RFQ 1-2025 WWCC SRSRB 40' reefer.docx

REQUEST FOR QUOTE

Walla Walla Community College 500 Tausick Way Walla Walla, WA 99362

RFQ 01-2025

(509) 527-4280

Please provide pricing for the items/scope of work listed below.

Unless otherwise indicated within this RFQ/RFP, this RFQ/RFP is to be considered an all-or-nothing bid. Partial bids will be deemed an incomplete bid and will not be considered. WWCC reserves the right to award the contract to the Applicant whose proposal is deemed to be in the best interest of WWCC.

8x40ft High Cube Reefer Container That will maintain -20 degrees F indefinitely.

Electrical connection compatible with 3-Phase, 480 Volt, with a 30 Amp breaker

Unit must have a butcher-style door located at the rear of the container.

Unit must have a flat floor

Shipped and delivered to Lyons Ferry Washington, Prior to Oct 31st, if possible

MANDATORY SITE VISIT REQUIRED

A mandatory site visit is NOT required for this RFQ/RFP.

ACCESSIBILITY REQUIREMENTS COMPLIANCE (if applicable) The Products and or services within the scope of this RFQ/RFP must comply with the ACCESSIBILITY REQUIREMENTS section of the General Terms & Conditions of this RFQ/RFP. Potential bids must include a VPAT and meet WGAC 2.0 AA accessibility standards for each product and or service offered for the RFQ/RFP.

Accessibility Requirements are not required for this RFQ/RFP.

Prevailing Wage Notification-

Per Washington State Labor & Industries (L&I) laws, any work defined as a public works project will be subject to prevailing wage laws and regulations. The contractor is required to complete all L&I filings related to this project, with prevailing wages as listed by L&I for Walla Walla County, Washington.

Prevailing Wage requirements are NOT required for this RFQ/RFP.

RFQ/RFP Schedule-

Date(s)

Description

08/08/24

RFQ/RFP is sent out and/or publicly posted to WEBS (Washington Electronic Business Solutions)

08/15/24 - 5:00 pm

The window for asking questions about the RFQ/RFP closes – All answers to questions submitted will be emailed to bidders

09/06/24

Bid closes – all submissions must be received by 11:59 pm

09/09/24-09/13/24

Bid evaluations conducted

09/16/24 - 3:00 pm

Bid Award announced – (Notice of Intent to Award)

Submission Check List

Specific Submission Requirements for this RFQ/RFP

Washington Department of Fish and Wildlife 13780 Hwy 261 Washtucna WA 99371

COMPLAINT PROCEDURES

The complaint process occurs early in the solicitation, after the question/answer period, to catch mistakes and errors before vendors submit a response. The complaint process helps WWCC insure an open/transparent process. The purpose is to settle unresolved vendor issues before bids are submitted. Complaints must be received by WWCC no later than 10 working days prior to bid closing

Grounds for complaint:

A vendor may file a complaint relative to a solicitation based on the following:

· The solicitation unnecessarily restricts competition;

· The evaluation/scoring process is unfair or flawed; or

· The solicitation requirements are inadequate or insufficient to prepare a response

Vendor Complaints:

· Must be in writing, via email

· Must be sent to the Purchasing Manager no later than 5 working days prior to bid deadline

· Must clearly articulate the basis for the complaint

· Must include a proposed remedy

Upon receipt of a written complaint, the Purchasing Manager will:

· Review the complaint.

· Respond to the complaint in writing.

· Email the complaint and solution, if any, to all bidders

The agency complaint process does not include an appeal process. The complaint may not be raised again during the protest period.

PROTEST PROCEDURES

Any participant in a competitive solicitation (RFQ/RFP) may request a debriefing conference within three business days after the Notice of Intent to Award is published. During this conference, only matters relating to the submissions by the party who requested the conference may be discussed; competitor's submissions will not be discussed. This debriefing conference may take the form of an exchange of e-mails, a phone call, or a meeting in person.

