Real Time Transit Tracking and Prediction Moblie App.docx

Request for Proposal

Real-Time Transit Tracking and Prediction Application

December 20, 2023

A VASCUPP™ Member Institution Issued by Procurement and Supplier Diversity Services Charlottesville, Virginia

A. GENERAL INFORMATION

Request for Proposal (RFP) Name: Real-Time Transit Tracking and Prediction Mobile Application

RFP Number: UVA-00086

Issue Date: Wednesday, December 20, 2023, 10:00 A.M.

Brief Description: Provide a Real-Time Transit Tracking and Prediction Mobile Application

Preproposal Questions: Any questions concerning this RFP must be sent to the buyer listed below no later than 2:00 P.M., Wednesday, January 10, 2024, in order to guarantee a timely response prior to the proposal due date.

Proposal Due Date 4:00 P.M., Thursday, January 18, 2024. Firms must submit one electronic proposal, formatted in Microsoft Word, Adobe PDF, or Excel where applicable. The proposal will be submitted via the University’s Public Postings Page. In order to submit/upload the electronic proposal, registering with the University as a supplier is required. The University reserves the right to reject proposals received after the proposal due date and time noted in this RFP. However, the University may, at its complete and sole discretion, accept late proposals if acceptance of a late proposal is determined to be in the best interest of the University.

Any trade secrets or proprietary information submitted with a proposal for which the firm seeks protection from public disclosure must be clearly identified by the specific page and section number in the proposal and accompanied by a suitable justification requesting non-disclosure.

Negotiations: Negotiations, if needed, will be held the week of February 12, 2024.

At this time, firms might be asked to provide an online demonstration of their system.

Expected Award Date: The week of March 11, 2024.

Term of Agreement: The term of a resulting Agreement or Purchase Order will be for five years, with the ability to renew on the same or similar terms and conditions for an additional five years if mutually agreeable to the University and the Selected Firm. The Selected Firm and the University will mutually agree at least 180 days prior to each renewal period whether to renew the terms of the Agreement.

Refer ALL QUESTIONS to the issuing office:

University of Virginia Department of Procurement and Supplier Diversity Services 1001 North Emmet St, Carruthers Hall P.O. Box 400202 Charlottesville, VA 22904-4202 Attention: John Gerding Phone: 434-982-2563 Email: jeg5y@virginia.edu

The Request for Proposal (RFP) can be accessed at the University’s Public Postings Page.

It is the firm’s responsibility to ensure the latest version of the entire RFP, updates, addenda, and related links are reviewed prior to the submission of a proposal. We encourage you to check the website frequently for any changes prior to the due date.

For questions regarding the content of the RFP, please contact the Buyer listed above.

Additional information can be found on the Procurement and Supplier Diversity Services website: http://www.procurement.virginia.edu

For ease of reference, each firm or individual receiving this RFP is referred to as a “firm” and the firm or individual selected to provide services for the University is referred to as the “Selected Firm.” This RFP states the instructions for submitting proposals and the procedure and criteria by which a firm may be selected.

B. SCOPE OF GOODS & SERVICES

The University and the Department of Parking and Transportation seek a qualified firm to develop or provide Automated Vehicle Location and Prediction Mobile Application.

University Transit Service (UTS) within the Department of Parking and Transportation provides fixed route transit, charter, and OnDemand transportation services to university staff, faculty, students, visitors, and other community members. Fixed route transit operates 7 routes, 39 transit buses, and transports approximately 10,000 passengers a day including 2 commuter routes for UVA Hospital. Transit hours of operation are typically 5 A.M. until 2 A.M., Monday through Friday, and 12 P.M. until 2 A.M. on weekends during the academic semesters. UTS fixed route services are open ridership while OnDemand services are closed ridership to those only with UVA credentials. UTS OnDemand operates from 10 P.M. until 5 A.M. during the academic semester, including weekends. UTS currently uses TransLoc for both real-time and OnDemand platforms.

