RFP 01-2025 WWCC Childcare Center RFP.docx

Walla Walla Community College Request for Proposal: Childcare Service Provider

Request for Proposal for Walla Walla Community College Childcare Center Services

Introduction

The purpose of this Request for Proposal is to obtain applications from qualified entities to provide affordable, high-quality, on-campus childcare services located at Walla Walla Community College, 500 Tausick Way, Walla Walla, WA 99362.

The childcare facility has most recently been licensed to accommodate 66 children, ages 1 month to 6 years. The center has 5 classroom spaces, each with an adjoining restroom, kitchen and laundry facilities, office and storage spaces, and two play yards (see Attachment E, Floor Plan). Walla Walla Community College (WWCC) supports the center with facility maintenance and repair, and groundskeeping services. The College will also provide Teaching Strategies GOLD curriculum and opportunities to hire student helpers through the federal Work Study program.

The successful contractor will:

· Provide comprehensive childcare services five (5) days a week, Monday through Friday, 12 months a year from 7:00 a.m. to 5:30 p.m., excluding national holidays. The hours may be amended, pending changing childcare needs, by mutual agreement between the successful contractor and the College.

· In addition to the above regular hours, provide drop-in childcare for up to 15 evening college events a year, with advance notice and at the expense of the College for center staff to extend their day.

· Offer infant care and prioritize expanding infant spots to accommodate 8 infants.

· Aim for a ratio that prioritizes serving 60-70% WWCC students, 20-30% WWCC employees and 10-20% community members. Waitlists should prioritize WWCC students, then WWCC employees, then community members.

· Accept all students enrolled in any state or federal childcare subsidy program and put no limits or quotas on the number of students served who receive childcare subsidies.

· Agree to partner with the CCAMPIS program at WWCC and adhere to its terms for payment of childcare fees on behalf of qualifying students.

· Consider offering discounted rates for students who do not qualify for state subsidies.

· Adhere to all listed General and Technical Specifications and Standard Terms and Conditions listed in this Request for Proposal

The successful contractor will enter into a lease agreement with Walla Walla Community College. The lease term will be effective January 1, 2025 for a five-year period, after which it may be renewed on an annual basis. The yearly lease amount will be negotiated during the next phase of the RFP process.

Public Record Clause

As a public entity, all proposals submitted will become the property of Walla Walla Community College and will become a matter of public record once the successful contractor is announced.

Minimum Qualifications Required by the College from Contractors

· Fully licensed and in good standing with the Department of Children Youth and Families to provide childcare services in the State of Washington.

· Minimum of five (5) years of experience providing childcare services to multiple age groups.

Bids that do not meet the minimum qualifications above and submit required documents listed below shall be deemed non-responsive and will not be evaluated by the scoring committee.

Tentative Timeline

Bid Protocol

This contract is to provide affordable, high-quality childcare services on Walla Walla Community College’s Walla Walla Campus as described above. Total points possible are 1,000. The top contractors will be invited to Walla Walla Community College for a personal interview, a tour of the childcare center, and will be asked to allow Walla Walla Community College to conduct a walk-through of an existing childcare center operated by the contractor, so long as the contractor has another center currently in operation. The contractor with the most points will be contacted for contract finalization.

In general, bids from Walla Walla Community College employees and/or the Washington Public Employees Association (WPEA) will not be considered a conflict of interest; however, special or unique circumstances may create a conflict of interest that may be deemed unacceptable. As a result, all proposals shall be reviewed and considered on a case-by-case basis in relation to any possible conflict of interest.

All questions related to this RFP shall be directed to the Purchasing Manager at the contact information listed below. All inquiries shall be in writing and shall reference the appropriate section and paragraph number of this document. Email questions are preferred. Questions received less than seven (7) calendar days prior to Proposal due date and time will not be considered. Only questions answered by formal written addenda shall be binding. Oral interpretations shall be without legal effect.

Proposals are to be mailed, e-mailed, or hand-delivered to:

Walla Walla Community College Attn: Nick Chamberlin, Purchasing Manager 500 Tausick Way Walla Walla, WA 99362

Please submit your Proposal in the following order and label each section as outlined below:

1. Introduction

1.1. Prepare a letter of introduction to Walla Walla Community College. Review Attachment A.

1.2. Submit Attachment B Signed.

Contractors are requested to respond to each of the following items on a separate page. Your response should be identified with your company name in the header of every page. Proposals that do not comply with this request will be considered as non-responsive. Each response to this Request for Proposal will be judged on the following criteria:

2. Company Profile (100 points):

2.1. List your company’s officers and provide an organization chart down to the proposed director of the childcare center.

