2026-AB-H LLTK Sole Source Filing.pdf

STATE OF WASHINGTON

PUGET SOUND PARTNERSHIP

SOLE SOURCE POSTING

November 13, 2025

The Puget Sound Partnership (the Partnership), contemplates awarding a sole source contract to

Long Live the Kings (LLTK) to provide and inform novel salmon hatchery management practices in Puget Sound to optimize the production and release of juvenile Chinook salmon and increase adult returns.

Puget Sound Partnership requires that the contractor be able to provide the work described above.

The contractor must possess extensive knowledge and datasets from all seven Puget Sound salmon hatcheries that will support sustainable salmon harvest and treaty-reserved fishing rights for Puget

Sound Tribes.

The Partnership will enter into a one and a half (1.5) year contract with Long Live the Kings. The contract will be issued on or after December 10, 2025 and will continue for a one year and six month initial term, concluding on June 30, 2027. The cost of this one and a half year contract is

$166,598.

Offerors contemplating the above described contract are required to submit capability statements detailing their ability to meet the state’s requirements within ten (10) working days of this announcement.

Vendor capability statements should address how they are qualified and capable of performing the following requirements:

• Ability to conduct comprehensive and novel experimental findings that will inform

Puget Sound hatchery management best practices.

• Possess sole access to an extensive dataset from all seven Puget Sound salmon hatcheries and the expert ability and knowledge to lead the analysis of the data and the related Hatchery Experiments Work Group.

• Geographic, location specific and specialized access to Puget Sound hatcheries and the technical data resulting from hatchery experiments to cultivate findings on sustainable salmon harvest and treaty-reserved fishing rights for Puget Sound tribes.

• Working knowledge of the Puget Sound Partnership’s Action Agenda and Salmon

Recovery Plan and an expert understanding of optimizing Puget Sound production and release of juvenile Chinook salmon and adult return.

In the absence of other capable sources, it is the state’s intent to make a sole source award of the contract. To submit capability statements or for questions, contact:

Name: Shannon Sanders

Phone: 360.688.3772

Email: shannon.sanders@psp.wa.gov

Department of Enterprise Services – C&P Page 1 of 7 June 2024

Sole Source CONTRACT Filing

Justification Template

Use the following justification template for preparing to file sole source contracts in the Sole Source

Contracts Database (SSCD). Once completed, copy and paste the answers into the corresponding SSCD question and answer fields. You will also need to include a copy of this completed form in the documents you post to your agency website and in WEBS.

What is a sole source contract?

"Sole source" means a contractor providing goods or services of such a unique nature or sole availability that the contractor is clearly and justifiably the only practicable source to provide the goods or services. (RCW

39.26.010)

Unique qualifications or services are those which are highly specialized or one-of-a-kind.

Other factors which may be considered include past performance, cost-effectiveness (learning curve), and/or follow-up nature of the required goods and/or services. Past performance alone does not provide adequate justification for a sole source contract. Time constraints may be considered as a contributing factor in a sole source justification, however will not be on its own a sufficient justification.

Why is a sole source justification required?

The State of Washington, by policy and law, believes competition is the best strategy to obtain the best value for the goods and services it purchases, and to ensure that all interested vendors have a fair and transparent opportunity to sell goods and services to the state.

A sole source contract does not benefit from competition. Thus the state, through RCW 39.26.010, has determined it is important to evaluate whether the conditions, costs and risks related to the proposal of a sole source contract truly outweigh forgoing the benefits of a competitive contract.

Providing compelling answers to the following questions will facilitate DES’ evaluation.

Specific Problem or Need

• What is the business need or problem that requires this contract?

The Puget Sound Partnership (Partnership) is the state agency leading the region’s collective effort to restore and protect Puget Sound ecosystems and recover salmon populations to https://sscd.des.wa.gov/Logon/Logon.aspx?ReturnUrl=%2f https://sscd.des.wa.gov/Logon/Logon.aspx?ReturnUrl=%2f https://pr-webs-customer.des.wa.gov/

Department of Enterprise Services – C&P Page 2 of 7 healthy and harvestable levels. These recovery goals are articulated in two regional plans: the

Puget Sound Action Agenda and the Puget Sound Salmon Recovery Plan. The Partnership has the Washington State statutory authority (Per RCW 90.71 and RCW 77.85) to ensure the Puget

Sound Action Agenda vision is accomplished. The 2022-2026 Action Agenda includes strategy

15, Salmon Recovery. An action within that strategy (#206) is to “Ensure sustainable harvest of hatchery and natural salmon and support treaty-reserved fishing rights.”