University Transit Service is looking to implement an AVL (Automatic Vehicle Location) system with better integration across other platforms to improve operations, enhance data collection and reporting, and provide reliable real-time information. A current list of vendors used on UTS vehicles includes: UTA Automated Passenger Counting (APC), Luminator designation signs, Verizon cellular network, and County of Albemarle Radio Systems. UTS also plans to implement video surveillance into new and existing vehicles soon for security purposes. UTS is open to alternatives to UTA for APC functionality.

For this RFP, vendor features have been grouped into two categories: core and optional. Ideally, the system needs to be able to deliver all functionality and features with optional functionality considered in longer-term roadmaps. Optional features are desired, but UTS may deploy only as needed or decided.

Core Functions:

· AVL system for fixed route – devices/hardware that uses GPS to enable remote tracking

· AVL hardware can record the speed and location of a vehicle. Other data points are a plus.

· High frequency of update or ‘ping’ frequency of the AVL unit, as this leads to ‘smooth’ tracking of vehicles.

· Operational effectiveness reporting suites.

· APC: AVL integration with UTA passenger counting solutions through an open API. Or the Selected Firm has a functional alternative to UTA to provide APC capabilities.

· Onboard equipment and backend hardware (if not UTA compatible)

· Ridership reporting

· Passenger Mobile Application – the Selected Firm must provide a passenger app (iOS and Android) as well as a passing-facing webpage.

· Ease of use for public

· Service alerts for communications and, ideally, push notifications.

· Interface for OnDemand vehicle location tracking

· Manager/Admin/Dispatch desktop interface

· Assigning vehicles to schedules (“blocks”)

· Instant Replay Viewer

· Ability to toggle the visibility of routes.

Optional Functions:

· AVA (automated voice announcements) provider – ideally, UTS AVL provider will be the AVA provider.

· Future capability for hardware and/or software solution for fleet management/pre- and post-trip vehicle inspection.

· GTFS (General Transit Feed Specification) file creation and publishing

· Ideally, the ability to internally build and program the file. UTS does not want to send information to The Selected Firm’s technician to build the feed.

· Ability to publish the GTFS file and/or the ability to schedule the publication of the file.

· Ability to offer integration with Google services (in the future).

· Optional Passenger app features

· Meets WCAG (Web Content Accessibility Guidelines) standards

· Trip planning through an internal system or Google maps connectivity

· App with connectivity to OnDemand solutions platforms, ideally established partnerships with a preferred OnDemand vendor.

· Optional Manager/Admin/Dispatch mobile application

· Admin access/customization to our display. Ability to make the experience more University-centric. Provide a white-label interface that can be customized to a University of Virginia experience.

C. BASIS OF SELECTION

Proposals will be evaluated based upon the overall merits/value of the proposal including, but not limited to, price. The University will evaluate proposals, and if a firm is to be selected, select the firm on the basis of:

For more information about SWAM and the University’s SWAM plan, please see the letter in Attachment 2 and refer to the following site: www.procurement.virginia.edu/main/publicpostings/rfp/SWAMplan.pdf

D. CONTENTS OF PROPOSAL

Proposals will be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis will be on completeness and clarity of content and will be organized in the order in which the requirements are presented in the RFP.

Unnecessarily elaborate brochures and other presentations beyond that sufficient to present a complete and effective proposal are not desired and may be construed as an indication of the firms’ lack of cost consciousness. Elaborate artwork, expensive paper and bindings, and expensive visual and other presentation aids are neither necessary nor desired.

Firms will provide the following information:

IMPORTANT: A firm may not request that its entire proposal be treated as a trade secret or proprietary information, nor may a firm request that its pricing/fees be treated as a trade secret or proprietary information, or otherwise be deemed confidential.

E. TERMS AND CONDITIONS

This solicitation and any subsequent award are subject to:

1. The Selected Firm registering with the University of Virginia as a Supplier.

2. The Selected Firm registering and accepting eVA Terms and Conditions prior to award, see http://www.eva.virginia.gov/

3. Any agreement resulting from this RFP will be governed by the University’s General Contractual Provisions, see Attachment 1.