Only parties who attend a debriefing conference may subsequently file a formal protest, in writing, during the next five business days. The protest shall state the cause of the action relating to one or more of these following criteria only:

· A matter of bias, discrimination or conflict of interest on the part of an evaluator;

· Errors in computing the scores or prices; or

· Non-compliance with procedures described in the solicitation document, agency policies or the Revised Code of Washington.

WWCC will respond to the protest within ten business days or advise when it will be adjudicated if additional time is required. The response will be provided by a WWCC administrator who has not been involved in the subject procurement. Aggrieved parties who wish to appeal the response may do so in the Superior Court of Walla Walla County, WA.

All bids submitted for this RFP/RFQ will be exempt from public disclosure during the bid process (RCW 39.26.030), but will become eligible for public disclosure once the prevailing bidder has been announced (Notice of Intent to Award).

Any bids marked “Confidential”, “Proprietary”, “Trade Secret”, or similarly indicate confidential information will be rejected and returned to the bidder.

All bids are required to include Attachment D, Contractor Certification - Wage Theft Prevention – Responsible Bidder Criteria form signed by an authorized signatory of the bidding company. Any bid submissions missing this attachment will be disqualified.

All bids are required to include a current copy of their W-9 IRS Tax ID number form. Any bid submission missing this form will be subject to reduced scoring points in the bid evaluation.

50 points – Pricing 20 points – Vendor qualifications (does the bidder meet the qualifications required to provide the product/service per the RFQ in WWCC’s judgement) 10 points – Earliest delivery date 20 points – Washington State based Small, Diverse or Veteran owned business

WASHINGTON INSTITUTIONS OF PUBLIC HIGHER EDUCATION (WIPHE)

This solicitation is being issued by Walla Walla Community College (The Lead Institution) pursuant to the Inter-local Cooperative Act, RCW 39.34, and offers the bidder an opportunity to make any resulting contract available to members of the Washington Institutions of Public Higher Education (WIPHE). Attachment E contains information about the WIPHE cooperative membership and the terms and conditions of such arrangements. There are no WIPHE members committed to participate in this RFQ/RFP, but potential participants are identified in Attachment E. Participation in the WIPHE program is voluntary for potential bidders. If you wish to make your product/service available to this program, please sign and return Attachment E with your bid submission.

Thank You, Nick Chamberlin Purchasing Manager Walla Walla Community College 500 Tausick Way Walla Walla, WA 99362 Phone: 509-527-4280 Email: nicholas.chamberlin@wwcc.edu

RFQ # 01-2025

ATTACHMENT A

GENERAL TERMS AND CONDITIONS

DEFINITIONS

As used throughout this contract, the following terms shall have the meaning set forth below:

A. "AGENCY" shall mean Walla Walla Community College of the State of Washington, any division, section, office, unit or other entity of the AGENCY, or any of the officers or other officials lawfully representing that AGENCY.

B. "AGENT" shall mean the Director, and/or the delegate authorized in writing to act on the Director's behalf.

C. "CONTRACTOR" shall mean that firm, provider, organization, individual or other entity performing service(s) under this contract, and shall include all employees of the CONTRACTOR.

D. "SUBCONTRACTOR" shall mean one not in the employment of the CONTRACTOR, who is performing all or part of those services under this contract under a separate contract with the CONTRACTOR. The terms "SUBCONTRACTOR" and "SUBCONTRACTORS" means SUBCONTRACTOR(s) in any tier.

E. CONFIDENTIAL INFORMATION means information that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 of the Revised Code of Washington (RCW) or other state or federal law. Confidential Information includes, but is not limited to, personal information as defined in RCW 19.255.010 and RCW 42.56.590, names, addresses, social security numbers, e-mail addresses, telephone numbers, student educational records as defined in the Family Educational Rights and Privacy Act, financial profiles, credit card information, consumer information as defined in 16 C.F.R. § 682.1, driver’s license numbers, protected health information as defined in 45 C.F.R. Parts 160 and 164, law enforcement records, AGENCY source code or object code, AGENCY security data, IP addresses, log-on user identification information, configuration parameters, or any information identifiable to an individual that relates to any of the types of information listed above.