Long Live the Kings (LLTK) has been involved in a collaborative study to evaluate the impact of variable rearing and release strategies on hatchery raised Chinook salmon survival since 2017.

LLTK has been coordinating a Hatchery Experiments Working Group since 2019 and leading the analysis and synthesis of results since 2023. The study involves conducting experimental juvenile releases and collecting data from returning adult salmon at seven hatcheries across Puget

Sound that are managed separately by WDFW, the Tulalip Tribes, and LLTK. This contract will fund LLTK to coordinate the final two years of data collection from the experimental releases and synthesize all the data collected since 2017 to develop regional hatchery management recommendations in a final report. The results of this work will inform hatchery management practices in Puget Sound to optimize the production and release of juvenile Chinook salmon and increase adult returns, which will support sustainable salmon harvest and treaty-reserved fishing rights for Puget Sound Tribes.

Sole Source Criteria

• Describe the unique features, qualifications, abilities or expertise of the contractor proposed for this sole source contract.

Long Live the Kings has been coordinating the experimental hatchery releases, collecting and analyzing data from hatcheries, and summarizing the data in annual reports since 2017. The contractor manages and has access to the dataset from all seven hatcheries involved and has been leading the analysis of the data by developing the quantitative approach to evaluating the data. The dataset is shared by the project collaborators (LLTK, the Tulalip Tribes, and the

Washington Department of Fish and Wildlife). Additionally, LLTK has been facilitating the

Hatchery Experiments Working Group since 2019. The Working Group is a forum for managers and scientists to coordinate, discuss, and share findings from the hatchery experiments.

LLTK is therefore uniquely positioned to complete this work because they have over six years of experience conducting and coordinating the proposed work, direct access to the datasets, knowledge and skill with the analytical methods required, and strong working relationships with the hatcheries involved and the participants in the Hatchery Experiments Working Group. LLTK also operates one of the seven hatcheries and is directly responsible for conducting the experiments and collecting data from that hatchery. The extensive experience, data access, and

Department of Enterprise Services – C&P Page 3 of 7 collaborative relationships that LLTK brings cannot be recreated by another contractor in a timely manner.

• What kind of market research did the agency conduct to conclude that alternative sources were inappropriate or unavailable? Provide a narrative description of the agency’s due diligence in determining the basis for the sole source contract, including methods used by the agency to conduct a review of available sources.

Use DES’ Market Research Template if assistance is needed.

The Partnership reviewed the last two biennia of projects funded by Partnership science investments to determine if other similar data were available or if another contractor developed comparable methods or experiments. The science investments included three funding sources:

1. Puget Sound Scientific Research (2021-2023 and 2023-2025 biennia)

2. Monitoring to Accelerate Recovery (2021-2023 and 2023-2025 biennia)

3. Salmon Science Investigations (2021-2023 and 2023-2025 biennia)

The Partnership found that only two projects had collected similar data and completed similar analyses, both led by Long Live the Kings as part of the broader ongoing experiment proposed in the sole source agreement (2023-29 and 2024-12).

Additionally, the Partnership ran a Request for Information (RFI 2025-176) from January through

May of 2025 asking for proposals and projects that would have similar results and LLTK was the only team out of 21 responses that can provide the work described above. The solicitation was run through Washington Enterprise Business Services (WEBS) and contacted over 5,000 agencies for responses.

• As part of the market research requirements, include a list of statewide contracts reviewed and/or businesses contacted, date of contact, method of contact

(telephone, mail, e-mail, other), and documentation demonstrating an explanation of why those businesses could not or would not, under any circumstances, perform the contract; or an explanation of why the agency has determined that no businesses other than the prospective contractor can perform the contract.

