RFP CC0417-JMC WSU PRESS.pdf

REQUEST FOR PROPOSALS

(“RFP”)

RFP NO. CC0417-JMC

PROJECT TITLE: Comprehensive book distribution services for Washington State

University

WSU Department: Washington State University, University Press

PROPOSAL DUE DATE: July 9, 2025, at 3:00 pm Pacific Time, Pullman, Washington, USA.

ESTIMATED TIME PERIOD FOR CONTRACT: Washington State University will select one respondent from this RFP that will be expected to begin work by August 1, 2025.

RESPONDENT ELIGIBILITY: This procurement is open to those Respondents that satisfy the minimum qualifications stated herein and that are qualified for work in Washington.

TABLE OF CONTENTS_

1. INTRODUCTION

2. GENERAL INFORMATION FOR BIDDERS

3. CONTENTS OF THE PROPOSAL

4. EVALUATION AND CONTRACT AWARD

RFP EXHIBITS

SCOPE OF WORK

1. INTRODUCTION

1.1. PURPOSE

Washington State University and its University Press (hereafter “University” or “WSU” or “WSU Press”) is initiating this Request for Proposals (“RFP”) to solicit proposals from book distribution vendors (the “Respondent,” the “Vendor,” the “Bidder” or, post-award, the “Contractor”) capable of efficiently managing a modest catalog of approximately 500 titles, with 8–10 new publications per year. The selected vendor must demonstrate scalability, cost-effective fulfillment strategies, and a proven ability to transition operations within six months and will provide comprehensive book distribution services for WSU Press.

1.2. ABOUT WASHINGTON STATE UNIVERSITY

University Overview

Founded in 1890 in Pullman, WSU is Washington’s land-grant university with a mission of improving the quality of life for all citizens -- locally, nationally, and globally. As a comprehensive leading land-grant institution, WSU is committed to excellence in each of its research, teaching and outreach missions. WSU’s mission is to drive education and innovation into Washington’s communities to support and grow the state’s economy.

Washington State University Press Washington State University Press, established in the 1920s and reorganized in the 1980s, is a nonprofit scholarly publisher specializing in well-researched books about the American West, with a focus on the prehistory, history, environment, politics, and culture of the greater Northwest region.

Publishing approximately 8–10 new titles annually, WSU Press produces scholarly and trade monographs, essays, and biographies.

1.3. OBJECTIVES

The objective of this RFP is to obtain proposals from qualified vendors to provide comprehensive book distribution services for WSU Press’ print, electronic, and audiobook inventory. The successful bidder will provide comprehensive book distribution services for WSU Press, managing a catalog of approximately 500 active titles and 8–10 new titles annually. Services include warehousing, order fulfillment, metadata distribution, returns processing, accounts receivables management, marketing support, international distribution coordination with Mare Nostrum Group, and royalty calculations, utilizing appropriate computer software to ensure efficiency and accuracy.

1.4. SCOPE OF WORK

Attachment 1 to this RFP provides the details of the project purpose and responsibilities that comprise the Scope of Work along with the required deliverables. It is anticipated that all work will be completed remotely.

1.5. PERIOD OF PERFORMANCE

The successful bidder will start near the end of August 2025, with an immediate focus on physical transition of inventory, system setup and training. The contract will end on December 31, 2030.

1.6. MINIMUM BIDDER QUALIFICATIONS

1.6.1. Eligible to enter into a contract with a state of Washington agency.

1.6.2. At least five years’ experience in comprehensive book distribution services, particularly for scholarly or trade publishers.

1.7. BIDDER PREFERRED QUALIFICATIONS

1.7.1. Proven expertise in book distribution, metadata management, financial processes, and international coordination.

1.7.2. Demonstrated success with similar-scale university presses or specialist academic publishing.

1.7.3. Demonstrate at least 10 years’ experience working with university or other public institution presses similar in size, scope, complexity, and structure to Washington State University on similar projects.