4. The Selected Firm will be required to accept the Data Protection Addendum, see Attachment 2.

F. OTHER INFORMATION

The Selected Firm shall procure and maintain and require any Subcontractor to procure and maintain for the duration of the contract, insurance against claims which may arise from or in connection with the performance of the work and the results of that work by the Selected Firm, its agents, representatives, employees or subcontractor. Beginning on the Commencement Date and continuing during the Initial Term of the Contract and any Renewals or extensions thereof, the Selected Firm, at the Selected Firm’s expense, shall keep in force, with an insurance company with a current A.M. Best’s rating of no less than A:VII, one which is authorized to transact business in Virginia, and in a form acceptable to the University the following:

Commercial General Liability (CGL): providing CGL coverage on an “occurrence” basis, including for (X) bodily injury liability including: death, assault or battery, (X) property damage liability for damage to property of third parties, (X) personal injury liability, (X) advertising injury liability, (X) contractual liability, (X) products / completed operations liability with limits no less than Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) aggregate.

Automobile Liability: providing coverage on all vehicles (i.e., owned, non-owned, and hired) operated with combined minimum limits of liability of at least One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage.

Workers’ Compensation: providing coverage of at least the statutory amounts covering all employees, and employer’s liability insurance with minimum limits of One Million Dollars ($1,000,000) for each coverage part.

Employment Practices Insurance: providing coverage against claims made by any employee, former employee, or potential employee, or third party who alleges discrimination (e.g., age, sex, race, or disability), wrongful termination of employment, harassment, or any other employment practices-related injuries with limits of liability of at least One Million Dollars ($1,000,000).

Cyber Insurance: providing coverage against information security and privacy breaches (including social engineering coverage, legal and forensic services, credit monitoring programs, website media content liability, crisis management and public relations and violations of Payment Card Industry compliance with combined limits of liability of at least Three Million Dollars ($3,000,000)

Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status The Commonwealth of Virginia and The Rector and Visitors of the University of Virginia, its officers, employees, and agents are to be covered on the CGL policy with respect to liability arising out of work or operations performed including materials, parts, or equipment furnished in connection with such work or operations.

Primary Coverage For any claims related to this contract, the Selected Firm’s insurance coverage shall be primary insurance as respects The Commonwealth of Virginia, The Rector and Board of Visitors of the University of Virginia, its officers, employees and agents. Any insurance or self-insurance maintained by the Commonwealth of Virginia, the Rector and Board of Visitors of the University of Virginia, its officers, employees and agents shall be excess of the Vendor’s insurance and shall not contribute with it.

Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the University.

Waiver of Subrogation The Selected Firm will grant to the University a waiver of any right to subrogation which any insurer of said Selected Firm may acquire against the University by virtue of the payment of any loss under such insurance. The Selected Firm will agree to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the University has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the University. The University may require the Selected Firm to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Claims Made Policies If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the The Selected Firm must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage The Selected Firm shall furnish the University with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the University before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Selected Firm’s obligation to provide them. The University reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances The University reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Attachment 1 General Contractual Provisions

A. Nondiscrimination During the performance of this Agreement, the Selected Firm will comply with the contract provisions contained in Section 2.2-4311 (1) & (2) of the Code of Virginia or any successor provisions which may be applicable to this Agreement. Also, in accordance with Section 2.2- 4343.1, the University does not discriminate against faith-based organizations.

B. Conflict of Interests The Selected Firm represents to the University that its entering into this Agreement with the University and its performance through its agents, officers and employees does not and will not involve, contribute to nor create a conflict of interest prohibited by the Virginia State and Local Government Conflict of Interests Act (Va. Code 2.2-3100 et seq), the Virginia Ethics In Public Contracting Act (Va. Code 2.2-4367 et seq), the Virginia Governmental Frauds Act (Va. Code 18.2-498.1 et seq) or any other applicable law or regulation.

