RFP ATTACHMENT A - Award Agreement.docx

RFP ATTACHMENT A

Award Agreement

This Award Agreement (“# UVA-AGR-____” or “Agreement”), is entered into effective as of September 1, 2026, is by and between The Rector and Visitors of the University of Virginia (“the University”) and ________________________ (“Selected Firm”) (each a “Party” and collectively the “Parties”).

TERM

The term of this Agreement will be until August 31, 2031 with the ability to renew for up to two (2) additional one-year (1-year) periods (if agreed upon in an official Amendment by the University and the Selected Firm).

WITNESS

By its Request for Proposal (“RFP”) Event ID 1214651, issued May 26, 2026, the University requested proposals from Firms to provide Course Design and Development (the “Goods/Services”). In response to the RFP, the Selected Firm submitted a written proposal. The University and Selected Firm wish to express in this Agreement the basis on which Selected Firm will provide the Goods/Services to the University on an as-needed basis. Accordingly, and in consideration of the mutual premises and provisions hereof, the parties hereby agree as follows:

I. Contents:

These documents are hereby incorporated into this Agreement either as an attachment or by reference:

A. Agreement Attachment 1, Goods & Services Proposal and Fees;

B. Agreement Attachment 2, Sample Statement of Work;

C. Agreement Attachment 3, Contractual Provisions;

D. Agreement Attachment 4, Data Protection Addendum;

E. The Sourcing Event/RFP # 1214651 (by reference);

F. Selected Firm’s negotiation responses between _____ (Selected Firm) and Jess Lenore (University) via emails (by reference); and G. Selected Firm’s proposal in response to the RFP (by reference).

To the extent that the terms of the various Agreement documents are in conflict, the terms of this Agreement and Agreement Attachments 1, 2, 3, and 4 will prevail over all other Agreement documentation.

II. Specific Provisions:

A. Goods/Services:

Selected Firm will provide Course Design and Development (the “Goods/Services”) for the University on an as-needed basis. As such, the University makes no guarantee that Goods/Services will be requested during the Term. The specific types of Goods/Services the Selected Firm can provide are shown in Agreement Attachment 1, Goods & Services Proposal and Fees.

B. Fees:

As requested by the University, Selected Firm will provide quotes/pricing either on a fixed price or a time and materials basis. This will be reflected in Agreement Attachment 1, Goods & Services Proposal and Fees.

The rates provided will be the maximum rates that a Selected Firm will be able to charge during the first three (3) years of any resulting Agreement. Thereafter, a Selected Firm will be able to alter its Goods & Services Proposal and Fees, only by signing an official Amendment to the Award Agreement into full effect with the University. If the University elects to exercise the option to amend the Agreement, the price(s) for the subsequent amendment period shall not exceed the price(s) of the previous renewal period increased/decreased by more than the percentage increase/decrease of the Other Services category of the CPI-W section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available, unless approved by an authorized representative of the University.

C. Ordering Procedures:

Goods/Services will be ordered in the manner described in this section. The University makes no guarantee as to the volume of business that may be provided under this Agreement. A proposal for Goods/Services must be specifically requested from Selected Firm by a University department. When such Goods/Services are specifically requested, Selected Firm will prepare a proposed Statement of Work (SOW). The proposed SOW will be in the form described in Agreement Attachment 2, Sample Statement of Work, and will reference this Agreement. Additional Contractual Provisions may not be introduced in the proposed SOW, and the SOW may not be marked as proprietary or confidential. SOWs will be used solely to describe the personnel, services, deliverables, and applicable fees, and will be mutually agreed upon by the University and Selected Firm. The University will not be required to sign or otherwise execute the SOW (or any other documentation).

Note that the University does not place verbal orders without an authorized, corresponding payment method. If the University desires to have Selected Firm provide Goods/Services, the University will issue a Purchase Order. When the University Purchase Order is issued, a contract exists between Selected Firm and the University for the specific Goods/Services requested and described in the applicable SOW.

D. Invoicing and Payment Terms:

Selected Firm is not allowed to request a prepayment/down payment. Selected Firm may, however, request payment be tied to project milestones associated with a SOW. Selected Firm will submit an original invoice referencing the correct Purchase Order number on the invoice to the appropriate University’s Accounts Payable division.

The University agrees to pay the Selected Firm per the terms of registration with the University’s current payment system and upon confirmed receipt of undisputed, properly presented invoice, following this process: https://uvafinance.virginia.edu/payments-expensing/invoices-receiving. Payment terms will be negotiated and mutually approved.

Invoices for non-catalog orders may be submitted as a PDF attachment to vendor-invoices@virginia.edu. If a Selected Firm experiences issues with the aforementioned submission method, please notify the ordering department for further assistance. Selected Firm must submit a properly presented, undisputed invoice within six (6) months of Goods/Services being delivered or completed (“Invoice Period”). Selected Firm waives any right to a claim of money owed or breach of contract for non-payment if a properly presented invoice is not submitted to the University within the Invoice Period.

E. Contract Administrator:

The Selected Firm will not make any commitments/comments or take actions on behalf of the University without the explicit direction of the authorized Contract Administrator(s).

1. Primary Administrator:

The individual named below shall serve as the Primary Administrator and will act as the central point of contact at the University for day-to-day operations under this Agreement. The Primary Administrator does not have the authority to approve any changes, amendments, or additional terms and conditions to this Agreement

Sarah Cochran Senior Director Learning Experience and Digital Innovation Phone: 434-982-5067 Email: skv2kd@virginia.edu

2. Secondary Administrator:

The Selected Firm should direct all questions regarding this Agreement - except those related to specific Goods/Services or departmental requests - including any proposed modifications or amendments, to the University’s Procurement Services office and the designated contact listed below.

Jess Lenore Sourcing Manager Phone: 434-243-6999 Email: jxu2vt@virginia.edu

The University reserves the right to change its Contract Administrator(s), upon written notice to Selected Firm.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

ACCEPTANCE

For the Rector and Visitors For Selected Firm of the University of Virginia

Name: Name:

Title: Title:

Date: Date:

Agreement #: UVA-AGR-____