RFQQ 1230896 IBN and TTN Frames.pdf

UNIVERSITY of WASHINGTON

Request for Quote and Qualifications #1230896

RFQQ Coordinator: Kassy Ellefson, Sr. Contract Manager, UW Procurement Svcs.

RFQQ Due Date: July 30, on or before 4pm

It is the Bidder’s responsibility to read the entire document, including any addendums or attachments and to comply with all requirements listed herein. The University is conducting this solicitation via the University’s Workday Strategic Sourcing System (WSS) and advertising the solicitation via the state of Washington Electronic Business Site (WEBS). Any addenda to this Request for Proposal will be posted on WSS and WEBS. The University is not responsible for a Bidder’s failure to register and check WSS and WEBS for solicitation updates.

The University of Washington is soliciting proposals from qualified firms capable of providing IBN Frames and TTN Frames in accordance with the requirements of this solicitation.

This solicitation is open to those who satisfy the qualifications stated herein.

DUE DATE: July 30, on or before 4pm PDT

CONTENTS OF THE REQUEST FOR QUOTE and QUALIFICATIONS

1. Introduction and Submission

2. Administrative Instructions

3. Project Requirements

4. Evaluation and Award

5. Contract Terms and Conditions

Attachments

A. Certifications and Assurances B. Minority and Women-Owned Business Enterprise Certification C. Supplier Code of Conduct

Provided Separately via Workday Strategic Sourcing:

Drawings IBN Frame Drawings Table https://university-of-washington.public-portal.us.workdayspend.com/ https://university-of-washington.public-portal.us.workdayspend.com/ https://www.des.wa.gov/sell/bid-opportunities https://university-of-washington.public-portal.us.workdayspend.com/ https://www.des.wa.gov/sell/bid-opportunities https://www.des.wa.gov/sell/bid-opportunities

SECTION 1 INTRODUCTION and SUBMITTAL

The University of Washington (UW, University) is a public research university founded in May 1861. The UW is one of the world's preeminent public universities, consistently ranked among the top public universities in the world. The UW educates more than 58,000 students annually; our students and faculty work together to turn ideas into impact and in the process transform lives and the world.

With the UW receiving more federal research dollars than any other U.S. public research university, the Applied Physics Laboratory (APL-UW) is a vital research unit of the University of Washington. APL-UW serves as a trusted research and development agent by anticipating broad scientific and engineering challenges and responding quickly to rising national research priorities. Core expertise is in ocean physics and engineering, ocean and medical acoustics, polar science, environmental remote sensing, and signal processing.

The South TOTO Acoustic Measurement Facility (STAFAC) is a U.S. Navy underwater range located in the Southern Tongue of the Ocean (TOTO) in the Bahamas. It is a critical, shore-connected acoustic measurement facility used to test and measure the radiated noise (acoustic signatures) of submarines and surface ships. This Request for Quote and Qualifications (RFQQ) is issued by the University of Washington Procurement Services department on behalf of APL-UW to identify a qualified firm able to design, fabricate, test, finish, and deliver twelve (12) IBN frames and two (2) TTM frames suitable for shipboard and land-based operations for lifting and deployment onto the seafloor in accordance with the provided drawings, and the requirements and terms and conditions stated herein.

1.1 TIMETABLE

Issue RFQQ June 17, 2026 Closing Date for Inquiries July 1, 2026, 5pm PST Addendum Issued (if necessary) July 9, 2026 Proposal Due July 30, 2026, on or before 4pm PST Delivery: No later than December 15, 2026

Dates and times may change at the discretion of the UW. Bidders will be notified of any schedule changes that affect them.

1.2 SUBMISSION OF PROPOSALS

Bidders shall submit a proposal in PDF or Word format, via WSS. Proposals must be submitted on or before the time specified in Timetable, any proposal received after the due date and time may not be considered. All proposals shall remain valid for a minimum of 180 business days following the RFQQ closing date.

The University of Washington is not responsible for any technical issues, system errors, connectivity problems, or other difficulties experienced by bidders when accessing or submitting responses through Workday Strategic Sourcing (WSS) and reserves the right not to accept late or incomplete submissions resulting from last-minute technical difficulties.

Bidders are solely responsible for ensuring that their responses are fully completed and successfully submitted prior to the event closing deadline. The University strongly encourages bidders to begin and finalize their submissions well in advance of the deadline to allow sufficient time to address any potential technical issues.

All proposals and any accompanying documentation become the property of the UW and will not be returned.

