RFP 906844 UW Realtor Affinity Program.docx

REQUEST FOR PROPOSAL

PROJECT TITLE: Realtor Affinity Program

Ref # 906844 Update Revised Due Date

The University of Washington 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 RFP.

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

VI. Exhibits A. Certification and Assurances B. UW General Terms and Conditions C. Confidentiality Statement D. MWBE Participation

E. WIPHE

F. Data Processing Agreement G. Accessibility Rider

Section I General Instructions

1.1 PURPOSE

This Request for Proposals (RFP) is issued by the University of Washington to partner with a realtor firm or brokerage to provide a preferred realtor program to the UW faculty, staff, and students. It is the University's intent to maintain an open network of vetted, high-quality real estate professionals who will offer reduced fees, personalized guidance, and other benefits through a UW advantage program. The program seeks to include real estate firms who can demonstrate excellent service records and a commitment to supporting the UW community's home buying and selling needs.

Due to the diverse needs of our community members and the variety of local markets they may be interested in, we encourage full-service brokerages to respond to this RFP. The selected vendor will have opportunities to work with UW staff and faculty, and other eligible community members, though there is no guarantee of a specific level of business.

1.2 RFP COORDINATOR

The RFP 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 RFP shall be with the RFP Coordinator, in writing, as follows:

Dawn Lake, Senior Contracts Manager Procurement Services dawnlake@uw.edu

1.3 Definition of Terms

“Supplier”, “Proposer”

“Request for Proposal ”

A written solicitation document which identifies the UW’s need, and consultants are invited to submit proposals which outline their solution to the need, their qualifications and experience to provide the services, and their costs or fees.

Note- - Refer to UW Terms and Conditions Exhibit B for additional definitions tIMETABLE -UW reserves the right to adjust the schedule

Workday The University utilizes Workday Strategic Sourcing to conduct this solicitation. If you are a first-time user, you will be required to register in WSS to submit questions or participate in bid opportunities. You may search by keyword or use the "filters" option to narrow your results to "open" opportunities.

In order to view the sourcing event. Vendors can register for the sourcing event by visiting https://university-of-washington.public-portal.us.workdayspend.com/ Search using reference 906844 Option 1. Select Bid > start bid Option 2. Select the title of the sourcing event and select Start Bid > Register Submission Vendors shall submit a proposal in PDF 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 RFP closing date.

All proposals and any accompanying documentation become the property of the UW and will not be returned and shall be received on or before the end of the business day of May 28, 2025. Any proposals received after the date shown above will not be considered.

Proposals shall be clearly marked and delivered in accordance with the instructions. It is the responsibility of the Vendor to see that their proposal is received on or before the due date for proposals

INQUIRIES

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 of questions is given in Paragraph 1.4. 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 RFP. Citing the particular RFP section and paragraph number vendors shall submit in Workday Message Center (preferred method). Each question shall be submitted in the text box. If emailing, please include in the subject heading Questions to RFP # + Company Name in a Word document.

REVISIONS TO THE RFP

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

All RFP corrections and amendments will be posted to https://fortress.wa.gov/ga/webs/ and Workday Message Center Contractors are responsible for checking the website for this information.

COMPLAINTS

A. Contractors may submit a complaint to the RFP Coordinator based on any of the following:

· The solicitation unnecessarily restricts competition;

· The solicitation evaluation or scoring process is unfair or flawed; or

· The solicitation requirements are inadequate or insufficient to prepare a response.

B. Contractors may submit complaints up to 5 business days prior to the proposal due date. Complaints must meet the following requirements:

· Must be in writing.

· Must be sent to the procurement coordinator, or designee.

· Should clearly articulate the basis for the complaint.

· Should include a proposed remedy.

The RFP coordinator or designee will respond to complaints in writing; the response to complaints including any changes to the solicitation will be posted as an amendment on WEBS, https://fortress.wa.gov/ga/webs/ and in Workday Message Center. The complaint may not be raised again during the protest period. The complaint process does not include an appeal process.

