RFQQ Consulting Alliance 2024.docx

REQUEST FOR QUOTES AND QUALIFICATION PROJECT TITLE:

Organizational Development Consultants: University Consulting Alliance Pool, UW Professional & Organizational Development (POD)

RE: 710627

The University of Washington is soliciting proposals from potential vendors to provide services consistent with the above-referenced project. Vendors interested in providing the required services must submit proposals per the requirements detailed in this RFQQ.

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

Contents of this Solicitation:

I. General Instructions

II. Contract Terms and Conditions

III. Requirements

IV. Evaluation and Contract Award

V. Attachments A. UW Terms and Conditions B. Certification and Assurances C. Confidentiality Statement D. University Consulting Alliance Application E. WHIPE Response

SECTION I

GENERAL INSTRUCTIONS

1.1 INTENT

This Request for Quotes & Qualifications (RFQQ) is hereby issued by the University of Washington to establish a pool of qualified Vendors to provide “as needed” organizational consulting services for the University of Washington Professional & Organizational Development (POD) Office. It is our intent to reopen the pool periodically as needed. Being part of the pool is not a guarantee of work.

1.2 RFQQ COORDINATOR

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

Dawn Lake, Senior Contracts Manager Procurement Services dawnlake@uw.edu (primary contact)

Silvia Andersen, Contracts Manager Procurement Services silvif@uw.edu (secondary contact)

Any other communication will be considered unofficial and non-binding on the University. Contractors are to rely on written statements issued by the RFQQ Coordinator. Communication directed to parties other than the RFQQ Coordinator may result in disqualification of the Contractor.

1.3 DEFINITION OF TERMS

Services

“Supplier”, “Proposer”

and consultants are invited to submit proposals which outline their solution to the need, their qualifications and experience to provide the services, and their costs or fees.

1.4 TIMETABLE

1.5 WORKDAY

Vendors can register for the sourcing event by visiting https://university-of-washington.public-portal.us.workdayspend.com/ Search using reference 710627 Option 1. Select Bid > Register

Option 2. Select the title of the sourcing event and select Start Bid > Register

1.6 SUBMISSION

Vendors shall submit a proposal in PDF or Word format, via the University’s Workday Strategic Sourcing website. Proposals 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 the UW and will not be returned and shall be received on or before 5pm PST November 5th. 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

1.7 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 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 a proposal based on the information included in the RFP. Citing the particular RFP 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 RFP # + Company Name.

1.8 REVISIONS TO THE RFP

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

All RFP corrections and amendments will be posted to https://fortress.wa.gov/ga/webs/ and Workday Message Center

1.9 INTERPRETATION OF THE RFQQ

Should any discrepancies or omissions be found in the specifications, or doubt arise 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 proposals cannot be answered.

1.10 COMPAINTS

A. Contractors may submit a complaint to the RFP 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 proposal 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 RFP 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 Message Center. The complaint may not be raised again during the protest period. The complaint process does not include an appeal process.

1.11 PROTEST PROCEDURE

Any vendor who has submitted a response to this RFP 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 RFP 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 RFP 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 RFP

· 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.

1.12 DEBRIEFING IF 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 RFP 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 proposer’s evaluation outcome in comparison with other bidder evaluation outcomes without identifying the other firms.

· Comparisons between proposals 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.

1.13 SIGNATURE

Each proposal 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. Proposals submitted by a proprietorship must be signed by the Owner.

B. Proposals 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. Proposals by a corporation must be signed with the legal name of the corporation, followed by the name of an authorized officer.

1.14 COST OF PROPOSALS

Costs incurred in preparing and presenting the proposals 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.

1.15 WITHDRAWAL OF OR MODIFICATIONS TO PROPOSALS

Any Contractor may withdraw a proposal upon written request at any time prior to the scheduled due date for submission of proposals.

1.16 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 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.

1.17 ACCEPTANCE PERIOD

Contractor’s proposal must provide 120 business days for acceptance by University from the due date for receipt of Proposals.

1.18 RESPONSIVENESS

All Proposals 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 proposal as non-responsive.

1.19 SELECTION OF PROPOSALS

In determining the apparent successful Contractor, in addition to cost, the Contractor’s compliance with the requirements of this solicitation, and the items listed below, shall be given consideration.

A. The ability, capacity, and skills of the Contractor to perform the contract or provide the service required.

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

C. The quality of performance of previous contracts or service.

D. The previous and existing compliance by the Contractor with the laws relating to contract and services.

E. Such other information as may be secured and having a bearing on the decision to award the contract.

1.20 NO OBLIGATION TO CONTRACT

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

1.21 CONTRACT IN BEST INTEREST

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

1.22 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.