C. Independent Contractor The Selected Firm is not an employee of the University but is engaged as an independent contractor. The Selected Firm will indemnify and hold harmless the Commonwealth of Virginia, the University, and its employees and agents, with respect to all withholding, Social Security, unemployment compensation and all other taxes or amounts of any kind relating to the Selected Firm's performance of this Agreement. Nothing in this Agreement will be construed as authority for the Selected Firm to make commitments which will bind the University, or to otherwise act on behalf of the University, except as the University may expressly authorize in writing.

D. Drug-Free Workplace The Selected Firm, its agents and employees are prohibited, under the terms of this Agreement, Code of Virginia Section 2.2-4312, and the Commonwealth of Virginia, Department of Human Relations Management Policy Number 1.05, from manufacturing, distributing, dispensing, possessing, or using any unlawful or unauthorized drugs or alcohol while on university property.

During the performance of this Agreement, the Selected Firm agrees to 1) provide a drug-free workplace for the Selected Firm's employees; 2) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Selected Firm's workplace and specifying the actions that will be taken against employees for violations of such prohibition; 3) state in all solicitations or advertisements for employees placed by or on behalf of the Selected Firm that it maintains a drug-free workplace; and 4) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor/supplier.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific agreement awarded to a Selected Firm, the employees of whom are prohibited from engaging in the unlawful manufacturing, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this Agreement

E. Information Technology Access

· Effective, interactive control and use of the Technology will be readily achievable by non-visual means.

· Technology equipped for non-visual access will be compatible with information technology used by other individuals with whom any blind or visually impaired user of the Technology interacts.

· Non-visual access technology will be integrated into any networks used to share communications among employees, program participants or the public; and

Technology for non-visual access will have the capability of providing equivalent access by non-visual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. Installation of hardware, software, or peripheral devices used for non-visual access is not required when the Technology is being used exclusively by individuals who are not blind or visually impaired, but applications programs and underlying operating systems (including the format of the data) used for the manipulation and presentation of information will permit the installation and effective use of non-visual access software and peripheral devices.

If requested, the agreement must provide a detailed explanation of how compliance with the foregoing non-visual access standards is achieved and a validation of concept demonstration.

F. Unauthorized Alien Use The Selected Firm warrants that it does not knowingly employ an “unauthorized alien,” as such term is defined in the federal Immigration Reform and Control Act of 1986. The Selected Firm furthermore agrees that, during the term of this Agreement, it will not knowingly employ an unauthorized alien.

G. Additional Federal Grant Provisions The following provisions apply to a contract made under a federal grant: Appendix II to Part 200 - Contract Provisions for Non-Federal Entity Contracts Under Federal Awards.

H. Assignment Neither party to this Agreement will have the right to assign this Agreement in whole or in part without the prior written consent of the other.

I. Amendments No amendment of this Agreement will be effective unless it is reduced to writing and executed by the authorized University signatory and by the individual signing the Selected Firm's proposal or by other individuals named by either party as specified in the Notices provision below. If the Selected Firm deviates from the terms of this Agreement without a written amendment, it does so at its own risk.

J. Notices Any notice required or permitted to be given under this Agreement will be in writing and will be deemed duly given: (1) if delivered personally, when received; (2) if sent by recognized overnight courier service, on the date of the receipt provided by such courier service; (3) if sent by registered mail, postage prepaid, return receipt requested, on the date shown on the signed receipt, or (4) if sent by facsimile, when received (as verified by sender’s machine) if delivered no later than 4:00 p.m. (receiver’s time) on a business day or on the next business day if delivered (as verified by sender’s machine) after 4:00 p.m. (receiver’s time) on a business day or on a non-business day. All such notices will be addressed to a party at such party’s address or facsimile number as shown below.

If to the University:

Procurement and Supplier Diversity Services University of Virginia P.O. Box 400202 Charlottesville, Virginia 22904-4202 Phone: 434-924-4019 Fax: 434-982-2690

K. University Registration The Selected Firm agrees to register and remain registered as a supplier with the University during the term of this Agreement and to comply with all applicable terms and conditions associated with registration.