2.2. List the address of the company’s headquarters and each location where it operates a childcare center.

2.3. Beginning from the year 2010, list all contracts in which the company has operated one or more childcare or early learning centers and for each year list the locale where and the organization(s) to whom these services were provided during that year.

2.4. Has the company, or any officer or employee thereof, ever been involved or associated with a childcare center that has had a license denied, suspended, or revoked? If yes, please explain.

2.5. Has the company, or any officer or employee thereof, ever had a status or taken any action that is listed in WAC 170-295 as cause for denial, suspension, revocation, or non-renewal of a license? If so, describe the status or action(s) and the date(s) thereof, and state the outcome.

2.6. Provide copies of financial statements showing the company’s operations for its three most recent fiscal years.

2.7. Are you currently accredited through NAEYC or any other accreditation body? Are you participating in Early Achievers, and if so, at what level are you rated?

3. Operation of Walla Walla Community College Childcare Center (300 points):

Note: WAC Chapter 170-295 must be considered for all the following answers in this section.

3.1. State who you intend to be the director of the center. What is their education and experience, and do they meet the Requirements for The Facility Director as stated in Section 8 of the General and Technical Specifications.

3.2. State the educational, experience, on-going training, and other requirements or qualifications you will require for each employee of the center. Provide sample copies of the written policies and procedures you will use for (1) personnel and (2) staff training and development.

3.3. State how you intend to conduct any criminal history and background checks on applicants for employment and employees at the center in consideration of WAC Chapter 388-06.

3.4. Describe the educational activity program/curriculum you will provide for children at the center and how it will meet the requirements of WAC Chapter 170-295. Describe your familiarity and comfort with implementing Teaching Standards GOLD curriculum.

3.5. Provide current sample copies of the written policy and procedure information you will provide to the parents.

3.6. Provide current sample copies of the written health policies and procedures you will use in the center.

3.7. Describe how the nutritional needs of children in the center will be met, including meals and snacks. Submit a three-(3) week sample menu.

3.8. Describe how you will ensure and monitor compliance with the requirements in WAC Chapter 170-295 for general safety and maintenance at the center.

3.9. Describe how you will ensure and monitor compliance with the requirements in WAC Chapter 170-295 for appropriate outdoor and indoor play areas.

3.10. Explain how you will address cultural relevancy in your program.

3.11. Please describe your plan for operation and level of service (i.e. hours of operation, yearly calendar, methods of recruitment, rate schedules (full day rates, part day rates, weekly/monthly rates, flexible scheduling?), and cost of service to students, WWCC employees, and community members. See Attachment D for a sample of the College’s yearly calendar.

4. Budget and Fees (300 points):

4.1. Provide a detailed annual operating budget for the childcare center, including but not limited to salaries, benefits, employee taxes, itemized goods and services, travel, training, State sales tax, and other State, County or City taxes, etc. Include one-time, startup costs, and transition costs.

4.2. List all fees and other charges you will impose on clients of the Facility during the period of the contract, including registration fees, late fees, meal and snack fees, etc.

4.3. Describe how, if at all, you will make any changes to those fees and charges.

5. References (300 points):

5.1. Identify, by name, address, business telephone number, and contact person, at least three unrelated and unaffiliated organizations and/or parents to whom you have recently provided childcare services, within the last twelve months, and briefly describe the services performed for each. Complete Attachment C.

Walla Walla Community College will evaluate all proposals and rank them. Reference checks will be made using Attachment C information.

GENERAL AND TECHNICAL SPECIFICATIONS

1. BUILDING USE

In exchange for services to students and employees described in this RFP, Walla Walla Community College will make available Walla Walla Community College Childcare Center (the Facility) located at 500 Tausick Way, Walla Walla, WA. Contractor shall agree to a separate annual lease agreement for use of the Childcare Center in an amount yet to be determined.

2. CONFLICT OF INTEREST

In general, bids from Walla Walla Community College employees and/or the Washington Public Employees Association will not be considered a conflict of interest; however, special or unique circumstances may create a conflict of interest that may be deemed unacceptable.

