terms-conditions, and are also attached as Attachment A. In no event is a Vendor to submit its own standard contract terms and conditions in response to this solicitation. All exceptions to the contract terms and conditions must be submitted as an attachment to the bidder’s proposal. The Agency will review requested exceptions and accept or reject the same at its sole discretion.

1.26 RIDERS TO CONTRACT

UW reserves the right to supplement the Contract with additional Rider(s) that addresses certain risk area(s) or additional conditions associated with of the Work to be performed by the Contractor. A Rider may be required during Contract negotiation and formation, or, during the term of the Contract as an amendment. Based upon the type, nature, and purpose of the Work and this Contract, the Rider may address areas such as: civil rights, educational mission specific requirements, health-care specific, requirements, payment processing, privacy, special technical requirements, special insurance coverages, specific compliance requirements, etc.

1.27 IN-STATE RECIPROCITY

Pursuant to RCW 39.26.371 and WAC 200-300-075, the State of Washington Department of Enterprise Services has established a schedule of percentage increases to be added to Bids from Bidders in states that grant a preference to Contractors located in their state, or for goods manufactured in their state. The percentages related to each respective state are provided in the NASPO’s state preference repository and apply only to Bids received from Bidders in those states listed.

The appropriate percentage will be added to each Bid bearing the address from a state with in-state preferences rather than subtracting a like amount from Washington State Bidders.

This action will be used only for analysis and award purposes. In no instances shall the increase be paid to a Bidder whose Bid is accepted and awarded a Contract.

1.28 SUPPLIER CODE OF CONDUCT

Compliance with the University’s Supplier Code of Conduct, Exhibit B is a condition of doing business with the University, Contractor agrees to self-monitor their compliance with this Code of Conduct.

Failure to comply with these policies may cause the University to exercise its right to terminate its business relationship with Contractor. The University may require noncompliant Contractor to implement a corrective action plan. Contractors and Suppliers are responsible for ensuring that their employees and representatives understand and comply with this Code of Conduct. It is the Contractor's duty under this Code of Conduct to inform University Purchasing management of any violations of these requirements.

1.29 VISITING CAMPUS

Contractor will be required to comply with all University guidelines and requirements regarding facility access.

1.30 GRATUITIES

In accordance with RCW 42-52-150 and 160, Ethics in Public Service, no gifts, gratuities, or any item of economic value may be accepted by University Employees. Contractors agree to offer no such items to any University employee.

1.31 SMALL, VETERAN, MINORITY AND WOMEN’S BUSINESS ENTERPRISE PARTICIPATION

The University is committed to increasing opportunities for small and diverse business that contract with the University and encourages participation at a direct or indirect level. Attachment C, Small Business Participation Form must be submitted with proposal.

Participation is encouraged by firms:

1.31.1 Certified by the State Office of Minority and Women’s Business Enterprises (OMWBE) per RCW 39.19

1.31.2 Certified by the State Department of Veteran Affairs (DVA) per Executive Order 19.01

1.31.3 Identified by the U.S. Small Business Administration as a small business (SB)

1.31.4 Any affirmative action requirements set forth in federal regulation or statutes included or referenced in the contract documents will apply.

Proposals will not be rejected or considered non-responsive if no participation is proposed. The solicitation does not require a minimum level of participation as a condition of receiving an award; points may be assigned to proposals received from a certified or self-identified small business.

For information on certification, vendors may contact OMWBE at 360/753-9693 or http://www.omwbe.wa.gov or DVA at 360/725-2200 https://dva.wa.gov/ and to determine small business qualifications reference the SBA's table of small business size standards to find the small business classification requirements according to individual NAICS codes

1.32 U.S. Small Business Participation

Participation in contracts for goods and services is encouraged by firms which qualify under definitions by the U.S. Small Business Administration as small business (SB), or small disadvantaged business (SDB), or small women owned business (WOB). The percentage listed below is voluntary. No preference will be included in the evaluation of bids/proposals. Participation in University contracts may be either direct as the Contractor in response to this solicitation, or as a subcontractor to a Contractor. Voluntary U.S. Small Business goals for this solicitation are 15% SB/SDB/WOB

1.33 Subcontractor Participation Monitoring and Reporting

Once a contract is awarded through the solicitation or proposal process, the awarded Service Provider is obligated to complete the vendor registration in Access Equity. Access Equity is a secure online vendor management system (B2GNow). Confidential information (Tax ID, etc.) will not be published. The Awarded Service Provider that has previously registered with B2Gnow for any public entity, must verify the system has updated information.

