RFSB TC0021-22229 Cage and Rack Washer.pdf

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Washington State University Request for

Sealed Bid # TC0021-22229

(RFSB)

Cage Washer and Install

Pullman, WA

Due by: March 28, 2024 4:00 PM PST

RFP Coordinator: Tim Champoux

Phone: (509) 335-4585

Email: tchampoux@wsu.edu mailto:tchampoux@wsu.edu

RFP# Cage Washer Install at WSU Pullman

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REQUIREMENTS

WSU is requesting proposals for a new Cage and Rack Washer to include delivery, installation and cleanup of a new unit working in conjunction with WSU Facilities Operations and Design Build Team.

Bids must include estimated shipping costs and Labor for Installation. Installation includes:

uncrating, assembly, setting in place, leveling, final assembly, supervision of final utility connections (including detergent lines—supplier provided) and start-up and user training.

Facility will require custom pit modification by institution; supplier will be required to provide all necessary pit specifications and equipment layout as part of bid submittal. Suppliers are encouraged to visit site in person or at least a virtual review of the space.

Full Description of Unit

Life Science Cage and Rack Washer—Dual door pass through chamber

Equipment must have the ability to wash rodent cages and components, IVC and static racks, water bottles and small Enrichment items, rabbit pans and racks.

208V 60Hz 3-phase UL Certified. House steam heated.

Minimum Specifications

Chamber

- Chamber needs to accommodate racks as large as: 79"L x 34"W x 81"H

- Digital control panel on both load and unload locations.

- Printer on unload side

- Interior chamber lights

Doors

- Pass through chamber with swing doors--to include cycle interlock

- No full glass panel doors

- Left or right service side option

- All wet surfaces constructed of stainless steel ie tanks, chamber, piping, valves and pumps

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Cycle Parameters:

- Fully programmable cycles that will include the minimum of at least 9 cycles and a descale cycle. Cycles must have the option of Prewash, Wash 1, Mid Rinse, Wash 2, Rinse, Final Rinse, Exhaust.

- Acid or alkaline wash cycles

- Cycles must have the option or reuse final rinse for the next cycle prewash

- Each cycle must have a user adjustable Final rinse cycle and guaranteed temperature between 160F-185F.

Safety

- Exterior Estop buttons and interior stop cable within washer with emergency signage inside and outside chamber.

- Easy escape mechanism for opening doors from inside chamber

General Washer specifications

- Axillary Wash Tank to conserve and reuse wash water

- Chamber Sump to be used for rinse cycles

- House steam heat exchanger

- Manufacturer provided detergent pumps and lines (< 50' drum storage)--acid, alk, descale, neutralization conductivity or pH probe for monitoring detergent concentration

- Cleanable filter/screen with auto backflow cleaning after cycles

- Simple spray arm design i.e. Rotary spray arms designed to provide sufficient cleaning patter for oversized racks.

- Manifold connection for bottle cart or axillary presentation racks--Should be hands free

Presentation Racks to be included in bid

- Rabbit pan rack,

- Universal rodent cage rack

- Bottle wash rack

- Effluent Collection-Cool down neutralization discharge water system pH and temperature monitored neutralization of discharge water system user adjustable values for temperature and pH i.e. <140F water temp. pH range for waste water

- All use and service documentation manuals in hard copies and/or pdf

- Substantial completion of project and payment invoicing must be completed by May

15, 2025

- 1-year parts and labor warranty

Wash Cycle Parameters

- Fully programmable cycles to include a minimum of at least 9 user programable cycles

- Cycles must have options to use (minimum) Prewash, Wash 1, Mid Rinse, Wash 2, Rinse, Final Rinse, and Exhaust.

- User programable detergent concentration and wash water reuse option

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- Descale cycle must be included

- Cycle temperature for wash, rinse, FR must be have the ability to be user adjustable

- Final rinse must have a temperature guarantee option

Preferred Specifications

- Digital log of cycle and alarm data downloadable from machine

- Incoming water temperature booster

- Serviceable parts are non-proprietary

- Network link

- Center manifold sprayer with dual rodent rack wash for increased capacity (racks to be included in bid)

- Final rinse defeat or user adjustable temperature for FR

- Preventative maintenance software if required

- parts identification list that include make and model of all serviceable parts

- Analog Gauges: House steam pressure, water pressure, air pressure

- 2-yr parts and labor warranty

- Trained service provider within 200 miles

Evaluation Criteria

- Lead time/project completion

- Chamber sized appropriately for equipment to be washed

- Washer design, construction, and included options

- Equipment and accessories

- Washer Function- Programming and cycle options. Computer interface. Temp guarantee.

