RFP No. 8240

Part 2 FOR GOODS AND SERVICES – TERMS & CONDITIONS AND EXHIBITS

The Apparent Successful Bidder(s) will accept the following UWM Contract Template and Exhibits resulting from this RFP. Any exceptions to the UW Medicine General Terms and Conditions and Exhibits in this RFP must be submitted with the Proposal to be considered as part of the contract negotiations with the ASB(s). All exceptions must be submitted as “Track Changes” to Sections 6 - 11, citing each clause with which Bidder has an issue and/or would like to suggest alternative language.

In the event an ASB does not submit exceptions to any of the terms and conditions or exhibits contained in the RFP, it shall be construed by UWMSC as the ASB fully accepts and agrees to the RFP language as is. Further changes to the same will not be allowed during the negotiation of the Contract.

Furthermore, UWMSC reserves the right to exclude the Response from further consideration in the event of excessive exceptions or additional terms in the Response.

The following Sections are attached in Part 2 of this RFP for Goods and Services.

DATE RFP No. XXXXXX

SECTION 6: UW MEDICINE SAMPLE CONTRACT TEMPLATE

CONTRACT NO.

CONTRACT FOR _______________________

SPECIFIC UW MEDICINE HOSPITALS

AND

CONTRACTOR NAME

This Contract for ___________________ is between specific UW Medicine Hospitals, namely, the University of Washington Medical Center and its associated clinics (“UWMC”), and ________ (“Contractor”).

Contractor Company Name Address City, State

Contractor Contract Administrator Contact Name Phone number Email

Washington State UBI No. _____ Federal ID No. _____

The University of Washington is an institution of higher education and an agency of the State of Washington. UW Medicine is an integrated clinical, research and learning health system compromised of multiple entities that are managed together as a health system. UW Medicine consists of the following component units: Harborview Medical Center and its associated clinics (“HMC”) as managed by UW pursuant to a Hospital Services Contract between the UW and King County, Fred Hutchinson Cancer Center, a separate entity that serves as the Cancer Center for UW Medicine (“FHCC”); the University of Washington Medical Center, operating at two separate campuses, Montlake and Northwest, and its associated clinics (“UWMC”); UW Physicians Network dba UW Medicine Primary Care (“UWMPC”); The Association of University Physicians dba UW Physicians (“UWP”); the University of Washington School of Medicine (“UW SoM”); and Airlift Northwest (“ALNW”) (each a “part of UW Medicine” and collectively “UW Medicine Component Units”).

Contractor agrees that any other member of the UW Medicine Component Units, as listed in the paragraph above, may join this Acute Hospital at Home Care. Contract upon that UW Medicine Component Unit’s agreement to each and every term of this Contract by signed, written amendment.

In consideration of the mutual promises contained herein, the parties agree that this Contract will be performed in accordance with the following terms and conditions:

A. PURPOSE OF CONTRACT

The purpose of this Contract is________.

B. STATEMENT OF WORK

The Contractor will provide Services, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

Quality, Risk Reduction, Safety and Performance Improvement: In accordance with CMS and TJC regulations, Contractor shall develop a quality, risk reduction, safety and performance improvement plan designed to oversee the quality and safety of the services it provides under this Agreement. To comply with this expectation, Contractor shall engage in routine review and audit of its services to determine if deficiencies exist, take all necessary measures to correct deficiencies and provide routine reporting to Hospital(s) on findings and any corrective actions related to quality, risk reduction, safety and performance improvement.

Contractor will provide timely communication and prompt response to quality and safety issues or unexpected occurrences brought up by Hospital(s)’ Management, or concerns that would impact the care of patients at participating Hospital(s)’ to Business Manager/Department Manager as named in the CONTRACT MANAGEMENT Section of this Contract, below.

Contractor will send the following written information to Hospital(s):

Services Performance Measures reported to include:

· Contractor’s staff not returned for licensure or performance issues;

· Renewal of Contractor’s licenses/credentials and its staff licenses/credentials since last report;

· Quality/process improvements & corrective actions since last report;

· Other criteria required by the Hospital(s)’ Business Manager/Department Manager.

