Statewide support, training,and technical assistance for emergency food providers participating in the Food Assistance programs managed by the Washington State ...

WASHINGTON STATE DEPARTMENT OF AGRICULTURE REQUEST FOR PROPOSAL (RFP) RFP NO K3426 If you download this RFP from the Washington State Department of Agriculture (WSDA) website located at agr.wa.gov/about-wsda/contracts-and-procurement you are responsible for sending your name, address, email address, and telephone number to the RFP Coordinator in order for your organization to receive any RFP amendments or bidder questions/WSDA answers. PROJECT TITLE: Statewide support, training, and technical assistance for emergency food providers participating in the Food Assistance programs managed by the Washington State Department of Agriculture (WSDA) and the emergency food system at large. WSDA intends to award one contract to provide the services described in this RFP. PROPOSAL DUE DATE: June 14, 2021 Emailed bids will be accepted. Faxed bids will not. ESTIMATED TIME PERIOD FOR CONTRACT: July 1, 2021 – June 30, 2023. The Agency reserves the right to extend the contract for up to two additional

two-year periods at the sole discretion of the Agency. CONSULTANT ELIGIBILITY: This procurement is open to those Consultants that satisfy the minimum qualifications stated herein and that are available for work in Washington State. CONTENTS OF THE REQUEST FOR PROPOSALS: 1. Introduction 2. General Information for Consultants 3. Proposal Contents 4. Evaluation and Award 5. Exhibits A. Certifications and Assurances B. Minimum Qualifications C. Identification of Costs by Category D. Draft Sample Contract https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Proposal No. K3426 Page 2 of 36 TABLE OF CONTENTS 1. Introduction ................................................................................................................................ 3 1.1 Purpose and Background 1.2 Objective and Scope of Work 1.3 Minimum Qualifications 1.4 Funding 1.5 Period of Performance 1.6 Contracting with Current or Former State Employee 1.7 Definitions 1.8 ADA 2. General Information for Consultants ........................................................................................... 7 2.1 RFP Coordinator 2.2 Estimated Schedule of Procurement Activities 2.3 Pre-proposal Conference 2.4 Submission of Proposals 2.5 Proprietary Information & Public Disclosure 2.6 Revisions to the RFP 2.7 Socially and Economically Disadvantaged Business Participation 2.8 Acceptance Period 2.9 Responsiveness 2.10 Most Favorable Terms 2.11 Contract and General Terms & Conditions 2.12 Costs to Propose 2.13 No Obligation to Contract 2.14 Rejection of Proposals 2.15 Commitment of Funds 2.16 Electronic Payment 2.17 Insurance Coverage 3. Proposal Contents ..................................................................................................................... 12 3.1 Letter of Submittal (Mandatory) 3.2 Qualifications 3.2.1 Minimum Qualifications 3.3 Technical Proposal 3.3.1 Project Approach / Methodology 3.3.2 Work Plan 3.3.3 Project Schedule 3.3.4 Outcomes and Performance Measurement 3.3.5 Risks 3.3.6 Deliverables 3.4 Management Proposal 3.4.1 Project Management (Scored) 3.5 Cost Proposal 3.5.1 Identification of Costs by Category (Scored) 3.5.2 Computation 4. Evaluation and Contract Award ................................................................................................. 16 Request for Proposal No. K3426 Page 3 of 36 4.1 Evaluation Procedure 4.2 Evaluation Weighting and Scoring 4.3 Notification to Proposers 4.4 Debriefing of Unsuccessful Proposers 4.5 Protest Procedure 5. RFP Exhibits ............................................................................................................................... 18 5.1 Exhibit A Certifications and Assurances 5.2 Exhibit B Minimum Qualifications 5.3 Exhibit C Cost Proposal 5.4 Exhibit D Draft Sample Contract 1. INTRODUCTION 1.1. PURPOSE AND BACKGROUND The purpose of this Request for Proposals (RFP) is to provide on-going support, training, and technical assistance for emergency food providers within the state of Washington on behalf of the Washington State Department of Agriculture (WSDA) Food assistance programs. This includes supporting projects and initiatives directed by WSDA Food Assistance programs. WSDA provides federal and state resources to over 500 food banks, tribes and tribal organizations, food pantries, meal programs and works with a broad stakeholder community including the agricultural community. WSDA intends to award one contract(s) to provide the services described in this RFP. 1.2. OBJECTIVES AND SCOPE OF WORK The objective of this Request for Proposal is to identify a non-profit partner to provide on-going support, training, and technical assistance for emergency food providers within the state of Washington. This includes supporting projects and initiatives directed by WSDA Food Assistance programs. These activities shall include, but are not limited to: Activity 1. Ensuring the availability of technical assistance and support to community-based emergency food providers. This assistance may be provided in-person, by telephone or in written format. Activity 2. Ensuring training is available at no cost to community-based emergency food providers to assist them in offering effective and efficient services to their clients. This includes, but is not limited to preparing and distributing informational/introduction packets for new providers and various training tracks on such subjects as locating food and financial resources, working with volunteers, food safety, continuity of operations, how to engage in local and community awareness efforts, how to develop an effective and active board of directors, Food Assistance (FA) programs policies and procedures and other appropriate tracks as Consultant deems necessary and useful. Training may be Request for Proposal No. K3426 Page 4 of 36 statewide regional or local training sessions as appropriate, requested, and needed. Annual comprehensive statewide conference supported in part with FA funding. Activity 3. Consultant may collaborate with nutrition experts including but not limited to those within Washington State Department of Health, WSU Cooperative Extension, and others as necessary, to develop and support nutrition education. Activity 4. Identifying and promoting effective best practices, developing strong peer-to-peer relationships, and promoting local collaborations among food programs, other community-based organizations and programs and among statewide organizations and agencies. Activity 5. Ensuring the availability of web-based information on training information noted above; links to other food and nutrition programs, other training and helpful resources, and relevant FAP information and documents. Activity 6. Acting as a vehicle to provide input from emergency food providers to WSDA on policies, procedures, and program structure. Consultant shall do this via the Food Assistance (FA) Advisory Committee, which consists of emergency food providers, hunger relief advocates, stakeholders, subject matter experts, and Food Assistance staff. The Consultant shall make the arrangements for the meetings, including securing locations, sending out notices, and providing food as well as preparing agendas and sending minutes to participants and interested parties. Consultant shall work with the FA Advisory Committee Chair and FA staff to identify agenda items to be discussed at the meetings. Activity 7. Dispersing information to emergency food providers thru newsletters, emails, and social media that will assist them in providing excellent service and strengthen their agencies and the emergency food system as a whole. On a quarterly basis, article featuring one of WSDA’s Food Assistance (FA) programs (i.e. EFAP, EFAP-Tribal, TEFAP, CSFP, and farm to community initiatives) on a rotational basis or other relevant FA updates. These articles should be developed in partnership with FA staff. Activity 8. Where Consultant uses a significant percentage of Food Assistance programs funding to fund conferences, training or producing written material and documents, Consultant shall acknowledge WSDA FA’s support in notices about the events and in written material produced. Activity 9. Soliciting annual nominations from emergency food providers regarding outstanding partnerships and projects involving the agricultural community. The award name, recipient, and announcement will be developed in partnership between the Consultant and Food Assistance. Compile the top ideas generated from the nominations received and publish those in a newsletter to emergency food providers. Please note: Consultant shall also include the following federal nondiscrimination language on all written material that will be disseminated: This institution is an equal opportunity provider. Request for Proposal No. K3426 Page 5 of 36 1.3. MINIMUM QUALIFICATIONS Minimum qualifications include: • Licensed to do business in the State of Washington or provide a commitment that it will become licensed in Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor. • Registered as a statewide vendor for the state of Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor. • Registered and current State of Washington non-profit organization designated as a 501(c)3 by the Internal Revenue Service. • Registered in the Data Universal Numbering System (DUNS). • Registered in the System for Award Management (SAM) and continue to maintain an active SAM registration with current information at all times during which it receives federal funding. • Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal or State department or Agency from participating in transactions. • Five years’ experience providing annual statewide or regional conferences focusing on issues related to the emergency food system. • Five years’ experience working with non-profit food banks, food pantries, tribes and meal programs. • Experience working collaboratively with state agencies, emergency food providers, and stakeholders to develop projects that benefit the emergency food system and the agricultural community. • Dedicated website • The ability to develop educational materials and news articles regarding best practices and general emergency food system information with minimal oversight and input from WSDA. Consultant should be able to identify training and topics of educational materials needed for hunger relief organizations, perform outreach and distribution of materials and training, and actively integrate feedback to improve the effectiveness of materials. • Contractor must be able to clearly evaluate, document, and explain the value of their work and contract outcomes or deliverables to WSDA. • Communicate on a regular basis with the individual providers within the emergency food system via web and written materials. • Ability to provide direct support for the Food Assistance Advisory Committee. • Have established internal controls and fund accounting procedures to assure the accurate accounting for all funds provided. Errors in reimbursement requests and record keeping must be minimal to ensure good stewardship of funds. Bidders, who do not meet these minimum qualifications will be rejected as non-responsive and will not receive further consideration. Any proposal that is rejected as non-responsive will not be evaluated or scored. 