Each proposal must be signed and dated by the Bidder; the name and title shall be typed or printed below each signature.

1.3 SUBMITTAL REQUIREMENTS

Bidders must submit a proposal organized into the sections described below. Each section corresponds directly to an evaluation criterion listed in Section 4.4. Evaluators will score each section independently; failure to organize the proposal as specified may result in a lower score or rejection as non-responsive.

All proposals shall begin with a Cover Letter containing:

• Letter on company letterhead with a brief summary of firm qualifications and interest

• Signature by an authorized representative of the Bidder

• RFQQ contact name, title, address, phone number, and e-mail address

• A brief statement summarizing the Bidder’s understanding of the project

• A statement accepting the RFQQ Terms and Conditions per Section 2.17

• A statement accepting Attachment C, Supplier Code of Conduct

• A statement accepting the 180 business days validity period.

Offerors shall provide a comprehensive narrative proposal demonstrating compliance with the requirements set forth in Section 3 (Project Requirements) and the provided Drawings, including all applicable technical specifications, operating conditions, and administrative obligations. Proposals shall be organized into the following sections:

A. Technical Requirements

• Compliance Matrix Provide a detailed, line-by-line matrix addressing Statement of Work (SOW) requirements. Each item shall be identified as Comply, Exception, or Not Applicable (N/A), with supporting references to drawings, calculations, procedures, or other substantiating documentation.

• Manufacturing and Inspection Summary Describe the proposed fabrication approach, including welding processes and conformance with AWS D1.1 standards. Include a welder qualification plan and a magnetic particle inspection (MPI) plan.

• Coating and Finish Summary Specify the proposed coating system (e.g., paint or powder coating), including surface preparation methods, target dry film thickness (DFT), and inspection/verification procedures.

• Testing and Acceptance Summary Outline planned testing activities, including inspection and witness points, notification procedures, and deliverable test reports.

B. Project Management and Schedule

• Project Schedule Submit a draft schedule with key milestones and calendar dates, including project kickoff within two (2) weeks of Purchase Order (PO) issuance.

• Quality Assurance (QA) Plan Provide a QA plan describing processes and controls to ensure compliance with all project requirements.

• Communication Plan Identify and provide contact information for the Project Manager and other key points of contact and describe communication protocols.

• Work Plan Describe the overall project approach and methodology to meet all administrative requirements specified in this

RFQQ.

C. Past Performance and Experience

• Provide at least two (2) examples of similar marine or offshore structures, or comparable welded fabrications, completed within the past five (5) years. Include client references for each project.

D. Price Proposal

• Provide a complete price proposal covering all required scope elements, including fabrication, coating/finishing, inspection and testing, documentation and turnover package, delivery, and any applicable options or spare components.

• Following successful APL/UW inspection and acceptance of deliverables, shipping will be coordinated by APL/UW to the final destination.

E. Required Submission Documents

• Full Proposal (Items A-D above)

• Required Attachments (must be signed and submitted with Proposal):

• Attachment A — Certifications and Assurances

• Attachment B — Minority and Women-Owned Business Enterprise

1.4 QUESTIONS

All questions must cite the particular RFQQ section(s) and paragraph number and be submitted via the WSS Message Center.

Depending upon the nature of the question and the response, copies of the question and response may be shared to all other Bidders. Bidders will not receive confirmations that submitted questions have been received.

Should any discrepancies be found in or omissions from the specifications, or doubt as to their meaning, the Bidder shall notify the Coordinator, in writing. Any and all interpretations, corrections, revisions, and amendments shall be issued by the RFQQ Coordinator in the form of a written addendum to all holders of the RFQQ documents, via the WSS Message Center.

All addenda issued shall become a part of the award documents.

Bidders are strictly prohibited from contacting any University personnel regarding this RFQQ other than the designated RFQQ Coordinator, and only through the WSS Event Message Center. Any attempt to communicate outside of this required channel—including but not limited to email, telephone, or in-person contact—will be deemed an unauthorized communication and may result in disqualification from the solicitation process. Any oral or informal communications are considered unofficial and non-binding on the University of Washington. Questions submitted after the stated deadline for inquiries may not be accepted or answered.

Limited Exception: Bidders may contact the RFQQ Coordinator outside of the WSS Event Message Center solely for the purpose of obtaining technical assistance with establishing or accessing their WSS account. This exception is strictly limited to account access issues. No questions or communications regarding the RFQQ content, requirements, or process will be accepted outside of the WSS Event Message Center. RFQQ Coordinator assistance is limited, Bidders are advised to reach out to Workday support whenever possible.