C. SUSTAINABILITY

UW Medicine encourages the purchase of environmentally friendly products that are made with post‐consumer recycled content, recyclable, energy efficient, and/or bio‐based products. In its commitment to support the purchase and use of such products, sustainability requirements will be a factor in its solicitations and contract efforts.

D. TERM OF CONTRACT

1. The initial Term of this Contract shall be for two (2) years with fixed and firm pricing, commencing on MM/DD/YYYY and expiring on MM/DD/YYYY;

2. At the Hospital’s sole discretion, the Contract term may be extended by three (3) additional two-year (2-year) and one (1) one-year (1-year) extension options not to exceed a total Contract term of nine (9) years. This shall be affected by Hospital(s) giving written notice of the intent to extend the Contract to Contractor at least thirty (30) days prior to the then current expiration date of the initial term or the then current extension term of this Contract;

3. The term of any Price List as included in Exhibit B shall not exceed the term of this Contract, including any .mutually agreed upon extension;

4. At the Hospital’s sole discretion, the Contract term may be extended on a month-to-month basis for up to an additional three (3) months after the final expiration date with the current Exhibit B pricing, terms and conditions.

E. COMPENSATION AND PAYMENT

1. Hospital(s)’ shall pay for the products per the Price List attached hereto as Exhibit B;

2. Prices may not be increased during the initial term of the Contract;

3. Optional: Insert any negotiated language regarding terms around price increases, as appropriate. Example: Prices may only be increased at time of extension options. Contractor must notify Hospital(s)’ of any proposed change in price not less than sixty (60) days prior to the effective date. Any price increase must be approved by written amendment, signed by both parties, and shall include a new Price List, Exhibit C, with all Contractor current prices;

4. Price Reductions: If Contractor reduces its prices for any of the Products listed on Exhibit B during the initial term or any extension term of this Contract, Hospital(s) shall have the immediate benefit of such lower prices on new purchase orders.

F. INVOICE REQUIREMENTS FOR GOODS AND SERVICES

UW Medicine requires all incoming invoices to meet our standard billing requirements to ensure accurate, efficient, and timely processing of vendor invoices. A purchase order is required for the acquisition of all goods and services. All incoming invoices must reference a valid purchase order. Our standard payment terms are Net30 after a correctly completed invoice is received in Accounts Payable. A separate invoice is required for each purchase order and must be received within 30 days of receipt of goods or services. As a general rule, UW Medicine does not pay from statements.

Invoice Requirements

· Valid UW Medicine purchase order

· Bill to must reflect UW Medicine entity from which the purchase order was issued

· Only UW Medicine purchase orders can be billed, tenants must be billed directly

· Delivery location, delivery date

· Remittance Detail

· Vendor/payee name, remittance address, and payment terms

· W9 or supplier registration form complete, consistent with payee/vendor name

· Tax id and name accurately matches with information on file with IRS

· Invoice number, invoice date, sub-total, tax (if applicable), grand total

· Purchase line detail – must mirror PO

· Description of item, purchase order line #, item catalog #, quantity, unit of measure, price per unit, tax, extended line amount

· Description of service, contract number, equipment serial number (if applicable), service date(s) Incorrectly completed invoices will be returned to vendor with a request to issue a new invoice with a current date and required information.

Paper invoices should be addressed correctly and mailed/emailed to the Accounts Payable department for the UW Medicine entity listed on the purchase order.

PO BOX 50014

Seattle, WA 98145 Invoices: uwashington@ghxinvoicing.com Inquiries: UWM-AP@uw.edu

UW Medicine is committed to pursuing GHX Electronic Data Interchange (EDI) invoicing with all our trading partners. For more information on utilizing this invoicing option, please contact Accounts Payable.

G. CONTRACT MANAGEMENT

1. Contacts for the Hospitals and the Contract Manager for the Contractor are listed below and shall be the contact persons for all communications regarding the performance of this Contract. The Contract Manager for the Contractor shall competently and efficiently supervise and coordinate the implementation and completion of all Contract requirements specified within this Contract;

2. Contractor shall immediately notify Hospital(s)’ contacts in writing of any change of its designated Contract Manager assigned to this Contract at the e-mail addresses of each participating Hospital and UW Medicine Supply Chain at scmhelp@uw.edu;

3. Any notice, demand, or any other communication required or permitted to be given under this Contract or applicable law, shall be effective only if it is in writing and signed by the applicable party, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the US Postal Service as first class mail, postage prepaid certified mail, return receipt requested, to the UW Medicine Supply Chain, 7543 63rd Ave. NE, Bldg. 5B, Seattle, WA 98115 or sent by electronic mail to scmhelp@uw.edu.