3. REPORTS

The Contractor shall submit a copy of the annual report, at the end of the fiscal year, to the Contract Administrator. The report shall include a financial statement and a summary of activities and services. The Office of the Vice President of Student Services will be the keeper of all related reports.

4. MAINTENANCE, REPAIR AND SIGNAGE

Maintenance and repair of the Facility and fixed equipment will be provided by Walla Walla Community College. The Contractor will make no repairs, alterations, or modifications of any kind to any Walla Walla Community College property. The Contractor will not modify current signage or install signage without the written permission of Walla Walla Community College.

5. HEALTH AND SAFETY REGULATIONS

The Contractor shall comply with all state and local health, safety, and sanitation regulations relating to personnel and maintenance of the Facility. At all times the Contractor and facility staff shall meet the requirements of and be fully licensed in accordance with chapters 74.15 RCW and WAC 170-295.

6. FACILITY USAGE

The Facility shall be used exclusively for the purposes outlined in this agreement and will be available for the Early Childhood Education students for educational activities, including practicums, cooperative work experiences and field observations.

7. PARTY RESPONSIBILITIES

A. Walla Walla Community College will:

1. Provide the facilities and furnish the services of its maintenance staff when available, as required for the proper maintenance and repair of facilities, and major fixed equipment used in the operation of the Facility.

2. Permit the Contractor to use the partially furnished and equipped facility.

3. Provide an operations calendar for the guidance of the Contractor prior to the beginning of each fiscal year (July 1) which shall be subject to modification by mutual agreement.

4. Be responsible for and assume the costs of the following:

a. Painting and major capital replacements or additions when deemed appropriate by Walla Walla Community College.

b. Grounds maintenance and snow removal.

c. Maintenance of the building and building systems.

d. Repair and replacement of all major fixed equipment and furnishings, including replacing equipment having a useful life of more than five (5) years. Equipment with a shorter useful life shall be the Contractor's responsibility.

e. Provide all necessary keys to ensure that the Contractor's supervisory personnel will have access to all the areas within the Facility in accordance with Walla Walla Community College's key policy

f. Provide extermination and pest control services as deemed necessary by Walla Walla Community College and the Contractor.

g. Utility costs to include electric, natural gas, water, sewer, garbage, and irrigation assessment.

h. Security at the current service delivery level provided to Walla Walla Community College campus.

B. The Contractor will:

1. Comply with all terms and conditions of this agreement and the attached Proposed Contract Agreement (Attachment A).

2. Meet the minimum licensing requirements of the Department of Children Youth and Families (WAC 170-295) and charge DCYF approved rates to all DCYF clients.

3. Provide comprehensive childcare services five (5) days a week, Monday through Friday, 12 months a year from 7:00 a.m. to 5:30 p.m., excluding national holidays. The hours may be amended, pending changing childcare needs, by mutual agreement between the successful contractor and the College.

4. In addition to the above regular hours, provide drop-in childcare for up to 15 evening events a year, with advance notice and at the expense of the College for center staff to extend their day.

5. Offer infant care and prioritize expanding infant spots to accommodate 8 infants.

6. Aim for a ratio that prioritizes serving 60-70% WWCC students, 20-30% WWCC employees and 10-20% community members. Waitlists should prioritize WWCC students, then WWCC employees, then community members.

7. Accept all students enrolled in any state or federal childcare subsidy program and put no limits or quotas on the number of students served who receive childcare subsidies.

8. Agree to partner with the CCAMPIS program at WWCC and adhere to its terms for payment of childcare fees on behalf of qualifying students.

9. Consider offering discounted rates for students who do not qualify for state subsidies.

10. Use Teaching Standards GOLD Curriculum for a period of 10 years.

11. Keep an updated website with posted rates/rate schedules, parent handbook and enrollment procedures.

5. Provide custodial services for the Facility.

6. Pay and be responsible for all costs of operations, including, but not limited to all operating and supply costs, cleaning, memberships, licenses, postage, office material, food, art, craft, small equipment, curriculum materials, printing, travel training, license fees, bad debts, contracted services, and any other costs associated with operations of the program. It is agreed that "small equipment" shall include, without limitation, all personal property having a useful life of less than five (5) years.

