Farm to Food Pantry Initiative and farm to community projects managed by the Washington State Department of Agriculture

WASHINGTON STATE DEPARTMENT OF AGRICULTURE OLYMPIA, WASHINGTON REQUEST FOR QUALIFICATIONS RFQ NO. K3422 If you download this RFQ 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 RFQ Coordinator in order for your organization to receive any RFQ amendments or bidder questions/WSDA answers. PROJECT TITLE: Support, contract management, training, and technical assistance for farms and hunger relief organizations participating in the Farm to Food Pantry initiative and farm to community projects managed by the Washington State Department of Agriculture (WSDA) Food Assistance programs. WSDA intends to award one contract to provide the services described in this RFQ. PROPOSAL DUE DATE: June 10, 2021 Emailed Bids will be accepted. Faxed bids will not. EXPECTED 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 QUALIFICATIONS: 1. Introduction 2. General Information for Consultants 3. Proposal Contents 4. Evaluation and Contract Award 5. RFQ Exhibits A. Certifications and Assurances B. Minimum Qualifications C. Identification of Costs by Category D. Sample Contract https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Qualifications No. K3422 Page 2 of 36 TABLE OF CONTENTS 1. Introduction ................................................................................................................................ 3 1.1 Purpose and Background 1.2 Objectives and Scope of Work 1.3 Minimum Qualifications 1.4 Funding 1.5 Period of Performance 1.6 Definitions 1.7 ADA 2. General Information for Consultants ........................................................................................... 6 2.1 RFQ Coordinator 2.2 Estimated Schedule of Procurement Activities 2.3 Preproposal Conference 2.4 Submission of Proposals 2.5 Proprietary Information/Public Disclosure 2.6 Revisions to the RFQ 2.7 Minority & Women-Owned 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 Insurance Coverage 3. Proposal Contents ..................................................................................................................... 11 3.1 Certifications and Assurances (Mandatory) 3.1.1 Signed Certifications and Assurances (Exhibit A) 3.2 Qualifications (Mandatory) 3.2.1. Minimum Qualifications (Exhibit B) 3.3 Technical Proposal (Scored) 3.3.1 Project Approach / Methodology 3.3.2 Work Plan Outline 3.3.3 Sample of Work from Previous Projects 3.4 Cost Identification (Mandatory) 3.4.1 Identification of Costs by Category (Exhibit C) 4. Evaluation and Contract Award ................................................................................................. 12 4.1 Evaluation Procedure 4.2 Clarification of Proposal 4.3 Notification to Proposers 4.4 Debriefing 5. RFQ Exhibits…... ......................................................................................................................... 13 Exhibit A Certifications and Assurances Exhibit B Minimum Qualifications Exhibit C Identification of Costs by Category Exhibit D Sample Contract Request for Qualifications No. K3422 Page 3 of 36 1. INTRODUCTION 1.1. PURPOSE AND BACKGROUND The purpose of this RFQ is to provide on-going support of the Washington State Department of Agriculture’s Farm to Food Pantry (F2FP) initiative and related projects. The F2FP initiative assists hunger relief organizations across the state in purchasing fresh produce from their local farmers, increasing access to healthier food options for lower-income residents of Washington while supporting the agricultural community. The initiative functions as an incubator where new market- based farm to food pantry models are being tested every season. The principle purpose of this contract is to provide funding for the Consultant to accomplish a public purpose. The funding must be used to support hunger relief organizations and farmers in Washington State. Specifically, this funding is for project development, grant management of subcontractor pass-through funding, and ongoing project evaluation. WSDA intends to award one contract to provide the services described in this RFQ. 1.2. OBJECTIVES AND SCOPE OF WORK The objective of this RFQ is to identify a non-profit partner to provide on-going support, training and technical assistance for hunger relief organizations and local farmers participating in the F2FP initiative within the state of Washington. This includes supporting other farm to community projects and initiatives directed by WSDA Food Assistance programs. These activities shall include but are not limited to: Activity 1. Develop and submit a comprehensive Farm to Food Pantry (F2FP) work plan to WSDA within thirty (30) days of the contract start date that identifies the following: • Subrecipients must be either a WSDA contractor, subcontractor, or other agricultural organization • Service areas (i.e. counties) • Subrecipient timeframes and deliverables must include the required data metrics to be reported • Communication and outreach plan • Funding allocations by subrecipient Activity 2. Establish and manage subcontracts, including fiscal monitoring, to ensure compliance with WSDA policies. Activity 3. Collaborate with WSDA to create and provide tools, training, and technical assistance that includes: • A guidance document for subrecipients that outlines the following F2FP expectations and participant reporting requirements:  Contracting and purchasing responsibilities  Local match funding  Detailed instructions on how to report  Qualitative and quantitative surveys  Mid-season progress report  Photos with release forms  Established baseline participant criteria for lead agencies, farmers, and food pantries. Request for Qualifications No. K3422 Page 4 of 36 • Provide F2FP subrecipients with resources to help them effectively implement F2FP activities. Resources should include but are not limited to:  Fresh sheet examples  Annual growers meeting resources  Request for match template  Sample grower contracts  Other resources, as applicable • Convene Monthly Meetings  Collaborate with WSDA to host annual kick off meeting  Coordinate with WSDA to develop an agenda one week prior to meeting  Send out agenda to F2FP lead agencies prior to meeting  Prepare and distribute meeting minutes within thirty (30) days of meeting Activity 4. Develop a F2FP Annual Report: • The report must provide detailed information and data from each site for activities that occurred during the initiative time period (Pricing, donations, evaluation of the initiative’s success). Additional details regarding the structure of the report will be determined by WSDA. • Provide an overall data summary and analysis with quantitative and qualitative measures specifically indicated by WSDA Food Assistance • The report shall have a professional and clean design and be of publishable quality. Activity 5. Support additional projects, as needed, such as refrigerator rebate program, TEFAP Farm to Food Bank support and supplies, coordination of trucking, and food system improvements. Activity 6. Communication and Outreach Plan: • Communicating results to WSDA FA, emergency food providers, farmers and stakeholders pilot project information through newsletters, emails, events, and social media. • Work with WSDA FA prior to implementation of full communication and outreach plan. • Contractor shall acknowledge WSDA support in communication and outreach materials, efforts and events about the project. 