RFQQ 910041 for Event Support _FINAL.docx

REQUEST FOR QUALIFICATIONS AND QUOTE

EVENT PRODUCTION/TECHNICAL PRODUCTION SERVICES:

Ref # 910041

The University of Washington is soliciting qualifications and quotes from potential vendors to provide Event Production and/or Technical Production Services. Vendors interested in providing the required services must submit qualifications and quotes per the requirements detailed in this RFQQ.

This solicitation is open to those vendors that satisfy the minimum qualifications stated herein and that are available for work in Washington State.

Contents of this Solicitation

I. General Instructions

II. Requirements

III. Evaluation and Contract Award

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

E. WIPHE

F. Supplier Code of Conduct

Section I General Instructions

1.1 PURPOSE

This Request for Qualifications and Quote (RFQQ) is issued by the University of Washington to identify vendors to be part of a vendor pool that provides a variety of Event Production and/or Technical Production Services as described in Section 2 of this RFQQ.

1.2 RFQQ COORDINATOR

The RFQQ Coordinator is the sole point of contact in the University for this Procurement. All communication between the Contractor and the University upon release of this RFP shall be with the RFP Coordinator, in writing, as follows:

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

1.3 Definition of Terms

“Supplier”, “Proposer”

“Request for Qualifications and Quote ”

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

Note- - Refer to UW Terms and Conditions Exhibit B for additional definitions

1.4 tIMETABLE -UW reserves the right to adjust the schedule

Contract Start – tentative

RFQQ shall remain Open and ongoing after initial date

1.5 Submission

Vendors can register for the sourcing event by visiting https://university-of-washington.public-portal.us.workdayspend.com/ Search using reference # 910041

· Option 1. Select Bid > Register

· Option 2. Select the title of the sourcing event and select Start Bid > Register Submission For additional guidance https://doc.workday.com/user-guide/en-us/strategic-sourcing/supplier-account-setup/gnj1594911610346.html Vendors shall submit the qualifications and quote in PDF, Word or PowerPoint format, via the University’s Workday Strategic Sourcing website. Qualifications and Quote must be submitted on or before the time specified in 1.4 Timetable. Any proposal received after that date and time may not be considered. All proposals shall remain valid for a minimum of 180 days following the RFP closing date.

All proposals and any accompanying documentation become the property of UW and will not be returned and shall be received on or before the end of the business day July 24, 2025. Any proposals received after the date shown above will not be considered.

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

1.6 INQUIRIES

Depending upon the nature of the inquiry and the response, copies of the question and response may be distributed to all other potential vendors. The closing date for asking of questions is given in Paragraph 1.4. The University may exercise its option not to reply to Vendor inquiries; therefore, Vendors should be prepared to submit Qualifications and Quote based on the information included in the RFQQ. Please cite the section and paragraph number vendors shall submit in Workday Message Center (preferred method) or via email. If emailing, please include in the subject heading Questions to RFQQ # + Company Name. Please do not submit questions as a PDF.

1.7 REVISIONS TO THE RFQQ

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

All RFQQ corrections and amendments will be posted to https://fortress.wa.gov/ga/webs/ and in Workday. It is recommended that vendors register in WEBS.

Vendors are responsible for checking the website for this information.

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

· Must be in writing.

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

· Should clearly articulate the basis for the complaint.

· Should include a proposed remedy.

The 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 on WEBS, https://fortress.wa.gov/ga/webs/ and in Workday. The complaint may not be raised again during the protest period. The complaint process does not include an appeal process.

1.9 Debriefing of Unsuccessful Bidders

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

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

· Critique of the proposal based on the evaluation.

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

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

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

1.10 PROTEST PROCEDURE

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

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

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

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

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

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

· Specific reference to the grounds for the protest

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

1.11 Interpretation of the RFQQ

Should any discrepancies be found in or omissions from the specifications, or doubt as to their meaning, the Contractor shall at once notify the Coordinator, in writing. The Coordinator will send written instructions or addenda as required to all interested parties. All addenda issued shall be incorporated into the contract. The Purchaser shall not be responsible for or bound by oral interpretations. Only questions answered by written addenda are binding. Questions received less than five (5) working days before the proposed due date for submission of qualifications and quote cannot be answered.