1.4. FUNDING The overall budget for this project is estimated to not exceed $ 100,000 for each year of the biennium starting on July 1, 2021, and ending June 30, 2023. These funds may include both state and federal funding. In the event additional funding becomes available, any contract awarded may be renegotiated to provide for additional related services. Request for Proposal No. K3426 Page 6 of 36 Any contract awarded as a result of this procurement is contingent upon the availability of funding. 1.5. PERIOD OF PERFORMANCE The period of performance of any contract resulting from this RFP is tentatively scheduled to begin on or about July 1, 2021 and to end on June 30, 2023. Amendments extending the period of performance, if any, shall be at the sole discretion of the WSDA. The WSDA reserves the right at its sole discretion to extend the contract for two additional two-year periods. 1.6. CONTRACTING WITH CURRENT OR FORMER STATE EMPLOYEES Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52 of the Revised Code of Washington (RCW). Proposers should familiarize themselves with the requirements prior to submitting a proposal that includes current or former state employees. 1.7. DEFINITIONS Definitions for the purposes of this RFP include: Agency. The Washington State Department of Agriculture (WSDA) is the agency of the state of Washington that is issuing this RFP. Apparent Successful Contractor. The consultant selected as the entity to perform the anticipated services, subject to completion of contract negotiations and execution of a written contract. Consultant. Individual, company, or firm (bidder) submitting a proposal in order to attain a contract with the WSDA. Contractor. Individual or company whose proposal has been accepted by the WSDA and is awarded a fully executed, written contract. Proposal. A formal offer (bid) submitted in response to this solicitation. Request for Proposals (RFP). Formal procurement document in which a service or need is identified but no specific method to achieve it has been chosen. The purpose of an RFP is to permit the consultant community to suggest various approaches to meet the need at a given price. WSDA Food Assistance Contractor. Means an organization, currently contracting directly with WSDA Food Assistance Programs, that collects, warehouses and distributes food, edible commodities, or other product to food pantries, meal programs, and other relief agencies on a regional or county basis. May also be known as a food bank. WSDA Food Assistance Subcontractor. Means a non-profit organization, contracted directly with a WSDA Food Assistance Contractor, which provides food and services directly to clients. May also be known as a food pantry. Request for Proposal No. K3426 Page 7 of 36 1.8. ADA The WSDA complies with the Americans with Disabilities Act (ADA). Consultants may contact the RFP Coordinator to receive this Request for Proposals in Braille or on tape. 2. GENERAL INFORMATION FOR CONSULTANTS 2.1. RFP COORDINATOR The RFP Coordinator is the sole point of contact in the WSDA for this procurement. All communication between the Consultant and the Agency upon release of this RFP shall be with the RFP Coordinator, as follows: Name Erin Kester Mailing Address Washington State Department of Agriculture, Food Assistance PO Box 42560, Olympia, WA 98504-2560 Phone Number (360) 878-1579 Email Address ekester@agr.wa.gov Any other communication will be considered unofficial and non-binding on the Agency. Consultants 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 Consultant. 2.2. ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES Issue Request for Proposals May 10, 2021 Question & Answer Period May 10 – May 17, 2021 Preproposal Virtual Conference (if requested by May 18, 2021 3:00 pm) May 20, 2021 3:00 pm Issue Addendum to RFP (if applicable) May 21, 2021 Proposals Due June 14, 2021 Evaluate Proposals June 15 – June 18, 2015 Announce “Apparent Successful Contractor” and send notification via email to Unsuccessful Consultants June 21, 2021 Hold Individual Debriefing Teleconferences (if requested) June 23, 2021 Request for Proposal No. K3426 Page 8 of 36 Negotiate Contract June 24, 2021 Begin Contract Work July 1, 2021 The WSDA reserves the right to revise the above schedule. 2.3. PREPROPOSAL CONFERENCE (Optional and by request only) If requested by May 18, 2021 3:00 pm, a preproposal virtual conference will be scheduled on May 20, 2021 at 3:00 pm. All Consultants will be notified by email but are not required to attend. WSDA will be bound only to WSDA’s written answers to questions. Questions arising at the preproposal conference or in subsequent communication with the RFP Coordinator will be documented and answered in written form. A copy of the questions and answers will be posted on the Washington Electronic Bid Notification System (WEBS) and the WSDA Internet site at: agr.wa.gov/about-wsda/contracts-and-procurement. 2.4. SUBMISSION OF PROPOSALS Proposals are required to be submitted electronically along with two mailed copies with original signatures. The electronic submittal is the controlling document in determining the date of the proposal submission. Proposals must arrive at the Agency no later than June 14, 2021. The proposal is to be sent to the RFP Coordinator at the email and address noted above. The envelope should be clearly marked to the attention of the RFP Coordinator. It is the responsibility of the Consultant to ensure that their proposal submitted electronically has been sent and received prior to the due date. The Consultant should also allow enough delivery time for the two mailed proposal copies with original signatures to ensure timely receipt of their proposals by the RFP Coordinator. Consultants assume the risk for the method of delivery. The Agency assumes no responsibility for delays caused by any delivery service. Proposals may not be transmitted using facsimile transmission. Late proposals will not be accepted and will be automatically disqualified from further consideration. All proposals and any accompanying documentation become the property of the Agency and will not be returned. 2.5. PROPRIETARY INFORMATION & PUBLIC DISCLOSURE Proposals submitted in response to this competitive procurement shall become the property of the Agency. All proposals received shall remain confidential until the contract, if any, resulting from this RFP is signed by the Director of the Agency, or his Designee, and the Apparently Successful Contractor; thereafter, the proposals shall be deemed public records as defined in Chapter 42.56 of the Revised Code of Washington (RCW). Any information in the proposal that the Consultant desires to claim as proprietary and exempt from disclosure under the provisions of Chapter 42.56 RCW, or other state or federal law that provides for the nondisclosure of your document, must be clearly designated. The information must https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Proposal No. K3426 Page 9 of 36 be clearly identified and the particular exemption from disclosure upon which the Consultant is making the claim must be cited. Each page containing the information claimed to be exempt from disclosure must be clearly identified by the words “Proprietary Information” printed on the lower right-hand corner of the page. Marking the entire proposal exempt from disclosure or as Proprietary Information will not be honored. If a public records request is made for the information that the Consultant has marked as "Proprietary Information" the Agency will notify the Consultant of the request and of the date that the records will be released to the requester unless the Consultant obtains a court order enjoining that disclosure. If the Consultant fails to obtain the court order enjoining disclosure, the Agency will release the requested information on the date specified. If a Consultant obtains a court order from a court of competent jurisdiction enjoining disclosure pursuant to Chapter 42.56 RCW, or other state or federal law that provides for nondisclosure, the Agency shall maintain the confidentiality of the Consultant's information per the court order. A charge will be made for copying and shipping, as outlined in RCW 42.56. No fee shall be charged for inspection of contract files, but twenty-four (24) hours’ notice to the RFP Coordinator is required. All requests for information should be directed to the RFP Coordinator. 2.6. REVISIONS TO THE RFP In the event it becomes necessary to revise any part of this RFP, addenda will be posted on the Washington Electronic Bid Notification System (WEBS) and the WSDA Internet site at: agr.wa.gov/about-wsda/contracts-and-procurement. The Agency also reserves the right to cancel or to reissue the RFP in whole or in part, prior to execution of a contract. 2.7. MINORITY & WOMEN-OWNED BUSINESS PARTICIPATION In accordance with the legislative findings and policies set forth in Chapter 39.19 RCW, the state of Washington encourages participation in all of its contracts by 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. 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. The established annual procurement participation goals for MBE is 10% and for WBE, 4%, for this type of project. These goals are voluntary. Bidders may contact OMWBE at 360/753-9693 to obtain information on certified firms. 2.8. ACCEPTANCE PERIOD Proposals must provide sixty (60) days for acceptance by WSDA from the due date for receipt of proposals. https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Proposal No. K3426 Page 10 of 36 2.9. RESPONSIVENESS All proposals will be reviewed by the RFP Coordinator to determine compliance with administrative requirements and instructions specified in this RFP. The Consultant is specifically notified that failure to comply with any part of the RFP may result in rejection of the proposal as non-responsive. The WSDA also reserves the right at its sole discretion to waive minor administrative irregularities. 2.10. MOST FAVORABLE TERMS The Agency reserves the right to make an award without further discussion of the proposal submitted. Therefore, the proposal should be submitted initially on the most favorable terms which the Consultant can propose. The Agency does reserve the right to contact a Consultant for clarification of its proposal. The Consultant should be prepared to accept this RFP for incorporation into a contract resulting from this RFP. Contract negotiations may incorporate some or the Consultant’s entire proposal. It is understood that the proposal will become a part of the official procurement file on this matter without obligation to the Agency. 2.11. CONTRACT AND GENERAL TERMS & CONDITIONS The Apparently Successful Contractor will be expected to enter into a contract. In no event is a Consultant to submit its own standard contract terms and conditions in response to this solicitation. The Consultant may submit exceptions as allowed in the Certifications and Assurances section, Exhibit A to this solicitation. The Agency will review requested exceptions and accept or reject the same at its sole discretion. 