Service Providers can access the system at https://omwbe.diversitycompliance.com/or through a direct link on the Office of Minority and Women’s Business Enterprises (OMWBE) website at: https://omwbe.wa.gov/.

Each month during the contract, the Service Provider will report payments to all Subcontractors through the Access Equity system. This monthly reporting information includes total payment in dollars made to the Subcontractor, payment dates, and any additional information required to verify payment to Subcontractors. The Service Provider will enter this payment information into the Access Equity system, and the Subcontractors will verify this payment information in the system. Online training is available through the Access Equity/B2Gnow system. This requirement applies to both Service Providers and Subcontractors.

SECTION II - REQUIREMENTS

2.1 SCOPE OF WORK

We are looking for a contractor to fulfill the following objectives:

Digital Advertising

1) Search Ads (Google)

· Providing monthly progress reports and/or dashboard of results

· Setting keyword and bidding strategies, including identifying negative keywords

· Reviewing and optimizing ad copy

· Implementing campaigns, monitoring KPIs and making adjustments as needed

· Providing insights into best practices

2) Social Media Ads (Meta and LinkedIn)

· Providing monthly progress reports and/or dashboard of results

· Reviewing and optimizing ad copy

· Researching and guiding audience targeting strategies

· Implementing campaigns, monitoring KPIs and making adjustments as needed

· Providing insights into best practices

3) Social Media Ad Graphics (Meta and LinkedIn)

· Creating brand-aligned ad graphics (images, videos, carousels, etc.) for 12+ multi-platform campaigns

· A/B testing graphics

· Providing insights into best practices

Ad Hoc Web Development (WordPress)

· Advising on best practices, especially relating to UX, UI, accessibility, GDPR and SEO

· Responding to and completing web development requests in a timely manner

· Implementing site-wide and page-specific updates as needed for two website properties — give.uwmedicine.org and uwmedalumni.org

2.3 FUNCTIONAL, TECHNICAL, AND PERFORMANCE REQUIREMENTS

Experience with the following tools and platforms:

Digital Advertising:

· Google Search

· Meta (Facebook and LinkedIn)

· LinkedIn

Web Development:

· WordPress

Design:

· Adobe Suite, Canva or similar

2.4 PROJECT MANAGEMENT REQUIREMENTS

It is expected our contractor to be available throughout FY26 and beyond, to schedule regular check in meetings with our team members and to provide performance insights related to our KPIs during each of these meetings. We prefer to work with no more than one point person for each aspect of this scope of work (advertising, design and web development).

2.5 PERSONNEL REQUIREMENTS

We expect our contractor to be able to complete or sub-contract each aspect of this scope of work (advertising, design and web development). In person meetings will not be required, so contractors may be local or remote, but must be available to meet on a regular basis during our working hours (9am – 5pm PT).

2.6 PERIOD OF PERFORMANCE

It is the intent of the University of Washington for work to begin on the date of contract execution, until 06/30/2026, unless extended by the University. The University reserves the right to extend the contract for additional 12-month renewal periods but shall be under no obligation to do so.

SECTION III - EVALUATION AND CONTRACT AWARD

3.1 EVALUATION PROCEDURE AND ORAL INTERVIEW / PRESENTATION

A. Evaluation Procedure Proposals will be evaluated strictly in accordance with the requirements stated in this solicitation and any addenda issued. The evaluation of proposals shall be accomplished by an evaluation team, to be designated by the UW, which will determine the ranking of the proposals. The RFQ Coordinator may contact the Contractor for clarification of any portion of the Contractor proposal.

B. Most Favorable Offer The University reserves the right to make an award without further discussion of the proposal submitted. Therefore, the proposal should be submitted initially on the most favorable terms.

3.2 EVALUATION CRITERIA & SCORING

Weight: 20%

b. Metric: Relevant experience providing web development services, especially relating to SEO, responsive design and web accessibility (as evaluated against the RFQ list of technical requirements).

Weight: 15%

c. Metric: Relevant experience designing engaging and brand-aligned ad graphics, following individual ad platform specs and requirements (as evaluated against the RFQ list of technical requirements).

