RFP_WSHFC_UAAnalysis_Final_April 2026.pdf

WSHFC Request for Proposal_UAAnalysis April 2026

WASHINGTON STATE

HOUSING FINANCE COMMISSION

REQUEST FOR PROPOSALS

TO PERFORM UTILITY ALLOWANCE ANALYSIS

FOR LOW INCOME HOUSING TAX CREDIT PROPERTIES

Deadline for submission: Friday, May 29, 2026 at 5:00PM Pacific Time

All bids must be submitted electronically as follows:

Email to Melissa Donahue at melissa.donahue@wshfc.org

No submittals will be accepted via postal mail, fax, or hand-delivered hard copy mailto:melissa.donahue@wshfc.org

REQUEST FOR PROPOSALS

TO PERFORM UTILITY ALLOWANCE ANALYSIS

FOR LIHTC PROPERTIES

on behalf of the

WASHINGTON STATE HOUSING FINANCE COMMISSION

OVERVIEW

The Washington State Housing Finance Commission (the “Commission”) is requesting submissions in response to this Request for Proposals from firms with experience conducting analysis on utility allowance types and methods for federally-funded multifamily rental housing.

The purpose is for a consultant to analyze requests for alternate utility allowance methods to be used in Low Income Housing Tax Credit (LIHTC) properties in Washington State.

Important Dates

• Live RFP Q&A via Zoom: Thursday, May 21, 2026, 1PM-2PM PST (Interested parties must request Zoom link from Melissa Donahue by Monday, May 18, 2026)

• Proposal Delivery Deadline: Friday, May 29, 2026, 5:00PM PST

• Tentative Selection of Contractor: by June 15, 2026

• Negotiate and sign contract: by June 30, 2026

• Begin contract work: July 1, 2026

This RFP document and any additional amendments to the RFP will be published on both the Commission’s website (http://www.wshfc.org/) as well as the Washington Electronic Business Solution for Vendors (https://pr-webs-vendor.des.wa.gov/) website (requires registration).

BACKGROUND AND PURPOSE

Treasury Regulation 1.42-10 provides utility allowance regulations for the LIHTC Program. In 2008, the IRS expanded the regulations to include additional acceptable methods for owners to use in calculating utility allowances for their LIHTC properties.

To ensure compliance with IRS Code Section 42, the Commission currently analyzes all requests for the use of alternate utility allowance methods for electric, natural gas, water and sewer utilities, including the Energy Consumption model, the HUD Utility Schedule model, and Actual Building Usage model. To provide consistent, technically qualified responses and lessen workload burden on internal staff, the Commission wishes to outsource reviews of alternate allowances requests and the approval/denial of alternate method requests.

http://www.wshfc.org/ https://pr-webs-vendor.des.wa.gov/

All services will be performed under an agreement with the selected Contractor (the “Services”).

Such agreement will be in the form of a contract (the “Master Agreement”) describing the general terms under which unspecified statements of work and services will be individually defined. The actual amount of work and services executed under the Master Agreement may range from no authorized work in a given year up to the dollar limit for the contract period.

MINIMUM REQUIREMENTS

Required experience, knowledge, skills, and abilities are as follows:

1. Licensed to do business in the State of Washington or provide a commitment that it will become licensed in Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor.

2. Must be able to demonstrate that core business or a substantial part of consulting business is related to multifamily building utility analysis, both by unit and in common areas.

3. Must be able to demonstrate familiarity with regional and national data and trends of utility consumption and building performance.

4. Must have at least 5 years of experience working on utility and building performance issues.

5. Annual budget cannot exceed $15,000 (July 1 – June 30)

Preference will be given to Contractors who work regularly with public agencies and/or affordable rental property owners who do business in the Pacific Northwestern United States, or who are themselves headquartered in the Pacific Northwestern U.S..

SCOPE OF WORK TO BE PERFORMED

The Commission expects the responsibilities of the successful Contractor to include the following:

• Analyze all requests for the use of alternate utility allowance methods.

• Communicate with Agency staff on all requests.

• Ensure stakeholders receive timely notifications of receipt, analysis and final determinations concerning their requests.

• Ensure stakeholders have submitted sufficient documentation to provide accurate analysis of requested method.

• Ensure stakeholder submissions follow all requirements of the alternate utility allowance policy as outlined in the Commission’s Tax Credit Compliance Procedures Manual.