1.3. MINIMUM QUALIFICATIONS The 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. Request for Qualifications No. K3422 Page 5 of 36 • 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 working collaboratively with state agencies, emergency food providers, farmers, growers and stakeholders to develop projects that benefit the emergency food system and the agricultural community. • The ability to develop educational materials and news articles. • Five years’ experience working with Farm to Food Pantry programs in the state of Washington. • Ability to utilize separate funding to advance payment on established contracts prior to receiving reimbursement from WSDA. 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 these projects are estimated to not exceed $514,000 for the period of July 1, 2021 through June 30, 2023. The contract period is broken into two state fiscal years, SFY 2022 and SFY 2023. An estimated minimum of 85% of this funding shall be passed through to WSDA Food Assistance contractors, subcontractors, and/or other organizations as determined by WSDA Food Assistance to purchase fresh vegetables and fruits direct from local farmers. Support for ancillary farm to community programs such as Farm to Food Bank and rebates may include additional direct and indirect funding support. In the event additional funding becomes available, any contract awarded may be renegotiated to provide for additional related services. 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 RFQ 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 option at its sole discretion to extend the contract for two additional two- year periods. 1.6. DEFINITIONS Definitions for the purposes of this RFQ include: Agency. The Washington State Department of Agriculture (WSDA) is the Agency of the state of Washington that is issuing this RFQ. Consultant. Individual, company, or firm (bidder) submitting a proposal in order to attain a contract with the Agency. Contractor. Individual or company whose proposal has been accepted by the Agency and is awarded a fully executed, written contract. Proposal. A formal offer (bid) submitted in response to this solicitation. Request for Qualifications No. K3422 Page 6 of 36 Request for Qualifications (RFQ). Formal procurement document in which services needed are identified and firms are invited to provide their qualifications to provide the services. 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. 1.7. ADA The WSDA complies with the Americans with Disabilities Act (ADA). Consultants may contact the RFQ Coordinator to receive this Request for Qualifications in Braille or on tape. 2. GENERAL INFORMATION FOR CONSULTANTS 2.1. RFQ COORDINATOR The RFQ Coordinator is the sole point of contact in the Agency for this procurement. All communication between the Consultant and the Agency upon receipt of this RFQ shall be with the RFQ 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 RFQ Coordinator. Communication directed to parties other than the RFQ Coordinator may result in disqualification of the Consultant. 2.2. ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES Issue Request for Qualification May 6, 2021 Question & Answer Period May 6 – May 13, 2021 Preproposal Virtual Conference (if requested by May 14, 2021 11:30 am) May 17, 2021 11:30 am mailto:ekester@agr.wa.gov Request for Qualifications No. K3422 Page 7 of 36 Issue Addendum to RFQ (if applicable) May 18, 2021 Proposals Due June 10, 2021 Evaluate Proposals June 11 - 14, 2021 Announce “Apparently Successful Contractor” and send notification via email to Unsuccessful Consultants June 15, 2021 Hold Individual Debriefing Teleconferences (if requested) June 16, 2021 Negotiate Contract June 17 - 18, 2021 Begin Contract Work July 1, 2021 The WSDA reserves the right to revise the above schedule. 2.3. PREPROPOSAL CONFERENCE If requested by May 14, 2021 11:30 am, a preproposal virtual conference will be scheduled on May 17, 2021 at 11:30 am. 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 RFQ 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 10, 2021. The proposal is to be sent to the RFQ Coordinator at the email and address noted above. The envelope should be clearly marked to the attention of the RFQ 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 RFQ 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. https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Qualifications No. K3422 Page 8 of 36 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 RFQ 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 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 RFQ Coordinator is required. All requests for information should be directed to the RFQ Coordinator. 2.6. REVISIONS TO THE RFQ In the event it becomes necessary to revise any part of this RFQ, 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 RFQ 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. https://agr.wa.gov/about-wsda/contracts-and-procurement Request for Qualifications No. K3422 Page 9 of 17 2.8. ACCEPTANCE PERIOD Proposals must provide sixty (60) days for acceptance by Agency from the due date for receipt of proposals. 2.9. RESPONSIVENESS All proposals will be reviewed by the RFQ Coordinator to determine compliance with administrative requirements and instructions specified in this RFQ. The Consultant is specifically notified that failure to comply with any part of the RFQ may result in rejection of the proposal as non-responsive. The Agency also reserves the right, however, 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 RFQ for incorporation into a contract resulting from this RFQ. 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 B 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 RFQ, in conduct of a presentation, or any other activities related to responding to this RFQ. 2.13. NO OBLIGATION TO CONTRACT This RFQ 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 RFQ. Request for Qualifications No. K3422 Page 10 of 36 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 RFQ. No cost chargeable to the proposed contract may be incurred before receipt of a fully executed contract. 