1.7.4. Ability to establish full operational readiness within six months of contract execution.

1.7.5. Dedicated support for marketing, distribution, and ongoing client management

1.7.6. Effective project management practices and procedures, with the flexibility to customize and tailor processes as needed.

1.7.7. Availability of staff to meet this project’s timeframe.

1.7.8. Ability to meet service demands consistently.

1.8. PLAN OF APPROACH

1.8.1. Provide a detailed Plan of Approach for this project including, but not limited to, milestones for inventory migration and system integration, metadata transfer and ONIX feed setup, and financial operations transition, including receivables and royalties.

1.8.2. Specify the technology systems utilized.

1.9. RESPONSIBLE BIDDER

The University reserves the right to make reasonable inquiry to determine the responsibility of any bidder.

2. GENERAL INFORMATION FOR BIDDERS

2.1. RFP COORDINATOR

The RFP Coordinator is the sole point of contact in the University for this procurement. Unless otherwise provided herein, all communication between the Respondent and the University upon release of this RFP shall be with the RFP Coordinator, as follows:

Name JoAnne Costa

Address Washington State University 1815 Wilson Road Pullman, WA 99164 Attn: CC0417-JMC

E-Mail Address joanne.costa@wsu.edu

Phone Number 509-335-3695

Only communication in writing between the Respondents and the RFP Coordinator will be binding.

Communication regarding the RFP directed to parties other than the RFP Coordinator may result in disqualification of the Respondent.

2.2. ESTIMATED SCHEDULE FOR PROCUREMENT ACTIVITITIES

Issue Request for Proposals June 9, 2025

Question & answer period Ends June 20, 2025 at 3:00 pm Pacific Time

Issue last addendum to RFP June 25, 2025

Proposals due to joanne.costa@wsu.edu July 9, 2025 at 3:00 pm Pacific Time

The University reserves the right to revise the above schedule.

2.3. SUBMISSION OF PROPOSALS

Proposals must be received by the RFP Coordinator no later than July 9, 2025, at 3:00 pm Pacific Time in Pullman, Washington. Proposals received after this deadline will be late and may be deemed ineligible for consideration. Following the deadline, the names of those responding to the RFP may be made available upon request. All other information will remain confidential, to the extent allowed by law.

Proposals must be submitted electronically as an attachment to an e-mail sent to joanne.costa@wsu.edu. The email subject line must include the WSU RFP CC0417JMC and the name of the bidder. All attachments to the e-mail must be in PDF or Excel format. Zipped files cannot be received by WSU and cannot be used for submission of proposals. The cover submittal letter and the Certifications and Assurances form need a scanned or verified digital signature of the individual within the organization authorized to bind the Contractor to the offer. Respondents will receive an email from the RFP Coordinator confirming receipt of their proposal. If an email is not received within one business day, the bidder may call 509-335-3695 to confirm receipt.

Bidders submitting proposals should allow adequate delivery time to ensure timely receipt of their responses by the RFP Coordinator. Bidders assume the risk for the method of delivery chosen.

Washington State University assumes no responsibility for delays caused by any delivery service or transmission errors that may result from firewalls and/or security filters.

2.4. REVISIONS TO THE RFP

In the event it becomes necessary to revise any part of this RFP, addenda will be published on https://fortress.wa.gov/ga/webs/. For this purpose, the published questions and answers and any other pertinent information shall be provided as an addendum to the RFP and will be placed on the website.

The University also reserves the right to cancel or to reissue the RFP in whole or in part, prior to execution of a contract.

2.5. ACCEPTANCE PERIOD

Proposals must provide for acceptance by the University for at least 90 calendar days after the due date for this RFP.