• Follow up as needed with stakeholder-hired firms or individuals who have prepared the proposed methods.

• Maintain all request and analysis-related data in accessible format so Agency can make informed decisions about utility allowance procedures/policies and use data to inform other key business decisions.

Upon notification by the Commission, the Contractor will analyze a LIHTC property owner’s request to use utility allowances calculated using an alternate utility allowance method. The analysis must include analysis of methodology, inputs, calculations, assumptions, current utility rates, fees and http://www.wshfc.org/managers/ManualTaxCredit/290_AppendixOUtilityAllowanceProceduresForLIHTCProperties.pdf http://www.wshfc.org/managers/ManualTaxCredit/290_AppendixOUtilityAllowanceProceduresForLIHTCProperties.pdf taxes, and final outputs. Analysis must include confirmation that all relevant documentation has been submitted and that it supports final decision regarding request.

For each individual property analysis, Contractor shall prepare and electronically submit via email a final summary after analysis and an approval or denial letter for the Commission’s signature and forwarding to the property owner. The summary and final decision should be completed within 2 weeks of the initial request or annual update deadline.

The Consultant will keep track of which owners need to annually submit utility allowance schedule renewals and send them correspondence reminding them of pertinent documentation and deadlines. Such renewals typically involve applying new utility rates to previously approved consumption estimates.

The Consultant must keep all data in reference to property analyses available for reporting to Commission staff.

The Consultant must have sufficient resources to assist Commission in reviewing current utility allowance policies to ensure they are positioned for maximum efficiency and success.

A copy of any communication, i.e., correspondence, documentation, summary of telephone meetings, or other documentation or documented communication relating to this contract, other than the documents specifically bound by timeframes described above, must be provided to the Commission upon request.

RFP - PROPOSAL CONTENT

1. The Contractor shall provide an Executive Summary which gives in brief and concise terms a summation of the proposal.

2. The proposal itself shall be organized in the following format and informational sequences:

Part I - Business Organization: State full name and address of your organization and identify parent company if the entity is a subsidiary. Specify the branch office or other subordinate element that will perform, or assist in performing, work herein. Indicate whether the entity operates as a partnership, corporation, or individual. Include the State in which the individual or entity is incorporated or licensed to operate and the organization’s Federal tax ID number.

Part II - Program: Describe the technical plan or standard operating procedures for accomplishing required work. Include such displays, graphs, and charts as necessary to show tasks, sub-tasks, milestones, and decision points related to the Scope of Work and the plan for accomplishment. Specifically indicate:

A. A description of steps to be performed in proceeding from receipt of a property alternate utility allowance request to final decision and completion of reports.

B. A description of familiarity with various utility modeling platforms (i.e., eQuest, BEopt, Trace, etc.) and ability to review utility allowance submissions that may use a variety of software platforms. Please describe experience with electric, natural gas and water/sewer consumption analysis.

C. A description of your experience with IRS utility allowance regulations and/or other relevant federal, state or local regulations.

D. The ability to perform analyses on a timely basis.

E. A statement of the entity’s compliance with all applicable rules and regulations of Federal, State and Local governing entities. Contractor must state the Contractor’s intent to comply with the terms of this Request for Proposals.

Part III - Project Management Structure: Provide a general explanation and an organizational chart which specifies project leadership and reporting responsibilities.

Identify personnel who would be working with Commission staff.

Part IV - Prior Experience/References: Describe only relevant experience for personnel who will be actively engaged in the project. Do not include corporate experience unless personnel assigned to this project actively participated. Supply the project title, year, and reference name, as well as title, present address, phone number and email address of principal person for whom prior projects were completed.

Part V - Personnel: Include names, qualifications, including specific training and education, and pertinent certifications and licenses of all professional personnel who will be assigned to this project. State the primary work assigned to this person and the percentage of time each person will devote to this work.

Part VI - Authorized Negotiator: Include name, address, email address, and telephone number of person in the organization authorized to negotiate contract terms and render binding decisions on contract matters.

Part XII – Conflict of Interest: Contractor must disclose and provide an affidavit of any potential conflicts with any of the Commission’s affiliated Developments, Owners and/or Management Companies.

A. Successful Contractor cannot enter new contracts with the owner or management company of a new or existing Commission property that may be analyzed by Consultant under this contract.

B. Contractors who have previously provided utility allowance analyses for Commission-regulated properties must describe how they intend to minimize conflicts of interest, such as through the use of subcontractors.