ACCESS TO DATA

In compliance with RCW 39.26.180, the CONTRACTOR shall provide access to data generated under this contract to AGENCY, 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.

ADVANCE PAYMENTS PROHIBITED

No payments in advance of or in anticipation of goods or services to be provided under this contract shall be made by the AGENCY.

AMENDMENTS

This contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

AMERICANS WITH DISABILITIES ACT (ADA)

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.

ACCESSABILITY REQUIREMENTS COMPLIANCE

CONTRACTOR acknowledges and warrants that their Programs/Products and services are currently in compliance and during the Term of this Agreement shall remain in compliance with all applicable Federal disabilities laws and regulations, including without limitation the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194. CONTRACTOR agrees to promptly respond to, resolve and remediate any complaint regarding accessibility of its Programs/Products or services in a timely manner and provide an updated version to AGENCY at no cost. AGENCY reserves the right to request, from CONTRACTOR, a timeline by which accessibility standards will be incorporated into the Programs/Products and services and CONTRACTOR shall provide such a timeline within a commercially reasonable duration of time. CONTRACTOR further agrees to indemnify and hold harmless AGENCY from any claims arising out of its failure to comply with the requirements of this section. Failure to comply with these requirements shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement by AGENCY as set forth in Section TERMINATION FOR CAUSE BY AGENCY.

These warranties will not apply if the Program/Product are: (i) modified or altered in any way (other than by CONTRACTOR or with the specific prior written consent of CONTRACTOR); (ii) not updated with the corrections, patches, fixes, updates, improvements or enhancements that CONTRACTOR may make available from time to time; (iii) used in any manner or for any purpose not specifically permitted by this Agreement or the documentation.

ASSIGNMENT

Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by the CONTRACTOR without prior written consent of the AGENCY.

ATTORNEYS' FEES

In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs.

CONFIDENTIALITY/DATA PRACTICES/SAFEGUARDING OF INFORMATION

A. CONTRACTOR acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of CONFIDENTIAL INFORMATION. CONTRACTOR agrees to hold CONFIDENTIAL INFORMATION in strictest confidence and not to make use of CONFIDENTIAL INFORMATION for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without the AGENCY’S express written consent or as provided by law. CONTRACTOR agrees to release such information or material only to employees or Subcontractors who have signed a nondisclosure agreement, the terms of which have been previously approved by the AGENCY. Contractor and its Subcontractors are considered a “school official” under FERPA and agree to comply with the requirements of FERPA and its related regulations governing the use and re-disclosure of personally identifiable information from education records.

B. CONTRACTOR agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the AGENCY’S information to prevent unauthorized access to, use, or disclosure of such information. CONTRACTOR agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of all CONFIDENTIAL INFORMATION, including, but not limited, to the Health Insurance Portability and Accountability Act of 1996 and its applicable regulations, as well as the Federal Trade Commission’s Safeguard Rules promulgated under the Gramm-Leach-Bliley Act. CONTRACTOR shall ensure any contracts with agents or Subcontractors include similar conditions requiring the use of safeguards to prevent unauthorized access or disclosure of CONFIDENTIAL INFORMATION and a requirement to provide notification of any potential unauthorized access or disclosure. The AGENCY reserves the rights to monitor, audit, or investigate the use of CONFIDENTIAL INFORMATION collected, used, or acquired by the CONTRACTOR through this agreement. The monitoring, auditing, or investigating may include, but is not limited to, “salting” by the AGENCY. Salting is the act of introducing data containing unique but false information that can be used later to identify inappropriate disclosure of data.

C. CONTRACTOR shall have in place policies and procedures to detect patterns, practices, or specific activities that indicate the possible existence of identity theft. The Federal Trade Commission, as part of the Fair and Accurate Credit Transactions Act (FACT) of 2003, has issued regulations known as the Red Flag Rules. When detected, CONTRACTOR shall: (1) report all Red Flags and possible instances of identity theft to the AGENCY in accordance with section C and, (2) take prompt steps to prevent or mitigate possibly identify theft when Red Flags are detected.