Other entities could potentially do parts of the proposed work, either the scale and otolith lab analysis for targeted hatcheries or the data synthesis for the project. Entities include the

Washington Department of Fish and Wildlife and the Tulalip Tribes, both of which are already involved in the project. Other entities would only be able to do a part of the project (i.e. sample analysis) but not complete the whole scope of the effort. Entities not already involved in the project may also not have access to the complete dataset and established methodology. LLTK is best positioned to conduct the full scope of the project from data analysis and project coordination to a full synthesis of the collaborative experiment.

https://psp.wa.gov/science-funded-projects.php

Department of Enterprise Services – C&P Page 4 of 7

The Partnership searched the statewide contracts database and there are no statewide contracts available that could complete this body of work given that LLTK is the only entity that has collected and organized this body of data in the past 4 years.

• Per the Supplier Diversity Policy, DES-090-06: was this purchase included in the agency’s forecasted needs report?

The purchase was included in the Partnership’s 2025 work plan and the 2023-2025 Forecasting

Report.

• Describe what targeted industry outreach was completed to locate small and/or veteran-owned businesses to meet the agency’s need?

In addition to market research already described, the Partnership did a search on WEBS and the

OMWBE directory of certified firms for small and/or veteran-owned businesses. The search terms that were plugged into each system were “Experimental juvenile salmon releases” and

“Regional hatchery management recommendations.” The search terms are specific because the skills needed for this project are specific to the Puget Sound region and technical in nature to a narrow subject. Each search yielded 0 results.

Furthermore, as mentioned above, the Partnership ran RFI 2025-176, which included a scoring system that allocated additional points to contractors that are identified as small and/or veteran-owned businesses. The solicitation was run through WEBS and contacted over 5,000 agencies for responses. LLTK was determined as the only justifiable contractor for this project with their unique knowledge and access to data.

• What considerations were given to unbundling the goods and/or services in this contract, which would provide opportunities for Washington small, diverse, and/or veteran-owned businesses. Provide a summary of your agency’s unbundling analysis for this contract.

LLTK is a small business and will subcontract with another small, diverse business (Alexanders

Consulting) to conduct this work. LLTK and Alexanders Consulting both have extensive knowledge of the project and the experimental analysis required. Unbundling was not considered for the project due to data access requirements, and collaborative relationships required. Furthermore, while the research and related information in this project are complex, unbundling would not simplify the required work. The deliverables listed in the contract build on one another.

• Provide a detailed and compelling description that includes quantification of the costs and risks mitigated by contracting with this contractor (i.e. learning curve, follow-up nature).

Department of Enterprise Services – C&P Page 5 of 7

Long Live the Kings is highly knowledgeable as they have led and coordinated this collaborative study since 2017. They are poised to conduct the work immediately because they are already knowledgeable about the experimental design, datasets, analytical approach, broader management implications, and collaborators. The risk with a new contractor is that they would have to do the following:

1. Learn the background of the experimental design and access and understand the data collected since 2017,

2. Collect and access the hatchery data that LLTK has ownership of,

3. Develop new working relationships with the existing collaborators and the

Experimental Hatchery Working Group in a short amount of time, and

4. Develop an individual approach to analyzing and synthesizing the data with uncertain access to the full dataset.

There is a risk that another contractor could not do this within the contract time period which would jeopardize the collection of critical data and the development of the final synthesis report the experimental team will have been working towards for ten years.

• Is the agency proposing this sole source contract because of special circumstances such as confidential investigations, copyright restrictions, etc.? If so, please describe.

The work for this project is specific to an ongoing multi-year experiment. The contractor would need to have access to proprietary hatchery data, knowledge and skill with the analysis methods, and strong working relationships with all collaborators involved across 6 hatcheries and a larger working group. LLTK is the only vendor that meets these criteria.

• Is the agency proposing this sole source contract because of unavoidable, critical time delays or issues that prevented the agency from completing this acquisition using a competitive process? If so, please describe. For example, if time constraints are applicable, identify when the agency was on notice of the need for the goods and/or service, the entity that imposed the constraints, explain the authority of that entity to impose them, and provide the timelines within which work must be accomplished.