2.6. MODEL CONTRACT

The Apparent Successful Contractor will be expected to enter into a contract including terms and conditions legally consistent with the Model Contract attached. The Respondent may submit exceptions to the Model Contract as allowed in the Certifications and Assurances form, Exhibit A to this RFP available here. The Respondent should provide alternate language for any mailto:purchasing.sealed@wsu.edu https://fortress.wa.gov/ga/webs/ https://purchasing.wsu.edu/personal-services-contracts/ exceptions taken to WSU’s Model Contract. All exceptions to the contract terms and conditions must be submitted as an attachment to Exhibit A, Certifications and Assurances form. The University will review any properly requested exceptions and accept or reject the same at its sole discretion. Blanket exceptions to the Model Contract, or the inclusion of any other template agreement, will not be reviewed by WSU and may result in a bid being designated as non-responsive.

2.7. INSURANCE COVERAGE

The Apparent Successful Contractor is to furnish the University with a certificate(s) of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in the General Terms and Conditions to the Model Contract available here.

2.8. ADDITIONAL TERMS INCORPORATED BY REFERENCE

The WSU “RFP General Terms and Conditions” (dated April 2025) are incorporated into this RFP by reference and are available here.

3. CONTENTS OF THE PROPOSAL

Proposals are limited to 30 pages, excluding Exhibit A, B, C, and D, and must include the information indicated below. Incomplete responses may be disqualified from further consideration.

TITLE DESCRIPTION

INTRODUCTION Letter of introduction requesting consideration for this opportunity and demonstrating an understanding of the Scope of Work.

QUALIFICATIONS

Provide responses to each Bidder Qualification outlined in 1.6 and 1.7 above with descriptions of areas of expertise and number of years’ experience with similar projects, including any university presses. Should also reference items from the Scope of Work.

PLAN OF APPROACH Provide a Plan of Approach for this project that includes responses to items in

1.8 above. Should also reference items from the Scope of Work.

COST

Provide a transparent percentage-based fee schedule for estimated gross sales of $225,000, returns $21,000, non-inventory sales (e.g. ebooks), and storage of approximately 50,000 units per month. Include the total annual fee as a percentage of net sales. Itemize any additional costs or expenses separately.

NOTE: Billing terms must not require any prepayment in advance for services.

Progress billings are acceptable.

REFERENCES Provide a list of customers which required services similar to those described in the Scope of Work. Include contact information for at least two (2) that may be contacted if deemed a finalist.

OTHER INFO Any additional information relevant to this RFP.

SECTION 8

WSU FORMS

Attachment 1 – Scope of Work Exhibit A Certification and Assurances and Model Contract Exceptions Exhibit B Contractor Information Exhibit C Fee Worksheet Excel file Posted on WEBS Exhibit D Model Contract https://s3.wp.wsu.edu/uploads/sites/1305/2024/01/General-Terms-and-Conditions-1.8.2024.pdf https://purchasing.wsu.edu/personal-services-contracts/ https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/04/RFP-Exhibit-A-Certifications-and-Assurances-Fillable.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/04/RFP-Exhibit-B-Contractor-Information-Fillable.pdf

4. EVALUATION AND CONTRACT AWARD

4.1 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(s), to be designated by the University, which will determine the scoring of the proposals.

The RFP Coordinator may contact a Respondent for clarification of any portion of the Respondent’s proposal.

4.2 EVALUATION WEIGHTING AND SCORING

All Proposals will be initially reviewed for administrative compliance with the requirements set forth in this RFP. Any failure to provide information requested or to follow the instructions provided herein, may result in a determination that your proposal is not responsive. All responsive proposals will be evaluated as follows:

TITLE DESCRIPTION MAXIMUM POINTS

INTRODUCTION Responsiveness Analysis Pass / Fail QUALIFICATIONS Minimum Qualifications (Section 1.6) Pass / Fail Bidder Preferred Qualifications (Section 1.7) 40 points max

PLAN OF APPROACH Plan of Approach and Timeline (Section 1.8) 25 points max COST Cost factors 35 points max REFERENCES Includes relevant references Pass / Fail RESPONSIBLE BIDDER Based on responsibility analysis Pass / Fall

The University reserves the right to award the contract to the Respondent whose proposal is deemed to be in the best interest of the University and the state of Washington.