Weight: 15%

2. Relevant Industry Experience

a. Metric: Depth of experience providing digital advertising, design and web development services for higher education institutions, academic medical institutions and/or fundraising institutions.

Weight: 5%

b. Metric: Experience working with other UW departments and within the UW IT security environment as an external entity.

Weight: 15%

3. Project Management and Reporting

a. Metric: Proposed structure for managing project timelines and deliverables, reporting out on KPIs and making project/campaign adjustments based on performance (assessed according to demonstrated ability to meet desired management and reporting requirements).

Weight: 15%

TOTAL

3.3 Notification to Proposers

The RFQ Coordinator will notify all Vendors who supplied proposals, of UW’s choice of the apparent successful Vendor.

EXHIBIT A – RETURN WITH PROPOSAL

CERTIFICATIONS & ASSURANCES

I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract:

1. I/we declare that all answers and statements made in the proposal are true and correct.

2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal.

3. The attached proposal is a firm offer for a period of 90 days following receipt, and it may be accepted by the University of Washington without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 90-day period.

4. In preparing this proposal, I/we have not been assisted by any current or former employee of the State of Washington whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. If there are exceptions to these assurances, I/we have described them in full detail on a separate page attached to this document.

5. I/we understand that the University of Washington will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the University of Washington, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal.

6. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or indirectly, to any other Proposer or to any competitor.

7. I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document.

8. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

9. I/we grant the University of Washington the right to contact references and other parties, who may have pertinent information regarding the ability of the Respondent and the lead staff person to perform the services contemplated by this RFQ.

We (select one) are

/ are not submitting proposed Contract exceptions. See UW Terms and Conditions. If Contract exceptions are being submitted, I/we have attached them to this form.

On behalf of the Respondent submitting this proposal, my name below attests to the accuracy of the above statement. We are submitting a scanned signature of this form with our proposal.

Date Title Signature of Proposer

Section IV Attachments

1. Attachment A. University of Washington General Terms and Conditions

1. Attachment B. Confidentiality Statement- Contractor to sign and return with proposal.

1. Attachment C. MWBE Response Form - Contractor to sign and return with proposal.

4. Attachment D. Question Template

5. Attachment E. Data Processing Agreement

6. Attachment F. IT Security Rider

7. Attachment G. IT Accessibility Rider image2.emf

UW General Terms and Conditions.pdf

UW General Terms & Conditions rev: 2-2-2024_cc 1

UNIVERSITY OF WASHINGTON GENERAL TERMS AND CONDITIONS

1. DEFINITIONS – As used throughout this Contract, the following terms shall have the meaning set forth below:

a. “Contract” means purchase order and/or the entire written agreement between the UW and the

Contractor, including any exhibits, Riders, and other materials incorporated by reference.

b. "The Contractor" means that firm, provider, organization, individual or other entity providing goods and/or performing service(s) under this Contract.

c. “Contractor Group” means, collectively, the Contractor and all Subcontractors.

d. “Debarment” means an action taken by a federal official to exclude a person or business entity from participating in transaction involving certain federal funds.

e. “Improper Influence” means any influence that induces or intends to induce a UW employee or officer to give special consideration or award a Contract on any basis other than the merits of the matter.

f. “Materials” means all information in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and sound reproductions.

g. “Ownership” includes the right to copyright, patent, and register, and the ability to transfer, these rights.

h. “RCW” means the Revised Code of Washington. All reference in this Contract to RCW chapters or sections shall include any successor, or replacement statute.

i. “Regulation” means any federal, state, local, or UW regulation, law, rule, or ordinance.

j. “Rider” means additional terms and conditions, other than General Terms and Conditions that address a specific UW requirement based on the scope and nature of Work.

k. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

l. "Subcontractor" means one not in the employment of the Contractor, and/or entity that owns or controls, is owned or controlled by, or is under common ownership or control of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor, and/or any person or entity appointed by or on behalf of the Contractor to carry out any portion of the Work. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. Control for the context of this paragraph, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting security, by contract, or otherwise.

m. "UW" means the University of Washington, any division, section, office, unit, or other entity of the University of Washington, or any of the officers or other officials lawfully representing the University of Washington.

n. “Work” refers to all services, work, and activities involved in providing the materials, work product deliverables, or other obligations that are the subject of the Contract.