Part XIII - Price Proposal: The proposed budget must be included and described. The bid amount must include all costs associated with the scope of work.

Additional information which is necessary for the Commission to fairly and comprehensively evaluate proposals may be enclosed. It should be limited to information which clarifies and substantiates written responses. All proposals will become the property of the Commission and will not be returned.

RFP - SUBMISSION REQUIREMENTS

Your proposal must be emailed to Melissa Donahue no later than Friday, May 29, 2026 at 5:00 p.m., Pacific Time. A proposal will be considered late if received at any time after 5:00PM. Late proposals will not be considered. No facsimile (FAX), postal mail or hand-delivered hard copy proposals will be accepted.

Commission RFP Coordinator:

Melissa A. Donahue, Manager Asset Management & Compliance Division Washington State Housing Finance Commission 1000 Second Avenue, Suite 2700 Seattle, Washington 98104 melissa.donahue@wshfc.org

Contractors are to rely on written statements issued by the RFP Coordinator. Communication directed to parties other than the RFP Coordinator may result in disqualification of the Contractor.

Questions about the RFP:

Contractors will have an opportunity to ask questions about the information contained in this RFP by participating in the live RFP Q&A session being held at 1:00PM PST on Thursday, May 21, 2026. No questions will be answered outside of this Q&A session except for emails requesting the Zoom meeting link to this session.

Revisions to the RFP

In the event it becomes necessary to revise any part of this RFP, addenda will be published on the Commission’s website at www.wshfc.org, and will be posted on the State of Washington’s Web Based vendor system at https://pr-webs-vendor.des.wa.gov/ .

ADDITIONAL INFORMATION

The Commission reserves the right to seek clarification of each proposal and the right to negotiate a final contract in its best interest, considering cost effectiveness and the level of time and effort required for the services.

The Master Agreement shall contain the terms set forth in Section 4 below and Attachment III hereto and other terms and conditions customary for this type of contract.

By submitting a proposal, Contractors agree that they waive any claim against the Commission, the State of Washington, and their respective agents, affiliates, officers, and employees for recovery of any costs or expenses incurred in or associated with preparing and submitting a proposal.

Contractor Reporting Successful Contractor will be expected to meet on a periodic basis with the Commission’s lead staff person to report on progress toward completing specific work under the Master Agreement Contract.

Method and Schedule of Contract Payment The Commission requires invoices to be submitted between the first and the fifth of each month for the previous 30 days’ activity. The Commission will not accept an invoicing schedule that occurs more than once per month. The Commission will pay invoices via ACH, within 30 days of the invoice receipt date. Invoices must be emailed directly to Melissa Donahue at melissa.donahue@wshfc.org.

Criteria for Evaluating Proposals

The Commission’s staff will evaluate all proposals/bids and accept the one that it believes to be in the best interest of the Commission. Price will not be the sole determining factor in the selection of a proposal/bid. The Commission shall not be obligated to award a contract pursuant to this Request for Proposal/Bid and may reject any or all proposals/bids.

Principal considerations will be:

1. The qualifications and relevant experience of the organization submitting the RFP.

2. Ability to meet the Minimum Requirements for this contract as described on page 3 of this RFP.

http://www.wshfc.org/ https://pr-webs-vendor.des.wa.gov/ mailto:melissa.donahue@wshfc.org

Award Notice

After completing the evaluation of all proposals and, if deemed necessary, interviews, the Commission will tentatively select the company that will provide the services. A final award, however, will be contingent upon successful negotiation of a final Master Agreement.

If the Commission is unable to negotiate a mutually satisfactory Master Agreement with its first choice, it may, in its sole discretion, negotiate with its secondary choices or cancel and reissue a new RFP.

Commission Support for the Contractor

Identified members of the Commission staff will assist in coordinating the work of the successful Contractor with the Commission staff and other persons as required for the completion of the Master Agreement. The staff will collaborate with the Contractor to complete the work in a timely manner as required by the Master Agreement. Contractor is expected to provide their own materials necessary to complete the work under the Master Agreement Contract.

MASTER AGREEMENT AND GENERAL TERMS AND CONDITIONS

The apparent successful Contractor will be expected to enter into the Master Agreement generated by the Commission in accordance with guidelines provided by the State of Washington, including its general terms and conditions (as set forth in Attachment One hereto), and other standard provisions customary to such services agreements. In no event is the Contractor to submit its own standard terms and conditions in response to this procurement. The Contractor may submit exceptions to the general terms and conditions. The Commission will review requested exceptions and accept or reject the same at its sole discretion.