- Safety options beyond min requirements

- Cost and Warranty Length

- OEM Service Availability--travel proximity

- Additional options exceeding min quals

- Non-proprietary design

Physical Inspection:

For the optional physical inspection walkthrough, all appointments are on a first come, first serve basis and will be held March 11-15, 2024 as available.

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Appointments will be scheduled with Galen Gorence phone 509-335-8966 email gorence@wsu.edu for a 1-hr physical inspection of the site. No additional allowances will be granted because of lack of knowledge of site. Questions from this visit must be submitted in writing to the RFP Coordinator after the visit by the March 19, 2024 deadline and answers will be posted as an addendum to the RFP.

RFP COORDINATOR

The RFP Coordinator is the sole point of contact at Washington State University for this procurement. All communication between the proposers and Washington State University upon release of this RFP shall be with the RFP Coordinator, as follows:

Name: Tim Champoux Title: Procurement Supply Specialist E-Mail: Tchampoux@wsu.edu

Phone: (509) 335-4585

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

Questions will be accepted via email only, through March 19, 2024 at 4:00pm

PST.

Responses to all questions will posted by Addendum to this RFP. Please reference quote number RFP# TC0021-22229 clearly in subject line.

ELECTRONIC PROPOSALS:

The proposal must be received by the RFP Coordinator no later than 4:00 p.m., Pacific Standard Time, in Pullman, Washington, on March 28, 2024.

Proposals must be submitted electronically as an attachment to an e-mail to purchasing.sealed@wsu.edu and the RFP Coordinator will view the responses after the close date and time for this RFP. Attachments to e-mail shall be in Microsoft Word format, Excel or PDF. Zipped files cannot be received by WSU and cannot be used for submission of proposals.

mailto:gorence@wsu.edu mailto:Tchampoux@wsu.edu mailto:purchasing.sealed@wsu.edu

RFP# Cage Washer Install WSU Pullman

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As part of its bid requirements and in order to be in compliance with RCW 28B.10.019 and

RCW 39.26.160,

Washington State University must receive a signed Certifications & Assurances form from the apparent successful vendor prior to placing a contract or purchase order. Please find and complete the attached WSU Certifications & Assurances form and submit it with your response. Any failure to provide the Certifications & Assurances form prior to award will result in University's determination that the bidder is not a responsible bidder as set forth in RCW 39.26.160 and WSU will negotiate with the next highest scoring or lowest responsive bidder. WSU does not assume responsibility for problems with Respondent’s e-mail. If WSU’s email is not working, appropriate allowances will be made.

Proposals may not be transmitted using facsimile transmission.

Respondents should allow sufficient time to ensure timely receipt of the proposal by the RFP Coordinator. Late proposals will not be accepted and will be automatically disqualified from further consideration, unless WSU’S e-mail is found to be at fault. All proposals and any accompanying documentation become the property of WSU and will not be returned.

REVISIONS TO THE RFP

In the event it becomes necessary to revise any part of this RFP, addenda will be published on the Washington Electronic Business Solutions (WEBS) website at:

https://fortress.wa.gov/ga/webscust/. For this purpose, the published questions and answers and any other pertinent information shall be provided as an addendum to the RFP and will be placed on this website.

For further information on registering with the WEBS go to:

https://fortress.wa.gov/ga/webscust/

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

ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES

Walkthrough Completed By: March 15, 2024 4:00PM PST Any Questions Due: March 19, 2024 4:00PM PST Proposals Due: March 28, 2024 4:00PM PST

Washington State University reserves the right to revise the above schedule.

https://fortress.wa.gov/ga/webscust/ https://fortress.wa.gov/ga/webscust/

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Note: Evaluation of proposals will be subject to the availability of the evaluation team.

Washington State University will perform its diligence in keeping vendors informed throughout the evaluation and selection process.