2.12. COSTS TO PROPOSE The Agency will not be liable for any costs incurred by the Consultant in preparation of a proposal submitted in response to this RFP, in conduct of a presentation, or any other activities related to responding to this RFP. 2.13. NO OBLIGATION TO CONTRACT This RFP does not obligate the state of Washington or the Agency to contract for services specified herein. 2.14. REJECTION OF PROPOSALS The Agency reserves the right at its sole discretion to reject any and all proposals received without penalty and not to issue a contract as a result of this RFP. 2.15. COMMITMENT OF FUNDS The director of the Agency or the director’s delegate are the only individuals who may legally commit the Agency to the expenditures of funds for a contract resulting from this RFP. No cost chargeable to the proposed contract may be incurred before receipt of a fully executed contract. Request for Proposal No. K3426 Page 11 of 36 2.16. ELECTRONIC PAYMENT The state of Washington prefers to utilize electronic payment in its transactions. The Apparently Successful Contractor will be provided a form to complete with the contract to authorize such payment method. 2.17. INSURANCE COVERAGE The Consultant is to furnish the WSDA with a certificate(s) of insurance executed by a duly Authorized Representative of each insurer, showing compliance with the insurance requirements set forth below. The Consultant shall, at its own expense, obtain and keep in force insurance coverage which shall be maintained in full force and effect during the term of the contract. The Consultant shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to the WSDA within fifteen (15) days of the contract effective date. Liability Insurance • Commercial General Liability Insurance: Consultant shall maintain commercial general liability (CGL) insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000 per each occurrence. If CGL insurance contains aggregate limits, the General Aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall have products-completed operations aggregate limit of at least two times the “each occurrence” limit. CGL insurance shall be written on ISO occurrence from CG 00 01 (or a substitute form providing equivalent coverage). All insurance shall cover liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) condition. Additionally, the Consultant is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. • Business Auto Policy: As applicable, the Consultant shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of “Any Auto.” Business auto coverage shall be written on ISO form CA 00 01, 1990 or later edition, or substitute liability form providing equivalent coverage. Employers Liability (“Stop Gap”) Insurance: In addition, the Consultant shall buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. Additional Provisions Above insurance policy shall include the following provisions: • Additional Insured. The Washington State Department of Agriculture, its elected and appointed officials, agents and employees shall be named as an additional insured on all general liability, excess, umbrella and property insurance policies. All insurance provided in compliance with this contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the state. • Cancellation. The Washington State Department of Agriculture shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the Request for Proposal No. K3426 Page 12 of 36 following specifications. Insurers subject to 48.18 RCW (Admitted and Regulation by the Insurance Commissioner): The insurer shall give the state forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the state shall be given ten (10) days advance notice of cancellation. Insurers subject to 48.15 RCW (Surplus lines): The state shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non-payment of premium, the state shall be given ten (10) days advance notice of cancellation. • Identification. Policy must reference the state’s contract number and the agency name. • Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to do business within the state of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports. Any exception shall be reviewed and approved by WSDA Risk Manager or the Risk Manager for the state of Washington, before the contract is accepted or work may begin. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. • Excess Coverage. By requiring insurance herein, the state does not represent that coverage and limits will be adequate to protect Consultant and such coverage and limits shall not limit Consultant’s liability under the indemnities and reimbursements granted to the state in this contract. Workers’ Compensation Coverage The Consultant will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The state will not be held responsive in any way for claims filed by the Consultant or their employees for services performed under the terms of this contract. 3. PROPOSAL CONTENTS The five major sections of the proposal are to be submitted in the order noted below: 1. Letter of Submittal a. Signed Certifications and Assurances (Exhibit A) 2. Qualifications a. Minimum Qualifications (Exhibit B) 3. Technical Proposal a. Project Approach / Methodology b. Work Plan c. Project Schedule d. Outcomes and Performance Measurement e. Risks f. Deliverables 4. Management Proposal a. Project Management 5. Cost Proposal Request for Proposal No. K3426 Page 13 of 36 a. Identification of Costs by Category (Exhibit C) Proposals must provide information in the same order as presented in this document with the same headings. This will not only be helpful to the evaluators of the proposal, but should assist the Consultant in preparing a thorough response. Items in this section marked “mandatory” must be included as part of the proposal for the proposal to be considered responsive, however, these items are not scored. Items marked “scored” are those that are awarded points as part of the evaluation conducted by the evaluation team. 3.1. LETTER OF SUBMITTAL (MANDATORY) The Letter of Submittal and the attached Certifications and Assurances form (Exhibit A) must be signed and dated by a person authorized to legally bind the Consultant to a contractual relationship, e.g., the President or Executive Director if a corporation, the managing partner if a partnership, or the proprietor if a sole proprietorship. Along with introductory remarks, the Letter of Submittal is to include the following information about the Consultant and any proposed subcontractors: • Name, address, principal place of business, telephone number, and email address of legal entity or individual with whom contract would be written. • Name, address, and telephone number of each principal officer (President, Vice President, Treasurer, Chairperson of the Board of Directors, etc.) • Legal status of the Consultant (sole proprietorship, partnership, corporation, etc.) and the year the entity was organized to do business as the entity now substantially exists. • Federal Employer Tax Identification number or Social Security number and the Washington Uniform Business Identification (UBI) number issued by the state of Washington Department of Revenue. If the Consultant does not have a UBI number, the Consultant must state that it will become licensed in Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor. • Location of the facility from which the Consultant would operate. • List names, addresses, telephone numbers, and ,email addresses of three (3) business references for the Consultant and three (3) business references for the lead staff person for whom work has been accomplished and briefly describe the type of service provided. Do not include current WSDA staff as references. The Consultant and the lead staff person must grant permission to the WSDA to contact the references and others who may have pertinent information regarding the Consultant’s and the lead staff person’s qualifications and experience to perform the services required by this RFP. The WSDA may evaluate references at the WSDA’S discretion. • If the Consultant or any subcontractor contracted with the state of Washington during the past 24 months, indicate the name of the agency, the contract number and project description and/or other information available to identify the contract. • Identify any state employees or former state employees employed or on the firm’s governing board as of the date of the proposal. Include their position and responsibilities within the Consultant’s organization. If following a review of this information, it is determined by the WSDA that a conflict of interest exists, the Consultant may be disqualified from further consideration for the award of a contract. Request for Proposal No. K3426 Page 14 of 36 • If the Consultant’s staff or subcontractor’s staff was an employee of the state of Washington during the past 24 months, or is currently a Washington State employee, identify the individual by name, the agency previously or currently employed by, job title or position held and separation date. • If the Consultant has had a contract terminated for default in the last five years, describe such incident. Termination for default is defined as notice to stop performance due to the Consultant’s non-performance or poor performance and the issue of performance was either (a) not litigated due to inaction on the part of the Proposer, or (b) litigated and such litigation determined that the Proposer was in default. • Submit full details of the terms for default including the other party's name, address, and phone number. Present the Consultant’s position on the matter. The WSDA will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of the past experience. If no such termination for default has been experienced by the Consultant in the past five years, so indicate. • The Consultant, at its option, may include proof of certification issued by the Washington State Office of Minority and Women’s Business Enterprises (OMWBE) if certified minority- owned firm and/or women-owned firm(s), small or veteran owned businesses will be participating on this project. For information: http://www.omwbe.wa.gov. 3.2. QUALIFICATIONS 3.2.1. MINIMUM QUALIFICATIONS (MANDATORY) A. Complete and submit Exhibit B 3.3. TECHNICAL PROPOSAL (SCORED) The Technical Proposal must contain a comprehensive description of services including the following elements: 3.3.1. Project Approach/Methodology – Include a complete description of the Consultant’s proposed approach and methodology for the project. This section should convey Consultant’s understanding of the proposed project. 3.3.2. Work Plan - Include all project requirements and the proposed tasks, services, activities, etc. necessary to accomplish the scope of the project defined in this RFP. This section of the technical proposal must contain sufficient detail to convey to members of the evaluation team the Consultant’s knowledge of the subjects and skills necessary to successfully complete the project. Include any required involvement of WSDA staff. The Consultant may also present any creative approaches that might be appropriate and may provide any pertinent supporting documentation. 