DEPARTMENT MANAGER /

BUSINESS MANAGER FOR UWMC is:

CONTRACT MANAGER for CONTRACTOR is:

Business Manager Name Address City, State Zip Code Phone: (____)________ E-mail: _____________ Business Manager Name Address City, State Zip Code Phone: (____)________ E-mail: _____________

H. SITE SECURITY

1. Contractor shall register in the UW Medicine vendor management system and comply with all applicable UW Medicine policies and/or procedures defined during the registration process, including but not limited to, credentialing, immunizations, confidentiality and integrity;

2. Contractor shall be responsible to comply with any updated requirements as they become available;

3. Contractor shall be responsible to remain current with annual vendor management system fees;

4. Contractor representative(s) conducting business or visiting any of the Hospitals’ facilities must complete on-line credentialing registration prior to visiting any of the Hospital(s). Contractor representatives are required to do the following:

i. Pre-schedule all visits;

ii. Sign in on the day of the scheduled appointment at one of the vendor management system kiosks located at each Hospital;

iii. Wear the temporary badge produced by the vendor management system at all times on Hospital(s) property. This badge shall be valid for one-day only, the day of the scheduled appointment;

iv. Check out at a vendor management kiosk prior to departing the Hospital.

5. Contractor and/or Contractor Representative(s) must follow any additional security procedures required by specific departments, including but not limited to, Surgical Services, Pharmacy and Radiology;

6. Contractor and/or Contractor Representatives’ failure to follow any vendor management policies will result in disciplinary action up to and including permanent exclusion from all UW Medicine Component Unit facilities listed on page 1.

I. ORDER OF PRECEDENCE

Each of the Exhibits listed below is by this reference hereby incorporated into this Contract. In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order:

· Applicable Federal and State of Washington statutes and regulations

· Special terms and conditions as contained in this basic Contract instrument

· Exhibit A – UW Medicine General Terms and Conditions

· Exhibit B – UW Medicine Business Associate Agreement

· Exhibit C – UW Data Processing Agreement

· Exhibit D – University of Washington – IT Security Terms, Cyber Liability Rider and UW Accessibility Rider

· Exhibit E – UW Medicine AI Technology Rider

· Exhibit F – UW Medicine’s Request for Proposals (name the RFP or RFP # and date) and incorporated herein by reference

· Exhibit G - Contractor’s proposal (date submitted) incorporated herein by reference

· Exhibit H – Any other provision, term or material incorporated herein by reference or otherwise Incorporated.

J. ENTIRE AGREEMENT

This Contract including referenced exhibits represents all the terms and conditions agreed upon by Hospitals and Contractor. No other understandings or representations, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind the parties.

K. CONFORMANCE

If any provision of this Contract violates any statute, regulation, or rule of law, it is considered modified to conform to that statute, regulation or rule of law.

L. APPROVAL

This Contract shall be subject to the written approval of Hospital(s)’ authorized representative(s) and shall not be binding until so approved and signed below. The Contract may be altered, amended, or waived only by a written amendment executed by all parties.

AUTHORITY TO BIND

This Contract is executed by persons signing below who warrant they have the authority to execute this Contract.

HARBORVIEW MEDICAL CENTER

UNIVERSITY OF WASHINGTON MEDICAL CENTER

(signature)

(printed name)

(title)

(date)

CONTRACTOR’S NAME

(signature)

(printed name)

(title)

(date)

Section 7: UW MEDICINE GENERAL TERMS AND CONDITIONS Revised October 2025

Exhibit A

3. 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 Hospitals.

For Materials that are delivered under this Contract, but that incorporate pre-existing materials not produced under this Contract, Contractor grants to Hospitals 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. Contractor warrants and represents that Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to Hospitals. Hospitals shall receive prompt written notice of each notice or claim of copyright infringement received by Contractor with respect to any Materials delivered under this Contract. Hospitals shall have the right to modify or remove any restrictive markings placed upon the Materials by Contractor.