L. eVA Registration / Transaction Fee The eVA Internet electronic procurement solution is the Commonwealth of Virginia's comprehensive electronic procurement system. The portal is a gateway for firms to conduct business with state agencies and public bodies. All agencies and public bodies are expected to utilize eVA and all firms desiring to provide goods and/or services in the Commonwealth are encouraged to participate in the eVA Internet e-procurement solution.

The Selected Firm is required to register in the eVA Internet e-procurement solution as a condition of award and remain eVA registered during the term of this Agreement. The Selected Firm will be subject to an eVA transaction fee, for which the Selected Firm will be invoiced by The Commonwealth of Virginia, Department of General Services. The Selected Firm may not recoup the eVA fee by invoicing the University for the fee. Additional information is available at www.eva.virginia.gov

The Selected Firms must ensure that only eVA registered sites are maintained in the University’s supplier registration system. If the Selected Firm does not meet this requirement throughout the term of the Agreement, the Selected Firm may be responsible for all additional eVA expenses incurred by the University because of the firm not maintaining proper eVA registration and/or having a non-eVA registered site(s) within the University’s supplier registration system.

M. Waiver No waiver of any right will be deemed a continuing waiver, and no failure on the part of either party to exercise wholly or in part any right will prevent a later exercise of such or any other right.

N. Indemnification The Selected Firm will indemnify and hold harmless The Commonwealth of Virginia, The Rector and Visitors of the University of Virginia, and its agents, employees and officials from any and all costs, damage or loss, claims, liability, damages, expenses (including, without limitation, attorneys’ fees and expenses) caused by or arising out of the performance or non-performance of this Agreement by the Selected Firm or its agents or subcontractors, including the provision of any services or products. The Selected Firm warrants that the products, services provided the University may be used by the University without being in violation of any copyright, patent or similar property right or claim by others and will defend, indemnify and save the University (its employees and agents) from and against any such claim.

O. Termination

P. Non-Appropriation Funding for any Agreement between the University and the Selected Firm is always dependent upon the appropriation of funds by the Virginia General Assembly and/or any other organization of the Commonwealth authorized to appropriate such funds. If funding to support this Agreement is not appropriated, whether in whole or in part, then this Agreement may be terminated by the University effective the last day for which appropriated funding is available.

Q. Right of Audit The University reserves the right to audit or cause to be audited the Selected Firm's books and accounts regarding the University's account at any time during the term of this Agreement and for three years thereafter. The Selected Firm will make available to the University all books and records relating to performance of this Agreement as may be requested during said period. This specifically includes, but is not limited to, the right of the University to require the Selected Firm perform self-audits within reasonable parameters established by the University.

R. Contractual Claims Procedure The Virginia Acts of Assembly of 2007, Chapter 943, Chapter 3, Exhibit P, and its attachments requires contractors with the University to submit any claims, whether for money or other relief, in writing no later than 60 days after final payment; however, written notice of the contractor’s intention to file such a claim must be given at the time of the occurrence or beginning of the work upon which the claim is based.

The University's procedure for deciding such contractual claims is:

1. The Selected Firm must provide the written claim to:

Director of Strategic Sourcing, Procurement and Supplier Diversity Services University of Virginia Carruthers Hall 1001 North Emmet Street P. O. Box 400202 Charlottesville, Virginia 22904-4202

2. Although the Selected Firm may, if it chooses, attempt to resolve its claim by dealing with a University department other than the one stated in Section 1 above, the Selected Firm must submit any unresolved claim in writing no later than 60 days after final payment to the Assistant Director of Procurement and Supplier Diversity Services if it wishes to pursue its claim.

3. Upon receiving the written claim, the Director of Strategic Sourcing, Procurement and Supplier Diversity Services will review the written materials relating to the claim and decide whether to discuss the merits of the claim with the Selected Firm. If such discussion is to be held, the Director of Strategic Sourcing, Procurement and Supplier Diversity Services will contact the Selected Firm and arrange such discussion. The manner of conducting such discussion will be as the Director and Selected Firm mutually agree.

4. The Director of Strategic Sourcing, Procurement and Supplier Diversity Services will mail his or her decision to the Selected Firm within 60 days after receipt of the claim. The decision will state the reason for granting or denying the claim.