3.3.3. Project Schedule - Include a project schedule indicating when the elements of the work will be completed. Project schedule must ensure that any deliverables requested are met. If on- going activities, describe the frequency that such activities will occur. 3.3.4. Outcomes and Performance Measurement – Describe the impacts/outcomes the Consultant proposes to achieve as a result of the delivery of these services including how these outcomes would be monitored, measured and reported to WSDA. http://www.omwbe.wa.gov/ Request for Proposal No. K3426 Page 15 of 36 3.3.5. Risks - The Consultant must identify potential risks that are considered significant to the success of the project. Include how the Consultant would propose to effectively monitor and manage these risks, including reporting of risks to the WSDA’S contract manager. 3.3.6. Deliverables – Fully describe deliverables to be submitted under the proposed contract. Deliverables must support the requirements set forth in Section 1.2, Objectives and Scope of Work. 3.4. MANAGEMENT PROPOSAL (SCORED) 3.4.1. Project Management • Project Team Structure/Internal Controls - Provide a brief description of the proposed project team structure and internal controls to be used during the course of the project, including any pass-through entities that provide any of the services identified in the proposal. • Staff Qualifications/Experience - Identify staff, including other pass-through entities, who will be assigned to the potential contract, indicating the key responsibilities and qualifications of such personnel. Provide current organizational chart. 3.5. COST PROPOSAL (SCORED) The overall budget for this project is estimated to not exceed $100,000.00 for each year of the biennium starting on July 1, 2021 and ending June 30, 2023. In the event additional funding becomes available, any contract awarded may be renegotiated to provide for additional related services. The evaluation process is designed to award this procurement not necessarily to the Consultant of least cost, but rather to the Consultant whose proposal best meets the requirements of this RFP. However, Consultants are encouraged to submit proposals which are consistent with state government efforts to conserve state resources. 3.5.1. Identification of Costs by Category (Scored) Complete and Submit Exhibit C. Identify all costs in U.S. dollars including expenses to be charged for performing the services necessary to accomplish the objectives of the contract. The Consultant is to submit a fully detailed budget including staff costs and any expenses necessary to accomplish the tasks and to produce the deliverables under the contract. Consultants are required to collect and pay Washington state sales and use taxes, as applicable. Costs for pass-through entities are to be broken out separately. Please note if any subcontractors are certified by the Office of Minority and Women’s Business Enterprises. 3.5.2. Computation The score for the cost proposal will be computed by dividing the lowest cost bid received by the Consultant’s total cost. Then the resultant number will be multiplied by the maximum possible points for the cost section. Request for Proposal No. K3426 Page 16 of 36 4. EVALUATION AND CONTRACT AWARD 4.1. EVALUATION PROCEDURE Responsive proposals will be evaluated strictly in accordance with the requirements stated in this solicitation and any addenda issued. The evaluation of proposals shall be accomplished by an evaluation team(s), to be designated by the WSDA, which will determine the ranking of the proposals. The RFP Coordinator may contact the Consultant for clarification of any portion of the Consultant’s proposal. 4.2. EVALUATION WEIGHTING AND SCORING The following weighting and points will be assigned to the proposal for evaluation purposes: Technical Proposal: 70% 70 points Project Approach/Methodology………………..… 15 points (maximum) Quality of Work Plan………………………………….… 20 points (maximum) Project Schedule………………………………………..… 15 points (maximum) Deliverables / Outcomes………………..……………. 20 points (maximum) Management Proposal: 10% 10 points Project Team Structure and Internal Controls……5 points (maximum) Staff Qualifications and Experience………………..… 5 points (maximum) Cost Proposal: 20% 20 points Identification of Costs by Category (Exhibit C) …20 points (maximum) Grand Total 100 Points WSDA reserves the right to award the contract to the Consultant whose proposal is deemed to be in the best interest of the WSDA and the state of Washington. 4.3. NOTIFICATION TO PROPOSERS The WSDA will notify the Apparently Successful Contractor of their selection in writing upon completion of the evaluation process. Individuals or firms whose proposals were not selected for further negotiation or award will be notified separately by email. 4.4. DEBRIEFING OF UNSUCCESSFUL PROPOSERS Upon request, a debriefing conference will be scheduled with an unsuccessful Proposer. The request for a debriefing conference must be received by the RFP Coordinator within three (3) business days after the Notification of Unsuccessful Consultant letter is e-mailed to the Consultant. The debriefing must be held within three (3) business days of the request. Discussion will be limited to a critique of the requesting Consultant’s proposal. Comparisons between proposals or evaluations of the other proposals will not be allowed. Debriefing conferences will be conducted on the telephone and will be scheduled for a maximum of one hour. Request for Proposal No. K3426 Page 17 of 36 4.5. PROTEST PROCEDURE This procedure is available to Consultants who submitted a response to this solicitation document and who have participated in a debriefing conference. Upon completing the debriefing conference, the Consultant is allowed three (3) business days to file a protest of the acquisition with the RFP Coordinator. Protests will be submitted by email, but should be followed by the original document. Consultants protesting this procurement shall follow the procedures described below. Protests that do not follow these procedures shall not be considered. This protest procedure constitutes the sole administrative remedy available to Consultants under this procurement. All protests must be in writing and signed by the protesting party or an authorized Agent. The protest must state the grounds for the protest with specific facts and complete statements of the action(s) being protested. A description of the relief or corrective action being requested should also be included. All protests shall be addressed to the RFP Coordinator. Only protests stipulating an issue of fact concerning the following subjects shall be considered: • A matter of bias, discrimination or conflict of interest on the part of the evaluator • Errors in computing the score • Non-compliance with procedures described in the procurement document or AGENCY policy Protests not based on procedural matters will not be considered. Protests will be rejected as without merit if they address issues such as: 1) An evaluator’s professional judgment on the quality of a proposal, or 2) AGENCY’S assessment of its own and/or other agencies’ needs or requirements. Upon receipt of a protest, a protest review will be held by the AGENCY. The AGENCY director or an employee delegated by the director who was not involved in the procurement, will consider the record and all available facts and issue a decision within five business days of receipt of the protest. If additional time is required, the protesting party will be notified of the delay. In the event a protest may affect the interest of another Consultant that submitted a proposal, such Consultant will be given an opportunity to submit its views and any relevant information on the protest to the RFP Coordinator. The final determination of the protest shall: • Find the protest lacking in merit and uphold the AGENCY’s action. • Find only technical or harmless errors in the AGENCY’s acquisition process and determine the AGENCY to be in substantial compliance and reject the protest. • Find merit in the protest and provide the AGENCY options which may include: ­ Correct the errors and re-evaluate all proposals ­ Reissue the solicitation document and begin a new process ­ Make other findings and determine other courses of action as appropriate If the AGENCY determines that the protest is without merit, the AGENCY will enter into a contract with the apparently successful contractor. If the protest is determined to have merit, one of the alternatives noted in the preceding paragraph will be taken. Request for Proposal No. K3426 Page 18 of 36 5. RFP EXHIBITS 5.1. Exhibit A Certifications and Assurances 5.2. Exhibit B Minimum Qualifications 5.3. Exhibit C Cost Proposal 5.4. Exhibit D Draft Sample Contract Request for Proposal No. K3426 Page 19 of 36 EXHIBIT A: CERTFICATIONS AND ASSURANCES 1. I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract: 2. I/we declare that all answers and statements made in the proposal are true and correct. 3. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal. 4. The attached proposal is a firm offer for a period of 60 days following receipt, and it may be accepted by the WSDA without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 60-day period. 5. In preparing this proposal, I/we have not been assisted by any current or former employee of the state of Washington whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity. If there are exceptions to these assurances, I/we have described them in full detail on a separate page attached to this document. 6. I/we understand that the WSDA will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the WSDA, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal. 7. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or indirectly, to any other Proposer or to any competitor. 8. I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document. 9. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition. 10. I/we grant the WSDA the right to contact references and others, who may have pertinent information regarding the ability of the Consultant and the lead staff person to perform the services contemplated by this RFP. 11. If any staff member(s) who will perform work on this contract has retired from the State of Washington under the provisions of the 2008 Early retirement Factors legislation, his/her name(s) is noted on a separate attached page. We (circle one) are / are not submitting proposed Contract exceptions. (See Section 2.11) If Contract exceptions are being submitted, I/we have attached them to this form. On behalf of the Consultant submitting this proposal, my name below attests to the accuracy of the above statement. We are submitting a scanned signature of this form with our proposal. Signature of Proposer Title Date Request for Proposal No. K3426 Page 20 of 36 EXHIBIT B: MINIMUM QUALIFICATIONS Yes No Required Qualification Licensed to do business in the State of Washington or provide a commitment that it will become licensed in Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor. Registered as a statewide vendor for the state of Washington within thirty (30) calendar days of being selected as the Apparently Successful Contractor. Registered and current State of Washington non-profit organization designated as a 501(c)3 by the Internal Revenue Service. Registered in the Data Universal Numbering System (DUNS). Registered in the System for Award Management (SAM) and continue to maintain an active SAM registration with current information at all times during which it receives federal funding. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal or State department or Agency from participating in transactions. Five years’ experience providing annual statewide or regional conferences focusing on the emergency food system or meeting the nutritional needs of low-income families. Five years’ experience working with non-profit food banks, food pantries, and meal programs. Experience working collaboratively with state agencies, emergency food providers, and stakeholders to develop projects that benefit the emergency food system and the agricultural community. Dedicated website. The ability to develop educational materials and news articles regarding best practices and general emergency food system information. Contractor must be able to clearly evaluate, document, and explain the value of their work and contract outcomes or deliverables to WSDA. Communicate on a regular basis with the individual providers within the emergency food system via web and written materials Ability to provide direct support for the Food Assistance Advisory Committee. Have established internal controls and fund accounting procedures to assure the accurate accounting for all funds provided. Errors in reimbursement requests and record keeping must be minimal to ensure good stewardship of funds. Request for Proposal No. K3426 Page 21 of 36 EXHIBIT C: COST PROPOSAL IDENTIFICATION OF COSTS BY CATEGORY SFY 2022 SFY 2023 Administration $ $ Equipment, Supplies, Travel $ $ Training, Technical Assistance & Resources $ $ Contracted Services $ $ TOTAL BY FISCAL YEAR $ $ TOTAL BIENNIAL BUDGET $ Consultants are required to collect and pay Washington State taxes as applicable. Request for Proposal No. K3426 Page 22 of 36 EXHIBIT D: Sample Contract Washington State Department of Agriculture, Food Assistance Funding Authority: State of Washington RCW 43.23.290 1. Contractor 2. WSDA Representative 3. Contractor’s Representative «Contractor» «Business_Address» «Regional_Rep» 4. Tax ID # 5. SWV # 6. UBI # 7. DUNS # «Tax_ID_» «SWV_» «UBI_» «DUNS_» 8. Beginning Date 9. End Date 10. Total Estimated Contract Amount 7-1-2021 6-30-2023 $ 11. Estimated Contract Amount, State Year 1: 7/1/21 – 6/30/22 $ Year 2: 7/1/22 – 6/30/23 $ 12. Federal Agency N/A 13. Funding Source: Federal: State: 14. CFDA Number: N/A 15 Estimated Contract Amount, Federal Year 1: 7/1/21 – 6/30/22 $ Year 2: 7/1/22 – 6/30/23 $ 16. Federal Agency Pending 17. Funding Source: Federal: State: 18. CFDA Number: Pending 19. Contract Cycle and Funding Schedules This Contract is a biennial contract with a start date of July 1, 2021 and an end date of June 30, 2023. The funding for this contract will be primarily from federal funding sources but may be supported with state funding sources. Amendments will be the official document notifying the Contractor of changes in the contract amount. 20. Contract Purpose To provide statewide support, training and technical assistance for emergency food providers participating in the Food Assistance programs managed by the Washington State Department of Agriculture (WSDA) and the emergency food system at-large. This includes supporting projects and initiatives directed by WSDA Food Assistance Programs. This Agreement is made by and between the Washington State Department of Agriculture (WSDA) and the Contractor. This Contract is pursuant to Chapter 68, Laws of 2010, which authorizes WSDA to implement food assistance programs. The Parties agree to the terms and conditions set forth in the attached Contract. This Contract is executed by the persons signing below who warrant that they have the authority to execute the Contract. FOR Contractor Date FOR WSDA Kim Eads, WSDA Food Assistance Program Manager Date WSDA FOOD ASSISTANCE: TRAINING AND TECHINICAL ASSISTANCE CONTRACT - SPECIAL TERMS AND CONDITIONS 1. PROGRAM REQUIREMENTS. Throughout the Contract Period, Contractor shall comply fully with, and ensure any Subcontractor complies fully with, all provisions of this Contract and future amendments. 2. CONTRACTOR’S FA RESPONSIBILITIES. Contractor shall provide staff and furnish goods and services necessary to accomplish the activities under the Food Assistance program funding during the contract period. This Contract does not provide a benefit or entitlement to the Contractor. The principle purpose of this Contract is to provide funding for the Contractor to accomplish a public purpose. The funding must be used for their program of supporting emergency food providers in Washington State. These activities shall include, but are not limited to: Activity 1. Ensuring the availability of technical assistance and support to community-based emergency food providers. This assistance may be provided in-person, virtual, by telephone or in written format. Activity 2. Ensuring training is available at no cost to community-based emergency food providers to assist them in offering effective and efficient services to their clients. This includes, but is not limited to preparing and distributing informational/introduction packets for new providers and various training tracks on such subjects as locating food and financial resources, working with volunteers, food safety, continuity of operations, how to engage in local and community awareness efforts, how to develop an effective and active board of directors, Food Assistance (FA) programs policies and procedures and other appropriate tracks as Contractor deems necessary and useful. Training may be statewide, regional, or local training sessions as appropriate requested, and needed. Annual comprehensive statewide conference supported in part with FA funding. Activity 3. Contractor may collaborate with nutrition experts including but not limited to those within the Washington State Department of Health, WSU Cooperative Extension, and others as necessary, to develop and support nutrition education. Activity 4. Identifying and promoting effective best practices, developing strong peer-to-peer relationships, and promoting local collaborations among food programs, other community-based organizations and programs, and among statewide organizations and agencies. Activity 5. Ensuring the availability of web-based information on training information noted above; links to other food and nutrition programs, other training and helpful resources, and relevant FA information and documents. Activity 6. Acting as a vehicle to provide input from emergency food providers to WSDA on policies, procedures, and program structure. Contractor shall do this via their Food Assistance (FA) Advisory Committee, which consists of emergency food providers, hunger relief advocates, stakeholders, subject matter experts, and Food Assistance staff. The Contractor shall make the arrangements for the meetings, including securing locations, sending out notices, and providing food as well as preparing agendas and sending minutes to participants and interested parties. Contractor shall work with the FA Advisory Committee Chair and FA staff to identify agenda items to be discussed at the meeting. Activity 7. Dispersing information to emergency food providers thru newsletters, emails, and social media that will assist them in providing excellent service and strengthen their agencies and the emergency food system Request for Proposal No. K3426 Page 23 of 36 as a whole. On a quarterly basis, article featuring one of WSDA’s Food Assistance programs (i.e. EFAP, EFAP-Tribal, TEFAP, CSFP, and farm to community initiatives) on a rotational basis or other relevant FA updates. These articles should be developed in partnership with FA staff. Activity 8. Where Contractor uses a significant percentage of Food Assistance programs funding to fund conferences, training, or producing written material and documents, Contractor shall acknowledge WSDA FA’s support in notices about the events and in written material produced. Activity 9. Soliciting annual nominations from emergency food providers regarding outstanding partnerships and projects involving the agricultural community. The award name, recipient, and announcement will be developed in partnership between the Contractor and Food Assistance. Compile the top ideas generated from the nominations received and publish those in a newsletter to emergency food providers. Please note: Contractor shall also include the following federal nondiscrimination language on all written material that will be disseminated: This institution is an equal opportunity provider. 3. REPORTING. Contractor shall timely submit reports in compliance with this Contract, the General Terms and Conditions, Attachment B, Schedule of Submittals, and the following: 3.1. The monthly expenditure report must include dollars spent under the categories of administration; equipment, supplies, travel, training, technical assistance resources, and contracted services. Contractor shall break out and report amounts spent by all Subcontractors, if any. Contractor shall include backup documentation with each monthly expenditure report. Reports are due each month, whether or not any expense or activity occurred. 3.2. Quarterly activity reports that summarize what work was performed under each activity and what the accomplishments were for each activity. 4. COMPENSATION. WSDA shall pay an amount not to exceed $XXX, XXX for Fiscal Year 2022 and $XXX, XXX for Fiscal Year 2023 for the performance of all things necessary for or incidental to the performance of FA services. Contractor's compensation for services rendered shall be based on the following rates or in accordance with the following terms: 4.1. Reimbursement for allowable activities and within the amounts identified in each budget category in accordance with Attachment A, Budget. 4.2. Provided Contractor’s total billings do not exceed the compensation amount specified in this Paragraph 4, Contractor may request reimbursement for travel and travel-related expenses for delivering FA services under this Contract, including attendance at food-bank related training and conferences. Such expenses may include airfare (economy or coach class only), other transportation expenses, and lodging and subsistence necessary during periods of required travel. Contractor shall receive compensation for travel expenses at the current state of Washington travel reimbursement rates. 5. WRITTEN POLICIES AND PROCEDURES. Contractor shall prepare and maintain written policies and procedures governing its general and FA services under this Contract. Contractor’s policies and procedures shall be consistent with federal and state regulations, as applicable, and include the elements identified below: 5.1. Fiscal Management: Brief description. 