Insurance Coverage

The selected Contractor is to furnish the Commission with a certificate(s) of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth below.

The Contractor shall, at its own expense, obtain and keep in force insurance coverage that shall be maintained in full force and effect during the term of the Master Agreement. The Contractor shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to the Commission within fifteen (15) days of the Master Agreement effective date.

Liability Insurance

1) Commercial General Liability Insurance: Contractor shall maintain general liability (CGL) insurance and, if necessary, commercial umbrella insurance, with a limit of not less than

$1,000,000 per each occurrence. If CGL insurance contains aggregate limits, the General

Aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall have products-completed operations aggregate limit of at least two times the “each occurrence” limit. All insurance shall cover liability assumed under an insured contract

(including the tort liability of another assumed in a business contract), and contain separation of insured’s (cross liability) condition.

2) Additionally, the Contractor is responsible for ensuring that any Sub-Contractors provide adequate insurance coverage for the activities arising out of subcontracts. In the event that services delivered pursuant to this contract involve the use of vehicles, either owned or unowned by the Contractor, automobile liability insurance shall be required. The minimum limit for automobile liability is:

$1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage.

3) The insurance required shall be issued by an insurance company/ies authorized to do business within the state of Washington, and shall name the state of Washington, its agents and employees as additional insureds under the insurance policy/ies.

All policies shall be primary to any other valid and collectable insurance. Contractor shall instruct the insurers to give the Commission thirty (30) calendar days advance notice of any insurance cancellation.

Contractor shall submit to the Commission within fifteen (15) calendar days of the contract effective date, a certificate of insurance that outlines the coverage and limits defined in the

Insurance section. Contractor shall submit renewal certificates as appropriate during the term of the contract.

Employers Liability (“Stop Gap”) Insurance

In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease.

Additional Provisions

Above insurance policy shall include the following provisions:

1. Additional Insured. The state of Washington, Washington State Housing Finance

Commission, its elected and appointed officials, agents and employees shall be named as an additional insured on all general liability, excess, umbrella and property insurance policies.

All insurance provided in compliance with the Master Agreement shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State.

2. Cancellation. State of Washington, Washington State Housing Finance Commission shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications. Insurers subject to 48.18 RCW (Admitted and Regulation by the Insurance Commissioner): The insurer shall give the State forty-five

(45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the State shall be given ten (10) days advance notice of cancellation.

Insurers subject to 48.15 RCW (Surplus lines): The State shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non-payment of premium, the State shall be given ten (10) days advance notice of cancellation.

3. Identification. Policy must reference the State’s contract number and the agency name.

4. Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to do business within the state of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports. Any exception shall be reviewed and approved by Washington State Housing Finance Commission. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with

Chapter 48.15 RCW and 284-15 WAC.

5. Excess Coverage. By requiring insurance herein, the State does not represent that coverage and limits will be adequate to protect Contractor, and such coverage and limits shall not limit

Contractor’s liability under the indemnities and reimbursements granted to the State in this

Master Agreement.

Worker’s Compensation Coverage

The Contractor will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable.

Proprietary Information/ Public Disclosure

All proposals will become the property of the Commission and will not be returned to the

Contractor.

All proposals received shall remain confidential until the Master Agreement. If any Master

Agreement resulting from this RFP is signed by the Executive Director of the Commission and the apparent successful Contractor, the proposals shall be deemed public records as defined in RCW

42.17.250 to 42.17.340, “Public Records.”

Any information in the proposal that the Contractor desires to claim as proprietary and exempt from disclosure under the provisions of RCW 42.17.250 to 42.17.340 must be clearly designated. The page must be identified and the particular exception from disclosure upon which the Contractor is making the claim. Each page claimed to be exempt from disclosure must be clearly identified by the word “Confidential” printed on the lower right hand corner of the page.

The Commission will consider a Contractor’s request for exemption from disclosure; however, the

Commission will make a decision predicated upon Chapter 42.17 RCW and Chapter 143-06 of the

Washington Administrative Code. Marking the entire proposal exempt from disclosure will not be honored. The Contractor must be reasonable in designating information as confidential. If any information is marked as proprietary in the proposal, such information will not be made available until the affected Contractor has been given an opportunity to seek a court injunction against the requested disclosure.