SECTION 2 ADMINISTRATIVE INSTRUCTIONS

2.1 DEFINITIONS

● The terms "offer", “proposal,” “response” or “bid” means a submitted response to this RFQQ

● The terms "Bidder", “Bidders,” or “Firm” means the entity submitting a response.

● The terms “Agent,” "Contractor", “Firm” or “Supplier” means the entity receiving a contract award.

● The terms “Contract” or “Agreement” means, the contract(s) and/or purchase order(s) that is awarded as a result of this RFQQ.

● The term "RFQQ Coordinator" means the University of Washington’s appointed contracting representative.

● The terms "solicitation" or “RFQQ” means Request for Quote and Qualifications.

2.2 REVISIONS TO THE RFQQ

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

All RFQQ corrections and amendments will be posted to WSS. Bidders are responsible for checking WSS for this information.

2.3 ACCEPTANCE OF OFFERS

The UW reserves the right to reject any or all responses or any part thereof, or to accept any responses, or any part thereof, or to waive or decline to waive irregularities and technicalities in any response when it is determined that it is in the best interest of the UW to do so. The UW reserves the right to waive any minor irregularity in any response received, including but not limited to, obvious mathematical errors in extension of pricing, failure to date the response, or failing to execute any certification not considered salient to price, or acceptance of an agreement award. A major omission, such as https://university-of-washington.public-portal.us.workdayspend.com/ https://university-of-washington.public-portal.us.workdayspend.com/ but not limited to, failing to contain the signature of a responsible official of the company on the response, failing to propose actual pricing, may result in rejection of the offer as being non-responsive to the RFQQ.

2.4 AWARD IN THE BEST INTEREST

In order to obtain the services and pricing that best meet the needs of the University as expressed in this RFQQ, the University reserves the right to make single or multiple awards. The University also reserves the right to cancel or reissue the RFQQ or reject any or all offers without penalty.

Award of a contract is not a guarantee of business.

2.5 ATTACHMENT OF RESPONSES TO CONTRACT

If an award is made, the University will incorporate, by reference, the RFQQ document and any addenda issued, plus the winning Bidder's response to the RFQQ as part of the final contract.

2.6 CANCELLATION

The University shall have the option to cancel an award issued as a result of this solicitation at any time for performance that is not in compliance with all the instructions and specifications stated herein.

2.7 COMPLAINTS

A. Contractors may submit a complaint to the RFQQ 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. Bidders may submit complaints up to 5 business days prior to the RFQQ due date. Complaints must meet the following requirements:

• Must be in writing.

• Must be sent to the RFQQ coordinator, or designee.

• Should clearly articulate the basis for the complaint.

• Should include a proposed remedy.

The RFQQ 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 WSS. The complaint may not be raised again during the protest period. The complaint process does not include an appeal process.

2.8 COST OF RESPONSES

Costs incurred in preparing and presenting the responses or incurred in any other manner by the Bidder in responding to this solicitation are not reimbursable and may not be charged to the University.

2.9 GRATUITIES

In accordance with RCW 42.52, Ethics in Public Service, University employees may not accept gifts, gratuities, or any item of economic value. The Bidder agrees to offer no such items to any University employee.

2.10 FUNDING

Any contract awarded as a result of this procurement is contingent upon the continued availability of state or federal agency funding. There shall be no penalties assessed for contract cancellation due to loss of funds.

2.11 IN-STATE RECIPROCITY

Pursuant to RCW 39.26.271 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.

https://www.naspo.org/research-and-innovation/state-preference-repository/

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.

2.12 NON-ENDORSEMENT

As a result of the selection of a Bidder to supply products and/or services to the University, the University is neither endorsing nor suggesting that the Bidder is the best or only solution. All Bidders agree to make no reference to the University in any literature, promotional material, brochure, sales presentation, or the like without express written consent of the University’s Trademarks and Licensing Office.

2.13 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 prohibited unless the Contractor has obtained prior written authorization from the UW Procurement Services Department.

2.14 NO OBLIGATION TO CONTRACT

This solicitation does not oblige the University of Washington to contract for the services specified herein.

2.15 RESPONSE WITHDRAWAL

Responses may be withdrawn any time prior to the RFQQ scheduled due date and time. Withdrawn responses may be resubmitted up to the time and date designated for receipt of responses provided they are in full conformance with the terms and conditions of this solicitation.