5.2. Contractor must comply with Contractor’s policies and procedures and WSDA will monitor such compliance. Contractor’s failure to comply with its policies and procedures may be a basis for suspension or termination if the noncompliance affects an essential element of providing FA services. Request for Proposal No. K3426 Page 24 of 36 WSDA FOOD ASSISTANCE: TRAINING AND TECHINICAL ASSISTANCE CONTRACT - GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. Administrative Expenses – Salaries, wages, supplies, and general expenses, including membership dues, including direct and indirect. Applicant - A public or private nonprofit organization, tribe, or tribal organization that applies for Food Assistance funding. Authorized Representative – For WSDA means the WSDA designee authorized in writing to act on the Director’s behalf; for the Contractor means the Authorized Signer. Authorized Signature - The signature of the board president, tribal chairperson, agency director, or other official authorized to sign. Backpacks - Clients who receive a food bag for one person, consisting of four meals, comprised of three of the five food groups for at least 2 days. This is typically given for the weekend and holidays when schools are closed. Client - A person who is in need of emergency food because of economic circumstances and hunger; the term means the same as “Needy Persons” under 7 CFR 250.3 and includes all such persons regardless of whether the person is currently obtaining services from any Emergency Food Provider. CFR - The Code of Federal Regulations. Contract - This agreement. Contractor - The eligible association or organization that entered into this Contract with the WSDA. Contracted Services - Services provided through an agreement by an outside entity for activities related to this Contract. CSFP - The Commodity Supplemental Food Program authorized by 7 USC 612c and subject to 7 CFR 247 and 7 CFR 250. EFAP - The Emergency Food Assistance Program supported by State General Funds and subject to WAC 16-740. EFAP Procedures Manual - The Emergency Food Assistance Program Procedures Manual for Food Pantry Contractors and Subcontractors prepared and distributed by WSDA. Emergency Food - Food that is given to clients who do not have the means to acquire that food themselves, so that they will not go hungry. Emergency Food Provider – A tribe or agency that provides clients with any kind of emergency food. Federal Award Uniform Guidance - 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, available at http://www.ecfr.gov/cgi-bin/text- idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl Request for Proposal No. K3426 Page 25 of 36 http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl Food Assistance (FA) – Washington State Department of Agriculture Food Assistance (FA) programs. Food Bank - An institution that collects, warehouses and distributes food, edible commodities or other product to food pantries, meal programs and other hunger relief agencies on a regional, county, or statewide basis. For EFAP, this means the food bank(s) that is selected by food pantries to serve in that role which provides this service to participating EFAP food pantries. Food Pantry - An emergency food assistance program that distributes unprepared food without charge to clients. Full Service Clients - Clients who receive food bags with at least three of any of the five main food groups as identified by USDA. Homebound Delivery Program - A separate program or entity that provides delivery of food to homebound clients that is not part of a food pantry’s service offerings. Homebound Delivery Service - A food pantry that provides the service of delivering food to homebound clients and is not considered a separate homebound delivery program. In-Kind - The value of volunteer services or donated goods including staff time, rent, food, supplies and transportation. Mobile Food Pantry - A mobile pantry or mobile food bank that serves clients in areas of high need in an effort to supplement hungry families with nutritious food. Through a mobile pantry or mobile food bank, food is distributed to clients in pre-packed boxes or through a client choice method where clients choose to take what they need. New Client (Unduplicated) - A client served by an emergency food provider during the reporting period for the FIRST time in the current fiscal year. Operational Expenses – Those costs clearly identifiable with providing direct services to clients, or distribution services to food pantries. Participating Food Pantries - A local public or nonprofit food pantry that provides emergency food assistance to clients and receives state or federal emergency food assistance funding or food through the Contractor. Parties or Party - Means both or either WSDA and Contractor. Returning Client (Duplicate) - A client served by an emergency food provider during the reporting period who the Emergency Food Provider previously served during the current fiscal year. RCW - Revised Code of Washington. Service Counts - Refers to monthly reported food pantry, client and food distribution metrics. Special Dietary Needs - Funds to purchase food that meets the nutritional needs of special populations. Special needs populations may include infants under one year of age, children with disabilities, pregnant and lactating women, people with chronic diseases such as cancer and diabetes, people with acquired immune deficiency syndrome, people with lactose intolerance, people with chewing difficulties, alcoholics, intravenous drug users, and people with cultural food preferences. For reporting purposes, an SDN client is defined as one who has been given a food bag designed to meet his/her special nutritional needs. Request for Proposal No. K3426 Page 26 of 36 State - The state of Washington. Subcontractor - The eligible association, organization, or tribe, by Subcontract or written agreement with the Contractor, is performing all or part of the services under the Contractor’s agreement with WSDA. The term does not include the Contractor’s employees. The term includes any Subcontractor in any tier. Supplemental Clients – Food pantry clients who receive only items that are comprised of fewer than three of the five food groups (e.g. a loaf of bread and some potatoes). Temporary Distribution Site - A site that is used to temporarily distribute food to clients off-site and includes satellite sites. Inventory is not stored at a temporary distribution site. TEFAP - The Emergency Food Assistance Program authorized by 7 USC 7501-7516 and subject to 7 CFR 251, 7 CFR 250, and WAC 16-740. USC - United States Code. USDA - The United States Department of Agriculture. WAC - Washington Administrative Code. WSDA - The Washington State Department of Agriculture or its successor agency, if any. 2. ADVANCE PAYMENTS PROHIBITED. WSDA shall make no payments in advance of or in anticipation of services to be provided under this Contract. 3. ALL WRITINGS CONTAINED HEREIN. This Contract and its incorporated documents contain all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract binds the Parties. 4. AMENDMENT. The Parties may alter or amend this Contract by mutual written consent. No amendment shall bind the parties unless in writing and signed by both Parties’ Authorized Representative. 5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the “ADA’ 28 CFR Part 35. The Contractor must comply with, and ensure that Subcontractors comply with, the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 6. APPROVAL. This Contract is not in effect unless signed by WSDA’s authorized representative. 7. ASSIGNMENT. Contractor shall not transfer or assign this Contract or any claim arising under it without WSDA’s prior written consent. 8. ATTORNEYS’ FEES. Unless otherwise expressly permitted in this Contract, each Party shall bear its own attorneys’ fees and costs. Request for Proposal No. K3426 Page 27 of 36 9. AUDIT. Contractor shall meet the following audit requirements, and submit the required documents from this section to the Food Assistance annually. 9.1. General Requirements. • The Contractor shall maintain, records and accounts in conformance with Paragraph 39, Recordkeeping and Reports of this Contract, and in a manner that will facilitate financial and compliance audits. • If an audit is required under Paragraph 9.2 or 9.3 and if the Contractor is a state or local government entity, the Office of the State Auditor shall conduct audits. If Contractor is a nonprofit organization, Contractor shall procure the services of a qualified certified public accountant to conduct audits. • Contractor is responsible for any audit exceptions incurred by it or its Subcontractor. • WSDA reserves the right to recover from the Contractor all disallowed costs resulting from an audit. • Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to WSDA requests for information or corrective action concerning audit issues within thirty (30) days of the date of request. Any management letter from the auditor must also be included with the audit. • Contractors not required to complete a Single Audit under Paragraph 9.2 shall submit a Single Audit Exemption Form (AGR-2207) yearly to WSDA within thirty (30) days after the end of their fiscal year. • Contractor shall include the audit requirements of this Paragraph 9 in all Subcontracts. 9.2. Federal Funding of $750,000 or more. If Contractor expends $750,000 or more from all federal sources during Contractor’s fiscal year, as determined under Part 200.501 of the Federal Award Uniform Guidance, Contractor shall obtain an annual Single Audit conducted in compliance with Federal Award Uniform Guidance and the requirements of this Contract. The $750,000 includes the value of food received from federal food programs. 9.3. Federal Funding of $749,999 or less and State Funding of $100,000 or more. If Contractor is not required to complete a Single Audit under Paragraph 9.2 and expends $100,000 or more in total state funds in a fiscal year, Contractor must have a financial audit at least every two (2) years that covers the previous two (2) years as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). Contractor shall submit annual audits to WSDA if Contractor obtains annual audits for its own purposes. 9.4. Federal Funding of $749,999 or less and State Funding between $20,000 and $99,999. If Contractor is not required to complete a Single Audit under Paragraph 9.2 or financial audit under Paragraph 9.3, Contractor shall submit an Accounting System Verification Form (AGR-2206) signed by an independent Certified Public Accountant or appropriate financial officer who provides services for the Contractor, annually. Subcontractors shall submit this form every two (2) years. 9.5. Submittal Dates • Initial Submittal. Contractor shall submit a copy of its most recent audit report. Contractor is not obligated to resubmit an audit report if Contractor previously submitted its most recent audit report to WSDA.  Contractor shall submit an Accounting System Verification Form (AGR-2206) and Single Audit Exemption Form (AGR-2207), if applicable, upon execution of this Contract. Due dates may vary, see forms for guidance. • Subsequent Submittals. If required to prepare a Single audit, Contractor shall submit a copy of the Single Audit report annually. If a Single Audit is not required, and Contractor is not audit exempt, the Contractor Request for Proposal No. K3426 Page 28 of 36 https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm https://cms.agr.wa.gov/getmedia/2e4e6b6f-2376-42f9-9d34-f9431aaa7b36/2206-FoodAsstProgsAccountingSysVerification https://cms.agr.wa.gov/getmedia/2e4e6b6f-2376-42f9-9d34-f9431aaa7b36/2206-FoodAsstProgsAccountingSysVerification https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm shall submit the appropriate report a minimum of every two years, or annually. Note: all audits are due within nine (9) months of the end of the Contractor’s fiscal year.  