2.16. INSURANCE COVERAGE The Consultant is to furnish the Agency with a certificate of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth below. The Consultant shall, at Consultant’s 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 Agency within fifteen (15) days of the contract effective date. Liability Insurance Commercial General Liability Insurance (CGL): Consultant shall maintain general liability 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. 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 Agency, 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 Agency 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) Request for Qualifications No. K3422 Page 11 of 36 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 the Agency, 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 four major sections of the proposal are to be submitted in the order noted below: 1. Signed Certifications and Assurances (Exhibit A) 2. Minimum Qualifications (Exhibit B) 3. Technical Proposal a. Project Approach / Methodology b. Work Plan Outline c. Sample Work 4. Cost Identification 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. CERTIFICATIONS AND ASSURANCES 3.1.1 SIGNED CERTIFICATIONS AND ASSURANCES (MANDATORY) A. Sign and submit Exhibit A, Certifications and Assurances. Request for Qualifications No. K3422 Page 12 of 36 3.2. QUALIFICATIONS 3.2.1 MINIMUM QUALIFICATIONS (MANDATORY) A. Complete and submit Exhibit B, Minimum Qualifications. 3.3. TECHNICAL PROPOSAL (SCORED) The Technical Proposal must contain a description of service 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 Outline - Include all project requirements and the proposed tasks, services, activities, etc. necessary to accomplish the scope of the project defined in this RFP in outline form. The Consultant may also present any creative approaches that might be appropriate and may provide any pertinent supporting documentation. 3.3.3 Sample of Work from previous Projects – Include applicable links or the printed project reports that you have previously published. . 3.4. COST IDENTIFICATION (Mandatory) 3.4.1. Identification of Costs by Category A. 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. 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 to be designated by the Agency, which will determine the ranking of the proposals. Agency, at its sole discretion, may also elect to select the top-scoring firms as finalists for an oral presentation. Request for Qualifications No. K3422 Page 13 of 36 4.2. CLARIFICATION OF PROPOSAL The RFQ Coordinator may contact the Consultant for clarification of any portion of the Consultant’s proposal. 4.3. NOTIFICATION TO PROPOSERS The Agency will notify the Apparently Successful Contractor of their selection in writing upon completion of the evaluation process. Individuals or firms whose proposals have not been selected for further negotiation or award will be notified separately by email. 4.4. DEBRIEFING Upon request, a debriefing conference will be scheduled with an Unsuccessful Consultant. The request for a debriefing conference must be received by the RFQ Coordinator within one (1) business day after the Notification of Unsuccessful Consultant letter is emailed to the Consultant. The debriefing must be held within two (2) business days of the request. Discussion at the debriefing conference 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. Any Consultant who has submitted a proposal and been notified that they were not selected for contract award may request a debriefing. Complaints and protests may be made only by Consultants who submitted a response to this solicitation document and who have participated in a debriefing conference. This procedure constitutes the sole administrative remedy available to Consultants under this procurement. 5. RFQ EXHIBITS 5.1. Exhibit A: Certifications and Assurances 5.2. Exhibit B: Minimum Qualifications 5.3. Exhibit C: Identification of Costs by Category 5.4. Exhibit D: Sample Contract Request for Qualifications No. K3422 Page 14 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(s): 2. I/we declare that all answers and statements made in the proposal are true and correct. 3. The prices and/or cost identification data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. 4. The attached proposal is a firm offer for a period of sixty (60) days following receipt, and it may be accepted by the Agency without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the sixty (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. (Any exceptions to these assurances are described in full detail on a separate page and attached to this document.) 6. I/we understand that the Agency will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the Agency, 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 identification data that have been submitted have not been knowingly disclosed by the Consultant and will not knowingly be disclosed by him/her prior to opening, directly or indirectly to any other Consultant 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 Consultant 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 Agency the right to contact references and others, who may have pertinent information regarding the Consultant’s prior experience and ability to perform the services contemplated in this procurement. 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 separately attached page. Signature of Proposer Title Date Request for Qualifications No. K3422 Page 15 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. 5 years’ experience working collaboratively with state agencies, emergency food providers, farmers, growers and stakeholders to develop projects that benefit the emergency food system and the agricultural community. The ability to develop educational materials and news articles. 5 years’ experience working with Farm to Food Pantry programs in the State of Washington. Ability to utilize separate funding to advance payment on established contracts prior to receiving reimbursement from WSDA. Request for Qualifications No. K3422 Page 16 of 36 EXHIBIT C: IDENTIFICATION OF COSTS BY CATEGORY Budget Category State Fiscal Year 2022 (7/1/21-6/30/22) State Fiscal Year 2023 (7/1/22-6/30/23) Administration (salaries and benefits) $ $ Operations $ $ Subrecipient Pass-through $ $ Equipment/Supplies $ $ Other $ $ TOTAL BY FISCAL YEAR $257,000.00 $257,000.00 TOTAL BIENNIAL BUDGET $514,000.00 Consultants are required to collect and pay Washington State taxes as applicable. Request for Qualifications No. K3422 Page 17 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 7-1-2019 9-30-2021 $514,000.00 11. Estimated Contract Amount, F2FP Year 1: 7/1/21 – 6/30/22 $257,000.00 Year 2: 7/1/22 – 6/30/23 $ 257,000.00 12. Federal Agency N/A 13. Funding Source: Federal: State: 14. CFDA Number: N/A 15. Contract Purpose Support, contract management, training, and technical assistance for farms and hunger relief organizations participating in the Farm to Food Pantry initiative and farm to community projects managed by the Washington State Department of Agriculture (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: FARM TO FOOD PANTRY AND RELATED PROJECTS - SPECIAL TERMS AND CONDITIONS 1. PROGRAM REQUIREMENTS. Throughout the Contract period, Contractor shall comply fully with all provisions of this Contract and future Amendments. 