D. The CONTRACTOR shall notify the AGENCY in writing within five (5) working days of becoming aware of any unauthorized access, use or disclosure of CONFIDENTIAL INFORMATION by CONTRACTOR, its officers, directors, employees, contractors, subcontractors, agents, or by a third party to whom contractor disclosed CONFIDENTIAL INFORMATION. A breach shall be treated as discovered by the CONTRACTOR on the first day on which such breach is known to the CONTRACTOR, including any of CONTRACTOR’s employees or agents, or should reasonably have been known to the CONTRACTOR to have occurred. Notification should be sent to the Contract Administrator. The CONTRACTOR shall give highest priority to immediately mitigate and remediate any unauthorized access and shall devote such resources as may be required to accomplish that goal. The CONTRACTOR shall cooperate with all AGENCY efforts, including, but not limited to, (1) providing any and all information necessary to enable the AGENCY to fully understand the nature and scope of the breach, including but not limited to identification of each individual whose CONFIDENTIAL INFORMATION has been, or is reasonably believed to have been, accessed, acquired, or disclosed, (2) taking action to preserve forensic evidence and identifying, mitigating, and remediating the cause of the breach, and (3) take such other steps as needed to comply with 42 U.S.C. § 17932, and all applicable regulations adopted to implement that statute.

E. If data compromise and/or identify theft occurs and is found to be the result of CONTRACTOR’s acts or omissions, CONTRACTOR agrees to defend, indemnify and hold harmless the AGENCY for any damages related to unauthorized use or disclosure of CONFIDENTIAL INFORMATION by the CONTRACTOR, its officers, directors, employees, Subcontractors or agents, including but not limited to the costs incurred by the AGENCY in responding to or recovering from the breach.

F. CONTRACTOR agrees to implement an appropriate recordkeeping and reporting process to enable it to provide the following information: (1) the CONFIDENTIAL INFORMATION received in the performance of this Contract and the purpose(s) for which the CONFIDENTIAL INFORMATION was received; (2) who received, maintained and used the CONFIDENTIAL INFORMATION; (3) for any disclosure of CONFIDENTIAL INFORMATION, the date, name of the person who received the information, a brief description of what was disclosed, and a statement as to why the information was disclosed; and, (4) the final disposition of the CONFIDENTIAL INFORMATION. CONTRACTOR’s records shall be subject to inspection review or audit in accordance with this agreement.

G. Immediately upon expiration or termination of this Contract or the pertinent transaction with the AGENCY, CONTRACTOR shall, at the AGENCY’S option: (1) certify to AGENCY that CONTRACTOR has destroyed all CONFIDENTIAL INFORMATION; (2) return all CONFIDENTIAL INFORMATION to the AGENCY; or (3) take whatever other steps the AGENCY requires of CONTRACTOR to protect the AGENCY’S CONFIDENTIAL INFORMATION. CONTRACTOR will retain no copies of CONFIDENTIAL INFORMATION.

H. Violation of this section by CONTRACTOR or its Subcontractors may result in termination of this Agreement and demand for return of all CONFIDENTIAL INFORMATION, monetary damages, or penalties.

CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice and examination by the AGENT 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, the AGENCY 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 the AGENCY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the AGENT makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this contract.

COPYRIGHT PROVISIONS

Unless otherwise provided, all materials produced under this contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the AGENCY. The AGENCY shall be considered the author of such materials. In the event the materials are not considered "works for hire" under the U.S. Copyright laws, CONTRACTOR hereby irrevocably assigns all right, title, and interest in materials produced under this contract, including all intellectual property rights, to the AGENCY effective from the moment of creation of such materials.

Materials means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights.

For materials that are delivered under the contract, but that incorporate pre-existing materials not produced under the contract, CONTRACTOR hereby grants to the AGENCY a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the AGENCY.