4.3 ORAL PRESENTATIONS MAY BE REQUIRED

Written proposals and oral presentations, if considered necessary, will be utilized in selecting the winning proposal. The University, at its sole discretion, may elect to select the top scoring finalists from the written evaluation for an oral presentation and final determination of contract award.

Should the University elect to hold oral presentations, it will contact the top-scoring vendor(s) to schedule a date and time for a Zoom meeting. Commitments made by the Contractor at the oral interview, if any, will be considered binding. The score from the oral presentation will be considered independently and will determine the apparent successful bidder.

4.4 NOTIFICATION TO RESPONDENTS

Upon completion of the evaluation process, the University will notify its selected bidder (“Apparent Successful Contractor”), subject to completion of contract negotiations and execution of a written contract. Bidders whose proposals were not selected for further negotiation or award will be notified separately by e-mail.

4.5 RFP EXHIBITS

Attachment 1 – Scope of Work Exhibit A Certification and Assurances and Model Contract Exceptions Exhibit B Contractor Information Exhibit C Fee Worksheet Excel file posted on WEBS Exhibit D Model Contract

------ END OF RFP ------

https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/04/RFP-Exhibit-A-Certifications-and-Assurances-Fillable.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/04/RFP-Exhibit-B-Contractor-Information-Fillable.pdf

RFP# CC0417JMC WSU PRESS

TITLE: COMPREHENSIVE BOOK DISTRIBUTION SERVICES FOR WSU PRESS

Attachment 1 – Scope of Work

Project Purpose:

The purpose of this project is to engage a qualified book distribution vendor to assist WSU Press to provide comprehensive book distribution services for WSU PRESS’s print, electronic, and audiobook inventory. The successful bidder will provide comprehensive book distribution services for WSU Press, managing a catalog of approximately 500 active titles and 8–10 new titles annually. Services include warehousing, order fulfillment, metadata distribution, returns processing, accounts receivables management, marketing support, international distribution coordination with Mare Nostrum Group, and royalty calculations, leveraging robust technological systems to ensure efficiency and accuracy.

Objectives:

WSU Press seeks to establish a relationship with a highly qualified book distributor to accomplish the following activities:

1. Warehouse, monitor, and fulfill orders for print, electronic, and audio book inventory;

2. manage metadata distribution/ONIX feeds to bookseller industry;

3. accept and fulfill orders from customers;

4. process returned inventory and customer credit;

5. oversee accounts receivables;

6. provide marketing support;

7. coordinate with international distributor Mare Nostrum Group;

8. calculate royalties on a semi-annual and annual basis.

Responsibilities:

1. Inventory Management:

a. Receive inventory, perform quality inspections, and confirm quantities received for print, electronic, and audiobook formats.

b. Store inventory in a secure, climate-controlled facility.

c. Conduct annual inventory counts and monitor low-inventory levels.

d. Perform title-specific activities (e.g., applying price stickers, inserting errata) with a specified hourly rate.

e. Provide real-time inventory tracking and monthly reporting.

2. Order Fulfillment:

a. Process orders from individuals, wholesalers/distributors, and international customers within a 48-hour turnaround from order placement to shipment.

b. Support print, electronic, and audiobook formats, providing tracking information.

c. Handle overnight shipping, rush orders, and backorders.

d. Enable WSU Press to sell directly to customers in-person.

3. Returns Processing:

a. Accept and reshelve saleable returns per WSU Press’ policies.

b. Issue credits to customer accounts and provide credit memos.

c. Coordinate the sale of damaged books to used book resellers.

4. Metadata Distribution

a. Manage and distribute ONIX feeds to key accounts, booksellers, and library systems.

b. Ensure metadata accuracy and compliance with industry standards.