2. CONTRACTOR'S 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 to support hunger relief organizations and farmers in Washington State. Specifically, this funding is for the Farm to Food Pantry initiative and related projects. Contractor's activities shall include, but are not limited to: Activity 1. Develop and submit a comprehensive Farm to Food Pantry (F2FP) work plan to WSDA within 30 days of the contract start date that identifies the following: A. Subrecipients must be either a WSDA Contractor, Subcontractor, or other agricultural organization (WSU Ext., Conservation District, WDVA, etc.). If subrecipient identified is not a WSDA lead Contractor, WSDA must approve of the agency. B. Service areas (i.e. counties) C. Subrecipient timeframes and deliverables must include the required data metrics to be reported D. Communication and outreach plan E. Funding allocations by subrecipient No action will be taken by [CONTRACTOR] until WSDA approves plan. Activity 2. Establish and manage subcontracts, including fiscal monitoring, to ensure compliance with WSDA policies. Activity 3. Provide tools, training, and technical assistance to participating F2FP agencies. A. Guidance document for subrecipients 1. [CONTRACTOR] will work with WSDA to create and distribute a document that clearly outline the following F2FP expectations and outlines participant reporting requirements: a. Contracting and purchasing responsibilities b. Local match funding c. Detailed instructions on how to enter information on the Google Sheet d. Google qualitative surveys e. Grower appreciation cards f. Mid-season progress report g. Monthly F2FP cohort check-in calls h. Photos with release forms i. Established baseline participant criteria for subrecipients, farmers, and food pantries B. [CONTRACTOR] will provide F2FP participants with resources to help them effectively implement F2FP activities. Resources should include but are not limited to: 1. Fresh Sheet Examples Request for Qualifications No. K3422 Page 18 of 36 2. Grower Round Table Tool Kit 3. Request for Match template 4. Sample Grower Contracts 5. WSDA Washington Grown Seasonality Produce Charts 6. Other resources as applicable 7. Guidelines for using and sharing the Farm to Food Pantry Seal 8. Promotional material/photo release form C. Convene Monthly Meetings 1. [CONTRACTOR] will coordinate with WSDA to develop an agenda one week prior to meeting. 2. [CONTRACTOR] will send out agenda to Farm to Food Pantry subrecipients prior to meeting. 3. [CONTRACTOR] will work with WSDA to ensure F2FP meeting minutes are prepared and distributed within 30 days of meeting. 4. Of the monthly meetings, [CONTRACTOR] will work with WSDA to host annual kick off and wrap-up meetings. Activity 4. Develop an Annual Report A. [CONTRACTOR] will work with WSDA to create and refine an annual summary report. The report must provide detailed information and data from each site for activities that occurred during the initiative time period (Pricing, donations, evaluation of pilot success). 1. The report must be structured using the following outline: a. Executive Summary with key metrics and reach b. Donors and community partners acknowledgments c. Introduction including F2FP background d. Methodology e. Subrecipient highlights f. Improvements g. Spotlights  List of food pantries impacted  WSDA EFAP or TEFAP data  ACS 5 year estimates population and poverty stats  Donor matching funds  Farmer partners  Produce purchased and resulting produce donations 2. All drafts must be submitted to WSDA in Microsoft Word format for ease of editing 3. A photo release form or equivalent must be provided to WSDA for every photo used 4. Acknowledgment that WSDA partnership and funding made the project possible along with funding from any other partners. 5. The WSDA logo (original dimensions) is displayed 6. All publication rights belong to WSDA regardless if publications are developed through a third party. 7. A WSDA publication number determined by WSDA’s communication department is listed. 8. Liberal use of graphs and tables to communicate effective messaging to report audience. 9. Provide an overall data summary and analysis with quantitative and qualitative measures specifically indicated by WSDA Food Assistance that includes: Request for Qualifications No. K3422 Page 19 of 36 a. An assessment and recommendations for future purchasing pilots and expansion options. b. Identification and promotion of effective best practices. c. A focus on program sustainability. d. Promoting local collaborations among food programs, other community-based organizations, as well as statewide organizations and agencies. 10. Any other relevant elements from Activity 1. 11. [CONTRACTOR] will provide original workable documents, files for future program use in Word and PDF formats. B. The Report shall be of publishable quality, and meet the following requirements: 1. Have a professional and clean design that can be used for a variety of formats, including digital, brochures and documents. 2. Images and Tables will be of sufficient resolution to print clearly with no pixilation or quality issues. 3. Any content, including scans must be of sufficient quality and print clearly. 4. Have visual continuity and consistency. 5. Will be available in full print and full digital form. Activity 5. Support additional projects, as needed, such as refrigerator rebate program, TEFAP Farm to Food Bank support and supplies, coordination of trucking, and food system improvements. Activity 6. Communication and Outreach Plan: A. Communicating results to WSDA FA, emergency food providers, farmers and stakeholders pilot project information through newsletters, emails, events, and social media. B. Work with WSDA FA prior to implementation of full communication and outreach plan. C. Contractor shall acknowledge WSDA support in communication and outreach materials, efforts and events about the project. 