Attached Exhibits:

1. Exhibit A – On-Site Work Terms and Conditions

2. Exhibit B – WSU General Terms and Conditions

3. Exhibit C – WSU Certification Assurances Form

PURCHASE ORDER DOCUMENTS

Before submitting a proposal, bidders shall carefully examine the document exhibits, and fully inform themselves as to all existing conditions and limitations, and shall include in their proposal a sum to cover the cost of all items included in the work, and shall rely on their own examination in making their proposals.

By submitting a proposal, bidders shall be held to represent that they have made the foregoing examination in complete detail and have determined beyond doubt that the drawings, specifications, and existing conditions are sufficient, adequate and satisfactory for the work under the proposed Purchase Documents.

PREVAILING WAGE

The labor work of this Purchase Order is subject to Prevailing Wage per RCW 39.12.

An Intent to Pay Prevailing Wage must be filed prior to start of work. Subsequently an Affidavit of Wages Paid must be filed prior to final invoice. See URL https://fortress.wa.gov/lni/wagelookup/prvwagelookup.aspx. Printed copies of Wage Rates are available upon request.

Copies of the approved intent to pay prevailing wage statement(s) shall be posted on the job site with the address and telephone number of the Industrial Statistician of the Department of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made.

End of Request for Sealed Bid

ON-SITE WORK TERMS & CONDITIONS

CONTRACTOR’S LIABILITY INSURANCE

Prior to commencement of the Work, Contractor shall obtain and provide evidence of comprehensive general liability and property damage insurance of not less than $1,000,000.00

SCOPE Provide and Install

PERMITS, FEES AND NOTICES

A. Unless otherwise provided in the Contract Documents, Contractor shall pay for and obtain all permits, licenses and inspections necessary for proper execution and completion of the Work. Prior to final acceptance, the approved, signed permits shall be delivered to the Owner.

B. Contractor shall comply with and give notices required by all Federal, State and local laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work.

C. State of Washington Prevailing Wage Requirements apply to the labor portion of this contract. Contact Washington Labor and Industries prevailing wage office at 360-902-5335 for additional information.

SAFETY PRECAUTIONS

Contractor shall be responsible for initiating, maintaining and supervising an effective safety program for their employees, which complies with all applicable Federal and State laws.

A. Contractor shall provide warning signs and barriers or other methods as may be required to protect the public or the Customer’s employees from injury or from entering the work area.

TOBACCO FREE

A. The University recognizes that tobacco use is a public health hazard and is dedicated to providing a healthy, comfortable and productive living, learning and working environment. Beginning Aug. 22, 2016, tobacco will be prohibited on university property, facilities, grounds, parking structures, university-owned vehicles and structures owned or leased by the university (WAC 504-38).

UNFORESEEN PHYSICAL CONDITIONS

B. If Contractor encounters conditions at the site which are subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents , or unknown physical conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then Contractor shall give immediate notice to the

Exhibit A

Owner promptly after the first observance of the conditions. Conditions shall not be disturbed prior to such notice.

C. If such conditions differ materially and cause a change in Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor may be entitled to an equitable adjustment in time or contract amount, provided requested as per this document.

PROTECTION OF EXISTING STRUCTURES, EQUIPMENT, VEGETATION, UTILITIES

AND IMPROVEMENTS

A. Contractor shall protect from damage all existing structures, equipment, improvements, utilities and vegetation at or near the Project site. Contractor shall repair any damage, including that to the property of a third party, resulting from failure to comply with the requirements of the Contract Documents or failure to exercise reasonable care in performing the Work. If Contractor fails or refuses to repair the damage promptly, Owner may have the necessary work performed and charge the cost to the Contractor.

B. Should any of the Work be found defective, or in any way not in accordance with the Contract Documents, this work, in whatever stage of completion, may be rejected by Owner.

CLEAN-UP

Contractor shall at all times keep the Project site, including hauling routes, infra-structures, utilities and storage areas free from accumulations of waste materials.

Before completing the Work, Contractor shall remove from the premises its rubbish, tools, scaffolding, equipment and materials. Upon completing the Work, Contractor shall leave the Project site in a clean, neat and orderly condition satisfactory to the Owner. If Contractor fails to clean up as provided herein, and after reasonable notice from Owner, Owner may do so and the cost thereof shall be charged to the Contractor.

WARRANTY OF CONSTRUCTION

A. In addition to any special warranties provided elsewhere in the Contract Documents, Contractor warrants that all work/material provided conforms to the requirements of the Contract Documents and is free of any defect.