The CONTRACTOR shall exert all reasonable effort to advise the AGENCY, at the time of delivery of materials furnished under this contract, of all known or potential invasions of privacy contained therein and of any portion of such document that was not produced in the performance of this contract. The CONTRACTOR will provide prompt, written notice to the AGENCY of each notice or claim of infringement during the term of this contract with respect to any data delivered under this contract. The AGENCY shall have the right to modify or remove any restrictive markings placed upon the data by the CONTRACTOR.

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.

In the event of breach of this clause by the CONTRACTOR, the AGENCY shall have the right 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.

DISALLOWED COSTS

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

DISPUTES

Except as otherwise provided in this contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with AGENT.

1. The request for a dispute hearing must:

· Be in writing;

· State the disputed issue(s);

· State the relative positions of the parties;

· State the CONTRACTOR'S name, address, and contract number; and

· Be mailed to the AGENT and the other party's (respondent's) contract manager within 3 working calendar days after the parties agree that they cannot resolve the dispute.

2. The respondent shall send a written answer to the requester's statement to both the AGENT and the requester within 5 working calendar days.

3. The AGENT shall review the written statements and reply in writing to both parties within 10 working days. The AGENT may extend this period if necessary by notifying the parties.

4. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.

Nothing in this contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution method in addition to the dispute resolution procedure outlined above.

DUPLICATE PAYMENT

The AGENCY 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.

FORCE MAJEURE

A. 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 war, riots, strikes, fire, floods, windstorms, epidemics or other similar occurrences.

B. Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this contract if, and to the extent that, such party's performance of this contract is prevented by reason of force majeure.

C. If either party is delayed by force majeure, said party shall provide written notification within 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 likewise be provided. So far as consistent with the rights reserved below, the time of completion shall be extended by contract amendment 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.

D. AGENCY reserves the right to authorize an amendment to this contract, terminate the contract, and/or purchase materials, supplies, equipment and/or services from the best available source during the time of force majeure, and CONTRACTOR shall have no recourse against AGENCY.

GOVERNING LAW

This contract shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Walla Walla County.

INDEMNIFICATION/HOLD HARMLESS

To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless State, agencies of State and all officials, agents and employees of State, from and against all claims for injuries or death arising out of or resulting from the performance, or failure of performance, of the contract. "Claim," as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom. CONTRACTOR expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to CONTRACTOR'S or any subcontractor's performance or failure to perform the contract. CONTRACTOR'S obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials.

CONTRACTOR'S obligations to indemnify, defend, and hold harmless includes any claim by CONTRACTORS' agents, employees, representatives, or any subcontractor or its employees. CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless State and its agencies, officials, agents or employees.

INDEPENDENT CAPACITY OF THE CONTRACTOR

The parties intend that an independent contractor relationship will be created by this contract. Nothing contained in this Contract is intended to create, nor shall it be construed to create, any relationship between the Parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions of this Contract. The CONTRACTOR and its employees or agents performing under this contract are not employees or agents of the AGENCY. This Contract is not intended to create a relationship of agency, representation, joint venture, or employment between the Parties. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the AGENCY 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. Nothing herein contained shall prevent any of the Parties from entering into similar arrangements with other parties.

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, AGENCY may collect from the CONTRACTOR the full amount payable to the Industrial Insurance accident fund. The AGENCY may deduct the amount owed by the CONTRACTOR to the accident fund from the account payable to the CONTRACTOR by the AGENCY 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 of L&l's rights to collect from the CONTRACTOR.

LICENSING, ACCREDITATION AND REGISTRATION

The CONTRACTOR shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this contract.

LIMITATION OF AUTHORITY

Only the AGENT or AGENT'S delegate 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 made in writing and signed by the AGENT.

OMWBE PARTICIPATION

A. CONTRACTOR agrees it will undertake affirmative action efforts to utilize Minority Owned, Women Owned, and Veteran Owned Business Enterprises (collectively “OMWBE”) either certified by the Office of OMWBE, Department of Veterans Affairs, or self-identified in the execution of this Contract. The voluntary goals for AGENCY are 10%. Voluntary affirmative action efforts include but are not limited to the following:

(a) Advertising opportunities for subcontractors either through newspaper/journal ads, or through direct solicitation from MWBE firms.