A charge will be made for copying and shipping, as outlined in RCW 42.17.300. No fee shall be charged for inspection of Master Agreement files, but twenty-four (24) hours’ notice to the RFP

Coordinator is required. All requests for information should be directed to the RFP Coordinator.

Selection Process

Oral Interviews May be Required

Written submittals and oral interviews, if considered necessary, will be utilized in selecting the winning proposal. The Commission, at its sole discretion, may elect to select the top scoring finalists from the written evaluation for an oral presentation. The oral presentation will determine the apparently successful Contractor. Commitments made by a Contractor at the oral interview, if any, will be considered binding.

Debriefing of Unsuccessful Contractors

Contractors whose proposals have not been selected for further consideration will be notified by e-mail. Only Contractors who have submitted a proposal under the criteria established by the

Commission may protest the rejection of a proposal and request a debriefing. Upon request a debriefing will be scheduled with an unsuccessful Contractor. The request for a debriefing must be received by the RFP Coordinator within three (3) business days after the Notification of Unsuccessful

Bidder Notice is e-mailed to the bidder. The debriefing must be held within three (3) business days of the request.

Discussion will be limited to a critique of the requesting Contractor’s proposal. Comparisons between proposals or evaluations of the other proposals will not be allowed. Debriefing conferences may be conducted by telephone or remote meeting tool and will be scheduled for a maximum of one hour.

Protest Procedures

This procedure is available to Contractors, who submitted a response to this solicitation document and who have participated in a debriefing conference. Upon completing the debriefing conference, the Contractor is allowed three (3) business days to file a protest of the solicitation with the RFP

Coordinator. Bidders protesting this solicitation must follow the procedures described below.

Protests that do not follow these procedures shall not be considered. This protest procedure constitutes the sole administrative remedy available to bidders under this solicitation.

All protests must be in writing and signed by the protesting party or authorized Agent. The protest must state the grounds for the protest with specific facts and complete statements of the action(s) being protested. A description of the relief or corrective action being requested must also be included.

All protests will be addressed to the RFP Coordinator.

Only protests stipulating an issue of fact concerning the following subjects shall be considered:

• A matter of bias, discrimination or conflict of interest on the part of an evaluator.

• Errors in computing the score.

• Non-compliance with procedures described in the procurement document or Commission policy.

Protests not based on procedural matters will not be considered. Protests will be rejected as without merit if they address such issues as: (1) an evaluator’s professional judgment on the quality of the proposal, or (2) the Commission’s assessment of its own and/or other agencies’ needs or requirements.

Upon receipt of a protest, a protest review will be held by the Commission. The Director of the

Commission or an employee delegated by the Director who was not involved in the procurement will consider the record and all facts available and issue a decision within five (5) business days of receipt of protest unless additional time is required, in which case the protesting party will be notified by the

Commission.

In the event a protest may affect the interest of another Contractor that submitted a proposal, such

Contractor will be given an opportunity to submit its views and any relevant information on the protest to the RFP Coordinator.

The final determination of the protest shall:

• Find the protest lacking in merit and uphold the Commission’s action; or

• Find only technical or harmless errors in the Commission’s solicitation process and determine the Commission to be in substantial compliance and reject the protest; or

• Find merit in the protest and provide the Commission options which may include:

-Correct the errors and re-evaluate all proposals and/or

-Reissue the solicitation document and begin a new process, or

-Make other findings and determine other courses of action as appropriate.

If the Commission determines that the protest was without merit, the Commission will enter into a

Master Agreement with the apparently successful Contractor. If the protest is determined to have merit one of the alternatives noted in the preceding paragraph will be taken.

Commission Perspective

The Commission has the sole discretion and reserves the right to reject any and all proposals received in response to this RFP and to cancel this solicitation if it is deemed in the best interest of the

Commission to do so. Issuance of this RFP in no way constitutes a commitment by the Commission to award a Master Agreement, or to pay Contractor’s costs incurred either in the preparation of a response to this RFP or during negotiations, if any, of a Master Agreement for services. The

Commission also reserves the right to make amendments to this RFP by giving written notice to

Contractors, and to request clarification, supplements and additions to the information provided by a

Contractor.