3. REPORTING. Contractor shall submit timely reports in compliance with this Contract, the General Terms and Conditions, Attachment B, Schedule of Submittals, that includes the following: 3.1. An Invoice Voucher for project general funds that includes dollars spent under the categories of Admin, Operations, Sub-recipient Pass-Through, Equipment and Supplies, and F2FP report as indicated in Attachment A, Budget. Contractor shall include an expanded general ledger for all Contract funds and Contracted services backup documentation with each quarterly expenditure report. Reports are due the on or before 20th of each month following the month in which the expenditures occurred. [CONTRACTOR] must: a. Maintain financial expenditure tracking by funding source b. Collect and maintain all backup documentation 3.2. F2FP Mid-Season Progress Report (DATE) that includes the following site specific data: a. Document donor matching funds and resulting food donations* b. Total pounds of food purchased/donated/gleaned* c. Qualitative data in the form of progress reports collected from sub-recipients (Work with WSDA FA staff to create) d. Other data, as deemed necessary *F2FP Sub-recipients will update Google spreadsheet summarizing the work performed by deadline. 4. COMPENSATION. For Activities 1 – 3 listed in Paragraph 2 of the special terms and conditions, WSDA shall pay an amount not to exceed $XX,XXX upon execution of Contract through [DATE] for the performance of all things necessary for or incidental to the performance of this WSDA F2FP project. Of the $XX,XXX, a minimum of 85% must Request for Qualifications No. K3422 Page 20 of 36 be passed through to WSDA Contractors, WSDA Subcontractors, other agricultural organizations or Farmers for the sole purpose of purchasing fresh vegetables and fruits direct from local farmers. 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 estimated budget categories 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 WSDA FA services under this Contract, including attendance at food bank/farmer related trainings and conferences. Such expenses may include airfare (economy or coach class only), other transportation expenses, lodging and subsistence necessary during periods of required travel. Contractor shall receive compensation for travel expenses at current state of Washington travel reimbursement rate. 5. WRITTEN POLICIES AND PROCEDURES. Contractor shall prepare and maintain written policies and procedures governing its general and Food Assistance 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. 6. SUBCONTRACTING* Contractor shall enter into a written Contract with each Sub-recipient who performs F2FP activities under this Contract before providing Subcontractor with any funding under this Contract. Contractor shall assure that Subcontractor continues to meet the requirements to be eligible as a Subcontractor throughout the Contract term; Contractor shall secure and maintain on file the following Subcontractor information: 6.1 Proof that Subcontractor is a 501(c)(3)tax exempt charitable organization, if Subcontractor is not a public agency. Churches and religious organization associated with a church are exempt from the obligation to prove 501(c)(3)status. If a Subcontractor loses 501(c)(3) status during the Contract term as a result of automatic revocation for failure to file reports, the Subcontractor remains provisionally eligible to receive funding or food but Contractor must require the Subcontractor to reapply for 501(c)(3) status and provide proof of reapplication to Contractor within 30 days of notice of termination. The Subcontract must terminate upon the Subcontractor's failure to timely provide proof of reapplication to Contractor, unless Subcontractor can show good cause for the failure to reapply. Contractor shall require the Subcontractor to forward documentation of IRS recognition of 501(c)(3) status to Contractor within 180 days of the reapplication date. The Subcontract must terminate if a Subcontractor's tax-exempt status is denied or the Subcontractor fails to timely forward proof of status; 6.2 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. 6.3 Contractor shall include in all Subcontracts a termination or suspension provisions substantially the same as the termination or suspension provisions in this Contract. Request for Qualifications No. K3422 Page 21 of 36 * "Subcontractor'' means any association or organization that, by Subcontract with the Contractor, is performing all or part of the services under the Contract. The term does not include the Contractor's employees. The term includes any Subcontractor in any tier. 7. Contractor Operated Sites. 7.1 A Contractor Operated Site is defined as any F2FP distribution sites that are temporarily run by the contractor or one of their volunteers at a non-contractor owned location. This includes apartment buildings, parking lot of a community center, a senior center, food pantry, or meal program. 7.2 Contractors that have Contractor operated sites must ensure that all requirements of the F2FP Subcontract (AGR-2327) are met and that all F2FP distribution sites are listed on Attachment D of this Contract. Request for Qualifications No. K3422 Page 22 of 36 WSDA FOOD ASSISTANCE: FARM TO FOOD PANTRY AND RELATED PROJECTS - 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 to provide emergency food assistance within a county or multi-county region. Contractor ‘sponsored’ site - Any sites or program used for distribution of food that Contractor directly operates, manages, or maintains including any on-site food pantry, any off-site temporary distribution locations, mobile food pantries, or homebound delivery programs. EFAP - Means the Emergency Food Assistance Program supported by State General Funds and subject to WAC 16-740. EFAP Procedures Manual - Means 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 Qualifications No. K3422 Page 23 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, Request for Qualifications No. K3422 Page 24 of 36 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. 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. USC - United States Code. USDA - The United States Department of Agriculture. WAC - Washington Administrative Code. WSDA - The Washington 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 contains 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 agreement. 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 the Subcontractor complies 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. 9. AUDIT. Contractor shall meet the following audit requirements, and submit the required documents from this section to the Food Assistance annually. Request for Qualifications No. K3422 Page 25 of 36 9.1. General Requirements • The Contractor shall maintain, records and accounts in conformance with Paragraph 40, 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. If also receiving State EFAP funding, a Schedule of State EFAP Assistance must be included within the audit. 