B. With respect to all warranties, express or implied, for work performed or materials furnished according to the Contract Documents, Contractor shall:

1. Require all warranties to be executed, in writing, for the benefit of Owner.

2. Enforce all warranties for the benefit of Owner, if directed by Owner;

and

3. Be responsible to enforce any subcontractor’s, manufacturers or supplier’s warranty, should they extend beyond the period specified in the Contract Documents.

C. The obligations under this section shall survive Final Acceptance.

INDEMNIFICATION

A. To the fullest extent permitted by law, the Customer shall indemnify and hold harmless the Contractor or its agents and employees from and against claims, damages, losses, fines, expenses and attorney fees arising out of negligent acts or omissions of the Customer, solely to the extent caused by the Customer.

B. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Customer or its agents or employees from and against claims, damages, losses, fines, expenses and attorney fees arising out of negligent acts or omissions of the Contractor, solely to the extent caused by the Contractor.

C. In claims against any person or entity indemnified under this paragraph by an employee of the Indemnitor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this paragraph shall not be a limitation on amount or type of damages, compensation or benefits payable by or for the Indemnitor under worker’s or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

PAYMENTS AND COMPLETION

Owner may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any payment to such extent as may be necessary to protect Owner from loss or damage for reasons including but not limited to

A. Work not in accordance with Contract Documents B. Work by Owner to correct defective work

CHANGES IN THE WORK

A. Owner may at any time and without notice to Contractor’s surety, order additions, deletions, revisions or other changes in the Work. These changes in the Work shall be incorporated into the Contract Documents through the execution of Change Orders. If any change in the Work ordered by the Owner causes increase in costs, a timely claim for equitable adjustment should be made to the WSU Purchasing Office which, if approved, will be incorporated into a Change Order.

B. If Owner desires to order a change in the Work, it may request a written Change Order proposal from the Contractor. Such proposal, submitted by the Contractor, shall include all changes to contract terms and conditions, including price/ compensation affected by this proposed change.

CUSTOMER’S REPRESENTATIVE

WSU Site Representative –

v. December 16, 2022

GENERAL TERMS AND CONDITIONS

DEFINITIONS

As used throughout this Contract, including these General Terms and Conditions, the following terms shall have the meaning set forth below:

“Contract” means the purchase order and/or the entire written agreement between WSU and Contractor, including any Exhibits, documents, and materials incorporated by reference.

“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, assigns, successors in interest and authorized agents of Contractor.

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

“Improper influence” means any influence that induces or tends to induce a WSU employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

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

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

“Party” or “Parties” Party, when capitalized, shall mean an individual generic reference to Contractor or WSU. Parties, when capitalized, shall mean both Contractor and WSU.

“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.

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

“Law” means any federal, state, local or WSU regulation, law, rule, or ordinance.

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

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

“Subcontractor” means one not in the employment of Contractor, and/or entity that owns or controls, is owned or controlled by, or is under common ownership or control of Contractor, who is performing all or part of those services under this Contract under a separate contract with Contractor, and/or any person or entity appointed by or on behalf of 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

Exhibit B 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.

“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.

“WSU” means WASHINGTON STATE UNIVERSITY, any division, section, office, unit, campus or other entity of WASHINGTON STATE UNIVERSITY, or any of the officers or other officials lawfully representing

WASHINGTON STATE UNIVERSITY.

1. ACCESS TO DATA – In compliance with RCW 39.26.180, Contractor shall provide access to data generated under this Contract to WSU, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes all to all information that supports the findings, conclusions, and recommendations of Contractor’s reports, including computer models and methodology for those models.

2. ACCESSIBILITY – Contractor represents that it is committed to promoting and improving the accessibility of all its products as specified in the WSU Accessibility Statement (https://access.wsu.edu/), and will remain committed throughout the term of this Contract. If the Work is not in conformance with all applicable federal and state disability laws, policies, and regulations, Contractor shall use reasonable efforts to update the Work so as to be in conformance therewith. In the event any issues arise regarding Contractor’s compliance with applicable federal or state disability laws, policies and regulations, WSU may send communications to Contractor as specified who will assign a person with accessibility expertise to reply to WSU within two (2) business days.

3. 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 WSU, except as authorized by Law.