2.16 RESPONSIVENESS

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

2.17 TERMS AND CONDITIONS EXCEPTIONS

In submitting a response to this RFQQ, the Bidder agrees to accept the terms and conditions set forth and as noted in this RFQQ. Any exceptions to RFQQ terms and conditions, including UW General Terms and Conditions must be noted with RFQQ response and alternate language provided. The UW reserves the right to accept or reject alternate language proposed at its sole discretion.

In the event a Contractor does not submit exception to terms and conditions contained within this solicitation, it shall be construed by the University as the Contractors’ full acceptance; exception requests may not be allowed during the negotiation of the contract.

2.18 SINGLE PROPOSAL

If there is a single Proposal from only one (1) Bidder, UW may deem the procurement as a failure of competition and, at its sole option, cancel the RFQQ. Alternatively, UW may choose to name the single Bidder as the Apparent Successful Bidder.

2.19 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.

2.20 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

2.21 WORKDAY PLATFORM

The University uses Workday Financials for its purchase order and invoice processes. Awarded Contractor agrees to work with the University to successfully transmit orders and invoices electronically. More information is available at:

https://finance.uw.edu/ps/suppliers

Section 3 PROJECT REQUIREMENTS

3.1 SCOPE OF WORK

The Applied Physics Laboratory (APL) seeks proposals to design, fabricate, test, finish, and deliver a total of fourteen (14) structural frames, consisting of twelve (12) IBN frames and two (2) TTM frames, suitable for both shipboard and land-based operations, including lifting, handling, and deployment onto the seafloor.

All work shall be performed in strict accordance with the requirements set forth in this solicitation, the Drawings, and all referenced documents. The Drawings will be provided separately. Deviations/exceptions to the requirements are not permitted without prior written APL approval; any proposed exceptions must be clearly identified in the proposal.

The Contractor shall be responsible for providing all labor, materials, equipment, and services necessary to complete the work, including but not limited to:

• Procurement of all required materials

• Fabrication and assembly

• Coating and/or finishing

• Inspection and quality control

• Testing and acceptance activities

• Documentation and turnover deliverables

• Packaging and delivery

The completed frames shall meet all specified technical, environmental, and operational requirements for marine use and handling.

3.2 PROJECT MANAGEMENT AND COMMUNICATIONS

Supplier shall name a point of contact (POC), who is managing the project and available to give status updates. The POC shall be available by phone or email and shall respond to status requests from the UW within 48 hours, not including weekends or holidays.

3.3 PAYMENT

University of Washington payment terms are Net 30 days from receipt of goods/services or invoice, whichever is later unless a prompt payment discount applies. Payment in advance of receipt of goods/services, including deposits, is prohibited. Progress payments may be acceptable, suggested billing milestones should be submitted with proposal with the final 25% to be paid following acceptance of all deliverables.

http://www.omwbe.wa.gov/

3.4 DELIVERY/SHIPPING TERMS

The Contractor shall complete delivery of all required deliverables no later than December 15, 2026. The University will accept earlier delivery where feasible and will consider proposed alternate schedules.

Shipping terms shall be Incoterms 2020 DAP, Prepaid and Added.

3.5 TARIFFS

If necessary, the University intends to apply for Duty-Free Entry. Bidders are to provide HTS Codes and Certificates of Origin with proposal. Awarded Contractor may be asked to assist with Duty-Free Entry forms.

Section 4 EVALUATION AND AWARD

4.1 EVALUATION PROCEDURE

Responses will be evaluated in accordance with the requirements stated in this solicitation and any addenda issued.

Evaluation of proposals will be made by a full and fair consideration of all qualified Contractors. During evaluation process, the RFQQ Coordinator may contact the Contractors for clarification of Contractor's offer.

Initial screening and evaluation of proposals will be based upon the ability of Contractor to meet the requirements and provide the services as specified. If during the evaluation process, the University determines that a particular requirement may be modified or waived and still allows the University to obtain services that substantially meet the intent of this RFQQ, the requirement will be modified or waived for all Contractors, and all proposals will be re-evaluated in light of the change.

4.2 REFERENCES

The University reserves the right, but is not obligated, to contact references.

4.3 SITE VISIT

The University reserves the right to conduct a site visit and/or factory visit at the proposed supplier’s facility as part of the Technical Compliance evaluation process. Such visit may be used to validate the information provided in the proposal, assess the supplier’s production capabilities, quality control processes, staffing, safety practices, delivery performance, and overall ability to meet the requirements of this RFQQ. The supplier shall cooperate fully and make appropriate personnel, facilities, and records reasonably available during the visit.