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. The Schedule of State EFAP Assistance must be included within the audit. 9.4. Federal Funding of $749,999 or less and State Funding of $99,999 or less. 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 in the case of a public agency, a public financial officer who provides services for the Subcontractor, 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) if applicable, and Single Audit Exemption Form (AGR-2207) 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 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. Request for Qualifications No. K3422 Page 26 of 26  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 provision of services. 10.2. Contractor shall include a detailed general ledger for the program’s expenses with every invoice/expenditure report. Upon WSDA’s request, Contractor shall submit supporting documentation (backup). Contractor shall collect and keep on file backup documentation for all Subcontractors’ monthly expenditures. 10.3. 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. 10.4. WSDA will pay Contractor upon acceptance of services provided and receipt of properly completed invoices. 10.5. 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 checks 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. Request for Qualifications No. K3422 Page 27 of 136 16. CONTINUED ELIGIBILITY. Contractor shall ensure that it continues to meet the following requirements throughout the Contract term: 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 thirty (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. If Contractor is not a public agency, Contractor must be registered with the Washington Secretary of State’s office as a nonprofit corporation. 16.3. Churches and religious organizations associated with a church are exempt from the obligations of Paragraph 16. 17. DEBARMENT. 17.1. The Contractor, by signature of 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. • 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 Request for Qualifications No. K3422 Page 28 of 36 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. DISTRIBUTION OF FOOD OR FUNDS, ASSOCIATED SERVICES. 19.1. Contractor shall not sell, exchange, or barter any food purchased with or supported by EFAP funding. 19.2. Contractor shall distribute, without charge, food purchased with and supported with EFAP funding to clients. 19.3. Contractor shall ensure that its operations adhere to a policy of good stewardship of public funds. 20. DUPLICATE PAYMENT. Contractor shall not submit request for payment or reimbursement that duplicates any work to be charged to any other source. 21. EMERGENCY CONTACT. Contractor or Contractor’s designated emergency contact(s) shall be available in the event of natural disasters, extreme weather emergencies, time sensitive food issues, and/or food safety issues occurring at times other than Contractor’s usual office hours or when WSDA’s attempts to contact Contractor’s representative have been unsuccessful. The Contractor shall notify WSDA in writing and within two (2) working days of any changes in personnel serving as emergency contact. In event of an emergency WSDA shall first attempt to contact the Contractor’s EFAP representative identified on the Contract Face Sheet. 22. ETHICS/CONFLICT OF INTEREST. Contractor shall 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. 23. FEDERAL ACCOUNTABILITY & TRANSPARENCY ACT COMPLIANCE. Contractor shall complete the Federal Funding Accountability & Transparency Act (FFATA) Data Reporting Requirements – Attachment B. 24. 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. 25. 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. 26. 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 Request for Qualifications No. K3422 Page 29 of 36 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. 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. 27. 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 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. 28. 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. 29. INSPECTION. Upon reasonable notice and at reasonable times, Contractor shall allow 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 for WSDA and representatives of the Washington State Auditor’s Office to have access to inspect, without notice, facilities storing or distributing foods delivered under this Contract. 30. INSURANCE. 30.1. Contractor shall maintain insurance coverage meeting the following requirements: • Minimum public liability insurance coverage of $1,000,000 per occurrence. • Theft coverage of not less than the replacement value of equipment and inventory purchased with FA funds when the acquisition cost was $5,000 or more. • For using motor vehicles in conducting activities, minimum liability coverage of $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property; in addition, collision and comprehensive insurance against physical damage, including theft, shall be provided except when the cost of the coverage would exceed the value of the vehicle. 30.2. All public or general liability, excess, umbrella, and property insurance policies shall name the state of Washington, Washington State Department of Agriculture (WSDA), its elected and appointed officials, agents and employees as an additional insured. 30.3. Contractor shall purchase fidelity insurance for every person authorized to receive or deposit funds or issue financial documents and instruments of payment in order to provide protection against loss. The amount of coverage must be $100,000, or the highest planned reimbursement per Contract period, whichever is lowest. 30.4. Contractor shall submit the insurance certifications and additional insured endorsements within thirty (30) days of Contract execution and annually thereafter. The additional insured endorsement must be Request for Qualifications No. K3422 Page 30 of 36 an ISO Standard Endorsement CG 2026 or equivalent. If Contractor has submitted insurance certifications and additional insured endorsements under a previous Contract and such documents are still current, Contractor is relieved of the duty to submit again within thirty (30) days of Contract execution. WSDA will terminate the Contract if Contractor fails to timely secure and maintain insurance. In the alternative, WSDA may refuse to reimburse Contractor for any costs until Contractor submits evidence of insurance. 30.5. Contractor may require the Subcontractor to list Contractor, its agents and employees as additional insured. 31. LAWS. Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies, as amended, of local, state, and federal government. 32. 