4. AMENDMENTS – This Contract may only be amended by the mutual written 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 an authorized person at WSU.

Automatic extensions and renewals are not authorized unless stated in writing and included in this Contract.

5. ANTITRUST ASSIGNMENTS – Contractor hereby assigns to WSU 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 WSU under an escalation clause.

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

7. ATTORNEYS’ FEES – In the event of litigation or other action brought to enforce the Contract terms; each party shall bear its own attorneys’ fees and costs.

8. 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:

(1) 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 WSU;

(2) Contractor breaches any warranty or fails to perform or comply with any term or provision in this

Contract;

(3) Contractor makes any general assignment for the benefit of creditors;

(4) In WSU’s sole opinion, Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

(5) Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors;

(6) Any receiver, trustee, or similar official is appointed for Contractor or any of Contractor’s property;

(7) Contractor is determined to be in violation of any rules or Laws and that such determination, in

WSU’s sole opinion, renders Contractor unable to perform any aspect of this Contract.

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

C. Termination for Convenience: WSU 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 Contractor.

Termination charges shall not apply unless they are subsequently agreed upon 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 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 to perform resulting from circumstances beyond the control and without the fault or negligence of Contractor or of Contractor’s suppliers or subcontractors, WSU 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 Contractor by reason of Contractor’s breach as provided by Law.

E. Funding Contingency: In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, WSU may terminate this Agreement under the “Termination for Convenience” clause without advance notice, subject to renegotiation under those new funding limitations and conditions.

F. Termination by Mutual Agreement: WSU or Contractor may terminate this Contract in whole or in part, at any time, by mutual written agreement signed by authorized persons.

9. COMPLIANCE WITH APPLICABLE LAW – At all times during the term of this Contract, Contractor shall comply with all Laws, including but not limited to, nondiscrimination laws, anti-kickback laws, fraudulent claims law and export controls. Any violations of this section shall be considered a material breach of this Contract. Contractor agrees to indemnify and hold WSU harmless from any and all damages or claims caused by Contractor’s failure to comply with Law.

10. 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 identity, national origin, protected veteran status or disability.

11. CONFIDENTIALITY – Contractor may use Personal Information and any other information gained by reason of this Contract only for the purpose of this Contract. Contractor shall not disclose, transfer, or sell any such information to any third 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. 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 WSU.

12. CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics Board or other tribunal, WSU may, in its sole discretion, by written notice to Contractor, terminate this Contract if it is found after due notice and examination by WSU that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute involving Contractor in the procurement of this Contract, or the provision of goods or services under this Contract.

If this Contract is terminated as provided above, WSU shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of a breach of this Contract by Contractor. The rights and remedies of WSU provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

13. CONTRACTING WITH CURRENT OR FORMER WASHINGTON STATE EMPLOYEES – Contractor certifies, to the best of Contractor’s knowledge, that no current or former Washington State employee or officer has a beneficial interest or other involvement in this Contract in violation of Chapter 42.52 RCW (Ethics in Public Service). Contractor will immediately disclose any violation of Chapter 42.52 RCW under this Contract to

WSU.

14. 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 WSU. WSU shall be considered the author of such Materials. If the Materials are not considered “works for hire” under the U.S. Copyright laws, Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to WSU 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, Contractor grants to WSU 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. Contractor warrants and represents that Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to WSU.

WSU shall receive prompt written notice of each notice or claim of copyright infringement received by Contractor with respect to any Materials delivered under this Contract. WSU shall have the right to modify or remove any restrictive markings placed upon the Materials by Contractor.

15. COVENANT AGAINST CONTINGENT FEES – 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 Contractor for the purpose of securing business. WSU shall have the right, in the event of breach of this clause by 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.

16. DEBARMENT CERTIFICATION – Contractor, by accepting the terms of this Contract, certifies that Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. Contractor shall include the above mentioned requirement in any and all subcontracts into which it enters. In the event that Contractor becomes debarred, suspended or ineligible from participating in transactions, Contractor shall notify WSU in writing within three working days of such an event.

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

Partial delivery will not be construed as acceptance of goods, including failure to deliver related software, materials or documentation. Unless otherwise provided in writing, WSU shall have ninety (90) days after delivery to accept software and equipment.