5. Customer Service

a. Process phone, email, and website orders with live support available through 3:00 PM

Pacific Time.

b. Follow up on shipping issues, resolve billing disputes, and issue refunds or account credits.

6. Credit and Collection Management:

a. Manage accounts receivables, including taking payments and issuing credits.

b. Research and resolve chargebacks and perform dunning for overdue accounts.

c. Facilitate EFT/ACH payments and calculate/collect Washington state taxes.

7. Sales and Inventory Reporting:

a. Provide monthly sales and inventory reports, with options for client-initiated, on-demand, and customized reporting.

8. Royalty Calculations:

a. Calculate royalties semi-annually and annually, including out-of-cycle payments.

b. Prepare and mail royalty letters with detailed reports compliant with WSU Press’ agreements.

9. Marketing Support:

a. Collaborate on digital catalog services (e.g., Edelweiss, Bookscan) and review copy shipments.

b. Support exhibit shipping/returns and provide mailing lists to WSU Press.

c. Provide market analysis and sales trends to inform strategic planning.

10. International Distribution Coordination:

a. Coordinate with Mare Nostrum Group for global distribution.

b. Manage logistics for international orders and returns.

11. Client Relationships and Support:

a. Implement a transition process with a timeline for going live.

b. Provide documentation and training for system use, including webinars and user groups.

c. Offer tech support for systems and handheld card readers.

d. Provide optional customizable title management software.

Deliverables:

1. Complete inventory transfer within six months.

2. Complete system setup and training.

3. Provide documentation and training materials for system use and transition.

4. Monthly inventory and sales reports with real-time tracking access.

5. Accurate ONIX feeds and metadata updates to industry platforms.

6. Monthly accounts receivable reports and quarterly returns reports.

7. Semi-annual and annual royalty reports with accompanying letters.

8. Digital catalogs, review copy shipments, and market analysis reports.

CERTIFICATIONS AND ASSURANCES

EXHIBIT A - RFP CC0417JMC

to be submitted with Proposal

I/we make the following certifications and assurances on behalf of _____________________________________ 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 and will remain valid for at least 180 days or until _____________, and it may be accepted by the University without further negotiation (except where obviously required by lack of certainty in key terms) at any time prior to ____________.

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 will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the University, 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 the right to contact references and others, who may have pertinent information regarding the ability of the Respondent and the lead staff person to perform the services contemplated by this RFP.

10. If any staff member(s) who will perform work on this contract has retired from the State of Washington under the provisions of the 2008 Early Retirement Factors legislation, his/her name(s) is noted on a separately attached page.

11. Washington Wage Law Certification: Prior to awarding a contract, institutions of higher education in the state of Washington are required to determine that a bidder is a “responsible bidder.” See RCW 39.26.160(2) & (4). Pursuant to legislative enactment in 2017, the responsible bidder criteria include a contractor certification that the contractor has not willfully violated Washington’s wage laws. I/we hereby certify, under penalty of perjury under the laws of the State of Washington, that I/we are not currently debarred from doing business with the State of Washington.

INITIAL ONE:

_______ NO WAGE VIOLATIONS. I/We have NOT been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082 any provision of RCW chapters 49.46, 48.48, or 49.52 within three (3) years prior to the date of signing this Certifications & Assurances form below.

OR

_______ VIOLATIONS OF WAGE LAWS. I/We have been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, a provision of RCW chapters 49.46, 49.48, or 49.52 within three (3) years prior to the date of the above-referenced procurement solicitation date.

12. Terms and conditions of Washington State University. INITIAL ONE:

______ NO EXCEPTIONS ARE TAKEN TO THE TERMS OF THE MODEL CONTRACT

______ EXCEPTIONS OUTLINED ON THE ATTACHED PAGE ARE TAKEN TO THE TERMS OF THE MODEL

CONTRACT.

ON BEHALF OF THE RESPONDENT SUBMITTING THIS PROPOSAL, MY NAME BELOW ATTESTS TO THE

ACCURACY OF THE ABOVE STATEMENTS.