This project was selected for funding through an RFI process (2025-176) that included a rigorous technical evaluation. As the Puget Sound National Estuary Program (NEP) lead, the Partnership receives funding from the Environmental Protection Agency (EPA), which is delegated for two complex federal statutory programs, the Clean Water Act (CWA)’s Puget Sound NEP and the

Endangered Species Act for Puget Sound salmon. The funding the Partnership has for this current agreement expires on September 30, 2027, so delaying the project would mean a loss of

Department of Enterprise Services – C&P Page 6 of 7 critical data collection in 2026 and 2027 as well as risk the completion of the final synthesis report this project has been working toward.

• What are the consequences of not having this sole source filing approved?

Describe in detail the impact to the agency and to services it provides if this sole source filing is not approved.

The Partnership and the Puget Sound Salmon Science Advisory Group identified this project as a strong, technically robust effort that will address a critical information need for Puget Sound salmon recovery efforts and fisheries. If this work is not funded, it limits the Partnership’s role to implement a key salmon recovery action in the Puget Sound Action Agenda. The information from this project and the final report are intended to inform hatchery management practices throughout Puget Sound. Providing information like this fulfills the Partnership’s role as a backbone agency for Puget Sound recovery. Additionally, the Partnership invested $218,403 to support the past three years of this project. Funding the final two years of the project through this sole source agreement would maximize the return on the previous investment by producing a synthesis of all the data collected and developing management recommendations from the project as a whole.

Sole Source Posting

• Sole Source Posting on Agency Website - Provide the date in which the sole source posting, the draft contract, and a copy of the Sole Source Contract Justification Template were published on your agency’s website.

• Provide the date in which the sole source posting, the draft contract, and a copy of the

Sole Source Contract Justification Template were published in WEBS.

• Were responses received to the sole source posting in WEBS?

- If one or more responses are received, list name of entities responding and explain how the agency concluded the contract is appropriate for sole source award.

The Partnership will provide capability statements and responses, as necessary, to DES as they occur via the required channels.

Department of Enterprise Services – C&P Page 7 of 7

Reasonableness of Cost

• Since competition was not used as the means for procurement, how did the agency conclude that the costs, fees, or rates negotiated are fair and reasonable? Please make a comparison with comparable contracts, use the results of a market survey, or employ some other appropriate means calculated to make such a determination.

This project was selected through an RFI process (2025-176). As part of the RFI evaluation process the budget for this project was reviewed by three technical evaluators, PSP staff, and the Puget Sound Salmon Science Advisory Group and was found to be fair and reasonable.

The budget was also one of the lowest proposed for a projects submitted to the 2025 RFI process. Additionally, the costs are consistent with two previous contracts with LLTK for similar work (2023-29 and 2024-12) which further indicates the budget is appropriate for the project.

Agreement /Contract

Agreement Number: 2026-AB-H Title: Evaluating Experimental Hatchery Rearing Strategies to Increase Puget Sound Chinook’s Resilience to Climate Change and Future Ecosystem Conditions

AGREEMENT NO. 2026-AB-H Page 1 of 19

This agreement is made and entered into by and between the state of Washington, Puget Sound Partnership (PSP), and the below named firm, hereinafter referred to as “CONTRACTOR.”

CONTRACTOR INFORMATION Project Manager

Long Live the Kings Elisabeth Duffy UBI: 601018358 2125 Western Ave. Ste 300 eduffy@lltk.org EIN: 911353982 Seattle, WA 98121 (206) 382-9555 ext. 35

Fiscal: Allegra Horioka ahorioka@lltk.org

(206) 382-9555 ext. 29

UEI: EUWXCKQ9M367

Type: Sole Source

PSP INFORMATION Project Manager

Puget Sound Partnership Annelise Del Rio

PO Box 40900 Annelise.delrio@psp.wa.gov Olympia, WA 98504 (360) 584-5306

PURPOSE

The purpose of this agreement is to take a collaborative approach to experiments with the goal of optimizing the tools available to salmon hatchery managers to improve Chinook abundance and resilience to variable ecosystem conditions in the Puget Sound.

STATEMENT OF WORK

The CONTRACTOR shall furnish the necessary personnel, equipment, material and/or service(s) and otherwise do all things necessary for or incidental to the performance of the work set forth in Exhibit B attached and incorporated herein.