7. Shall acknowledge receipt of a physical inventory of movable equipment and supplies furnished by Walla Walla Community College prior to the start of this contract. Additionally, the Contractor is to take a physical inventory of the movable equipment annually, providing a copy of the results to the Contract Administrator. The Contractor must notify Walla Walla Community College two weeks in advance of taking the inventory, and Walla Walla Community College may choose to observe the taking of the inventory. The Contractor shall maintain and keep in safe and in good repair all movable equipment such as, but not limited to tricycles, high chairs, mats, etc.

8. Shall return and surrender all Walla Walla Community College furniture, fixtures, and equipment used by the Contractor in the Facility at the expiration of the contract in as good condition as when received, ordinary wear and tear and acts of God accepted.

9. Maintain accurate, complete, and separate books of accounts according to State standards including but not limited to: financial accounting, audit, payroll, human resources, procurement, record retention or other systems, methods, infrastructures or practices reflecting its operation at Walla Walla Community College, on a fiscal year basis (July I - June 30), together with appropriate supporting data and documents. These books and records must be available for audit by the State Auditor or Walla Walla Community College.

10. Supply all linens, towels, uniforms, and bedding and all laundry service costs.

11. Provide transportation and vehicle costs required for the operation.

12. Pay for all labor costs including salaries, wages, social security tax, unemployment, industrial insurance, and other state taxes, and employee benefits.

13. At the expense of the Contractor, provide mandatory background checks using finger print ID of all on-site employees of the childcare facility. WAC 388-06

14. In accordance with WAC Chapter 170-295 regarding nutrition, the Contractor will provide a nutritional lunch with a morning and afternoon snack. Special lunch accommodations will be provided for children with food allergies. The Contractor may choose to provide the meals/snacks or sub contract out with Walla Walla Community College's permission.

15. Collect all monies charged to parents of children using the center and assume responsibility for all bad debts.

16. Pay all other expenses or costs not expressly specified as being borne by Walla Walla Community College.

17. Secure and pay for all insurance costs. The Contractor must demonstrate that they have insurance as follows:

A. COMPREHENSIVE GENERAL BODILY INJURY LIABILITY INSURANCE

B. COMPREHENSIVE PROPERTY DAMAGE INSURANCE

C. COMPREHENSIVE AUTOMOBILE BODILY INJURY INSURANCE

and Comprehensive Automobile Property Damage Insurance

PER OCCURRENCE

· $1,000,000 or $2,000,000 each occurrence/aggregate Bodily Injury and Property Damage combined single limit.

· Corporal punishment and abuse/molestation coverage for $1,000,000 included in excess liability or umbrella policy.

· $50,000 fire damage legal liability

· $5,000 medical payments.

D. EMPLOYER'S LIABILITY INSURANCE, on an occurrence basis, in an amount not less than $1,000,000.

E. COMMERCIAL GENERAL LIABILITY

F. AUTO LIABILITY INSURANCE

· $1,000,000 Bodily Injury/Property Damage Combined singe G. EXCESS LIABILITY INSURANCE, in an amount not less than $1,000,000 per occurrence/aggregate excess of primary liability policies.

H. NAME AND ADDRESS OF INSURANCE CERTIFICATE HOLDER SHALL BE LISTED AS:

Walla Walla Community College

I. BODILY INJURY LIABILITY AND PROPERTY DAMAGE LIABILITY INSURANCE: The Contractor shall take and maintain the foregoing coverage during the life of this contract and for a twenty-four (24) month tail on a "claims made" basis.

J. Insurance Company and the authorized agent shall be licensed or approved with the Washington State Insurance Commissioner per Title 48 RCW.

8. REQUIREMENTS FOR THE FACILITY DIRECTOR

In addition to the requirements of WAC 170-295-1010 the Director should have an earned a Bachelor's degree in early childhood education/child development or a related degree and have a minimum of five years of experience operating an institutional Facility. There must be a minimum of forty-five (45) credits of work completed in Early Childhood education and two years of experience with children ages 0 to 6 and 9 credits of specialized college-level course work in administration, leadership and management, which can be in school administration, business management, communication, technology early childhood management or administration, or some combination of these areas.

9. TRANSITION

The contractor must be able to transition into the Facility during the Fall months, being ready to provide services at the first day of Walla Walla Community College Winter Quarter 2025.

10. EVALUATION OF SERVICE

Evaluation of the Facility services shall be conducted on an ongoing basis by both the Contractor and Walla Walla Community College.