1.12 Signature

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

A. Qualifications and quote submitted by a proprietorship must be signed by the Owner.

B. Qualifications and quote submitted by a partnership must be signed with the partnership name by one of the partners, followed by the signature and designation of the partner signing.

C. Qualifications and quote by a corporation must be signed with the legal name of the corporation, followed by the name of an authorized officer.

1.13 Cost of SUBMITTALs

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

1.14 Withdrawal or Modifications of SUBMITTALs

Any Contractor may withdraw their submittal upon written request at any time prior to the scheduled due date for submission of qualifications and quote.

1.15 Public Disclosure

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

The Contractor must clearly specify any specific information that it claims is confidential or proprietary. Marking of the entire Response or entire sections as proprietary will not be honored. The University may not accept Responses where pricing is marked as proprietary.

All Responses received will remain confidential until the Contract, if any, resulting from this RFQQ is signed by the University and the Apparent Successful Contractor; thereafter, the Responses will be deemed public records.

To the extent consistent with RCW 42.56, the University will maintain the confidentiality of all information marked confidential or proprietary. If a request is made to view the Contractor’s information, the University will notify the Contractor of the request and the date that such records will be released unless the Contractor obtains a court order enjoining that disclosure. The Contractor will have five (5) business days from receipt of notice to obtain the court order. If the Contractor fails to obtain the court order enjoining disclosure, the University will release the requested information on the date specified.

1.16 ACCEPTANCE PERIOD

Contractor’s submittal must provide 60 business days for acceptance by University from the due date for receipt of Qualifications and Quote.

1.17 RESPONSIVENESS

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

1.18 No Obligation to Contract

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

1.19 Contract in Best Interest

The University reserves the right to accept or reject submittals on each item separately or as a whole, to reject any or all submittals without penalty, to waive informalities or irregularities, and to contract in the best interests of the University.

1.20 PUBLICITY

Advertising, including use of the University marks and logos, press releases, or any other general public announcement by a Contractor, stating the availability of its products or services to University employees is strictly prohibited unless the Contractor has obtained prior written authorization from the UW Procurement Services Department.

1.21 NON-ENDORSEMENT

The successful Contractor agrees to make no reference to the University in any literature, promotional material, brochures, sales presentation or the like without express written consent of the University.

1.22 FUNDING

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

1.23 Certification and Assurances

The Apparent Successful Contractors will be expected to enter into a contract. In no event is a Contractor to submit its own standard contract terms and conditions in response to this solicitation. The Contractor may submit exceptions as allowed in the Certifications and Assurances form, Exhibit A to this solicitation. All exceptions to the contract terms and conditions must be submitted as an attachment to Exhibit A, Certifications and Assurances form. The Agency will review requested exceptions and accept or reject the same at its sole discretion.

1.24 University General Terms and Conditions

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

1.25 RIDERS TO UW GENERAL TERMS AND CONDITIONS

UW reserves the right to supplement these General Terms and Conditions with additional Rider(s) that addresses certain risk area(s) or additional conditions associated with of the Work to be performed by the Contractor. A rider may be required during Contract negotiation and formation, or, during the term of the Contract as an amendment. Based upon the type, nature, and purpose of the Work and this Contract, the Rider may address areas such as: civil rights, educational mission specific requirements, health-care specific, requirements, payment processing, privacy, special technical requirements, special insurance coverages, specific compliance requirements, etc.

1.26 Supplier Code of Conduct

Compliance with University’s Supplier Code of Conduct, https://finance.uw.edu/fm/ps/sites/default/files/Code%20of%20Conduct%207-29-16.pdf, as a condition of doing business with the University, Contractor agrees to self-monitor their compliance with this Code of Conduct. Failure to comply with these policies may cause the University to exercise its right to terminate its business relationship with contractor. The University may require noncompliant Contractor to implement a corrective action plan. Contractors and Suppliers are responsible for ensuring that their employees and representatives understand and comply with this Code of Conduct. It is the Contractor's duty under this Code of Conduct to inform University Purchasing management of any violations of these requirements.