2. ACCESSIBILITY - Contractor represents that it is committed to promoting and improving accessibility of all its products as specified in the University of Washington IT Accessibility Guidelines (https://uw.edu/accessibility/guidelines), and will remain committed throughout the term of this Contract. If the Products and Services are not in conformance with all applicable federal and state disability laws, policies, and regulations as of the Effective Date, Contractor shall use reasonable efforts to update the Products and Services so as to be in conformance therewith. In the event any issues arise regarding Contractor’s compliance with applicable federal or state disability laws, policies and regulations, University may send communications to Contractor as specified who will assign a person with accessibility expertise to reply to University within two (2) business days.

3. ADVANCE PAYMENTS PROHIBITED – No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by the UW except as authorized by law.

4. AMENDMENTS –

a. This Contract may be amended by mutual agreement of the parties. No material alterations in any of the terms, conditions, delivery, price, quality, quantity, or specifications shall be effective unless the alteration is expressly acknowledged and accepted in writing by the UW.

b. Automatic extensions and renewals are not authorized unless stated in writing and included in Contract issued by the UW.

UW General Terms & Conditions rev: 2-2-2024_cc 2

5. ANTITRUST ASSIGNMENTS – The Contractor hereby assigns to the UW any and all claims for price fixing or overcharges relating to goods, products, services and/or materials purchased under this Contract, except as to overcharges that result from antitrust violations commencing after the price is established under this Contract and that are not passed on to the UW under an escalation clause.

6. ASSIGNMENT – The work to be provided under this Contract, and any claim arising thereunder, is not assignable or delegable by the Contractor without prior written consent by the UW. Provision of monies due under this Contract shall only be assignable with prior written permission of the UW.

7. ATTORNEYS’ FEES – In the event of litigation or other action brought to enforce contract terms, each party shall bear its own attorney’s fees and costs.

8. BREACH, DEFAULT, TERMINATION

a. Breach: A breach of a term or condition of this Contract shall mean any one or more of the following events:

i. The Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to this Contract signed by the UW;

ii. The Contractor breaches any warranty or fails to perform or comply with any term or agreement in this Contract;

iii. The Contractor makes any general assignment for the benefit of creditors;

iv. In the UW ’s sole opinion, the Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

v. The Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors;

vi. Any receiver, trustee, or similar official is appointed for the Contractor or any of the Contractor’s property;

vii. The Contractor is determined to be in violation of any regulations and that such determination, in the UW’s sole opinion, renders the Contractor unable to perform any aspect of this Contract.

b. Default: The Contractor may be declared in default for a material breach of any term or condition.

c. Termination for Convenience: The UW may terminate this Contract, in whole or in part, at any time and for any reason by giving thirty (30) calendar days written notice to the Contractor. Termination charges shall not apply unless they are mutually agreed by both parties. Where termination charges are applicable, both parties agree to negotiate in good faith and to limit the extent of negotiations to valid documented expenses incurred by the Contractor prior to date of termination. Should the parties not agree to a satisfactory settlement, the matter shall be handled in accordance with Section 16 (“Dispute Resolution”).

d. Termination for Breach and/or Default: Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Contractor or the Contractor’s suppliers or subcontractors, the UW shall be entitled, by written or oral notice, to cancel and/or terminate this Contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all other rights against the Contractor by reason of the Contractor’s breach as provided by law.

e. Termination Due to Change in Funding: If the funds the UW relied upon to establish this Contract are withdrawn, reduced or limited, or if additional or modified conditions are placed on funding by the entity funding the UW, the UW may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice.

f. Termination by Mutual Agreement: The UW or the Contractor may terminate this Contract in whole or in part, at any time, by mutual agreement.

9. COMPLIANCE WITH APPLICABLE LAW – At all times during the term of this Contract, the Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to, nondiscrimination laws and regulations. To the extent that Contractor will provide performance to any UW Medicine entity, Contractor agrees to comply with all UW Medicine Compliance policies and the UW Medical Center Corporate Compliance Plan. Any violation of this section shall be considered a material breach of this Contract. Contractor agrees to indemnify and hold the UW harmless from any and all damages or claims caused by Contractor’s failure to comply with law.

10. COMPLIANCE WITH FEDERAL CIVIL RIGHTS LAW—The Contractor and Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or

UW General Terms & Conditions rev: 2-2-2024_cc 3 national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identify, national origin, protected veteran status or disability.