(b) Providing OMWBEs that express interest with adequate and timely information about the scope and requirements of this Contract.

B. The CONTRACTOR shall furnish a statement with each invoice for payment, on a form designated by AGENCY, of the actual dollars earned by each certified and self-identified OMWBE firm utilized and the totals earned in each category.

NONDISCRIMINATION

During the performance of this contract, the CONTRACTOR shall comply with all federal and state laws, regulations, rules, and executive orders governing equal employment opportunity, immigration, and nondiscrimination, including the Americans with Disabilities Act.

A. CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, marital status, sex, sexual orientation, gender identity, age, status as a disabled veteran, recently separated veteran, active duty wartime or campaign badge veteran, or Armed Forces service medal veteran (collectively referred to as “protected veterans”) or the presence of any sensory, mental, or physical disability. To the extent applicable, CONTRACTOR shall take affirmative action to employ, advance in employment, and otherwise treat qualified individuals without discrimination based on their status as a protected class in all employment practices. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training.

B. CONTRACTOR shall in all solicitation for employees or job orders for employees placed with any employment agency, union, or other firm or agency, state that all qualified applicants shall receive consideration for employment without regard to race, creed, color, national origin, marital status, sex, sexual orientation, gender identity, age, protected veteran status, or the presence of any sensory, mental, or physical disability. The words "equal opportunity employer" in advertisements shall constitute compliance with this section.

C. CONTRACTOR shall send to each labor union, employment agency, or representative of works with which it has a collective bargaining agreement or other contract or understanding, a notice advising the labor union, employment agency, or workers’ representative of CONTRACTOR’s obligations according to this Contract and RCW 49.60.

D. CONTRACTOR shall include the provisions of the foregoing paragraphs A and B in every sub- agreement or purchase order for the goods or services which are the subject matter of this Contract.

E. In the event of non-compliance or refusal to comply by the CONTRACTOR with any of these non-discrimination provisions or any nondiscrimination law or regulation, AGENCY shall have the right, at its option, to rescind, cancel, or terminate this Contract in whole or in part, and CONTRACTOR may be declared ineligible for further contracts with AGENCY. CONTRACTOR shall be given notice of its noncompliance and a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the “Disputes” procedure set forth herein. In the event this contract is terminated under this provision, AGENCY shall be entitled to pursue the same remedies against CONTRACTOR and pay the same amount for services rendered as set forth in section of this Contract governing Termination for Cause.

OVERPAYMENTS AND ASSERTION OF LIEN

In the event that the Department establishes overpayments or erroneous payments made to the contractor under this contract, the Department may secure repayment, plus interest, if any, through the filing of a lien against the contractor’s real property or by requiring the posting of a bond, assignment of deposit or some other form of security acceptable to the Department or by doing both.

PUBLICITY

The CONTRACTOR agrees to submit to the AGENCY all advertising and publicity matters relating to this contract wherein the AGENCY'S name is mentioned or language used from which the connection of the AGENCY'S name may, in the AGENCY'S judgment, be inferred or implied. The CONTRACTOR agrees not to publish or use such advertising and publicity matters without the prior written consent of the AGENCY.

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 OMWBE participation, protection and use of AGENCY’s CONFIDENTIAL INFORMATION, and accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Records of CONTRACTOR’s payroll and reimbursable expenses pertaining to this Contract shall be kept on a generally recognized accounting basis, shall be available to AGENCY or its authorized representatives at mutually convenient times. CONTRACTOR shall retain such records for a period of six years following the date of final payment. 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.

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 the AGENCY, personnel duly authorized by the AGENCY, the Office of the State Auditor, The Department of Enterprise Services, the Joint Legislative and Review Committee, and federal and state officials so authorized by law, regulation, or agreement. This includes access to documents and all information that supports CONTRACTOR’s services provided under this Contract.