1.23 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.

1.24 FUNDING

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

1.25 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.

1.26 CERTIFICATION AND ASSURANCES

The Apparent Successful Vendor 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.

1.27 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.

1.28 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 , 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.

1.29 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.

1.30 VISITNG CAMPUS

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

1.31 IN-STATE PRFERENCE/RECIPROCITY

Pursuant to RCW39.26.371 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 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.

1.32 WASHINGTON INSTITUTIONS OF PUBLIC HIGHER EDUCATION (WIPHE) OPTIONAL

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

1.33 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.

1.34 US 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, Professional & Organizational Development (POD) Office is seeking to maintain a pool of qualified organizational development consultants. As the central service provider, POD receives requests from UW clients seeking assistance with organizational development activities. While the majority of this work is addressed and resolved by employees, history has demonstrated that certain situations benefit from an outside Vendor when no other UW resources are available. In person or virtual depending on needs of requesting department

2.2 SCOPE OF WORK

Expected Categories of Organizational Development Consulting Categories of organizational development include:

· Change management coaching/facilitation

· Conflict resolution/mediation

· Customized training

· Diversity consultation/training topics may include:

· Anti-racism

· Anti-sexism

· Gender identities and sexual orientation education

· Cultural sensitivity training

· Restorative justice

· The multigenerational workplace

· Employee development

· Keynote speaking/presentation

· Leadership coaching

· Meeting/retreat planning/facilitation

· Organizational review/restructuring

2.3 PROJECT DELIVERABLES

If selected to be a member of the University Consulting Alliance pool, Vendor will be expected to:

A. Contract for all University of Washington engagements through POD. Vendor will be expected to refer any non-POD campus inquiries to POD B. Communicate in a timely manner with the POD Consultation Services Coordinator(s) regarding the Vendor’s availability, status of UW engagements and other relevant information.

2.4 MINIMUM QUALIFICATIONS

Consultant(s) to be licensed to do business in the State of Washington;

Have at least five (5) years of successful experience providing organizational consulting services to clients: especially clients in higher education including faculty, staff, and senior leadership. Public sector client references will be considered if no higher education client references are an option.

Minimum of three (3) references for whom the Vendor has provided successful similar services within the past five years.

2.5 COST

Submit the following information:

A. State the hourly rate required to perform the proposed work.

B. State expectations with regard to reimbursement for travel-related expenses (when circumstances dictate unusual travel requirements outside of the Seattle-Bothell-Tacoma area) C. State any other charges to be billed in association with the services described herein. ( materials)

2.6 PROPOSAL FORMAT

See Section 5 for requirements for Attachments A, B, and C.

See Attachment D for format requirements for Attachment D

2.7 ASSIGNMENT OF WORK

Acceptance in the University Consulting Alliance Vendor pool is not a guarantee of work. The purpose of this Request for Quotes & Qualifications (RFQQ) is to identify qualified individuals or firms to provide cost-effective organizational development services on an as-needed basis. Since it is unlikely that any one firm or individual would be qualified and available to quickly respond to every unique request for assistance, it is our intent to create a “pool” of qualified consultants (Vendors).

2.8 PERFORMANCE PERIOD

The pool that is created as a result of this solicitation shall remain open and ongoing for a period not to exceed six (6) years. It is the intent of the UW to enter into 2-year contract term. New vendors added to the pool during the current 2-year contract period will be on the current contract schedule.

Length of Term

Original

6/30/2026

A. Within the six (6) year contract period, there will be renewal requirements every two (2) years. The renewal will be a request for confirmation of this contract and an opportunity to propose new hourly rates.

B. These two (2) year renewal requirements also allow POD the right to remove Vendors from the pool based on lack of work. If a Vendor has not fulfilled a project agreement through POD for a period of two (2) years or more, POD reserves the right to remove the Vendor from the pool. Submittal of a new RFQQ response from Vendor will be accepted after a two (2) year period.

2.9 PERFORMANCE EVALUATION

Vendor performance will be reviewed by the University monthly. The University reserves the right to remove Vendors from the pool based on the evaluation criteria that indicates that the Vendor’s performance record is less than satisfactory and/or not meeting the expectations set forth in Section 3.3 Project Deliverables. Proposals of rate change may be made at the time of renewal only. Any change in rates will be subject to mutual agreement by the Contractor and the University. If such mutual agreement is not reached, POD reserves the right to remove the Contractor from the pool.

In addition to rates, Professional & Organizational Development will evaluate consultant performance based on:

· Client evaluation of performance

· Level of cooperation and communication with POD staff

· Adherence to POD practices and procedures Meeting the expectations set forth in Section 2.3 Project Deliverables.