By submitting a proposal in response to this solicitation, Contractors understand and agree that any selection of a Contractor or any decision to reject any or all responses or to establish no Master

Agreement shall be at the sole discretion of the Commission. Additionally, by submitting a proposal, Contractors agree that they waive any claim against the Commission, the State of

Washington, and their respective officers, employees, and agents for the recovery of any costs or expenses incurred in preparing and submitting a proposal.

No negotiations by the Commission, or any officer, employee, or agent thereof, shall constitute an offer or counteroffer by the Commission. The Commission shall not be bound to any Master

Agreement until and unless it’s authorized representative has executed a written Master Agreement with a Contractor.

The Commission shall not be required to accept any proposal solely on the basis that it contains the lowest price for completion of the work contemplated by this RFP and the Commission reserves the right to negotiate the final Master Agreement price.

Attachment One

SELECTED STANDARD TERMS AND CONDITIONS

By submitting a response to this Request for Proposal, the Contractor agrees to acceptance of the following Standard Terms and Conditions and any other provisions that are specific to this solicitation and standard for master Agreement.

ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Contractor shall not assign, transfer or subcontract any portion of the Master Contract without the express written consent of the

Commission.

COMPLIANCE WITH LAWS: The Contractor must, in performance of work under the Master

Agreement, fully comply with all applicable federal, state, or local laws, rules and regulation. Any subletting or subcontracting by the Contractor subjects Sub-Contractors to the same provision. The

Contractor agrees that the hiring of persons to perform the contract will be made on the basis of merit and qualifications and there will be no discrimination based upon race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin by the persons performing the contract.

CONFORMANCE WITH MASTER AGREEMENT: No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the Master Agreement shall be granted without prior written consent of the Commission.

FACSIMILE RESPONSES: Facsimile responses will not be accepted for responses to this Request for Proposal.

FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts, or any other causes, directly or indirectly beyond the reasonable control of the nonperforming party, so long as such party is using its best efforts to remedy such failure or delays.

HOLD HARMLESS/INDEMNIFICATION: The Contractor agrees to protect, defend, and save the Commission, its agents and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the Contractor’s employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, Sub-Contractors, except the sole negligence of the

Commission, under the Master Agreement.

MASTER AGREEMENT: The apparent successful Contractor will be expected to enter into a

Master Agreement generated by the Commission in accordance with guidelines provided by the State of Washington, including its general terms and conditions (as set forth in Attachment III hereto), and other standard provisions customary to such services agreements.

MILESTONES, ACCEPTANCE AND PAYMENT: The Contractor’s performance and payment shall be tied to milestones as set forth in the Master Agreement and corresponding Statements of

Work.

OWNERSHIP OF PROPRIETARY INFORMATION AND INTELLECTUAL PROPERTY:

The deliverables will have been specially ordered and commissioned by the Commission. Contractor agrees that all proprietary and intellectual property rights in the deliverables shall be owned by the

Commission and the deliverables shall be “works made for hire.” Contactor agrees to assign to the

Commission, its successors and assigns, all rights, title and interest in and to the deliverables.

Contractor and the Commission acknowledge that each party’s existing proprietary information and intellectual property will remain the property to the respective party. Contractor warrants that it has the right to use all proprietary information and intellectual property used to fulfill its obligations under the Master Agreement.

SERVICES: The Contractor will provide the services and personnel as set forth in various mutually agreed statements of work or mutually agreed proposal documents (each, a “Scope of Work” or

“SOW”). Each SOW’s terms will specify the Contractor’s duties and responsibilities as to the respective set of services described in that SOW. The Scopes of Work will be provided by the

Contractor within fifteen (15) days of the request by the Commission. Each Scope of Work will specify the purpose, scope, responsibilities, timing and fees prior to work on each individual project and will be consistent with the response to this Request for Proposal.

TERM OF MASTER AGREEMENT: The initial term of the Master Agreement will be for two year period with an option to renew for up to 2 additional one-year periods, at the sole discretion of the Commission.

TERMINATION OF MASTER AGREEMENT: Unless otherwise stated, the Commission may, by written notice to the Contractor, terminate the Master Agreement in whole or in part at any time the Contractor materially fails to perform the Master Agreement.

LICENSE TO USE OF DELIVERABLES - OTHER GOVERNMENTAL ENTITIES: The

Contractor acknowledges and agrees that the Commission may permit other governmental entities within Washington State, including without limitation the Department of Commerce, to use the deliverables that are provided to the Commission pursuant to the Master Agreement.