Key Performance Measures The Contractor's performance will be based on the following measures:

a. Licenses and Laws: Licensing agencies and authorities report when queried that all necessary operating licenses are in place and are clear of any corrective actions and that Contractor operations are in complete compliance with applicable State, County or City laws and regulations.

b. Curriculum: Vice Presidents of Instruction and Student Services and applicable faculty report that the early learning curriculum used by the Contractor is current, relevant, and appropriate for the program.

c. Financial: Contract administrator determines after a review of the program enrollments and fiscal records and reports provided by the Contractor that the childcare operations are fiscally solvent.

d. Health and Safety: Related agencies report when queried that the Contractor operations is adhering to all health and safety standards clear of any corrective actions and is maintaining a healthy and safe educational environment.

e. Service Survey: Parents report via a survey that childcare services are appropriate and fulfilling the needs and mission of the child

STANDARD TERMS AND CONDITIONS

The terms and conditions in this section apply to all requests for proposals except as noted.

1. AWARD FACTORS

Criteria: Walla Walla Community College contracts shall be awarded to the lowest and most responsible and responsive contractor subject to the preferences provided by law. Award criteria shall include all factors identified in RCW 39.26.160 and the contractual requirements provided herein. Minority and Women-Owned Business Enterprises (MWBE) preference will be included in the evaluation of Proposal.

2. RIGHTS RESERVED

Subject to the provisions of Chapter 39, Procurement of Goods & Services, the state reserves the right to:

a. Waive any informality.

b. Reject any or all Proposals, or portions thereof.

c. Reissue an RFP or negotiate under provisions outlined therein.

d. Award on an "all or none" consolidated basis taking into consideration reduction in administrative costs as well as unit bid prices.

3. TERM OF CONTRACT

The initial term of the contract shall be for five (5) years, commencing January 1, 2025, and ending December 21, 2029 renewed on a yearly basis after the initial five (5) year term.

4. ENTIRE AGREEMENT

This document, including all addenda and subsequently issued change notices, comprises the entire agreement between Walla Walla Community College and the Contractor and shall be governed by the laws of the State of Washington incorporated herein by reference. The venue for legal action shall be the Superior Court for the State of Washington, County of Walla Walla. Walla Walla Community College reserves the right to reject Proposals that propose alternate or additional terms and conditions.

5. ACCESS TO DATA

The Contractor shall provide access to data generated under this contract to Walla Walla Community College, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions and recommendations of the Contractor's reports, including computer models and methodology for those models.

6. ADVANCE PAYMENTS PROHIBITED

No payments in advance of or in anticipation of goods or services to be provided under this contract shall be made by Walla Walla Community College.

7. 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 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.

8. CONTRACT CHANGES

No alteration in any of the terms, conditions, or contractual requirements herein shall be effective without the written consent of the Contract Administrator as evidenced by issuance of a contract change notice by Walla Walla Community College.

9. CONTRACT ADDITIONS OR DELETIONS

Walla Walla Community College reserves the right to add or delete items or locations, as determined to be in the best interest of Walla Walla Community College. Added items or locations will not represent a significant increase or decrease in size or scope of the contract. Such additions or deletions will be by mutual agreement, will be at prices consistent with the original bid price margins, and will be evidenced by issuance of a written contract change notice from the Contract Administrator.

10. CONTRACT EXTENSIONS

Walla Walla Community College reserves the right to extend this contract one or more times subject to mutual agreement with price increments not to exceed increases in the Consumer Price Index for the greater- Seattle area. Total contract duration with extensions shall not exceed ten (10) years.

11. CONTRACT BREACH, DEFAULT, TERMINATION

Breach: A breach of a term or condition of the contract shall mean any one or more of the following events: (I) Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to the contract signed by Walla Walla Community College; (2) Contractor breaches any warranty or fails to perform or comply with any term or agreement in the contract; (3) Contractor makes any general assignment for the benefit of creditors; (4) in Walla Walla Community College's sole opinion, Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder; (5) Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors; (6) any receiver, trustee, or similar official is appointed for Contractor or any of the Contractor's property; (7) Contractor is determined to be in violation of federal, state, or local laws or regulations and that such determination, in Walla Walla Community College's sole opinion renders the Contractor unable to perform any aspect of the contract.

Default: A Contractor may be declared in default for failing to perform a contractual requirement or for a material breach of any term or condition.