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. 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. Applicable Special Terms and Conditions 33.3. Applicable Budget, Face Sheet 33.4. General Terms and Conditions 33.5. WSDA Instruction 33.6. EFAP Procedures Manual 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. Included with the period of performance is a three month fiscal closeout period ending September 30th as noted in the Contract period. 35. POLITICAL ACTIVITIES. Contractor shall not use any funds or food 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 consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 37. PROPERTY MANAGEMENT. Property purchases made with state funds are subject to the Federal Award Uniform Guidance. Contractor shall comply with the Federal Award Uniform Guidance, Section 200.310 through 200.326, and, as appropriate the EFAP Procedures Manual and Equipment Procurement Request for Qualifications No. K3422 Page 31 of 36 Requirements and Guidelines (AGR PUB 609-454) available from WSDA when undertaking property purchases, procurement, inventory management and disposal. 37.1. Contractor shall obtain WSDA preapproval before purchasing any item costing $5,000 or more by using the Food Assistance Equipment Purchase Request/Approval Form, AGR-2204, regardless of the percentage of FA funding used in the purchase. Preapproval is not required for items costing less than $5,000. Contractor must submit the required form on behalf of any Subcontractor request. 37.2. Property/Equipment purchased at least in part with FA funding and an original purchase price of $5,000 or more must be reported on the Annual Inventory Report Form (AGR-2201). 37.3. Contractor may use equipment purchased with FA funds as a trade-in for other equipment without receiving approval from WSDA, if original purchase price was less than $5,000. 37.4. Contractors must submit the Food Assistance Equipment Disposal Request/Approval Form (AGR- 2203), to WSDA when selling or otherwise disposing of equipment (with an original purchase price of $5,000 or more) purchased with FA funds. 37.5. Contractors must have procurement policies, including inventory policies, in place when they purchase and maintain property purchased with FA funding. Contractors must have an equipment policy for Subcontractors. 37.6. Contractor may not use any funding under this Contract to purchase real property, except that on a case-by-case basis. 38. PUBLICITY. Contractor shall not, publish or use any advertising or publicity materials that states, infers, or implies the name of the state of Washington or WSDA without the prior written consent of WSDA. 39. 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. 40. RECORDKEEPING AND REPORTS. 40.1. Contractor shall collect such information as necessary from its Subcontractors to maintain records and prepare reports as needed under EFAP requirements. 40.2. 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. 40.3. Contractor shall retain such records for a period of six (6) years following the date of final payment under the specific funding program. Request for Qualifications No. K3422 Page 32 of 36 40.4. 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. 40.5. Contractor shall submit to WSDA such reports and records as required by this Contract, in accordance with the schedule in Paragraph 9, Audits and Paragraph 10 Billing and Payments. 40.6. Any report that Contractor fails to deliver on time is delinquent. 40.7. 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. 40.8. 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. 41. REGISTRATION WITH THE DEPARTMENT OF REVENUE. If required by law, Contractor shall register with the Washington State Department of Revenue. 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. 44.1. 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. • Subcontracts, if not those provided by WSDA shall require WSDA prior approval. Contractor may delete with prior approval requirement for Subcontractors to indemnify Contractor and name Contractor as additional insured. WSDA does not warrant that the Subcontract template fully protects Contractor’s needs or interests. WSDA expressly disclaims that the Subcontract template include all of any agreement that may exist between Contractor and Subcontractor. Contractor must rely on itself or seek its own legal counsel to determine the adequacy of any provisions of any agreement it enters into with Subcontractors. • With prior approval, Contractor may include any additional terms in the Subcontracts that Contractor deems necessary for full compliance of its Subcontractors. • Unless using WSDA’s Subcontract templates without modification, Contractor shall submit its Subcontract templates for approval by WSDA before entering into agreements with Subcontractors. Request for Qualifications No. K3422 Page 33 of 36 • Each Subcontract shall be signed by both parties and bind the Subcontractor to all applicable terms of the Subcontract including, but not limited to, the program requirements under which the Subcontractor receives food or funds. • Each Subcontract must be in the legal name of the Subcontractor. Contractor must use Subcontractor’s legal name in all documents referencing the Subcontractor that Contractor submits to WSDA. • Upon WSDA’s request, Contractor shall submit copies of any executed Subcontract to WSDA. 44.2. Contractor shall offer technical assistance to Subcontractors as needed to assist in carrying out the goals of the program. Technical assistance may include but is not limited to: digital and in person training, networking opportunities, nutrition education, or other. 44.3. Contractor shall assure that Subcontractor continues to meet the requirements to be eligible as a Subcontractor throughout the Contract term; Contractor shall secure and maintain on file the following Subcontractor information: • Annually verify that Subcontractor, if not a public agency, has current Internal Revenue Service (IRS) 501(c)(3) tax exempt charitable status.  If a Subcontracting church does not have proof of 501(c)(3) status they may be required to complete Alternate 501(c)(3) Church Verification Form (AGR-2241) verifying that the organization is recognized in the community as a church.  Contractors are authorized to request Subcontractors to complete this church verification form. A “church” may include conventions and associations of churches as well as integrated auxiliaries of a church.  