14. COVENANT AGAINST CONTINGENT FEES – 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 Federal Acquisition Regulations (“FAR”) Subpart 3.4, maintained by Contractor for the purpose of securing business. Hospitals shall have the right, in the event of breach of this clause by Contractor, to annul this Contract without liability or, in their discretion, to deduct from this Contract price or consideration or to recover by other means the full amount of such commission, percentage, brokerage, or contingent fee.

15. DATA PROCESSING AGREEMENT (“DPA”) – If, during the course of the performance, administration, or maintenance of this Contract, or any extension or renewal thereof, Contractor acquires, uses, or otherwise obtains access to “University Personal Data (“UPD”),” Contractor must implement appropriate administrative, technical, and physical security measures to protect that UPD. Contractor, at the sole discretion of Hospitals, shall be required to execute a DPA that shall be attached to this Contract as an exhibit, attachment, or written amendment.

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

Contractor expressly agrees to indemnify, defend, and hold harmless Hospital(s) for any claim arising out of or incident to Contractor’s or any Subcontractor’s performance or failure to perform this Contract.

Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify Hospital(s), the Board of Regents of the UW, and their officers, employees, students and agents as provided herein.

Each Hospital shall indemnify, defend, and hold Contractor harmless against any damage, cost, or liability, including reasonable attorney's fees, for all injuries to persons or property arising from negligent acts or omissions attributable to that specific Hospital or its employees or agents.

In no event shall any Hospital be required to indemnify Contractor for any injury to person or property that is not attributable to a negligent act or omission by that specific Hospital.

Cognizant of the variety of policy forms currently within the insurance industry, the coverages provided under this section may be maintained in one or more type of insurance policies. However, regardless of the types of types and forms all policies shall:

Upon request, Contractor shall, prior to the commencement of Work under this Contract, provide UW Medicine Supply Chain Contracting at scmhelp@uw.edu with a certificate of insurance evidencing proof of insurance coverage, and shall name the Board of Regents of the UW as an additional insured. The additional insured endorsement may be either specific to the UW or may be “blanket” or “automatic” addressing any person or entity as required by Contract.

Hospitals and UW reserve the right to require additional types of insurance, and/or higher insurance limits, as circumstances require.

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 Work under this Contract on Hospitals’ campuses, within Hospitals’ or UW facilities, in contact with Hospitals’ employees or UW students, or upon request, Contractor shall maintain Commercial General Liability Insurance (“CGL”), and provide proof of such insurance, upon request, in no less than the following amounts:

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

29. LICENSING, ACCREDITATION AND REGISTRATION – Contractor shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary for the performance of this Contract.

UWMC utilizes a Bank of America ePayables credit card for purchase order transactions. Contractors will be expected to accept payment via this method, if requested, at no additional charge to UWMC. More information about the ePayables process can be found at http://f2.washington.edu/fm/ps/epayables.

HMC’s utilizes JP Morgan Chase Single Use Account (“SUA”) credit card for purchase order transactions. Contractor will be expected to accept payment via this method, if requested, at no additional charge to HMC. Contractors accepting SUA payments will be paid Net15 instead of our typical Net30. Additional information about the SUA may be requested by emailing hmcsua@uw.edu.

36. PUBLICITY – Contractor shall submit to Hospitals all advertising and publicity matters relating to this Contract in which, Hospitals’ names or the names of other UW Medicine Component Units, including the name “UW Medicine”, is specifically named or implied. Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of UW Marketing and Communications. Hospitals’ names and the names of other UW Medicine Component Units, including “UW Medicine”, may be included in a company’s website, press release, brochure, presentation, or annual report on a customer list, so long as the listing does not include any descriptive language which could be interpreted as an endorsement by the UW and no logos are used.

To the extent that Contractor, on behalf of Hospitals/UWM Component Units, uses or retains any records/data subject to the requirements for preservation and destruction of records under RCW 40.14, Contractor shall retain records in accordance with the current, authorized UW Medicine records retention schedules.