PERIOD OF PERFORMANCE

The period of performance under this agreement will be from December 10, 2025 through June 30, 2027, regardless of signing date. No work shall commence under this agreement until it has been fully executed by both parties.

The provisions of Chapter 39.26 RCW require the agency to file this sole source contract with the Department of Enterprise Services (DES) for approval. No contract so filed is effective nor shall work commence under it until the tenth (10th) working day following the date of filing subject to DES approval.

COMPENSATION AND PAYMENT

Total compensation payable to CONTRACTOR for satisfactory performance of the work under this agreement shall not exceed one hundred sixty-six thousand five hundred ninety-eight dollars ($166,598). CONTRACTOR'S compensation for services rendered shall be in accordance with the Budget attached as Exhibit C.

FEDERAL FUNDING INFORMATION

This Contract includes federal funding Yes No CONTRACTOR is a Sub-Recipient for purposes of this agreement Yes No

CFDA # CFDA Title Federal Grant

Award Number Federal Grant Award Name

Federal Agency Name

66.456 National Estuary

Program

Base and IS/SCI

CE-02J98701-0 Puget Sound Partnership National Estuary Program

Environmental Protection Agency mailto:eduffy@lltk.org mailto:ahorioka@lltk.org mailto:Annelise.delrio@psp.wa.gov

AGREEMENT NO 2026-AB-H Page 2 of 19

TERMS AND CONDITIONS

All rights and obligations of the parties to this contract shall be subject to and governed by the Terms and Conditions contained in the following exhibits, herein incorporated by reference. The contents of this Agreement include:

1. This contract cover sheet

2. Exhibit A – General Terms and Conditions

3. Exhibit B – Statement of Work

4. Exhibit C – Budget and Billing Procedures

5. Exhibit D - Lobbying Certification

ORDER OF PRECEDENCE

In the event of an inconsistency in this agreement, the inconsistency shall be resolved by giving precedence in the following order:

1. Applicable Federal and State of Washington Statutes and regulations

2. This Agreement/Contract, including Exhibit A, General Terms and Conditions

3. Exhibit B, Statement of Work

4. Exhibit C, Budget and Billing Procedures

5. Any other Exhibit or provision, term or material incorporated herein by reference or otherwise incorporated

ENTIRE AGREEMENT

This agreement, including referenced exhibits and any other provision, term or material expressly incorporated by reference, represents all the terms and conditions agreed upon by the parties. No other statements or representations, written or oral, shall be deemed a part hereof.

APPROVAL

This agreement shall be subject to the written approval of the AGENCY'S authorized representative and shall not be binding until so approved. The agreement may be altered, amended, or waived only by a written amendment executed by both parties.

This agreement is executed by the persons signing below, who warrant they have the authority to execute the agreement.

Long Live the Kings Puget Sound Partnership

Date Jennifer Carlson Date

Interim Chief Operating Officer

APPROVED AS TO FORM:

/s Matt Janz Assistant Attorney General

February 6, 2025 Date

AGREEMENT NO 2026-AB-H Page 3 of 19

EXHIBIT A -

GENERAL TERMS AND CONDITIONS

Title: Evaluating Experimental Hatchery Rearing Strategies to Increase Puget Sound Chinook’s Resilience to Climate Change and Future Ecosystem Conditions

1. DEFINITIONS

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

a. "AGENCY" means the Puget Sound Partnership (PSP) 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" means the Director, and/or the delegate authorized in writing to act on the Director's behalf.

c. “AGREEMENT” is interchangeable with contract in meaning.

d. "CONTRACTOR" means that firm, provider, organization, individual or other entity performing service(s) under this contract or engaging in reimbursable activities as a Sub-Recipient and shall include all employees of the CONTRACTOR.

e. “DEBARMENT” means an action taken by a Federal agency or official to exclude a person or business entity from participating in transactions involving certain federal funds.

f. “EPA” means U.S. Environmental Protection Agency.

g. "SUBCONTRACTOR" means 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.

h. “SUB-RECIPIENT” means a non-Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Guidance on distinguishing between a subrecipient and a contractor is provided in 2 CFR §200.330.

Subrecipient and contractor determinations.