SECTION III

EVALUATION AND CONTRACT AWARD

3.1 EVALUATION OF PROPOSALS

The University reserves the right to make Contractor selections based solely on the proposal submitted. Responsive proposals will be evaluated in strict accordance with the requirements stated in this solicitation and any addenda issued. The evaluation of proposals shall be accomplished by an evaluation team to be designated by the UW, which will determine the ranking of the proposals. The RFQQ Coordinator may contact the Contractor for clarification of any portion of a Contractor’s proposal.

3.2 INTERVIEW AND/OR PRESENTATION

At its sole discretion, the University may require Contractors to participate in an interview or provide a presentation to the evaluation committee. If so, the score from the interview and/or the presentation may be combined with the score of the proposal to identify the apparent successful Contractor(s). The University will contact the Contractor directly to schedule the interview/presentation.

3.3 EVALUATION CRITERIA & SCORING

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

3.4 NOTIFICATION TO PROPOSERS

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

SECTION V

ATTACHMENTS

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RFQQ Attachment A.docx

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

b. Exhibits, documents, and materials incorporated by reference.

c. "The Contractor" means that firm, provider, organization, individual or other entity providing goods and/or performing service(s) under this Contract, and shall include all employees of the Contractor.

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 tends to induce a UW employee or officer to give consideration or to act regarding a Government 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. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.

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

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

k. “Special Terms and Conditions” means terms and conditions other than General Terms and Conditions.

l. “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.

m. "Subcontractor" means one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier.

n. "The 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.

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 – 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.

a. 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 termination notice to the Contractor. Termination charges shall not apply unless they are subsequently agreed upon by both parties. W here 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 may be subjected to mediation and/or legal proceedings.

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 of 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 W ITH 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 University of Washington harmless from any and all damages or claims caused by Contractor’s failure to comply with law.

9. COMPLIANCE WITH FEDERAL CIVIL RIGHTS LAW—This 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 identity, national origin, protected veteran status or disability.

10. CONFIDENTIALITY – The Contractor may use Personal Information and any other 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 or, in the case of Personal Information, without the prior written consent of the person to whom the Personal Information pertains. 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.

11. 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.

12. 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.

13. 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.

14. DATA SECURITY AND PRIVACY 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 “University Data” or “Confidential Data” as those terms are defined in the UW Data Security and Privacy Agreement[footnoteRef:1], incorporated herein, then the UW and Contractor agree that all of the terms and conditions of the UW’s Data Security and Privacy Agreement shall apply. More information on the DSPA can be found at: [1: Available at: https://ciso.uw.edu/site/files/dspa.pdf] https://ciso.uw.edu/resources/risk-mgmt/external-data-sharing/

15. 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 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 Agreement.

16. DELIVERY– Delivery shall be accomplished by the date and time in the order, noncompliance may be construed as grounds for termination for cause for failure to deliver on time

17. 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 of 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.

18. 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.

19. INDEMNIFICATION – The Contractor shall indemnify, defend, and hold the UW , the Board of Regents of the University of Washington, and their officers, employees, students and agents, harmless from and against all claims for damages, costs (including attorney’s fees), or liability, relating to the death or injury to any persons or the damage of any property resulting from or arising out of the acts or omissions of the Contractor or its employees, agents, or subcontractors in connection with this Contract.

The Contractor expressly agrees to indemnify, defend, and hold harmless the UW for any claim arising out of or incident to the Contractor’s or any subcontractor’s performance or failure to perform this Contract. The Contractor shall be required to indemnify, defend and hold harmless the UW only to the extent claim is caused in whole or in part by negligent acts or omissions of the Contractor.

The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify the UW, the Board of Regents of the University of Washington, and their officers, employees, students and agents as provided herein.

20. INDEPENDENT CONTRACTOR – The parties intend that an independent contractor relationship is created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the UW. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the UW or of the State of Washington by reason hereof, or act as attorney in fact, nor will the Contractor make any claim of right, privilege or benefit that would accrue to such employee. Conduct and control of the work will be solely with the Contractor.

21. INFRINGEMENTS – The Contractor agrees to defend, indemnify and hold harmless the UW against all claims for patent, copyright, or franchising infringements arising from the purchase, installation, or use of material ordered on this Contract, and to assume all expense and damage arising from such claims.

22. INSPECTION – In addition to any rights of access or inspection that may be included in the Special Terms and Conditions, the Contractor shall provide reasonable access to the Contractor’s place of business, the Contractor records, and client records, to the UW and to any authorized agent of the state of Washington or the federal government in order to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable regulations, and these Contract terms during the term of this Contract, and for a period of one (1) year after completion of the contract. If any litigation, claim or audit is started before the expiration of the one (1) year period, the records shall be retained until all litigation, claims, and/or audit findings involving the records have been resolved.