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

1.28 GRATUITIES

In accordance with RCW 42-52-150 and 160, Ethics in Public Service, no gifts, gratuities or any item of economic value may be accepted by University Employees. Contractors agree to offer no such items to any University employee

1.29 IN-STATE PREFERENCE/RECIPROCITY

Pursuant to RWC 39.26.371 and WAC 200-300-075, the State of Washington Department of Enterprise Services has established a schedule of percentage increases to be added to bids from bidders in states that grant a preference to contractors located in their state, or for goods manufactured in their state. The percentages related to each respective state are provided in the Naspo’s state preference repository and apply only to bids received from bidders in those states listed.

The appropriate percentage will be added to each bid bearing the address from a state with in-state preferences rather than subtracting a like amount from Washington state bidders.

This action will be used only for analysis and award purposes. In no instance shall the increase be paid to a bidder whose bid is accepted and awarded a contract.

1.30 Washington Institutions of Public Higher Education (WIPHE) OPTIONal In addition to the University, any contract awarded as a result of this solicitation may be available to members of the Washington Institutions of Public Higher Education (WIPHE), or other public agencies, if all parties agree detailed in Attachment F.

1.31 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.om5wbe.wa.gov.

1.32 U.S. Small Business Participation

Participation in contracts for goods and services is encouraged by firms which qualify under definitions by the U.S. Small Business Administration as small business (SB), or small disadvantaged business (SDB), or small women owned business (WOB).

The percentage listed below is voluntary. No preference will be included in the evaluation of bids/proposals. Participation in University contracts may be either direct as the Contractor in response to this solicitation, or as a subcontractor to a Contractor.

Voluntary U.S. Small Business goals for this solicitation are 15% SB/SDB/WOB

SECTION II

REQUIREMENTS

2.1 BACKGROUND

The University of Washington embraces an integrated Advancement model that unites frontline fundraising, constituency relations and marketing and communications efforts to support the UW’s philanthropic endeavors and key priorities. The University of Washington Marketing & Communications (UMAC) team builds awareness, increases support and collaborates across the entire enterprise (all three campuses – Seattle, Bothell and Tacoma as well as UW Medicine, Athletics and the many schools, colleges, centers and institutes) to connect the UW with the public. The UMAC team is creating a pool of qualified vendors to support the entire enterprise with event production services and/or technical production services. It is the University’s intent to maintain an open pool of qualified entities including full-service event and technical production services, as well as firms that specialize in certain areas of event production and technical services as described below. Due to the wide range and variety of needs that our numerous units require, we encourage individuals, small shops and full-service event and technical production houses alike to respond to this RFQQ . Vendors may respond to 2.2.1 Event Production and/or 2.2.2 Technical Production Services.

THERE IS NO GUARANTEE OF A SPECIFIC LEVEL OF WORK.

Bidders interested in providing these services must submit a qualifications statement and quote for this work that demonstrates their ability to meet the requirements of this solicitation.

2.2 SCOPE OF WORK

The vendor shall provide their own equipment and workplace necessary to perform services requested by the University. Units across the UW will be able to work with the vendors who are selected as part of the Event Production and Technical Services vendor pool. Each UW unit will negotiate specific assignments/scope of work and costs with their vendor of choice. Work may include support in the following areas of event production and/or technical production services:

2.2.1 Event Production Services – Includes but is not limited to activities such as:

· Creative Development: Conceptualize, design and execute the artistic elements of events, including, but not limited to visual, thematic, experiential aesthetic and branded pieces of an event.

· Project and Event Management: Obtain permits and approvals, oversee scheduling and logistics, budgeting and cost estimation, coordination with project team of designers, writers, web developers, email marketing, UW leadership, etc. and oversee risk management and contingency planning, especially for outdoor or high-profile events.