Termination for Convenience: Walla Walla Community College may terminate this contract, in whole or in part, at any time and for any reason by giving thirty (30) calendar days written termination notice to Contractor. Termination charges shall not apply unless they are subsequently agreed upon by both parties. Where termination charges are applicable, both parties agree to negotiate in good faith and to limit the extent of negotiations to valid documented expenses incurred by Contractor prior to date of termination. Should the parties not agree to a satisfactory settlement, the matter may be subjected to mediation and/or legal proceedings.

Termination Due to Funding Limitations: In the event funding from state, federal, or other sources is formally withdrawn, reduced, or limited in any way after the effective date of this contract and prior to normal completion, Walla Walla Community College may terminate the contract. Notification of a formal change in funding will be communicated to the subcontractor within twenty-four hours by phone and email to be followed with a signed, written notification of termination or reduction. Walla Walla Community College and the Contractor may, however, renegotiate this contract under any such new funding limitations and conditions.

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

Termination by Mutual Agreement: Walla Walla Community College or the Contractor may terminate this contract in whole or in part, at any time, by mutual agreement with ninety (90) calendar day's written notice from one party to the other.

Sanctions: Any violations of the mandatory provisions of this contract shall be a material breach of contract for which the contractor may be subject to a requirement of specific performance, or damages and sanctions provided by contract, by RCW 39.19.090, or by other applicable laws.

12. CONTRACT OPPORTUNITY TO CURE DEFAULT

Events: In the event that Contractor fails to perform a contractual requirement or materially breaches any term or condition, Walla Walla Community College may issue a written notice of default and provide a period of time in which Contractor shall have the opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor's liability for liquidated or other damages. Walla Walla Community College is not required to allow the Contractor to cure defects if the opportunity for cure is not feasible as determined solely by Walla Walla Community College.

Walla Walla Community College may terminate the contract for non-performance, breach or default without allowing the opportunity to cure by the Contractor.

Remedies: If the non-performance, breach or default remains after Contractor has been provided the opportunity to cure, Walla Walla Community College may do one or more of the following:

a. Exercise any remedy provided by law.

b. Terminate this contract and any related contracts or portions thereof.

c. Impose liquidated damages.

d. Suspend Contractor from receiving future Invitations for Bid.

13. CONTRACT RIGHTS AND REMEDIES

In the event of any claim for default or breach of contract, no provision in this document or in the contractor's offer shall be construed, expressly or by implication, as a waiver by Walla Walla Community College of any existing or future right and/or remedy available by law. Failure of Walla Walla Community College to insist upon the strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract or by law, or the acceptance of (or payment for) materials, equipment or services, shall not release the Contractor from any responsibilities or obligations imposed by this contract or by law, and shall not be deemed a waiver of any right of Walla Walla Community College to insist upon the strict performance of the contract

14. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION

The Contractor shall not use or disclose any information concerning Walla Walla Community College, or information that may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of Walla Walla Community College, or as may be required by law.

Personal information including. but not limited to, "Protected Health lnformation," collected, used, or acquired in connection with this contract shall be protected against unauthorized use, disclosure, modification or loss. Contractor shall ensure its directors, officers, employees, subcontractors or agents use personal information solely for the purposes of accomplishing the services set forth herein. Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell, or otherwise make known to unauthorized persons personal information without the express written consent of the agency or as otherwise required by law.

Any breach of this provision may result in termination of the contract and the demand for return of all personal information. The Contractor agrees to indemnify and hold harmless Walla Walla Community College for any damages related to the Contractor's unauthorized use of personal information.

15. CONFLICT AND SEVERABILITY

Conflict: In the event of conflict between contract documents and applicable laws, codes, ordinances, or regulations, the most stringent or legally binding requirement shall govern and be considered a part of this contract to afford Walla Walla Community College maximum benefits.

Severability: Any provision of this document found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the document.

16. CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, Walla Walla Community College may, in its sole discretion, by written notice to the Contractor terminate this contract if it is found after due notice and examination by Walla Walla Community College that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the Contractor in the procurement of, or performance under this contract.

In the event this contract is terminated as provided above, Walla Walla Community College shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the contract by the Contractor.

The rights and remedies of Walla Walla Community College provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

17. COVENANT AGAINST CONTINGENT FEES

The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Contractor for securing business.