SIGNATURE TITLE PRINTED NAME

EMAIL ADDRESS TELEPHONE DATE

EXHIBIT B – CONTRACTOR INFORMATION

to be submitted with Response

CONTRACTOR (LEGAL NAME OF ENTITY)

ADDRESS FOR THE PRINCIPLE PLACE OF BUSINESS

CITY, STATE, ZIP:

TELEPHONE

STRUCTURE (CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP, ETC.)

YEAR ESTABLISHED

FEDERAL EMPLOYER ID

WASHINGTON UBI (REVENUE REGISTRATION NUMBER)

NAME, TITLE, ADDRESS, EMAIL, PHONE, AND FAX NUMBERS FOR CONTRACTOR’S RFP CONTACT.

NAME AND TITLE

ADDRESS:

CITY, STATE, ZIP

PHONE:

FAX:

E-MAIL

PRINCIPLE OFFICERS (E.G.: PRESIDENT, VICE PRESIDENT, TREASURER, BOARD CHAIRPERSON)

NAME TITLE EMAIL ADDRESS

CONTRACTOR'S EMPLOYEE RELATIONSHIP TO STATE OF WASHINGTON

If the Contractor or any party named above was, or is, an employee of WA State during the past 24 months, the following information is required: If none, indicate “not applicable”.

NAME AGENCY TITLE SEPARATION DATE

PERSONS EMPLOYED BOTH BY CONTRACTOR AND STATE OF WASHINGTON

Contractors employing or having on their governing board as of the date of their proposal, WA State employees, or former WA State employees, shall identify such persons and their position and responsibilities within the Contractor’s organization. If none, indicate “not applicable”.

NAME AGENCY TITLE SEPARATION DATE (OR N/A)

WSU Contract SPC00xxxx

1. PARTIES

This WSU Contract SPC00xxxx (“Contract”) is dated the date of last signature below and is between Washington State University, an institution of higher education and an agency of the state of Washington (“WSU”), and Party Name, an entity type residing/incorporated in the state of (“Contractor”).

2. PURPOSE

WSU published Request for Proposal 25-CC0417 on June 9, 2025, to solicit proposals from qualified vendors to provide comprehensive book distribution services for WSU Press’ print, electronic, and audiobook inventory.

Contractor responded and was identified as the apparent successful bidder. This Contract provides the terms and conditions applicable to a service provided by Contractor for the benefit of WSU. The performance of this Contract is consistent, compatible, and beneficial to the role and mission of WSU as an institution of higher education and an agency of the state of Washington.

3. SCOPE OF WORK

3.1 Contractor will provide services, staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth and detailed in the Scope of Work (“SOW”) in Exhibit A. Exhibit A is attached hereto and incorporated into this Contract by reference.

3.2 Contractor will make reasonable efforts to carry out the SOW.

4. PERIOD OF PERFORMANCE

The period of performance shall be START DATE, or date of execution, whichever is later, through END DATE (“Period of Performance”), unless a written amendment to this Contract is mutually agreed upon in writing.

5. COMPENSATION AND PAYMENT

5.1 WSU shall pay an amount not to exceed $xx.xx for the performance of all things necessary for and incidental to the performance of work as set forth in the SOW (“Contract Cost Limitation”). All payments under this Contract shall be in United States dollars. Contractor’s compensation for services rendered shall be in accordance with the following terms:

A. Fees: Contractor shall charge fees in an amount not to exceed $xx.xx (“Contract Fee Limitation”), which amount is included in the Contract Cost Limitation and itemized as described in chart below.