If a Subcontractor loses 501(c)(3) status during the Contract term as a result of automatic revocation for failure to file reports, the Subcontractor remains provisionally eligible to receive funding or food but Contractor must require the Subcontractor to reapply for 501(c)(3) status and provide proof of reapplication to Contractor within thirty (30) days of notice of termination. The Subcontract must terminate upon the Subcontractor’s failure to timely provide proof of reapplication to Contractor, unless Subcontractor can show good cause for the failure to reapply. Contractor shall require the Subcontractor to forward documentation of IRS recognition of 501(c)(3) status to Contractor within 180 days of the reapplication date. The Subcontract must terminate if a Subcontractor’s tax-exempt status is denied or the Subcontractor fails to timely forward proof of status. • Annually verify that Subcontractor is registered with the State of Washington as a nonprofit corporation, if Subcontractor is not a public agency. Churches and religious organization associated with a church are exempt from the obligation to prove Secretary of State Registration. • Current insurance certifications. • Annually verify that Subcontractor is registered with the 211 Statewide Telephone Information and Referral Network system. The food pantry must register within thirty (30) days of the effective start date of its Subcontract. • Verify, no less than annually, that the Subcontractor is not suspended or debarred. 44.4. Contractor must notify WSDA within ten (10) days of any changes to its Subcontractors. 44.5. 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. 34 36 44.6. Contractor shall take action to obtain restitution in connection with any claims against Subcontractor for improper distribution use or loss of, or damage to, foods procured under this Contract. 44.7. Contractor shall conduct program reviews of Subcontractors at least once per Contract period (once every two years). 44.8. Contractor shall take action to correct any Subcontractor noncompliance in conformance with EFAP requirements if the Subcontractor receives food or funds. 44.9. Contractor shall include in any altered Subcontracts, with prior approval, a termination or suspension provision 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, Disputes, of these General Terms and Conditions. 47.2. As an alternative to termination, WSDA may suspend the Contract in whole or in part, effective upon Contractor’s receipt of notice of suspension. If WSDA suspends the Contract because of Contractor’s failure to comply with this Contract, WSDA may provide opportunity for Contractor to correct the noncompliance during the period of suspension. WSDA will not pay any costs associated with suspended work from the time Contractor receives notice of suspension until the time Contractor receives notice from WSDA to resume work. WSDA may terminate Contract as provided by this Paragraph 47 at any time during a period of suspension. 47.3. On the date of receipt of a notice of suspension, and except as otherwise directed by WSDA, Contractor shall: • Continue to perform the work not suspended, if Contract is suspended in part; • Stop work to the extent of the suspension; • Place no further orders or enter into any Subcontracts for materials, services, or facilities related to the Contract and the extent of the suspension; • Notify all Subcontractors, if any, of the suspension; • Provide any reports WSDA requires in connection with the suspended work; and • Allow WSDA access to conduct any necessary inspections or audits. 47.4. On the date of receipt of notice of termination, and as except otherwise directed by WSDA, Contractor shall: Request for Qualifications No. K3422 Page 35 of 36 • Stop work under the Contract, and to the extent specified, in the notice; • Place no further orders or enter into any Subcontracts for materials, services, or facilities related to the Contract; • Notify all Subcontractors, if any, of the termination; • Assign to WSDA all of the rights, title, and interest of the Contractor in any orders or Subcontracts arising under this Contract. WSDA has the right, in its discretion, to settle with Subcontractors for any outstanding amounts or unperformed work; • Preserve and transfer any materials, Contract deliverables, or WSDA property in Contractor’s possession as directed by WSDA; • Provide any reports WSDA requires to close the Contract; and • All WSDA access to conduct any inspections or audits necessary to close the Contract. 47.5. Upon termination, WSDA shall pay Contractor for any valid reimbursable expenses incurred by Contractor under the Contract prior to the date of termination. If Contract is terminated during a period of suspension, WSDA is liable for only any valid reimbursable expenses incurred by Contractor under the Contract prior to the date of suspension. WSDA may withhold any amount due as WSDA reasonably determines is necessary to protect WSDA against potential loss or liability resulting from the termination. WSDA shall pay any withheld amount to Contractor if WSDA later determines that loss or liability will not occur. 47.6. Contractor shall refund WSDA for any misuse or loss of funds or food received by Contractor under this Contract, regardless of whether Contractor has further distributed the funds or food. 47.7. The rights and remedies under this Paragraph 47 are in addition to any other rights and remedies provided under this Contract or as otherwise provide under law. 48. WAIVER. Waiver of any default or breach does not waive any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by WSDA’s Authorized Representative. 49. VOLUNTEERS. Contractor shall make reasonable effort to secure the services of volunteers and other training or work program participants. Request for Qualifications No. K3422 Page 36 of 36 1. INTRODUCTION 1.1. PURPOSE AND BACKGROUND 1.2. OBJECTIVES AND SCOPE OF WORK 1.3. MINIMUM QUALIFICATIONS 1.4. FUNDING 1.5. PERIOD OF PERFORMANCE 1.6. DEFINITIONS 1.7. ADA 2. GENERAL INFORMATION FOR CONSULTANTS 2. 2.1. RFQ COORDINATOR 2.2. ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES 2.3. PREPROPOSAL CONFERENCE 2.4. SUBMISSION OF PROPOSALS 2.5. PROPRIETARY INFORMATION/PUBLIC DISCLOSURE 2.6. REVISIONS TO THE RFQ 2.7. MINORITY & WOMEN-OWNED 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. INSURANCE COVERAGE 3. PROPOSAL CONTENTS 3. 3.1. CERTIFICATIONS AND ASSURANCES 3.2. QUALIFICATIONS 3.3. TECHNICAL PROPOSAL (SCORED) 3.4. COST IDENTIFICATION (Mandatory) 3.4.1. Identification of Costs by Category 4. EVALUATION AND CONTRACT AWARD 4. 4.1. EVALUATION PROCEDURE 4.2. CLARIFICATION OF PROPOSAL 4.3. NOTIFICATION TO PROPOSERS 4.4. DEBRIEFING 5. RFQ EXHIBITS 5. 5.1. Exhibit A: Certifications and Assurances 5.2. Exhibit B: Minimum Qualifications 5.3. Exhibit C: Identification of Costs by Category 5.4. Exhibit D: Sample Contract EXHIBIT A: CERTFICATIONS AND ASSURANCES EXHIBIT B: MINIMUM QUALIFICATIONS Washington State Department of Agriculture Food Assistance Funding Authority: State of Washington RCW 43.23.290