· Program Development and Script Writing: Provide oversight of event structure and flow, thematic program development, run-of-show development, speaker and presenter coordination and communication, presentation coaching and/or speaker preparation and script writing.

· Registration and Guest Services Support: Provide guidance and expertise in all guest services aspects such as tool selection, site build, registration launch, guest communications, onsite registration, event cose and post-event metrics.

· On-Site Event Management: Provide dedicated onsite leadership to oversee operations, address challenges and ensure smooth event execution.

· Staff Coordination and Management: Recruit, train and manage event staff, including but not limited to guest services personnel, security staff, production assistants and set-up/tear-down crews.

· Support Staff: Assist with various operational, logistical and customer service tasks to ensure the smooth execution of an event.

· Vendor Management: Oversee and coordinate external suppliers and service providers to ensure the smooth execution of an event, including identifying the right vendors to managing their performance during the event, ensuring timely delivery and maintaining positive relationships.

· Post-Event Reporting: Submit detailed reports summarizing outcomes and key performance indicators.

2.2.2 Technical Production Services – Includes but is not limited to activities such as:

· Audio/Visual Event Services: Provide audio/visual event services, including sound amplification for speakers, videos, etc., visual displays and multimedia coordination and display unique to each event.

· Lighting Design and Engineering: Oversee strategic planning, design and use of lighting elements to create the desired atmosphere, highlight key programmatic moments and enhance the overall experience for attendees.

· Event Video Production, Livestream Production or Video Recording: Provide all video services desired for events, including production of videos to include in the event program, livestreaming/broadcasting the program for online guests and recording the event for distribution after the event.

· Technical Direction: Provide leadership on all technical aspects of an event, including managing the entire vendor team to ensure all pieces work together, calling the show, coordinating between vendors, speakers and event leads and conducting rehearsals.

2.3 PERIOD OF SERVICE

Contract(s) awarded as a result of this RFQQ shall have an initial term commencing on date of formal award through June 30, 2027, Thereafter, the contract period will commence July 1 to June 30 annually. The University reserves the right to extend, upon mutual agreement, for additional one (1) year terms. The contract may be amended at time of extension to include rate changes mutually acceptable to both parties.

2.4 QUALIFICATIONS

Vendors shall have a minimum of five (5) years’ experience in providing event production and/or technical production services as outlined in Sections 2.2.1 and/or 2.2.2. with an emphasis on supporting an institution’s work/impact.

Vendors shall have relevant experience with higher education and non-profit sectors.

Vendors shall demonstrate their ability to enhance the overall event experience for a variety of event styles (e.g., lectures, galas, outdoor events, festivals, intimate receptions, virtual events, etc.).

Vendors shall demonstrate their ability to inspire and work with diverse audiences that include different ages, cultural backgrounds, abilities and experiences.

Vendors shall submit a proposal that fulfills the content requirements outlined in Section 2.5, Content of Proposal.

2.5 CONTENT OF PROPOSAL

Vendors should provide at a minimum, 3 project case studies completed within the past 24 months that demonstrate vendor’s qualifications outlined in Section 2.4 and depth of experience with the scope of work outlined in Section 2.2. Case studies presented should include the following:

1. Client name and client contact reference for each case study

1. Date project started and final completion date

1. Description of the project

1. Scope of work performed as it relates to Section 2.2 (include your entity’s specific role)

1. Costs/Fees

1. Relevant photographs, videos, or links to digital content that showcase the quality and impact of vendor’s product.

1. Samples of relevant materials, support documents, reports or outcome data that represent the vendor’s quality of event production.

· References

1. Minimum of three references where similar services have been provided within the past five years.

Quote The quote is a presentation of the details of typical pricing for services identified in 2.2.1 and/or 2.2.2.

The quote must contain the hourly rates for the various roles required to support the services identified in 2.2.1 and/or 2.2.2.