5. The Selected Firm may appeal the decision to:

by providing a written statement explaining the basis of the appeal within 15 days after the Selected Firm's receipt of the decision.

6. Upon receiving the written appeal, the Director of Procurement and Supplier Diversity Services will review the written materials relating to the claim and decide whether to discuss the merits of the claim with the Selected Firm. If such discussion is to be held, the Director of Procurement and Supplier Diversity Services will contact the Selected Firm and arrange such discussion. The manner of conducting such discussion will be as the Director of Procurement and Supplier Diversity Services and the Selected Firm mutually agree.

7. The Director of Procurement and Supplier Diversity Services will mail his or her decision to the Selected Firm within 60 days after the Director of Procurement and Supplier Diversity Services receipt of the appeal. The decision will state the reasons for granting or denying the appeal.

Nothing in this procedure will preclude either party from filing a claim in any court of the Commonwealth of Virginia to seek legal or equitable remedy if a dispute should arise, in addition to such other remedies as are expressly provided in this Agreement. The Selected Firm may not, however, file such claim unless and until it has complied fully with the procedure set forth in this provision

S. Cooperative Procurement / Use of Agreement by Third Parties It is the intent of this Agreement to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institution, or any University related foundation may access this Agreement if authorized by the Selected Firm

Participation in this cooperative procurement is strictly voluntary. If authorized by the Selected Firm, this Agreement may be extended to the entities indicated above to purchase at fees in accordance with this Agreement. The Selected Firm will notify the University in writing of any such entities accessing this Agreement. No modification of this Agreement or execution of a separate agreement is required to participate. The Selected Firm will provide semi-annual usage reports for all entities accessing this Agreement. Participating entities will place its own orders directly with the Selected Firm and will fully and independently administer its use of this Agreement to include contractual disputes, invoicing, and payments without direct administration from the University. The University will not be held liable for any costs or damages incurred by any other participating entity because of any authorization by the Selected Firm to extend this Agreement. It is understood and agreed that the University is not responsible for the acts or omissions of any entity and will not be considered in default of this Agreement no matter the circumstances.

Use of this Agreement does not preclude any participating entity from using other agreements or competitive processes as the need may be.

T. Goods and/or Services During the term of this Agreement, the Selected Firm will provide for the University the goods and/or services offered to the University by the firm in its proposal and/or any addenda to its proposal which has been approved in writing by the University and as may be further specified by the University in writing when it selected the firm.

U. Future Goods and/or Services

V. Ordering Procedures The University does not place verbal orders for Goods and/or Services. The University may only place orders for Goods and/or Services by issuing a formal written Purchase Order in advance of the Selected Firm’s provision of any Goods and/or Services. Accordingly, at the University’s request, the Selected Firm will issue a proposal/quotation listing the Goods and/or Services discussions and/or revisions, the University will issue a corresponding Purchase Order for a specified fee amount. This specified fee amount cannot be exceeded by the Selected Firm unless a new formal written Purchase Order or Purchase Order revision is issued by the University authorizing a specific additional fee amount. Under no circumstances does the University authorize the Selected Firm to provide Goods and/or Services before receipt of a formal written Purchase Order corresponding to its proposal/quotation. If the Selected Firm provides Goods and/or Services prior to receipt of a formal written Purchase Order or incurs costs more than authorized purchase order fee amounts, it does so at its own risk.

W. Compliance The Selected Firm will comply with all applicable laws and industry standards in performing services under this Agreement. Any Selected Firm personnel visiting the University’s facilities will comply with all applicable University policies regarding access to, use of, and conduct within such facilities.

X. Force Majeure Neither Party will be deemed in default or otherwise liable hereunder due to its inability to perform by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state, national or international ordinance or law or any executive, administrative, judicial or similar order, including orders from any governing body (which order is not the result of any act or omission to act which would constitute a default under this Agreement), or any failure or delay of any transportation, power, or other essential thing required, or similar causes beyond the Party’s control. Any delay in performance will be no greater than the event of force majeure causing the delay. If an event of force majeure continues uninterrupted for a period exceeding six calendar months, either Party may elect to terminate this Agreement upon notice to the other, but such right of termination, if not exercised, will expire immediately upon the discontinuance of the event of force majeure.