18. DELIVERY RESTRICTIONS – Parking on campus sidewalks, grounds, or roadways is strictly prohibited.

19. DISALLOWED COSTS – Contractor is responsible for any audit exceptions or costs disallowed by WSU that are incurred by Contractor or its subcontractors.

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

21. 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 Whitman County.

22. INDEMNIFICATION – To the fullest extent permitted by Law, Contractor shall indemnify, defend, and hold

WSU and its 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 Contractor or its employees, agents, or subcontractors in connection with this Contract. Contractor expressly agrees to indemnify, defend, and hold harmless WSU for any claim arising out of or incident to Contractor’s or any subcontractor’s performance or failure to perform this Contract. Contractor’s obligation to indemnify, defend, and hold harmless WSU shall not be eliminated or reduced by any actual or alleged concurrent negligence of WSU or its officers, employees, students, and agents. Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify WSU, the Board of Regents of WSU, and their officers, employees, students, and agents as provided herein.

23. INDEPENDENT CONTRACTOR – The Parties intend that an independent contractor relationship is created by this Contract. Contractor and his or her employees or agents performing under this Contract are not employees or agents of WSU. 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 WSU or of the State of Washington during the term of this Contract, or act as attorney in fact, nor will 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 Contractor.

24. INDUSTRIAL INSURANCE COVERAGE – As applicable, Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, WSU may collect from Contractor the full amount payable to the Industrial Insurance accident fund. WSU may deduct the amount owed by Contractor to the accident fund from the amount payable to Contractor by WSU under this Contract, and transmit the deducted amount to the Department of Labor and Industries, Division of Insurance Services. This provision does not waive any of the Department of Labor and Industries’ right to collect from Contractor.

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

26. INSPECTION – In addition to any rights of access or inspection that may be included in any Terms and Conditions, Contractor shall provide reasonable access to Contractor’s place of business, Contractor records, and client records, to WSU and to any authorized agent of the state of Washington or the federal government in order to monitor, audit, and evaluate Contractor’s performance and compliance with applicable Laws, and these Contract terms during the term of this Contract and for one (1) year following termination or expiration of this Contract, six (6) years in relation to all records maintained per Records Maintenance clause of this Contract.

27. INSURANCE - If the Contractor’s performance under this Contract will involve Work falling into any of the categories enumerated within this section, and insurance requirements have not otherwise been specified in the Contract, Contractor shall maintain, during the performance of this Contract, all relevant types of insurance in amounts equal to or exceeding those listed below. Contractor shall, prior to the commencement of Work under this Contract, provide WSU Purchasing, at PO Box 641020, Pullman, WA 99164-1020, or other University unit identified in Contract, with a certificate of insurance evidencing proof of insurance coverage, and shall name WSU as an additional insured. All insurance policies shall contain an appropriate severability of interests clause. WSU 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. Upon request, Contractor shall submit to WSU within fifteen (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. Contractor shall maintain insurance of at least the following types and amounts:

A. Commercial General Liability Insurance. For service contracts in which Contractor will perform a significant portion of the Work under this Contract on WSU premises, within WSU facilities, in contact with WSU 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) $3,000,000 aggregate

iii) $100,000 damage to premises

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; 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. 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:

i) $2,000,000 per claim

ii) $3,000,000 aggregate 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. 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:

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

ii) International voluntary workers’ compensation coverage per statutory requirements;

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

28. LICENSING, ACCREDITATION AND REGISTRATION

Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements necessary for the performance of this Contract.

29. LIENS, CLAIMS AND ENCUMBRANCES – Contractor warrants and represents that all software, documentation, materials, equipment or services delivered under this Contract are free and clear of all liens, claims, or encumbrances of any kind.

30. LIMITATION OF AUTHORITY – Only a WSU employee authorized in writing to bind WSU shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. Any alterations, amendments, modifications, or waivers may be WSU personnel or employees without such written authority will not be effective or binding unless also made in writing and signed by an authorized WSU representative.

31. LIMITATION OF LIABILITY – WSU shall not be liable to Contractor or to any Subcontractor, regardless of the form of action, for any consequential, incidental, indirect, special or punitive damages, or for any claim or demand based on a Date Compliance issue, 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.

32. NO DISCRIMINATION - There will be no discrimination in the performance of this Contract on the basis of race, religion, creed, color, national origin, sex, marital status, sexual orientation (including gender identity), age, genetic history, honorably discharged veteran or military status, the presence of any sensory, mental, or physical disability, the use of a trained dog guide or service animal by a person with a disability, or any other protected status, in compliance with applicable state and federal law.