Walla Walla Community College shall have the right, in the event of breach of this clause by the Contractor, to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee.

18. DETERMINATION OF RESPONSIBILITY

During Proposal evaluation, Walla Walla Community College reserves the right to make reasonable inquiry to determine the responsibility of any Contractor. Requests may include, but not be limited to, financial statements, credit ratings, references, record of past performance, on-site inspection of contractor's, or contractor's subcontractor's facilities.

Failure to respond to said request(s) will be sufficient reason to consider the bid non-responsive.

During the contract term, should the Contractor be determined to be in violation of federal, state, or local laws or regulations, Walla Walla Community College reserves the right to modify its initial determination of responsibility at the time of award and to take other action as determined appropriate, including but not limited to termination of the contract.

19. DISALLOWED COSTS

The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors.

20. DUPLICATE PAYMENT

Walla Walla Community College shall not pay the Contractor, if the Contractor has charged or will charge the state of Washington or any other party under any other contract or agreement, for the same services or expenses.

21. ESTABLISHED BUSINESS

To be considered responsive, Contractor must, prior to commencing performance, or prior to that time if required by law or regulation including but not limited to RCW 18.27 et seq, be an established business firm with all required licenses, bonding, facilities, equipment and trained personnel necessary to perform the work as specified in the bid solicitation. All contractors must have Federal Tax Identifier Number as required by IRS regulations and Uniform Business Identifier Number required by Department of Revenue (800) 647-7706. Questions regarding specific licenses should be directed to Department of Licensing at (800) 451-7985.

The state reserves the right to require proof of said requirements including business references within ten (10) calendar days from the date of request.

22. FORCE MAJEURE

Definition: Except for payment of sums due, neither party shall be liable to the other or deemed in default under this contract if and to the extent that such party's performance of this contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences.

Notification: If either party is delayed by force majeure, said party shall provide written notification within forty-eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall be provided. The time of completion shall be extended by contract modification for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this contract.

Rights Reserved: Walla Walla Community College reserves the right to cancel the contract and/or purchase materials, equipment or services from the best available source during the time of force majeure, and Contractor shall have no recourse against Walla Walla Community College.

23. INDEMNIFICATION

Contractor expressly agrees to indemnify, defend, and hold harmless Walla Walla Community College and its officers, agents, and employees for any claim arising out of or incident to Contractor’s performance or failure to perform the contract. Contractor’s obligation to indemnify, defend, and hold harmless Walla Walla Community College shall not be eliminated or reduced by any actual or alleged concurrent negligence of Walla Walla Community College and its agents, agencies, employees and officials.

Contractor waives its immunity under Title 51 RCW to the extent required to indemnify, defend, and hold harmless Walla Walla Community College and its agencies, officers, agents or employees.

24. INDEPENDENT CAPACITY OF THE CONTRACTOR

The parties intend that an independent Contractor relationship will be created by this contract. The Contractor and his or her employees or agents performing under this contract are not employees or agents of Walla Walla Community College. The Contractor will not hold himself/herself out as or claim to be an officer or employee of Walla Walla Community College or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege, or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the Contractor.

25. LEGAL FEES

The Contractor covenants and agrees that in the event suit is instituted by Walla Walla Community College for any nonperformance, breach or default on the part of the Contractor, and the Contractor is adjudged by a court of competent jurisdiction, the Contractor shall pay to Walla Walla Community College all costs, expenses expended or incurred by Walla Walla Community College in connection therewith, and reasonable attorney's fees.

26. LIMITATION OF AUTHORITY

Only Walla Walla Community College or the Contract Administrator by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless they are in writing and signed by personnel authorized to bind each of the parties.

27. NONDISCRIMINATION

During the performance of this contract, the Contractor shall comply with all federal and state nondiscrimination laws, regulations, and policies.

28. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS

In the event of the Contractor's non-compliance or refusal to comply with any nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with Walla Walla Community College. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Contract Opportunity to Cure Default" procedure set forth herein.

29. PERSONAL LIABILITY

It is agreed by and between the parties hereto that in no event shall any official, officer, employee or agent of the state of Washington be in any way personally liable or responsible for any covenant or agreement herein contained whether expressed or implied, nor for any statement or representation made herein or in any connection with this agreement

30. PROTESTS

Protests shall be filed and resolved in accordance with RCW 39.26.170, Complaints - Protests. Protests filed prior to award are to be addressed to the Contract Administrator in charge of the bid. Protests filed after the award must be filed within five (5) days from the date that Walla Walla Community College announces bid results, and in accordance with above referenced RCW, are to be addressed to the Vice-President of Administrative Services, Walla Walla Community College Business Office, 500 Tausick Way, Walla Walla, WA. 99362.