23. INSURANCE—If the Contractor’s performance of this Contract will involve work falling into any of the categories enumerated within this section, Contractor shall maintain, during the performance of this contract, all relevant types of insurance in amounts equal to or exceeding those listed below.

Upon request, Contractor shall, prior to the commencement of work under this Contract, provide the University of Washington Procurement Services Department, at 4300 Roosevelt Way NE, Seattle, WA 98105-4718, with a certificate of insurance evidencing proof of insurance coverage, and shall name the Board of Regents of the University of Washington as an additional insured. All insurance policies shall contain an appropriate severability of interests clause.

UW reserves the right to require additional types of insurance, and/or higher insurance limits, as circumstances require. Contractor shall provide appropriate proof of insurance under this section upon request, regardless of type or amount.

Contractor shall maintain insurance of at least the following types and amounts:

a. Commercial General Liability Insurance.

For services contracts in which Contractor will perform a significant portion of the work under this contract on the UW Campus, within UW facilities, in contact with UW employees or students, or upon request, Contractor shall maintain Commercial General Liability Insurance, and provide proof of such upon request, in the following amounts:

i. $1,000,000 per occurrence

ii. $2,000,000 aggregate

iii. $100,000 fire legal liability

b. Automobile Liability Insurance.

For Contracts including services delivered pursuant to this contract involving the use of vehicles, either owned, unowned or hired by the Contractor, contractor shall maintain Automobile Liability Insurance, and provide proof of such, in the following amount:

i. $1,000,000 per occurrence, and owned, unowned and hired vehicles shall be covered;

ii. Contractor may provide Combined Single Limit for bodily injury and property damage.

c. Professional Liability/Errors and Omissions Insurance.

i. For services delivered pursuant to this Contract, either directly or indirectly that involve or require professional services, skill, and/or judgment, or upon request, Contractor shall maintain Professional Liability/Errors and Omissions Insurance, and provide proof of such upon request, in the following amounts:

1. $2,000,000 per occurrence

2. $3,000,000 aggregate

ii. For Contracts under this subsection, the provision of Professional Liability/Errors and Omissions Insurance shall replace the Contractor’s obligation to maintain and provide proof of Commercial General Liability Insurance

d. Foreign Liability Insurance

i. For services provided under this contract which will be performed outside of the United States, or upon request, Contractor shall maintain the following types and levels of insurance, and provide proof of such upon request:

1. International Commercial General Liability coverage with a limit of at least $5,000,000 per occurrence, including products/completed operations coverage;

2. International voluntary workers’ compensation coverage per statutory requirements;

3. International automobile liability insurance with limits of at least $1,000,000 per occurrence;

CONTRACTOR shall submit to UW within 15 days of the contract effective date, a certificate of insurance that outlines the coverage and limits defined in this section. CONTRACTOR shall submit renewal certificates as appropriate during the term of the contract.

24. LIENS, CLAIMS AND ENCUMBRANCES – The Contractor warrants and represents that all materials, equipment or services delivered herein are free and clear of all liens, claims, or encumbrances of any kind.

25. LIMITATION OF LIABILITY – The UW shall not be liable to the Contractor or to any Subcontractor, regardless of the form of action, for any consequential, incidental, indirect, or special damages, or for any claim or demand based on a release of information, or patent, copyright, or other intellectual property right infringement. This section does not modify any specific agreement regarding liquidated damages or any other conditions as are elsewhere expressly agreed to between the parties.

26. ORDER IDENTIFICATION – All invoices, packing lists, packages, shipping notices, and other written documentation affecting any goods delivered under this Contract shall contain the applicable order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this Contract indicating the contents therein. Invoices will not be processed for payment until all items invoiced are received. Shipments received without order numbers may be refused, at the Contractor’s expense.

27. ORDER OF PRECEDENCE – In the event of any inconsistencies or conflicting terms and conditions in this Contract, such inconsistency or conflict shall be resolved by giving precedence in the following order: federal, state, or local laws or regulations, the UW special terms and conditions, the UW general terms and conditions; the Contractor’s terms proposed are rejected, unless otherwise provided in writing by the UW’s Purchasing Department.

28. MISCELLANEOUS FEES/CHARGES - The University reserves the right to short pay invoices that include unidentified or miscellaneous fees and charges not included in supplier’s quote, proposal or contract with the University. In the event the University accepts the charge, a line item will be added to the purchase order. Miscellaneous fees/charges may include, but are not limited to:

Special handling, or packaging, Fuel Surcharge, Compliance Charge, Paper Invoice Fee, Merchant Bank…