33. 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 Contractor’s expense.

34. 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: any negotiated Contract between WSU and Contractor; federal flow down terms and conditions (if applicable);

these General Terms and Conditions. Contractor’s terms proposed are rejected, unless otherwise provided in writing by WSU’s Purchasing Department.

35. OTHER APPLICABLE LAWS – Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.

36. MISCELLANEOUS FEES/CHARGES – WSU reserves the right to short pay invoices that include unidentified or miscellaneous fees and charges not included in Contractor’s quote, proposal, or contract with WSU.

Miscellaneous fees/charges may include, but are not limited to: tariffs, special handling or packaging, fuel surcharge, compliance charge, paper invoice fee, merchant bank fee, energy surcharge, and additional time fee.

37. PACKING – No charges will be allowed for special handling, packing, wrapping, bags, containers, reels, etc.

unless otherwise provided herein.

38. PAYMENT, PROMPT PAYMENT DISCOUNT – WSU shall not process invoices for payment, and the period of computation for cash discount will not commence, until WSU receives a properly completed invoice or receives and accepts invoiced items, whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final approval for payment is authorized. If WSU fails to make a timely payment, vendor may invoice for a minimum of $1 or maximum of 1% per month on the amount overdue (RCW 39.76.011). Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or, if no terms are specified, within 30 days from date of receipt of a properly completed invoice or goods, whichever is later. WSU shall not honor drafts nor accept goods on a sight draft basis.

39. PRIVACY – Personal Information including, but not limited to, “Protected Health Information” (as defined by the HIPAA Privacy Rule), collected, used, or acquired in connection with this Contract shall be protected against unauthorized use, disclosure, modification or loss. Contractor shall ensure its directors, officers, employees, agents, or subcontractors use Personal Information solely for the purpose of accomplishing the services set forth herein. Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons Personal Information without the express written consent of WSU or as otherwise required by law.

Any breach of this provision may result in termination of this Contract and the demand for return of all Personal Information. Contractor agrees to indemnify and hold harmless WSU for any damages related to Contractor’s unauthorized use of Personal Information.

40. PROPRIETARY INFORMATION – Contractor should clearly identify any material such as, but not restricted to, valuable formulae, design, drawing, and research data claimed to be exempt from public records request, as allowable by law (RCW 42.56.270), along with a statement of the basis for such claim of exemption. Pricing and entire bid packages are not considered proprietary and are subject to public record. WSU will give notice to the supplier of any request for disclosure of such information. Failure to so label such materials or to timely respond after notice of request for public disclosure has been given shall be deemed a waiver by the submitting supplier of any claim that such materials are, in fact, exempt.

41. PUBLICITY – Contractor and any Subcontractor shall not mention, imply, or utilize WSU’s name and/or logo or other marks in any publicity matter, regardless of media format, without the prior written consent of

WSU.

42. RECORD MAINTENANCE AND RIGHT OF INSPECTION – Contractor shall maintain, at no additional cost, all records and other materials relevant to this Contract for a period of six (6) years, in accordance with Chapter 40.14 RCW following the date of termination or expiration of this Contract. At no additional cost, these records shall be subject at all reasonable times to inspection, review or audit by WSU, personnel duly authorized by WSU, the Office of the State Auditor, and any federal and state officials so authorized by Law or this Contract. Contractor shall provide reasonable access to all such records, upon request, including, but not limited to, any access to Contractor’s facilities necessary to examine these records during the period specified in this section. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

43. REGISTRATION WITH DEPARTMENT OF REVENUE – If required to do so by Law, Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract.

44. REJECTION – All goods or materials purchased under this Contract are subject to approval by WSU. Any rejection of goods or material resulting from nonconformity to the terms, conditions, or specifications of this Contract, whether held by WSU or returned, will be at Contractor’s risk and expense.

45. RIGHTS AND REMEDIES – Failure of WSU to insist upon the strict performance of any term or condition of this Contract or to exercise or delay the exercise of any right or remedy provided in this Contract or by Law, or the acceptance of (or payment for) materials, equipment or services, shall not release Contractor from any responsibilities or obligations imposed by this Contract or by Law, and shall not be…