During the Contract’s term, CONTRACTOR shall provide access to these items within Walla Walla County. CONTRACTOR shall be responsible for any audit exceptions or disallowed costs incurred by CONTRACTOR or any of its Subcontractors. CONTRACTOR shall incorporate in its subcontracts this section’s records retention and review requirements.

REGISTRATION WITH DEPARTMENT OF REVENUE

The CONTRACTOR shall complete registration with the Washington State Department of Revenue and be responsible for payment of all federal, state, and local taxes due on payments made under this contract.

RIGHT OF INSPECTION

The CONTRACTOR shall provide right of access to its facilities to the AGENCY, 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.

SEVERABILITY

The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract.

SITE SECURITY

While on AGENCY premises, CONTRACTOR, its agents, employees, or subcontractors shall conform in all respects with physical, fire, or other security policies or regulations of AGENCY.

SUBCONTRACTING

Neither the CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval of the AGENCY. In no event shall the existence of the subcontract operate to release or reduce the liability of the contractor to the Department 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 under this contract.

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

TAXES

All payments accrued because of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR. COTNRACTOR is also required to pay all necessary taxes of any foreign country where they may do business, as well as any necessary taxes, premiums, and licenses necessary to do business in the United States and the State of Washington.

TERMINATION FOR CAUSE BY AGENCY

In the event the AGENCY determines the CONTRACTOR has failed to comply with the conditions of this Contract, is in material breach, or fails to fulfill in a timely and/or proper manner its obligations under this Contract, the AGENCY has the right to suspend or terminate this contract, in part or in whole. Before suspending or terminating the contract, the AGENCY shall notify the CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within thirty (30) calendar days or as otherwise specified by AGENCY, or if such corrective action is deemed by AGENCY to be insufficient, the Contract may be terminated or suspended. The AGENCY reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the CONTRACTOR from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the CONTRACTOR or a decision by the AGENCY to terminate the contract. Once CONTRACTOR receives notice that this Contract has been suspended or terminated, CONTRACTOR shall perform no further services for AGENCY.

In the event of termination or suspension for cause, CONTRACTOR will be entitled to receive compensation for satisfactory work completed prior to the effective date of such termination/suspension. Such compensation shall be based on the value of such work to AGENCY.

In the event of termination, AGENCY shall have the right to procure any replacement materials, supplies, services and/or equipment that are the subject of this Contract on the open market. In addition, CONTRACTOR shall be liable for all damages as authorized by law including, but not limited to, any price difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time.

A termination shall be deemed a "Termination for Convenience" if it is determined that the CONTRACTOR: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the AGENCY provided in this contract are not exclusive and are, in addition to any other rights and remedies, provided by law.

TERMINATION FOR CAUSE BY CONTRACTOR

This Contract may be terminated by CONTRACTOR if after reasonable notice and an opportunity to cure, AGENCY should fail substantially to perform in accordance with a material term of this Contract through no fault of CONTRACTOR. CONTRACTOR shall give written notice to AGENCY of such termination at least thirty (30) days before the date of termination. If the project is suspended by AGENCY for more than ninety (90) consecutive days, CONTRACTOR may terminate this Contract by giving written notice. Upon termination by CONTRACTOR, AGENCY shall be liable only for payment required under the terms of this Contract for services actually rendered or materials delivered prior to the effective date of termination. In no event shall CONTRACTOR be entitled to consequential or indirect costs associated with termination. There shall be no payment for anticipated profit, unperformed services, or unabsorbed overhead.

TERMINATION FOR CONFLICT OF INTEREST

AGENCY may terminate this Contract by written notice to CONTRACTOR if AGENCY determines, after due notice to CONTRACTOR and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, AGENCY shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event CONTRACTOR breaches this Contract. The rights and remedies of AGENCY provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

TERMINATION FOR CONVENIENCE

Except as otherwise provided in this Contract, the AGENCY may, by 10 calendar days written notice, beginning on the second day after the mailing, terminate this contract, in whole or in part. Once CONTRACTOR receives notice that this Contract has been terminated for convenience, CONTRACTOR shall perform no further services for AGENCY.