Debriefing of Unsuccessful Bidders Any vendor who has submitted a response to this solicitation and has been notified that they were not selected for award may request a debriefing. The request for a debriefing conference must be received by the RFP coordinator within three (3) business days from the date of the announcement of the apparent successful vendor(s).

Discussion at the debriefing conference will be limited to the following:

· Critique of the proposal based on the evaluation.

· Review of proposer’s evaluation outcome in comparison with other bidder evaluation outcomes without identifying the other firms.

· Comparisons between proposals or evaluations of the other proposals will not be allowed.

· Debriefing conferences may be conducted in person, via phone or via Zoom or another virtual format and will be scheduled for a maximum of one hour.

PROTEST PROCEDURE

Any vendor who has submitted a response to this RFP and completed a debriefing as described in Section 1.10 may choose to file a protest on the following grounds only:

· The UW failed to follow procedures established in the RFP Document

· There was bias, discrimination, or conflict of interest on the part of an evaluator

The protest must be submitted in writing within 5 (five) business days from the date of the debriefing.to the University’s Executive Director of Procurement Services, Ray Hsu, rayhsu@uw.edu with a copy to the RFP Coordinator. The written protest must contain the facts and arguments upon which the protest is based (see the two bullet points above) and must be signed by the person authorized to bind the bidder to a contractual relationship in accordance with the requirements as stated in this solicitation. At a minimum, the written protest must include:

· The name, mailing address, and phone number of the protesting vendor, and the name of the individual responsible for submission of the protest

· Specific and complete statement of the UW action(s) protested as it relates to this RFP

· Specific reference to the grounds for the protest

· Description of the relief or corrective action requested. The Executive Director of Procurement Services has the authority to make the final determination as to the merit of the protest.

INTERPRETATION OF THE RFP

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 Purchaser shall not be responsible for or bound by oral interpretations. Only questions answered by written addenda are binding. Questions received less than five (5) working days before the proposed due date for submission of proposals cannot be answered.

SIGNATURE

Each proposal must be signed by the Contractor with the usual signature and dated. The name and title shall be typed or printed below each signature.

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.

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.

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.

Public Disclosure The University is subject to RCW 42.56 (Public Records Act). All Contractor Responses and any subsequent Contract will be “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 Contract, if any, resulting from this RFP is signed by the University and the Apparent Successful Contractor; 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 five (5) 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.

ACCEPTANCE PERIOD

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

RESPONSIVENESS

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

No Obligation to Contract This solicitation does not obligate the University of Washington to contract for the solicited services specified herein.

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.

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 cfrom the UW Procurement Services Department.

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.

FUNDING

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

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 to this solicitation. All exceptions to the contract terms and conditions must be submitted as an attachment to Exhibit A, Certifications and Assurances form. The Agency will review requested exceptions and accept or reject the same at its sole discretion.

University General Terms and Conditions The attached University General Terms and Conditions, Exhibit B, and other riders will automatically be incorporated into any contract award as a result of this solicitation. Any exceptions taken must be noted and alternative language submitted with the Certification and Assurances. In no event, is a Vendor to submit its own standard terms and conditions in response to this solicitation. The University will review requested exceptions and accept or reject the same at its sole discretion.

RIDERS TO UW GENERAL TERMS AND CONDITIONS

UW reserves the right to supplement these General Terms and Conditions with additional rider(s) that address 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, 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.

SUPPLIER CODE OF CONDUCT

Compliance with University’s Supplier Code of Conduct, https://finance.uw.edu/fm/ps/sites/default/files/Code%20of%20Conduct%207-29-16.pdf, As 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.

visiting Campus Vendor will be required to comply with all University guidelines and requirements regarding facility access. https://finance.uw.edu/ps/suppliers

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

IN-STATE PREFERENCE/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.