The University may request a visit before final award, and participation in a site visit is at the University’s discretion. Any findings from the site visit may be considered in the evaluation of the proposal and may affect award determination. The University will provide reasonable advance notice and will coordinate the date, time, agenda, and attendees with the supplier.

4.4 EVALUATION SCORING

Award of the contract(s) will be based on the following criteria and point value. Points will be awarded based on Contractor's ability to demonstrate its ability to meet the different requirements specified herein. It is essential to provide all information as requested in a clear and concise manner.

The University reserves the right to make an award without further discussion of the proposal submitted; there will be no best and final offer procedure. Therefore, the proposal should be submitted in the most favorable and complete terms the Contractor can offer.

The degree in which a Contractors’ proposals meet the requirements of this RFQQ shall be based on University’s sole interpretation and discretion.

The following categories will be assigned for evaluation purposes:

Evaluation Criteria

• Technical Requirements — 30%

• Project Management and Schedule — 10%

• Past Performance and Experience — 30%

• Price proposal — 30%

4.5 ADDITIONAL EVALUATION FACTORS

In addition to rate and conformity to specifications and requirements, the following award considerations may also be used to determine contract award:

● The ability, capacity and skills of the Contractor and their staff members to perform the contract or provide the service as required. Contractor should provide documentation of the resources committed, assigned or available in performing the service requirements of this contract.

● The character, integrity, reputation, judgment, experience, and efficiency of the Contractor.

● The ability of the Contractor to perform the assignment within the time frame specified.

● The qualities of performance of the Contractor or its proposed personnel on previous contracts or services to include their ability to maintain, enhance, and continuously improve their services.

● Previous and existing compliance by the Contractor with laws relating to the contract or services.

● Such other information that may be secured having a bearing on the decision to award the contract.

4.6 CONTRACT AWARD

The University, in its sole opinion, will select the proposal(s) which best meet the requirements of the solicitation. The University reserves the right to withdraw this RFQQ at any time and to make whatever decisions it determines to be in the best interest of the University

The University reserves the right to conduct discussions with Contractors, to seek further information and clarification, and to accept clarification of proposals. During this discussion period, the University will not disclose any information derived from proposals submitted, or from discussions with other Contractors.

Upon selection of the successful Contractor, the University will enter into negotiations with that Contractor for an appropriate contract. If the University and the Contractor selected are unable to reach agreement, the University may terminate negotiations and begin negotiations with the second-ranked Contractor or seek new proposals.

4.7 NOTIFICATION TO PROPOSERS

Once the final evaluation phase has been completed, the solicitation Coordinator will issue a written announcement to all participants, citing the name(s) of the apparent successful bidder(s).

4.8 PROTEST PROCEDURE

Contractors protesting the award shall 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 Contractors under this procurement.

After the announcement of the apparent successful Contractor, unsuccessful Firms will be offered a debriefing upon written request. The request must be sent via email to the RFQQ Coordinator. The optional debriefing will not include any comparison between the Contractor’s Proposal and any other Proposals submitted. The UW will address questions and concerns about the Contractor’s performance with regard to the solicitation requirements. Debriefing conferences will be scheduled for a maximum of thirty minutes and can be conducted via phone, Zoom, email, or in person.

● Firms have 3 business days after the apparent successful Contractor is announced to request a debriefing.

● Firms are required to participate in a debriefing as a prerequisite for submitting a protest.

● Firms have 5 business days after their debriefing to file a written protest.

Firms may submit a written protest based only on the following:

● A matter of bias, discrimination, or conflict of interest on the part of an evaluator;

● Errors in computing the scores; or

● Non-compliance with procedures described in the procurement document or UW protest process.

Protests are to be submitted to the UW Executive Director of Procurement Services (Director) and the RFQQ coordinator.

The Director will issue a written response within 10 business days from receipt of the protest unless additional time is needed. The protesting party shall be notified if additional time is needed. The Director’s protest decision is final. If a protesting party does not accept the protest response, the party may try to seek relief from superior court.

Section 5 CONTRACT TERMS AND CONDITIONS

5.1 TERMS AND CONDITIONS / ORDER OF PRECEDENCE

University of Washington General Terms and Conditions will become part of any Contract and/or purchase order issued as a result of this solicitation, in addition to the Terms and Conditions contained in this RFQQ. Additionally, this procurement is federally funded, and Federal Contract Terms and Conditions shall apply and are not subject to negotiation.