11. COMPLIANCE WITH NONDISCRIMINATION REQUIREMENT – During the term of this Contract, Contractor shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor shall give written notice of this nondiscrimination requirement to any labor organization with which Contractor has a collective bargaining or other agreement. In the event Contactor enters into any subcontract, Contractor shall include this clause therein.

12. CONFIDENTIALITY – The Contractor may use information gained by reason of this Contract only for the purpose of this Contract. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law. The Contractor shall maintain the confidentiality of all confidential information gained by reason of this Contract and shall return or certify the destruction of such information if requested in writing by the UW.

13. CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics Board or other tribunal, the UW may, in its sole discretion, by written notice to the Contractor terminate this Contract if it is found after due notice and examination by the UW that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute involving the Contractor in the procurement of this Contract, or the provision of goods or services under this Contract. If this Contract is terminated as provided herein, the UW shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Contract by the Contractor. The rights and remedies of the UW provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

14. COPYRIGHT AND INTELLECTUAL PROPERTY PROVISIONS – Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the UW. The UW shall be considered the author of such Materials. If the Materials are not considered “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the UW effective from the moment of creation of such Materials. For Materials that are delivered under this Contract, but that incorporate pre-existing materials not produced under this Contract, the Contractor grants to the UW a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to the UW. The UW shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any Materials delivered under this Contract. The UW shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor.

15. COVENANT AGAINST CONTINGENT FEES – The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents, as defined in the FAR Subpart 3.4, maintained by the Contractor for the purpose of securing business. The UW shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage, or contingent fee.

16. DELIVERY– Delivery shall be accomplished by the date and time in the applicable purchase order or contract document. Noncompliance may be construed as grounds for termination for cause for failure to deliver on time.

17. DISPUTE RESOLUTION – If a dispute arises out of or relates to this Contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolutions procedure.

18. FEDERAL EXCLUSION AND DEBARMENT – The Contractor, by accepting the terms of this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. The Contractor shall include the above mentioned requirement in any and all Subcontracts into which it enters. In the event that the Contractor becomes debarred, suspended or ineligible from participating in transactions, the Contractor shall notify the UW in writing within three (3) working days of an event. To the extent that the Contractor will provide performance to any UW Medicine entity, Contractor hereby represents and warrants that Contractor is not currently, and at no time has been sanctioned, debarred, suspended, or excluded by any federally funded healthcare program, UW General Terms & Conditions rev: 2-2-2024_cc 4 including without limitation, Medicare and Medicaid. Contractor hereby agrees to immediately notify UW of any threatened, proposed, or actual sanctions, debarment action, suspension, or exclusion by or from any federally funded health care program during the term of this Contract.

19. FORCE MAJEURE – Neither the Contractor nor the UW shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the Contractor or the UW. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of a governmental body other than the UW acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of the Contractor, the UW, or their respective Subcontractors.

20. GOVERNING LAW – This Contract shall be interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for King County.

21. INDEMNIFICATION – The Contractor shall indemnify, defend, and hold the UW, the Board of Regents of the UW, and their officers, employees, students, and agents harmless from and against all claims for damages, costs (including attorney’s fees), or liability, relating to the death or injury to any persons or the damage of any property resulting from or arising out of the acts or omissions of the Contractor or its employees, agents, or Subcontractors in connection with this Contract. The Contractor expressly agrees to indemnify, defend, and hold harmless the UW for any claim arising out of or incident to the Contractor’s or any Subcontractor’s performance or failure to perform this Contract. The Contractor shall be required to indemnify, defend, and hold harmless the UW only to the extent claim is caused in whole or in part by negligent acts or omissions of the Contractor. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify the UW, the Board of Regents of the UW, and their officers, employees, students, and agents as provided herein.

22. INDEPENDENT CONTRACTOR – The parties intend that an independent contractor relationship is created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the UW. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the UW or of the State of Washington by reason hereof, or act as attorney in fact, nor will the Contractor make any claim of right, privilege or benefit that would accrue to such employee. Conduct and control of the work will be solely with the Contractor.

23. INFRINGEMENTS – The Contractor agrees to defend, indemnify, and hold harmless the UW against all claims for patent, copyright, or franchising infringements arising from the purchase, installation, or use of material ordered under this Contract, and to assume all expense and damage arising from such claims.