B. Expenses: Contractor shall receive reimbursement for travel and other expenses in an amount not to exceed $xx.xx (“Contract Expense Limitation”), which amount is included in the Contract Cost Limitation. Reimbursement shall be consistent with the following:

Do not complete this template. Include any objections to terms on Exhibit A Certification and Assurances.

i. Transportation expenses such as mileage, parking, ground transportation, and car rental.

a. Airfare: Economy or coach class only.

b. Rental car transportation: Contractor is to utilize Enterprise Rent-a-Car or National Car Rental Co. Reserve vehicles with WSU Corporate Account 45WA000 and pin

WAS.

c. Mileage reimbursement: University will reimburse mileage at the current applicable travel reimbursement rates posted by the United States General Services Administration (“GSA”) (https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates).

ii. Lodging and subsistence necessary during periods of required travel: Contractor shall receive compensation for travel expenses at current applicable travel reimbursement rates posted by the GSA (https://www.gsa.gov/travel/plan-book/per-diem-rates). Contractor is to request the state government lodging rates for reimbursable lodging under this Contract.

iii. Other expenses authorized under this Contract may be pre-approved by WSU’s Contract Manager.

5.2 Neither the Contract Fee Limitation nor the Contract Expense Limitation shall be exceeded unless a written amendment to this Contract is mutually agreed upon by the parties.

6. BILLING PROCEDURES

6.1 WSU will pay Contractor upon receipt of properly completed invoices. Invoices shall be submitted by email to xxxxxxxxxxxxxxxxx@wsu.edu. The address for WSU listed on the invoice shall be as follows:

Washington State University Controller’s Office Attn: WSU Contract SPC00xxxx Pullman, WA 99164-1025

6.2 The invoices shall describe and document to the WSU’s satisfaction a description of the work performed, the progress of the project, and fees. Invoices must reference WSU Contract SPC00xxxx. If expenses are invoiced, provide a detailed breakdown of each type. Any single expense in the amount of $50.00 or more must be accompanied by a receipt in order to receive reimbursement.

6.3 Payment shall be considered timely if made by the WSU within thirty (30) days after receipt of a properly completed invoice. Payment shall be sent to the address designated by the Contractor.

6.4 WSU may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract.

6.5 WSU reserves the right to terminate the Contract, in whole or in part, due to budgetary constraints or funding reductions, as may be determined in WSU’s sole discretion, upon providing Contractor 120 days’ https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates https://www.gsa.gov/travel/plan-book/per-diem-rates written notice. In such an event, Contractor shall continue services and be entitled to compensation until the termination date but shall not be entitled to further damages or lost profits.

6.6 Contractor shall not invoice in advance or in anticipation of providing services or supplies under this

Contract. No payments in advance or in anticipation of providing services or supplies provided under this Contract will be made by WSU.

6.7 All invoicing from Contractor under this Contract must be submitted to WSU no later than sixty (60) days after the end of the Period of Performance (“Final Invoice Date”). Invoices submitted after the Final Invoice Date may not be eligible for payment.

7. CONTRACT MANAGEMENT

7.1 The “Contract Manager” for each party is named below and shall be the contact person for all communications regarding the performance of this Contract and billing.

CONTRACT MANAGER FOR CONTRACTOR CONTRACT MANAGER FOR WSU

NAME

TELEPHONE

EMAIL

7.2 The “Project Manager” for each party is named below and will be the contact person for all communications regarding the Scope of Work. WSU’s Project Manager will receive and accept deliverables and determine if Contractor has satisfactorily completed the Scope of Work.

PROJECT MANAGER FOR CONTRACTOR PROJECT MANAGER FOR WSU

NAME

TELEPHONE

EMAIL

8. ASSURANCES

WSU and Contractor agree that all activity pursuant to this Contract will be in accordance with all applicable Federal, state, and local laws, rules, and regulations.