Y. Governing Law This Agreement will be governed and construed in all respects by the laws of the Commonwealth of Virginia.

Z. Entire Agreement This is the entire agreement between the University (including University employees and other End Users) and the Selected Firm. If the Selected Firm enters into terms of use agreements or other agreements or understanding, whether electronic, click-though, verbal or in writing, with university employees or other End Users, such agreements will be null, void and without effect, and the terms of this Agreement will apply.

AA. Agreement Signature This Agreement may be executed in counterparts, each of which will be deemed an original, and both of which taken together will constitute one and the same document. Electronically transmitted signatures will be deemed originals for all purposes relating to the agreement.

AB. Payment Terms The University’s standard payment term is Net 45. All payments will be made by check. The University will compute the payment date from the date of delivery of goods at destination, after final inspection and acceptance, from the date of completion of services, or from the date the correct invoice is received in the Accounts Payable Division, whichever is later.

AC. Virginia’s Freedom of Information Act (FOIA) This Agreement is governed by and subject to the Commonwealth of Virginia’s Freedom of Information Act (FOIA). All pricing information, consistent with the public interest and the underlying policy of the Commonwealth of Virginia, is open to the inspection of any qualified requestor and cannot be designated as confidential, proprietary or trade secret to avoid disclosure. Pricing information is also shared on a need-to-know basis both within the University and its affiliates and consultants for purposes of operational review, transaction management, contract compliance & monitoring, benchmarking, and performance improvement. Attempts to prevent disclosure of pricing information by designating it as confidential, proprietary or trade secret will be ignored. In addition, any non-price information considered by a firm to be proprietary or to constitute trade secret(s) is also subject to disclosure under FOIA, except that information provided by the Selected Firm that constitutes proprietary information or trade secret(s), other than pricing information, may be exempted from disclosure if the Selected Firm invokes the protections of Virginia Code Section 2.2-4342(F) in writing and follows its stated requirements prior to or upon submission of the information for which the Selected Firm is seeking protection.

AD. Fair Employment Contracting Act In accordance with Code of Virginia Section 2.2-4201, during the performance of this Agreement, the Selected Firm agrees as follows:

1. The Selected Firm will not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin, except where religion, sex, or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Selected Firm. The Selected Firm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the contractor has contracts of over $10,000.

2. The Selected Firm will, in all solicitations or advertisements for employees placed by or on behalf of the Selected Firm, state that the Selected Firm is an equal opportunity employer. However, notices, advertisements and solicitations placed in accordance with federal law, rule or regulation will be deemed sufficient for the purpose of meeting the requirements of this provision.

3. If the Selected Firm employs more than five employees, the Selected Firm will (i) provide annual training on the Selected Firm's sexual harassment policy to all supervisors and employees providing services in the Commonwealth of Virginia, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the Selected Firm’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth of Virginia that the Selected Firm owns or leases for business purposes and (b) the Selected Firm's employee handbook.

The Selected Firm will include the provisions of subparagraphs 1, 2, and 3 above in every subcontract or purchase order of over $10,000, so that such provisions will be binding upon each subcontractor or vendor.

ATTACHMENT 2

DATA PROTECTION ADDENDUM

This Data Protection Addendum (“Addendum”) is entered into as of _______________, by and between _______________________________ (“Selected Firm”) and The Rector and Visitors of the University of Virginia (“UVA” or “University”) (each a “Party” and collectively the “Parties”).

WHEREAS, the Parties have entered into one or more agreements or arrangements (collectively, the “Underlying Agreement(s)”) under which Selected Firm will create, obtain, transmit, use, maintain, process, or dispose of University Data (as defined in the Definitions Section of this Addendum) in order to fulfill its obligations to the University under the Underlying Agreement(s).