In the event of conflict between Terms and Conditions referenced in this RFQQ the following priorities shall apply:

1. Terms and Conditions of this Solicitation

2. Contract Terms and Conditions for Federal Contract Funded Purchases,

3. Certifications and Representations for Federal Contract Funded Purchases

4. UW General Terms and Conditions

By submitting a proposal in response to this RFQQ, Contractor acknowledges that the Federal and UW Terms and Conditions current at the time of the announcement of the Apparent Successful Contractor shall be incorporated into any contract or purchase order issued as a result of this RFQQ

5.2 ACCIDENTS AND RISK OF LOSS

Contractor will be solely responsible for accidents and injuries to all persons and/or property caused by the acts or omissions of its officers, subcontractors, volunteers, agents, or employees.

5.3 APPLICABLE LAW AND VENUE

The Contract signed as a result of this solicitation, and the rights and obligations contained in it shall be governed by and construed in accordance with the laws of the state of Washington, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Further, the venue of any proceedings regarding the Contract shall be in King County, Washington.

5.4 ACTS OF INSOLVENCY

Either party may terminate the Contract by written notice to the other and may regard the other party as in default of the Contract, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs, that party shall immediately notify the other party of its occurrence.

5.5 CHANGES

No alteration in any of the terms or conditions of the Agreement will be effective without written consent of the University of Washington Procurement Services Department.

5.6 COMPLIANCE WITH ALL LAWS

The Contractor shall comply with all applicable laws and regulations during the term of the Contract and to obtain all necessary and proper licenses, permits, and authorizations at its own expense. Contractor will at all times during the contract comply with the worker's compensation laws of the State of Washington and pay such premiums as may be http://f2.washington.edu/fm/ps/suppliers/terms-conditions https://finance.uw.edu/ps/suppliers/terms-conditions https://finance.uw.edu/ps/suppliers/terms-conditions http://finance.uw.edu/ps/suppliers/terms-conditions required thereunder.

5.7 CONFIDENTIALITY

Contractor shall not use or disclose any information concerning the University, graduating students, or information which may be classified as confidential, for any purpose not directly connected with the administration of the contract, except with prior written consent of the UW, or as may be required by law.

5.8 DATA PROCESSING AGREEMENT

If, during the course of the performance, administration, or maintenance of this contract, or any extension or renewal thereof, Contractor acquires, uses, or otherwise obtains access to “Personally Identifiable Data,” “University Data,” or “Confidential Data” then the UW and Contractor agree that all of the terms and conditions of the University’s Data Processing Agreement shall apply.

5.9 DISPUTE RESOLUTION

Each party agrees to notify the other party in writing of any dispute or claim arising out of or relating to the Contract awarded as a result of this solicitation. The written notification shall specify, to the fullest extent possible, the notifying party's version of the facts surrounding the dispute. In the event the dispute is not resolved within thirty (30) days after receipt of written notification of the dispute, the parties agree to non- binding mediation and to use their best efforts in good faith to resolve the dispute.

Any mediation shall be conducted by a mediator mutually agreed upon by the parties. The parties will equally share the costs of the mediation service, but each party will bear its own costs, including, but not limited to, attorney fees, in conjunction with the mediation proceeding. Mediation is a condition precedent to the bringing of any legal action, claim or proceeding.

5.10 INDEMNIFICATION

The University assumes no liability for any damage to the property of the Contractor, to the property of any person, or public property, or for personal injuries, illness, disabilities or death the Contractor, Contractor’s employees, and any other person subject to the Contractor’s control, or any other person including members of the general public, caused, in whole or in part, by (a) Contractor’s breach of any term or provision of this contract; or, (b) any negligent to willful act or omission of the Contractor, its employees or subcontractors in the performance of this contract. The Contractor agrees to indemnify, save harmless and defend the University from and against any and all liabilities, claims, penalties, forfeitures, suits and the costs and expenses incident thereto (including the costs of defense, settlement and reasonable attorney’s fees), which it may hereafter incur, become responsible for, or pay out as a result of acts or omissions covered by (a) or

(b) herein.