Minority and Women Business Enterprise Participation In accordance with chapter 39.19 RCW, the University of Washington encourages participation in all of its contracts by firms certified by the Office of Minority and Women’s Business Enterprises (OMWBE). Participation may be either on a direct basis in response to this solicitation or on a subcontractor basis. However, no preference will be included in the evaluation of proposals, no minimum level of MWBE participation shall be required as a condition for receiving an award and proposals will not be rejected or considered non-responsive on that basis. Any affirmative action requirements set forth in federal regulation or statutes included or referenced in the contract documents will apply.

The established annual procurement participation goals for this solicitation are MBE 6% and WBE 4%. For information on certified firms, Contractors may contact OMWBE at 360/753-9693 or http://www.omwbe.wa.gov.

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

SECTION II

REQUIREMENTS

2.1 BACKGROUND

The University of Washington WorkLife Program, a division of Human Resources, has a mission to support UW's community members through comprehensive and accessible benefit programs. We seek to establish a preferred realtor network as part of our commitment to helping our employees and community members with their housing needs. This initiative joins our suite of existing employee benefits and support services, reflecting our ongoing dedication to enhancing the quality of life for the UW community.

The preferred realtor network will serve UW's diverse population of faculty and staff, totaling approximately 43,000 individuals spread across the United States, with primary concentration in Washington State. Our community's housing needs are complex and include:

· First-time homebuyers seeking guidance

· Inter-state relocations for new and existing employees

· International faculty and staff relocating from other countries needing specialized support with U.S. real estate processes and knowledge

· A wide range of income levels and price points

· Multiple preferred primary languages

· Property transactions across different real estate markets

· Coordination of simultaneous buying and selling across state lines

· Low and moderate income homebuying subsidies

2.2 OBJECTIVES

The University of Washington seeks to establish strategic partnership with real estate professionals to provide discounted realtor services to our community members. Through this preferred realtor network, we aim to make home buying and selling more accessible and affordable for our faculty and staff.The program will connect our community with vetted real estate professionals who offer reduced fees, personalized guidance, and other valuable benefits, helping to address the housing needs of our diverse workforce.

2.3 SCOPE OF WORK

Primary Market Services

· Provide comprehensive real estate services in Washington State

· Demonstrate expertise in Washington state markets Specialized Services

· Support international relocations and transactions

· Provide first-time homebuyer and international staff and faculty guidance and education

· Offer virtual and remote service options for out-of-state clients

· One on one consultation and service with clients Program Administration

· Provide transparent fee structures and UW member discounts

· Track and report transaction metrics

· Maintain regular communication with program administrators once per quarter

2.4 REPORTING EXPECTATIONS

The UW expects to meet with the vendor as needed and not less frequently than once quarterly. This meeting will include a monthly utilization report with detailed utilization stats, data visualizations, and full utilization data in excel format. An annual program review meeting will be held as soon as administratively possible once the program year closes every year.

2.5 MINIMUM QUALIFICATION

Licensing and Professional Standing

· Active real estate license in Washington State

· Must have at least one team member licensed in Washington State

Professional Certifications Must hold at least one of the following certifications:

· Certified Residential Specialist (CRS)

· Accredited Buyer's Representative (ABR®)

· Seller Representative Specialist (SRS)

· Graduate, REALTOR® Institute (GRI)

Geographic Coverage Primary Service Area (Required): Must maintain active operations in all of these Washington regions:

· Seattle/King County

· Bothell/North King County/South Snohomish County

· Tacoma/Pierce County Extended Network Coverage (at least one required): Demonstrated ability to serve UW employees through:

· Direct operations in other states, OR

· Established relocation network partnerships, OR

· Membership in a national real estate network with vetted partners

· Must provide documentation of successful out-of-state transactions or partnerships Service Delivery & Professional Standards

· Maintain comprehensive errors and omissions insurance coverage

· Demonstrate expertise in:

Relocation services and interstate transactions Remote client consultation and virtual property tours Multi-lingual support (preferred) Cross-market property valuation and analysis

2.6 PERIOD OF SERVICE

The proposed timeline for this engagement will start July 1, 2025 through June 30, 2028. UW may elect to extend services or expand services with the possibility of extension based on mutual agreement. The University of Washington reserves the right to extend the contract but shall be under no obligation to do so.