WHEREAS, if Selected Firm, through its work with the University, may receive one of the University’s designated “health care components” identified below, will receive, create, or come into non-incidental contact with individually identifiable health information of UVA patients or UVA Health Plan participants -- “Protected Health Information” as that term is defined in regulations under the Health Insurance Portability and Accountability Act of 1996 ( “HIPAA”), at 45 C.F.R. Part 160.103 -- the Business Associate Addendum found at https://suppliers.uvafinance.virginia.edu/resources/business-associate-addendum applies in addition to this Data Protection Addendum. Where noted herein, certain sections of the Business Associate Addendum replace sections of this Data Protection Addendum as regards Protected Health Information (“PHI”).

WHEREAS, this Addendum sets forth the terms and conditions pursuant to which University Data will be protected by Selected Firm during the term of the Parties Underlying Agreement(s) and after its termination.

STANDARD PROVISIONS

1. Definitions

a. “End User” means an individual authorized by the University to access and use the Services provided by Selected Firm under this agreement.

b. “Protected University Data” includes all data defined as Highly Sensitive, Sensitive, or Internal Use data in UVA's IRM-003 Data Protection of University Information policy (http://uvapolicy.virginia.edu/policy/IRM-003) that is not intentionally made generally available by the University on public websites or publications, including but not limited to business, administrative and financial data, intellectual property, and patient, student, and personnel data.

c. “Securely Destroy” means taking actions that render data written on physical (e.g., hardcopy, microfiche, etc.) or electronic media unrecoverable by both ordinary and extraordinary means. These actions must meet or exceed those sections of the National Institute of Standards and Technology (NIST) SP 800-88, REV 1 guidelines relevant to data categorized as high security.

d. “Security Breach” means the unauthorized access, use or disclosure that compromises or threatens to compromise the confidentiality, integrity, or availability of University Data

e. “Services” means any goods or services acquired by the University of Virginia from Selected Firm.

f. “University Data” includes Protected University Data and any other information that is created, possessed or used by the University or is intentionally made generally available by the University on public websites or publications, including but not limited to business, administrative and financial data, intellectual property, and patient, student, and personnel data.

g. "Audit Trail" means a chronological record that reconstructs and examines the sequence of activities surrounding or leading to a specific operation, procedure, or event in a security- relevant transaction from inception to final result.

2. Rights and License in and to the University Data The parties agree that as between them, all rights including all intellectual property rights in and to University Data shall remain the exclusive property of the University, and Selected Firm has a limited, nonexclusive license to use these data as provided in this agreement solely for the purpose of performing its obligations hereunder. This agreement does not give a party any rights, implied or otherwise, to the other’s data, content, or intellectual property, except as expressly stated in the agreement.

3. Data Privacy

a. Selected Firm will use University Data only for the purpose of fulfilling its duties under this agreement and will not share such data with or disclose it to any third party without the prior written consent of the University, except as required by this agreement or as otherwise required by law.

b. Protected University Data will not be stored outside the United States without prior written consent from the University.

c. Selected Firm will provide access to University Data only to its employees and subcontractors who need to access the data to fulfill Selected Firm obligations under this agreement. Selected Firm will ensure that employees who perform work under this agreement have read, understood, and received appropriate instruction as to how to comply with the data protection provisions of this agreement.

d. The following provision applies only if Selected Firm will have access to the University’s education records as defined under the Family Educational Rights and Privacy Act (FERPA): Selected Firm acknowledges that for the purposes of this agreement it will be designated as a “school official” with “legitimate educational interests” in the University education records, as those terms have been defined under FERPA and its implementing regulations, and Selected Firm agrees to abide by the limitations and requirements imposed on school officials. Selected Firm will use the education records only for the purpose of fulfilling its duties under this agreement for University’s and its End User’s benefit, and will not share such data with or disclose it to any third party except as provided for in this agreement, required by law, or authorized in writing by the University.

4. Data Security, Integrity, and Confidentiality

a. Selected Firm will take reasonable measures, including audit trail, to protect University Data to ensure the integrity and availability of University Data against deterioration or degradation of data quality and authenticity.