31. PUBLICITY AND ADVERTISING

The Contractor agrees to submit to the Contract Administrator all advertising and publicity matters relating to this contract wherein Walla Walla Community College's name is mentioned or language used from which the connection to Walla Walla Community College's name may, in the Contract Administrator's judgment, be inferred or implied.

The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent from the Contract Administrator.

32. RECORDS MAINTENANCE

The Contractor shall maintain 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 that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract.

Contractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by Walla Walla Community College, personnel duly authorized by Walla Walla Community College, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

33. REGISTRATION, TAXES, FEES, AND LICENSES

Registration with the Department of Revenue: The Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this contract.

a. Taxes: Where required by state statute or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for contract performance. Unless otherwise indicated, the Contractor agrees to pay state of Washington sales or use taxes on all applicable consumer services and materials purchased.

b. Industrial Insurance Coverage: The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the 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, Walla Walla Community College may collect from the Contractor the full amount payable to the Industrial Insurance accident fund and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&l's right to collect from the Contractor.

c. Fees/Licenses: It is the Contractor's sole responsibility to monitor and determine any changes or the enactment of any subsequent regulations for fees, assessments or charges and to immediately comply with said changes or regulations during the entire term of this contract.

34. RIGHT OF INSPECTION

The Contractor shall provide right of access to The Facility to Walla Walla Community College, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this contract.

35. SUBCONTRACTS/ASSIGNMENT

The Contractor shall not enter into subcontracts for any of the work contemplated under this contract without obtaining prior approval of Walla Walla Community College through written contract amendment. In no event shall the existence of the subcontract operate to release or reduce the liability of the Contractor for any breach in the performance of the Contractor's duties. This clause does not include contracts of employment between the Contractor and personnel assigned to work as employees of the Contractor.

Additionally, the Contractor is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this agreement are carried forward to any approved subcontracts. Contractor and its subcontractors agree not to release, divulge, publish, transfer, sell, or otherwise make known to unauthorized persons personal information without the express written consent of the agency or as provided by law.

36. SUPERVISION AND COORDINATION

Contractor shall:

a. Competently and efficiently supervise and direct the implementation and completion of all contract requirements specified herein.

b. Designate in its Proposal to Walla Walla Community College, a representative(s) with the authority to legally commit Contractor's firm. All communications given or received from the Contractor's representative shall be binding on the Contractor.

37. SITE SECURITY

While on Walla Walla Community College premises, Contractor, its agents, employees or subcontractors shall conform in all respects with physical, fire or other security policies or regulations.

38. TREATMENT OF ASSETS

Any property of Walla Walla Community College furnished to the Contractor shall, unless otherwise provided herein or approved by Walla Walla Community College, be used only for the performance of this contract.

The Contractor shall be responsible for any loss or damage to property of Walla Walla Community College that results from the negligence of the Contractor or that results from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices.

If any Walla Walla Community College property is lost, destroyed or damaged, the Contractor shall immediately notify Walla Walla Community College and shall take all reasonable steps to protect the property from further damage.

The Contractor shall surrender to Walla Walla Community College all property of Walla Walla Community College prior to settlement upon completion, termination or cancellation of this contract.

All reference to the Contractor under this clause shall also include Contractor's employees, agents or Subcontractors.

39. WORKERS RIGHT TO KNOW

Department of Labor and Industries has established a program to make employers and employees more aware of the hazardous substances in their work environment. The Contractor will abide by all ''right to know" legislation and WAC 296-62-054 which requires, among other things, that all manufacturers/distributors of hazardous substances must include with each delivery completed Material Safety Data Sheets (MSDS) for each hazardous material.

Attachment A: Proposed Contract Agreement

This Agreement is made this 1st day of January 2025, by and between Washington State Community College District 20, Walla Walla Community College, Walla Walla, Washington hereinafter called “COLLEGE,” and Contractor’s Company Name hereinafter called “CONTRACTOR.”

PURPOSE

The purpose of this Agreement between the College and the Contractor…