State any expectation of any travel expense reimbursement. When circumstances dictate unusual travel requirements (outside of the Seattle-Bothell-Tacoma area), additional travel reimbursement must be approved in advance by the University as part of the contracting process and may be subject to current State of Washington travel rates found http://f2.washington.edu/fm/travel/policies

Identify and describe any other proposed fees.

· Personnel Provide resumes of project leader and other staff, if applicable, assigned to the project, including hourly rates.

Provide an organizational chart (individuals and functional positions) for the firm including professional and support staff.

Outside Services Provide a list of other specialized services outside of the Scope of Work that may be of interest to the University.

1. Conflict of Interest

a. Provide a list of UW departments, if any, that your firm has provided services to in the past 2 years.

Complete and return all attachments that require a signature

SECTION III

EVALUATION AND CONTRACT AWARD

3.1 EVALUATION PROCEDURE AND ORAL INTERVIEW / PRESENTATION

A. Evaluation Procedure Responsive submittals will be evaluated strictly in accordance with the requirements stated in this solicitation and any addenda issued. The evaluation of submittals shall be accomplished by an evaluation team, to be designated by the UW, which will determine the ranking of the submittals. The RFQQ Coordinator may contact the Contractor for clarification of any portion of the Contractor submittal.

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

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

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

3.2 EVALUATION CRITERIA & SCORING

The following weighting and points will be assigned to the proposal for evaluation purposes:

VENDOR EXPERIENCE

VENDOR TEAM - Qualifications/Experience in the areas noted above

Quote/Hourly Rates

3.3 NOTIFICATION TO PROPOSERS

The RFQQ Coordinator will notify all Vendors who supplied qualifications and quotes, of UW’s choice of the apparent successful Vendors.

Exhibit A

CERTIFICATIONS & ASSURANCES

I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract:

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

2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal.

3. The attached proposal is a firm offer for a period of 90 days following receipt, and it may be accepted by the University of Washington without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 90-day period.

4. In preparing this proposal, I/we have not been assisted by any current or former employee of the State of Washington whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. If there are exceptions to these assurances, I/we have described them in full detail on a separate page attached to this document.

5. I/we understand that the University of Washington will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the University of Washington, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal.

6. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or indirectly, to any other Proposer or to any competitor.

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

8. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

9. I/we grant the University of Washington the right to contact references and other parties, who may have pertinent information regarding the ability of the Respondent and the lead staff person to perform the services contemplated by this RFP.

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

On behalf of the Respondent submitting this proposal, my name below attests to the accuracy of the above statement. We are submitting a scanned signature of this form with our proposal.

Signature of Proposer

UNIVERSITY OF WASHINGTON GENERAL TERMS AND CONDITIONS

1. DEFINITIONS – As used throughout this Contract, the following terms shall have the meaning set forth below:

a. “Contract” means purchase order and/or the entire written agreement between the UW and the Contractor, including any exhibits, Riders, and other materials incorporated by reference.

b. "The Contractor" means that firm, provider, organization, individual or other entity providing goods and/or performing service(s) under this Contract.

c. “Contractor Group” means, collectively, the Contractor and all Subcontractors.

d. “Debarment” means an action taken by a federal official to exclude a person or business entity from participating in transaction involving certain federal funds.

e. “Improper Influence” means any influence that induces or intends to induce a UW employee or officer to give special consideration or award a Contract on any basis other than the merits of the matter.

f. “Materials” means all information in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and sound reproductions.

g. “Ownership” includes the right to copyright, patent, and register, and the ability to transfer, these rights.

h. “RCW” means the Revised Code of Washington. All reference in this Contract to RCW chapters or sections shall include any successor, or replacement statute.

i. “Regulation” means any federal, state, local, or UW regulation, law, rule, or ordinance.

j. “Rider” means additional terms and conditions, other than General Terms and Conditions that address a specific UW requirement based on the scope and nature of Work.

k. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

l. "Subcontractor" means one not in the employment of the Contractor, and/or entity that owns or controls, is owned or controlled by, or is under common ownership or control of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor, and/or any person or entity appointed by or on behalf of the Contractor to carry out any portion of the Work. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. Control for the context of this paragraph, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting security, by contract, or otherwise.

m. "UW" means the University of Washington, any division, section, office, unit, or other entity of the University of Washington, or any of the officers or other officials lawfully representing the University of Washington.

n. “Work” refers to all services, work, and activities involved in providing the materials, work product deliverables, or other obligations that are the subject of the Contract.