Contractor shall submit an Accounting System Verification Form (AGR-2206) if applicable, and Single Audit Exemption Form (AGR-2207) annually. Due dates may vary, see forms for guidance. 10. BILLING PROCEDURES AND PAYMENT. 10.1. Contractor shall submit signed invoices/expenditure reports via email to WSDA on or before the 20th of the month following the provision of services. 10.2. Contractor shall include a detailed general ledger for the program’s expenses with every invoice/expenditure report. 10.3. Contractor shall include supporting documentation (backup) via email with each monthly invoice. 10.4. The invoice shall include the Contract Number and indicate the costs incurred for each budget category as directed by WSDA and indicated on WSDA’s invoice template. 10.5. WSDA will pay Contractor upon acceptance of services provided and receipt of properly completed invoices. 10.6. Payment is timely if made by WSDA within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be transferred electronically to Contractor’s designated bank account unless Contractor requests check to be sent to the address designated by Contractor. 11. CALCULATION OF TIME. Unless otherwise expressly stated, all time periods called for in this Contract indicate calendar years, months, days. 12. CIVIL RIGHTS/NONDISCRIMINATION. Contractor shall ensure compliance with all federal, state, and local laws concerning civil rights and nondiscrimination. Contractor and Contractor’s agents, employees, and Subcontractors shall not discriminate against anyone on the bases of race, color, national origin, sex, age, creed, honorably discharged veteran or military status, sexual orientation, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability. Contractor shall participate in any civil right or nondiscrimination training required. 13. CONFIDENTIAL INFORMATION. Contractor shall comply with all laws and regulations concerning confidential information it may collect in the course of performing services under this Contract. Contractor shall not release, divulge, publish, transfer, sell, or otherwise make known to unauthorized persons personal information without express written consent of the client or as provided by law. 14. CONFORMANCE WITH LAW. If any part of this Contract appears to violate any statute or rule, the provision may be interpreted to conform to statute or rule if such interpretation conforms to the purpose of this Contract. 15. CONTRACT MANAGEMENT. The WSDA Representative identified on the Contract Face Sheet shall be the contact for all communications about this Contract. The Contractor’s representative identified on the Contract Face Sheet shall be the contact for all communications about this Contract. The Contractor shall notify WSDA in writing and within two (2) business days of any changes in personnel serving as a Contractor’s representative. 16. CONTINUED ELIGIBILITY. Contractor shall ensure that it continues to meet the following requirements throughout the Contract term: Request for Proposal No. K3426 Page 29 of 36 https://cms.agr.wa.gov/getmedia/2e4e6b6f-2376-42f9-9d34-f9431aaa7b36/2206-FoodAsstProgsAccountingSysVerification https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm https://cms.agr.wa.gov/getmedia/f8013c73-e4f5-4830-844d-a4dbe9c2b604/2207-SingleAuditExemptionForm 16.1. If Contractor is not a public agency, Contractor must be recognized by the Internal Revenue Service (IRS) as a 501(c)(3) tax-exempt charitable organization. If Contractor loses 501(c)(3) status during the contract term as a result of automatic revocation for failure to file reports, Contractor remains provisionally eligible to receive funding or food but, within 30 days of notice of termination, Contractor must reapply for 501(c)(3) status and provide proof of reapplication to WSDA. This Contract terminates upon Contractor’s failure to timely provide proof of reapplication to WSDA unless Contractor can show good cause for the failure to reapply. Contractor shall forward documentation of IRS recognition of 501(c)(3) status to WSDA within 180 days of the reapplication date. This Contract terminates if Contractor’s tax-exempt status is denied or Contractor fails to timely forward proof of status. 16.2. Contractor shall be registered in the System for Award Management (SAM) and continue to maintain an active SAM registration with current information at all times during which it receives federal funding. 16.3. If Contractor is not a public agency, Contractor must be registered with the Washington Secretary of State’s office as a nonprofit corporation. 16.4. Churches and religious organizations associated with a church are exempt from the obligations of Paragraph 16. 17. DEBARMENT. 17.1. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal or State department or agency from participating in transactions. 17.2. The Contractor agrees to include the above requirement in all subcontracts into which it enters to complete this Contract. 17.3. Contractor shall notify WSDA within thirty (30) days of any exclusion from participating in transactions as set forth in Paragraph 17.1. 18. DISPUTES. 18.1. Contractor Disputes. Except as otherwise provided in this Contract, when a dispute arises between WSDA Food Assistance and the Contractor that cannot be resolved by direct negotiation, the Contractor may request a review by WSDA’s Director, who may designate another person (designee) to hear the dispute, as follows: • The request must: o Be written; o Identify the Contractor’s name, address, and the Contract number; o State the disputed issues; o State each Party’s position; o Be mailed to the Director, with a copy to the WSDA Food Assistance Program Manager within fifteen (15) working days after the Parties agree that they cannot resolve the issue. • The WSDA Food Assistance Program Manager shall submit a written statement of their position regarding the Contractor’s request to both the Director or the Director’s designee, and the Contractor within ten (10) working days. Request for Proposal No. K3426 Page 30 of 36 • The Director or Director’s designee shall review the written statements and provide a decision in writing to both Parties within fifteen (15) working days. At the discretion of the Director or Director’s designee, the time in which to make a decision may be extended or expedited upon notice to both Parties. • The decision of the Director or the Director’s designee shall be the final agency decision. • The Parties shall attempt to resolve the dispute under this Paragraph 18 before filing a claim in any tribunal. 18.2. Subcontractor Disputes - Contractor shall establish a written dispute resolution process for Subcontractors under this Contract no later than thirty (30) days after execution of the Subcontract. The Subcontractor dispute resolution process shall not include WSDA as the arbitrator. WSDA is available to review and provide feedback to Contractors when they are dealing with a Subcontractor dispute. The Contractor shall provide a copy of the dispute process to all Subcontractors within 45 days of the Subcontract execution date. 19. DUPLICATE PAYMENT. Contractor shall not submit a request for payment or reimbursement that duplicates any work to be charged to any other source. 20. ETHICS/CONFLICT OF INTEREST. Contractor shall comply with, and ensure that Subcontractors comply with, Chapter 42.52 RCW, the Ethics in Public Service Act, and any other applicable state or federal law related to ethics or conflicts of interest. 21. FEDERAL ACCOUNTABILITY & TRANSPARENCY ACT COMPLIANCE. Contractor shall complete the Federal Funding Accountability & Transparency Act (FFATA) Data Reporting Requirements. 22. 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 Contract and prior to normal completion, WSDA may terminate this Contract without advance notice subject to renegotiation under those new funding limitations and conditions. 23. GOVERNING LAW AND VENUE. This Contract shall be interpreted in accordance with the laws of the state of Washington. Venue is in Thurston County Superior Court. 24. INCORPORATION OF REFERENCED DOCUMENTS. Unless otherwise expressly stated, all attachments and documents referenced in this Contract are incorporated and made a part of this Contract. 25. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless the state of Washington, WSDA, all other agencies of the state, and all officers, agents, and employees of the state, from and against all claims or damages for injuries to persons or property or death arising out of or incident to the Contractor’s performance or failure to perform the Contract. The Contractor’s obligation to indemnify, defend, and hold harmless includes any claim by the Contractor’s agents, employees, representatives, or any Subcontractor or its agents, employees, or representatives. The Contractor’s obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged concurrent negligence of the state or its agents, agencies, employees, and officers. Subcontracts shall include a comprehensive indemnification clause holding harmless Contractor, WSDA, the state of Washington, its officers, employees, and authorized agents. Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents, or employees. 26. INDEPENDENT CAPACITY OF CONTRACTOR. An independent contractor relationship is created by the Contract. The Contractor and its employees or agents are not employees or agents of the state of Washington or WSDA. The Request for Proposal No. K3426 Page 31 of 36 Contractor shall not hold itself out or claim to be an officer or employee of WSDA or the state of Washington, nor make any claim of right, privilege, or benefit that would accrue to such officer or employee under law. Conduct and control of the work shall be solely with the Contractor. 27. INDUSTRIAL INSURANCE COVERAGE. Contractor shall comply with all applicable 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, WSDA may collect from Contractor the full amount payable to the Industrial Insurance Accident Fund. WSDA may deduct the amount owed by Contractor to the accident fund from the amount payable to Contractor by WSDA under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any rights of L&I to collect from Contractor. 