9. ADDITIONAL TERMS INCORPORATED BY REFERENCE

9.1 The WSU “General Terms and Conditions” (dated January 8, 2024) (“General Terms and Conditions”) are incorporated into this Contract by reference. The General Terms and Conditions are available at the following link: https://s3.wp.wsu.edu/uploads/sites/1305/2024/01/General-Terms-and-Conditions- 1.8.2024.pdf.

https://s3.wp.wsu.edu/uploads/sites/1305/2024/01/General-Terms-and-Conditions-1.8.2024.pdf https://s3.wp.wsu.edu/uploads/sites/1305/2024/01/General-Terms-and-Conditions-1.8.2024.pdf

9.2 The following additional data security terms apply to this Contract (check one only):

A. ☒ The WSU “Data Security Addendum” (dated November 20, 2024) (“Data Security Addendum”) is incorporated into this Contract by reference. The Data Security Addendum is available at the following link: https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Data-Security-Addendum- 11.20.2024-1.pdf.

B. ☐ No additional data security terms. The Data Security Terms are not incorporated into this Contract.

9.3 This Contract is funded in whole or in part by (check one only):

A. ☐ A Federal Financial Assistance Award governed by 2 CFR Part 200.

i. The WSU “Additional Terms and Conditions for Federal Grant Funded Purchases” (dated January 29, 2025) (“Grant Terms”) are incorporated into this Contract by reference.

ii. The Grant Terms are available at the following link: https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Grant-Funded- Purchases-1.29.2025.pdf.

B. ☐ A Federal Contract governed by the Federal Acquisition Regulations.

i. The WSU “Additional Terms and Conditions for Federal Contract Funded Purchases” (dated

January 29, 2025) (“FAR Terms”) are incorporated into this Contract by reference.

ii. The FAR Terms are available at the following link: https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Contract- Funded-Purchases-1.29.25.pdf.

C. ☒ No Federal funding is involved. Neither the Grant Terms nor the FAR Terms are incorporated into this Contract.

9.4 Modifications to the General Terms and Conditions, the Data Security Addendum, the Grant Terms, or the

FAR Terms, if any, are included below in Exhibit B. Exhibit B is attached hereto and incorporated into this Contract by reference.

9.5 Contractor represents and warrants that it has reviewed and understands the General Terms and Conditions. Additionally, Contractor represents and warrants that it has reviewed and understands the Grant Terms, FAR Terms, and Data Security Addendum as applicable.

10. ORDER OF PRECEDENCE

In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order:

1. This Contract;

2. The Grant Terms or FAR Terms, as applicable;

3. The Data Security Addendum, as applicable;

4. The General Terms and Conditions;

5. Exhibit A;

6. Any other provision, term or material otherwise referenced or incorporated.

https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Data-Security-Addendum-11.20.2024-1.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Data-Security-Addendum-11.20.2024-1.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Grant-Funded-Purchases-1.29.2025.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Grant-Funded-Purchases-1.29.2025.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Grant-Funded-Purchases-1.29.2025.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Contract-Funded-Purchases-1.29.25.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Contract-Funded-Purchases-1.29.25.pdf https://wpcdn.web.wsu.edu/wp-fais/uploads/sites/3309/2025/01/Additional-Terms-and-Conditions-for-Federal-Contract-Funded-Purchases-1.29.25.pdf

11. CONFORMANCE AND SEVERABILITY

If any provision of this Contract violates any statute or rule of law, it is considered modified to conform to that statute or rule of law. If any court finds any part of this Contract to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the other provisions of this Contract which can be given effect without the invalid provision, provided that such remainder conforms to the requirements of applicable law and fundamental purpose of this Contract.

12. APPROVAL

This Contract is subject to the approval of both parties and will not be binding until signed by both parties’ authorized representatives. This Contract may only be altered, amended, or any provision waived by a written amendment executed by both parties.

13. ENTIRE AGREEMENT

This Contract contains all the terms and conditions agreed upon by WSU and Contractor. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind either of the parties hereto.

The parties are signing this Contract on the date stated opposite the signature of each party’s duly authorized representative.

Contractor Name Washington State University

Name Date Name Date

EXHIBIT A

SOW

[Insert SOW here.]

PSC Template CC0417JMC