2. ADVANCE PAYMENTS PROHIBITED – No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by the UW except as authorized by law.

3. AMENDMENTS –

a. This Contract may be amended by mutual agreement of the parties. No material alterations in any of the terms, conditions, delivery, price, quality, quantity, or specifications shall be effective unless the alteration is expressly acknowledged and accepted in writing by the UW.

b. Automatic extensions and renewals are not authorized unless stated in writing and included in Contract issued by the UW.

4. ANTITRUST ASSIGNMENTS – The Contractor hereby assigns to the UW any and all claims for price fixing or overcharges relating to goods, products, services and/or materials purchased under this Contract, except as to overcharges that result from antitrust violations commencing after the price is established under this Contract and that are not passed on to the UW under an escalation clause.

5. ASSIGNMENT – The work to be provided under this Contract, and any claim arising thereunder, is not assignable or delegable by the Contractor without prior written consent by the UW. Provision of monies due under this Contract shall only be assignable with prior written permission of the UW.

6. ATTORNEYS’ FEES – In the event of litigation or other action brought to enforce contract terms, each party shall bear its own attorney’s fees and costs.

7. BREACH, DEFAULT, TERMINATION

a. Breach: A breach of a term or condition of this Contract shall mean any one or more of the following events:

i. The Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to this Contract signed by the UW;

ii. The Contractor breaches any warranty or fails to perform or comply with any term or agreement in this Contract;

iii. The Contractor makes any general assignment for the benefit of creditors;

iv. In the UW ’s sole opinion, the Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

v. The Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors;

vi. Any receiver, trustee, or similar official is appointed for the Contractor or any of the Contractor’s property;

vii. The Contractor is determined to be in violation of any regulations and that such determination, in the UW’s sole opinion, renders the Contractor unable to perform any aspect of this Contract.

b. Default: The Contractor may be declared in default for a material breach of any term or condition.

c. Termination for Convenience: The UW may terminate this Contract, in whole or in part, at any time and for any reason by giving thirty (30) calendar days written notice to the Contractor. Termination charges shall not apply unless they are mutually agreed by both parties. Where termination charges are applicable, both parties agree to negotiate in good faith and to limit the extent of negotiations to valid documented expenses incurred by the Contractor prior to date of termination. Should the parties not agree to a satisfactory settlement, the matter shall be handled in accordance with Section 16 (“Dispute Resolution”).

d. Termination for Breach and/or Default: Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Contractor or the Contractor’s suppliers or subcontractors, the UW shall be entitled, by written or oral notice, to cancel and/or terminate this Contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all other rights against the Contractor by reason of the Contractor’s breach as provided by law.

e. Termination Due to Change in Funding: If the funds the UW relied upon to establish this Contract are withdrawn, reduced or limited, or if additional or modified conditions are placed on funding by the entity funding the UW, the UW may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice.

f. Termination by Mutual Agreement: The UW or the Contractor may terminate this Contract in whole or in part, at any time, by mutual agreement.

8. COMPLIANCE WITH APPLICABLE LAW – At all times during the term of this Contract, the Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to, nondiscrimination laws and regulations. To the extent that Contractor will provide performance to any UW Medicine entity, Contractor agrees to comply with all UW Medicine Compliance policies and the UW Medical Center Corporate Compliance Plan. Any violation of this section shall be considered a material breach of this Contract. Contractor agrees to indemnify and hold the UW harmless from any and all damages or claims caused by Contractor’s failure to comply with law.

9. COMPLIANCE WITH FEDERAL CIVIL RIGHTS LAW—The Contractor and Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identify, national origin, protected veteran status or disability.