24. INSURANCE—If the Contractor’s performance under this Contract will involve Work falling into any of the categories enumerated within this section, Contractor shall maintain, during the performance of this Contract, all relevant types of insurance in amounts equal to or exceeding those listed below. Upon request, Contractor shall, prior to the commencement of Work under this Contract, provide the UW Procurement Services Department, at 4300 Roosevelt Way NE, Seattle, WA 98105-4718, or other University unit identified in Contract, with a certificate of insurance evidencing proof of insurance coverage, and shall name the Board of Regents of the UW as an additional insured. All insurance policies shall contain an appropriate severability of interests clause. UW reserves the right to require additional types of insurance, and/or higher insurance limits, as circumstances require.

Contractor shall provide appropriate proof of insurance under this section upon request, regardless of type or amount. Upon request, Contractor shall submit to UW within fifteen (15) days of the Contract effective date, a certificate of insurance that outlines the coverage and limits defined in this section. Contractor shall submit renewal certificates as appropriate during the term of the Contract. Contractor shall maintain insurance of at least the following types and amounts:

a. Commercial General Liability Insurance.

For service contracts in which Contractor will perform a significant portion of the Work under this Contract on the UW Campus, within UW facilities, in contact with UW employees or students, or upon request, Contractor shall maintain Commercial General Liability Insurance, and provide proof of such upon request, in the following amounts:

• $1,000,000 per occurrence

• $3,000,000 aggregate

• $100,000 damage to premises

UW General Terms & Conditions rev: 2-2-2024_cc 5

b. Automobile Liability Insurance.

For Contracts including services delivered pursuant to this Contract involving the use of vehicles, either owned, unowned, or hired by the Contractor, Contractor shall maintain Automobile Liability Insurance, and provide proof of such, in the following amount:

• $1,000,000 per occurrence; owned, unowned, and hired vehicles shall be covered;

• Contractor may provide Combined Single Limit for bodily injury and property damage.

c. Professional Liability/Errors and Omissions Insurance.

For services delivered pursuant to this Contract, either directly or indirectly that involve or require professional services, skill, and/or judgment, or upon request, Contractor shall maintain Professional Liability/Errors and Omissions Insurance, and provide proof of such upon request, in the following amounts:

• $2,000,000 per claim

• $3,000,000 aggregate

For Contracts under this subsection, the provision of Professional Liability/Errors and Omissions Insurance shall replace the Contractor’s obligation to maintain and provide proof of Commercial General Liability Insurance.

d. Foreign Liability Insurance For services provided under this Contract which will be performed outside of the United States or upon request, Contractor shall maintain the following types and levels of insurance and provide proof of such upon request:

• International Commercial General Liability coverage with a limit of at least $5,000,000 per occurrence including products/completed operations coverage;

• International voluntary workers’ compensation coverage per statutory requirements;

• International automobile liability insurance with limits of at least $1,000,000 per occurrence;

25. LIENS, CLAIMS AND ENCUMBRANCES – The Contractor warrants and represents that all materials, equipment, or services delivered herein are free and clear of all liens, claims, or encumbrances of any kind.

26. LIMITATION OF LIABILITY – The UW shall not be liable to the Contractor or to any Subcontractor, regardless of the form of action, for any consequential, incidental, indirect, or special damages, or for any claim or demand based on a release of information, or patent, copyright, or other intellectual property right infringement. This section does not modify any specific agreement regarding liquidated damages, or any other conditions expressly agreed elsewhere between the parties.

27. ORDER IDENTIFICATION – All invoices, packing lists, packages, shipping notices, and other written documentation affecting any goods delivered under this Contract shall contain the applicable order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this Contract indicating the contents therein.

Invoices will not be processed for payment until all items invoiced are received. Shipments received without order numbers may be refused at the Contractor’s expense.

28. ORDER OF PRECEDENCE – In the event of any inconsistencies or conflicting terms and conditions in this Contract, such inconsistency or conflict shall be resolved by giving precedence in the following order: any negotiated Contract between the UW and Contractor; federal flow down terms and conditions (if applicable); federal, state, or local laws or regulations. The Contractor’s terms proposed are rejected unless otherwise provided in writing by the UW Procurement Services Department.

29. MISCELLANEOUS FEES/CHARGES - The UW reserves the right to short pay invoices that include unidentified or miscellaneous fees and charges not included in Contractor’s quote, proposal, or contract with the UW.

Miscellaneous fees/charges may include, but are not limited…