If the UW elects to do another RFP, agreement will be extended on a month-to-month basis until new contract is awarded.

2.7 BUDGET

The budget for this project is $0.00

2.8 CONTENT OF PROPOSAL

Vendor Name: [Insert Firm Name] Contact Person: [Insert Name, Title, Email, Phone]

1. Executive Summary Provide a concise summary of your real estate firm, including years in business, service philosophy, and why your team is a strong fit for the UW preferred realtor program. Include any unique value propositions and highlights of your past experience working with academic, healthcare, or public-sector employees.

2. Professional Qualifications and Experience (25 points)

· List all agents who would serve UW clients, along with their:

· Washington State license status

· Professional certifications (CRS, ABR®, SRS, GRI, etc.)

· Years of experience, particularly in Washington markets

· Specialties in relocation, affordability assistance, or multilingual support

· Include 2–3 client references (ideally institutional or university-based) with contact details and a brief summary of services delivered.

3. Service Offerings and Value (30 points)

· Clearly outline commission rebates, closing credits, or any UW-specific discounts

· List value-added services you provide (e.g., free inspections, moving services, home warranties, staging, pre-sale prep)

· Summarize available educational tools (e.g., webinars, seminars, guides for first-time buyers or international clients)

· Describe your team’s coverage across the required regions (King, Snohomish, Pierce counties) and beyond

4. Program Implementation and Management (25 points)

· Identify your UW-designated point of contact and explain your communication plan

· Describe your data collection and reporting process, including:

· Format of quarterly utilization reports (Excel + visuals)

· Example metrics tracked (e.g., number of UW clients served, transaction value)

· Outline your approach to customer satisfaction measurement

· Describe your marketing strategy for reaching UW audiences (digital campaigns, events, printed materials)

5. Specialized Services (20 points)

· Detail your relocation support for:

· Interstate and international moves

· Housing transitions for faculty on sabbatical or short-term relocation

· Describe use of remote/virtual services (video tours, e-signing, remote consults)

· Highlight multilingual capabilities and experience serving international buyers

· Describe how you serve low- and moderate-income buyers (e.g., lender partners, down payment support, education)

6. Compliance and Documentation Attach:

· License and certification copies

· Proof of insurance (E&O and general liability)

· Documentation of out-of-state partnerships (if applicable)

· Completed Exhibit A (Certifications & Assurances)

· Any exceptions to contract terms, if applicable

SECTION III

EVALUATION AND CONTRACT AWARD

3.1 EVALUATION PROCEDURE AND ORAL INTERVIEW / PRESENTATION

A. Evaluation Procedure Responsive 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 RFP Coordinator may contact the Contractor for clarification of any portion of the Contractor proposal.

The UW, at its sole discretion, may select the apparent successful Contractor solely from the evaluation of written proposals.

B. Oral Interview / Presentation The UW reserves the right, at its sole discretion, to require finalist(s) to participate in an interview and/or prepare an oral presentation. The scores from the written evaluation and the interview / presentation may be combined to determine the apparent successful Vendor.

The date and time of interview / presentation will be scheduled with finalists directly by UW Internal Audit, if necessary. Commitments made by the Vendor at the time of the interview / presentation will be considered binding.

3.2 EVALUATION CRITERIA & SCORING

Responsive proposals will be evaluated 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 RFP Coordinator may contact the Vendor for clarification of any portion of a Vendor’s proposal.

Proposals will be evaluated based on the following criteria:

Professional Qualifications and Experience (25 Points)

Service Offerings and Value (30 Points)

Program Implementation and Management (25 Points)

Specialized Services (20 Points)

3.3 NOTIFICATION TO PROPOSERS

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

EXHIBIT A

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 RFP.

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.

Signature of Proposer

EXHIBIT B

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.

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 ornational 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,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.