10. COMPLIANCE WITH NONDISCRIMINATION REQUIREMENT – During the term of this Contract, Contractor shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor shall give written notice of this nondiscrimination requirement to any labor organization with which Contractor has a collective bargaining or other agreement. In the event Contactor enters into any subcontract, Contractor shall include this clause therein.

11. CONFIDENTIALITY – The Contractor may use information gained by reason of this Contract only for the purpose of this Contract. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law. The Contractor shall maintain the confidentiality of all confidential information gained by reason of this Contract and shall return or certify the destruction of such information if requested in writing by the UW.

12. CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics Board or other tribunal, the UW may, in its sole discretion, by written notice to the Contractor terminate this Contract if it is found after due notice and examination by the UW that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute involving the Contractor in the procurement of this Contract, or the provision of goods or services under this Contract. If this Contract is terminated as provided herein, the UW shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Contract by the Contractor. The rights and remedies of the UW provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

13. COPYRIGHT AND INTELLECTUAL PROPERTY PROVISIONS – Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the UW. The UW shall be considered the author of such Materials. If the Materials are not considered “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the UW effective from the moment of creation of such Materials. For Materials that are delivered under this Contract, but that incorporate pre-existing materials not produced under this Contract, the Contractor grants to the UW a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to the UW. The UW shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any Materials delivered under this Contract. The UW shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor.

14. COVENANT AGAINST CONTINGENT FEES – The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents, as defined in the FAR Subpart 3.4, maintained by the Contractor for the purpose of securing business. The UW shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage, or contingent fee.

15. DIGITAL ACCESSIBILITY – UW is a public entity, and in accordance with, inter alia, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990 (“ADA”), the Amendments Act of 2008, and amendments and updates thereto, is obligated to make its services, programs, and activities accessible to individuals with disabilities.

To the extent the goods and services provided by Contractor include or incorporate digital products or services, including web content, web applications, software systems, cloud services, mobile apps, digital documents, audio/video content, and other works that include a digital user interface and are intended for use by students, employees, patients, and visitors of the University of Washington, Contractor represents (1) that it is committed to promoting and improving accessibility of all its products as specified in Web Content Accessibility Guidelines (WCAG) 2.1 Level AA as the Minimum Digital Accessibility Standard as defined in the University of Washington Digital Accessibility Rider (Rev. 3/31/25) (“Rider”) that contractors are expected to meet, and (2) Contractor’s Works shall provide substantially similar functionality, experience, ease of use, and information access to individuals with disabilities as it provides to individuals without disabilities, as defined in the Rider, incorporated by reference or attached to a University purchase order or contract.

16. DELIVERY– Delivery shall be accomplished by the date and time in the applicable purchase order or contract document. Noncompliance may be construed as grounds for termination for cause for failure to deliver on time.

17. DISPUTE RESOLUTION – If a dispute arises out of or relates to this Contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolutions procedure.

18. FEDERAL EXCLUSION AND DEBARMENT – The Contractor, by accepting the terms of this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. The Contractor shall include the above-mentioned requirement in any and all Subcontracts into which it enters. In the event that the Contractor becomes debarred, suspended or ineligible from participating in transactions, the Contractor shall notify the UW in writing within three (3) working days of an event. To the extent that the Contractor will provide performance to any UW Medicine entity, Contractor hereby represents and warrants that Contractor is not currently, and at no time has been sanctioned, debarred, suspended, or excluded by any federally funded healthcare program, including without limitation, Medicare and Medicaid. Contractor hereby agrees to immediately notify UW of any threatened, proposed, or actual sanctions, debarment action, suspension, or exclusion by or from any federally funded health care program during the term of this Contract.

19. FORCE MAJEURE – Neither the Contractor nor the UW shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the Contractor or the UW. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of a governmental body other than the UW acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of the Contractor, the UW, or their respective Subcontractors.

20. GOVERNING LAW – This Contract shall be interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for King County.

21. INDEMNIFICATION – The Contractor shall indemnify, defend, and hold the UW, the Board of Regents of the UW, and their officers, employees, students, and…