5.11 MATERIAL DEFAULT IN PERFORMANCE

Either party may terminate the Contract if the other party fails to perform any material obligation under the terms of the Contract or violates any material term or condition of the Contract, and such failure or violation is not cured within thirty

(30) days following mediation as specified in section entitled "Dispute Resolution". In the event of termination, the respective rights and obligations of the parties shall cease and be of no further force and effect. Grounds to terminate the Contract include but are not limited to the following:

● Unacceptable quality of services

● Theft of any University or employee property

● Drinking, use of drugs, negligent driving, or disorderly conduct while on University property

● In the event that the Contractor’s performance is deemed unsatisfactory, the University Procurement Service

Department shall provide a written statement of detailed statement of complaint. Three (3) letters of complaint will constitute a breach of contract, and the University may, at its option, cancel the contract.

5.12 NON-ENDORSEMENT

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 UW.

https://it.uw.edu/guides/privacy/take-action/share-data/data-processing-agreement/ https://it.uw.edu/guides/privacy/take-action/share-data/data-processing-agreement/

5.13 PAYMENT

UW payment terms are Net 30 from receipt of goods or a properly completed invoice by the Accounts Payable department, whichever is later. The UW will not process invoices for payment until the UW's Accounts Payable department receives a properly completed invoice or services have been provided, whichever is later. The University will consider progress payments for this Contract. If the UW fails to make a timely payment, Offeror may invoice for a minimum of $1 or maximum of 1% per month on the amount overdue (RCW 39.76.011). Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or, if no terms are specified, within 30 days from date of receipt of a properly completed invoice or receipt and acceptance of goods, whichever is later. The UW preferred method of payment is with a Visa payment card (ePayables). Contractors who do not accept Visa for payment are encouraged to sign up for Automated Clearing House (ACH) payment. Additional information is available at:

https://finance.uw.edu/ps/suppliers

5.14 PUBLIC DISCLOSURE

The University is subject to the Revised Code of Washington (RCW) 42.56 (Public Records Act). All Offeror Responses and any subsequent Contract will be “public records” as defined in RCW 42.56.010

The Offeror 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 RFQQ is signed by the University and the Apparent Successful Offeror; 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 Offeror’s information, the University will notify the Offeror of the request and the date that such records will be released unless the Offeror obtains a court order enjoining that disclosure. The Offeror will have five (5) business days from receipt of notice to obtain the court order. If the Offeror fails to obtain the court order enjoining disclosure, the University will release the requested information on the date specified.

5.15 RECORD OF PURCHASES/AUDITS

The University reserves the right to audit Contractor's records for compliance with contract terms and conditions and pricing. An unfavorable audit may be considered breach of contract and the University, at its sole discretion, may provide the Contractor an opportunity to correct the negative finding(s) or cancel the contract immediately.

5.16 RELATIONSHIP OF PARTIES

The parties are acting herein as independent contractors and independent employers. Nothing herein contained shall create or be construed as creating a partnership, joint venture or agency relationship between parties, and no party shall have the authority to bind the other in any respect. Any reference to either party as "partner" shall not infer any legal status.

5.17 SURVIVAL OF OBLIGATIONS

The respective obligations of University and Contractor under the Contract signed as a result of this solicitation, which by their nature would continue beyond the termination, cancellation, or expiration of the Contract, shall survive termination, cancellation, or expiration.

5.18 TERMINATION WITHOUT CAUSE

Either party may terminate the Contract at any time by giving at least ninety (90) days prior written notice.

5.19 TERMINATION FOR CONVENIENCE

When it is in the best interest of the University, the University's Procurement Service Department may terminate this Contract, in whole or in part, by fourteen (14)-calendar days written notice to Contractor. Invocation of the Termination for Withdrawal of Authority or Termination for Non-Allocation of Funds sections shall be deemed a Termination for Convenience but will not require such fourteen- (14) calendar day written notice. If this Contract is so terminated, University is liable only for payments required by the terms of this Contract for goods and services received and accepted by the University up to the effective date of termination.

5.20 TERMINATION FOR WITHDRAWAL OF AUTHORITY

In the event that the authority of University to perform any of its duties is withdrawn, reduced, or limited in any way after the Commencement of this Contract and prior to normal completion, University may terminate this Contract under the Termination for Convenience section. No penalty shall accrue to the University for exercising its rights under this section.

This section shall not be construed to permit University to terminate this Contract to acquire similar Services from a third party.

5.21 TERMINATION FOR CONFLICTS OF INTERESTS

University may terminate this Contract by written notice to Contractor if University determines, after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is terminated for conflict of interest, University shall be entitled to pursue the same remedies against Contractor as it could pursue in the event Contractor breaches this Contract.