28. INSPECTION. Upon reasonable notice and at reasonable times, Contractor shall allow and shall ensure that Subcontractor allows, access for WSDA and representatives of the Washington State Auditor’s Office to inspect, review, and audit all records concerning this Contract. Contractor shall allow and shall ensure Subcontractor allows for WSDA and representatives of the Washington State Auditor’s Office have access to inspect, without notice, facilities storing or distributing foods delivered under this Contract. If this Contract includes federal funding, Contractor shall also ensure that USDA and/or federal representatives have the same rights of inspection, review, and audit as WSDA. 29. INSURANCE. The Contractor is to furnish the WSDA with a certificate(s) of insurance executed by a duly Authorized Representative of each insurer, showing compliance with the insurance requirements set forth below.The Contractor shall, at its own expense, obtain and keep in force insurance coverage which shall be maintained in full force and effect during the term of the contract. The Contractor shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to the WSDA within fifteen (15) days of the contract effective date. 29.1. Liability Insurance: Commercial General Liability Insurance: Contractor shall maintain commercial general liability (CGL) insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000 per each occurrence. If CGL insurance contains aggregate limits, the General Aggregate limit shall be at least twice the “each occurrence” limit. CGL insurance shall have products-completed operations aggregate limit of at least two times the “each occurrence” limit. CGL insurance shall be written on ISO occurrence from CG 00 01 (or a substitute form providing equivalent coverage). All insurance shall cover liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) condition. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Business Auto Policy: As applicable, the Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit not less than $1,000,000 per accident. Such insurance shall cover liability arising out of “Any Auto.” Business auto coverage shall be written on ISO form CA 00 01, 1990 or later edition, or substitute liability form providing equivalent coverage. 29.2. Employers Liability (“Stop Gap”) Insurance. In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. 29.3. Additional Provisions. Above insurance policy shall include the following provisions: • Additional Insured. The Washington State Department of Agriculture, its elected and appointed officials, agents, and employees shall be named as an additional insured on all general liability, excess, umbrella, Request for Proposal No. K3426 Page 32 of 36 and property insurance policies. All insurance provided in compliance with this contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the state. • Cancellation. The Washington State Department of Agriculture shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications. Insurers subject to 48.18 RCW (Admitted and Regulation by the Insurance Commissioner): The insurer shall give the state forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the state shall be given ten (10) days advance notice of cancellation. Insurers subject to 48.15 RCW (Surplus lines): The state shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non-payment of premium, the state shall be given ten (10) days advance notice of cancellation. • Identification. Policy must reference the state’s contract number and the agency name. • Insurance Carrier Rating. All insurance and bonds should be issued by companies admitted to do business within the state of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports. Any exception shall be reviewed and approved by WSDA Risk Manager or the Risk Manager for the state of Washington before the contract is accepted or work may begin. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. • Excess Coverage. By requiring insurance herein, the state does not represent that coverage and limits will be adequate to protect Contractor and such coverage and limits shall not limit Contractor’s liability under the indemnities and reimbursements granted to the state in this contract. 29.4. Workers’ Compensation Coverage. The Contractor will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. The state will not be held responsive in any way for claims filed by the Contractor or their employees for services performed under the terms of this contract. 30. LAWS. Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies, as amended, of local, state, and federal government. 31. LICENSING, ACCREDITATION, AND REGISTRATION. Contractor shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements or standards necessary for the performance of this Contract. 32. LIMITATION OF AUTHORITY. Only the Authorized Representative or Authorized Representative’s designee by writing (designation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. 33. ORDER OF PRECEDENCE. In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: 33.1. Applicable federal and state statutes, regulations, and policies. 33.2. Statement of work. 33.3. Special Terms and Conditions contained in this Contract. 33.4. General Terms and Conditions contained in this Contract. 33.5. Any other provisions of the Contract, including materials incorporated by reference. Request for Proposal No. K3426 Page 33 of 36 34. PERIOD OF PERFORMANCE. The period of performance are two consecutive fiscal years or one biennium (unless otherwise noted in the Contract period on the Face Sheet). The period of performance for each fiscal year begins on July 1st and ends June 30th of the following calendar year unless earlier terminated as provided for in this Contract. 35. POLITICAL ACTIVITIES. Contractor shall not, and shall ensure that Subcontractors do not use any funds under this Contract to work for or against ballot measures or for or against the candidacy of any person for public office. Political activity of Contractor and Contractor’s officers and employees shall comply with the State Campaign Finances and Lobbying provisions of Chapter 42.17 RCW and the federal Hatch Act, 5 USC 1501-1508. 36. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION. Contractor shall not pay any bonus or commission for the purpose of obtaining approval of Contractor’s application for this Contract or any allocation of funds or foods under the Contract, provided, that reasonable fees or bona fide technical Contractor, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 37. PUBLICITY. The Contractor agrees to submit to WSDA all advertising and publicity matters relating to this Contract which in WSDA’s judgment, WSDA’s name can be implied or is specifically mentioned. The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of WSDA. 38. RECAPTURE. If Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, WSDA reserves the right to recapture funds in an amount to compensate WSDA for the noncompliance in addition to any other remedies available at law or in equity. Repayment by Contractor of funds under this recapture provision shall occur within the time period specified by WSDA. In the alternative, WSDA may recapture such funds from payments due under this Contract. 39. RECORDKEEPING AND REPORTS. 39.1. Contractor shall collect such information as necessary from its Subcontractors to maintain records and prepare reports. 39.2. Contractor shall maintain and make available all books, records, documents, data, and other evidence relating to this Contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Contractor shall maintain records in accordance with Paragraph 9, Audit of these General Terms and Conditions. 39.3. Contractor shall retain such records for a period of six (6) years following the date of final payment under the specific funding program. 39.4. 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 finally resolved. 39.5. Contractor shall submit to WSDA such reports and records as required by this Contract in conformance with the schedule shown in Schedule of Submittals. 39.6. Any report that Contractor fails to deliver on time is delinquent. 39.7. If a report is delinquent for more than ten (10) days, WSDA may withhold Contractor’s funding and/or suspend this Contract. If funding is withheld or the Contract suspended, WSDA may resume funding or reinstate the Contract after Contractor delivers the delinquent reports and has demonstrated to WSDA’s satisfaction that Contractor has taken necessary corrective action to assure timely reporting. 39.8. Contractor shall implement corrective action and notify WSDA if a delinquent report, or expected delinquent report, is caused by a Subcontractor’s failure to report. Request for Proposal No. K3426 Page 34 of 36 40. REGISTRATION WITH THE DEPARTMENT OF REVENUE. If required by law, Contractor shall register with the Washington State Department of Revenue. 41. RIGHTS IN DATA. Unless otherwise provided, data which originated from this Contractor shall be “works for hire” as defined by the U.S. Copyright Act of 1976, and shall be owned by WSDA. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. 42. SAVINGS. If funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal expiration, WSDA may immediately terminate the Contract for convenience in conformance with Paragraph 47, Termination or Suspension, of these General Terms and Conditions. In lieu of termination, the Parties may amend the Contract to reflect the new funding limitations and conditions. 43. SEVERABILITY. If any part of this Contract or any incorporated document is held invalid, such invalidity shall not affect the other provision of the Contract that can be given effect without the invalid provision, if such conforms to law and the purpose of this Contract. To this end, the provisions of this Contract are severable. 44. SUBCONTRACTING. Contractor shall enter into a written contract with each Subcontractor performing any of Contractor’s responsibilities under this Contract before providing Subcontractor with any funding under this Contract. • Contractor shall offer technical assistance to Subcontractors as needed to assist in carrying out the goals of the funding program. • The existence of a subcontract shall not operate to release or reduce the liability of Contractor to WSDA for any breach in the performance of the Contractor’s duties. Contractor is fully responsible to WSDA if a Subcontractor fails to comply with any applicable term or condition of this Contract. Contractor shall appropriately monitor the activities of all Subcontractors. • Contractor shall include in all subcontracts a termination or suspension provisions substantially the same as the termination or suspension provisions in this Contract. 45. SURVIVAL. The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation, or termination of this Contract shall so survive. 46. TAXES. All payments accrued on account of payroll taxes, unemployment contributions, Contractor’s income or gross receipts, any other taxes, insurance, or expenses for Contractor or its staff shall be the sole responsibility of Contractor. 47. TERMINATION OR SUSPENSION. 47.1. Either Party may terminate Contract in whole or in part upon thirty (30) days written notice, regardless of whether termination is for cause or at will. If WSDA terminates because of Contractor’s failure to comply with this Contract (termination for cause), WSDA may provide notice and offer Contractor the opportunity to correct the noncompliance. The notice will provide a time by which the Contractor must return to compliance. If Contractor fails to correct the noncompliance within the time WSDA allows, WSDA may then immediately terminate the Contract. If WSDA terminates the Contract for cause, Contractor may request a dispute review as provided under Paragraph 18, Disp