5.22 WAIVER OF TERMS AND CONDITIONS

Failure to enforce any of the terms or conditions of the Contract signed as a result of this solicitation shall not constitute a waiver of any such terms or conditions.

5.23 WORKER’S COMPENSATION INSURANCE AS REQUIRED BY WASHINGTON STATE AND FEDERAL LAWS The Contractor must hold the University of Washington, its officers, agents, and employees harmless from any liability under the Act.

5.24 OTHER REQUIREMENTS

The above requirements are representative but not exhaustive. The University reserves the right to require additional terms and conditions or modify them as it deems appropriate to fulfill the intent of this solicitation.

Attachment A Certifications and 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 compliance with these requirements are conditions precedent to the award or continuation of the related contract:

I/we declare that all answers and statements made in the proposal are true and correct.

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.

The attached proposal is a firm offer for a period of 180 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 120-day period.

In preparing this proposal, I/we have not been assisted by any current or former employee of the University of Washington or the state of Washington whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than their 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.

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.

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 them prior to opening, directly or indirectly, to any other Proposer, or to any competitor.

I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents. If there are any exceptions to solicitation terms, I/we have described those exceptions in detail on a page attached to this document.

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.

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 RFQQ.

We (select one) are / are not submitting proposed exceptions to the UW General Terms and Conditions. If exceptions are being submitted, I/we have attached them to this form.

I/we hereby certify under penalty of perjury under the laws of the State of Washington that within the three-year period immediately preceding the date of this bid solicitation, bidder has not been determined by a final and binding citation and notice of assessment issued by the 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 chapter 49.46, 49.48, or 49.52

RCW.

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

Title

Date

Attachment B Minority and Women’s Business Enterprise Response Form

• Complete Part 1 if the Contractor is certified by the State of WA Office of Minority and Women’s Business

Enterprises (OMWBE)

• Complete Part 2 if the Contractor is proposing to subcontract or joint venture with State of WA OMWBE certified Minority Business Enterprises (MBE’s) or Women’s Business Enterprises (WBE’s)

• Complete Part 3 if the Contractor proposes NO MWBE participation

• Complete Part 4 if the Contractor qualifies as a Federal Small Business.

• Complete Part 5 if the Contractor is proposing to subcontract or joint venture with a Small Business

• Complete Part 6 if the Supplier proposes NO Small Business participation

1. MWBE Certification:

2. Respondent contractor is certified by the State of Washington OMWBE as: (Check as applicable)

MBE Both Minority and Woman Owned WBE Combination 50% Minority / 50% Woman Owned

3. MWBE Subcontract Participation:

Respondent contractor proposes to include certified MWBE’s in the contract as described below:

Name(s) of Participating MWBE:

Description of Participation: _

Dollar amount of Participation: $ Contract Percentage of Participation: %

4. NO MWBE Participation Proposed:

No certified MWBE participation is proposed.

5. Federal Small Business Certification response

Please check the appropriate box:

Small Business Small Woman Owned

Small Disadvantaged Business Veteran Owned Small Business

Service Disabled Veteran Owned Small Business HUB Zone Small Business

ANC’s & Indian Tribes not certified by SBA ANC’s & Indian Tribes not small business

Include NAICS (North American Industry Classification System) code, if known: # ______

SIGNATURE of Respondent or authorized representative Title Date

6. Small Business Subcontract Participation:

The voluntary goals for Federal Small Business participation in this contract are established in the accompanying solicitation. Supplier proposes to include the contract as described below:

Name(s) of Participating Small Business:

Description of Participation: _

Dollar amount of Participation: $ Contract Percentage of Participation ________%

7. NO Small Business Participation Proposed:

Signed:

Title:

INFORMATION REGARDING STATE AND FEDERAL CERTIFICATIONS

General Statement:

In accordance with the legislative findings and policies set forth in Chapter 39.19 RCW the State of Washington encourages participation in all of its contracts by MWBE firms certified by the Office of Minority and Women’s Business Enterprises http://www.omwbe.wa.gov. Participation may be either on a direct basis in response to this solicitation/invitation or as a subcontractor to a Supplier/Offeror.

However, unless required by federal statutes, regulations, grants, or contract terms referenced in the contract documents, no preference will be included in the evaluation of responses. No minimum level of MWBE participation shall be required as a condition for receiving an award and responses will not be rejected or considered non-responsive on that basis. Any affirmative action requirements set forth in federal regulations or statutes included or referenced in the contract documents will apply.

Record Keeping:

The Contractor shall…