2. 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.

3. 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.

4. AMERICANS WITH DISABILITIES ACT (ADA)

If the contract includes federal funding, the CONTRACTOR must comply with Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities by entities receiving Federal financial assistance. The CONTRACTOR may also be required to 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.

5. 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.

AGREEMENT NO 2026-AB-H Page 4 of 19

6. ASSURANCES

The AGENCY and the CONTRACTOR agree that all activity pursuant to this agreement will be in accordance with all the applicable current federal, state and local laws, rules, and regulations.

7. 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.

8. CONFIDENTIALITY

Confidential information: The CONTRACTOR shall not use or disclose any information concerning the AGENCY, 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 the AGENCY, or as may be required by law.

Personal Information (one form of confidential information): Personal information including, but not limited to, “Protected Health Information,” 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 the AGENCY for any damages related to the CONTRACTOR’S unauthorized use of personal information.

9. CONFORMANCE

If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law.

10. 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.

The AGENCY 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.

11. CREDIT AND ACKNOWLEDGEMENT

Reports, documents, signage, videos, or other media, developed as part of projects funded by EPA funded Agreements shall display both the EPA and Puget Sound Partnership logos and the following credit line: "This project has been funded wholly or in part by the United States Environmental Protection Agency under Assistance Agreement [CE-02J98701-0]. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for use.” This requirement is for the life of the product, whether during or after the Agreement period.

12. DEBARMENT AND SUSPENSION

CONTRACTOR, by signature to this Contract, certifies that CONTRACTOR is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions (Debarred). CONTRACTOR shall comply with applicable federal agency debarment and suspension rules adopted pursuant to Office of Management and Budget guidance at 2 CFR Part 180, such as 2 CFR Part 1532 for the Environmental Protection Agency, which implement Executive Order 12549.

AGREEMENT NO 2026-AB-H Page 5 of 19

CONTRACTOR acknowledges that failing to disclose the information required at 2 CFR 180.335 may result in the delay or negation of this contract, or pursuance of legal remedies, including suspension and debarment.

CONTRACTOR shall not award subcontracts or subawards to persons (individuals or organizations) listed on the Excluded Parties List located at www.sam.gov/. CONTRACTOR agrees to include the above requirements in all subcontracts into which it enters. The CONTRACTOR shall immediately notify AGENCY if, during the term of this Contract, CONTRACTOR becomes debarred. AGENCY may immediately terminate this Contract by providing CONTRACTOR written notice if CONTRACTOR becomes Debarred during the term hereof.

13. DISALLOWED COSTS

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

14. 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.

a. 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 three working calendar days after the parties agree that they cannot resolve the dispute.

b. The respondent shall send a written answer to the requester’s statement to both the agent and the requester within five working calendar days.

c. 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.

d. 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.

15. 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.

16. GEOSPATIAL DATA STANDARDS

All geospatial data created must be consistent with Federal Geographic Data Committee (FGDC) endorsed standards. Information on these standards may be found at https://www.fgdc.gov/

17. 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 Thurston County.

18. HOLD HARMLESS AND INDEMNIFICATION

a. 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 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.

http://www.sam.gov/ https://www.fgdc.gov/

AGREEMENT NO 2026-AB-H Page 6 of 19

b. CONTRACTOR’S obligations to indemnify, defend, and hold harmless includes any claim by CONTRACTORS’ agents, employees, representatives, or any subcontractor or its employees.

c. 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.

d. 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.

e. Nothing in this term shall be construed as a modification or limitation on the Contractor’s obligation to procure insurance in accordance with this Contract or the scope of said insurance

19. HOTEL MOTEL FIRE SAFETY ACT

The Hotel and Motel Fire Safety Act of 1990 (Public Law 101-391) establishes a number of fire safety standards which must be met for hotels and motels. Pursuant to 40 CFR 30.18, if applicable, and 15 USC 2225a if any portion of this contract will be paid with federal funds, CONTRACTOR agrees to ensure that all space for conferences, meetings, conventions, or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act (PL 101-391, as amended.

CONTRACTOR may search the Hotel-Motel National Master List at: http://apps.usfa.fema.gov/hotel/ to see if a property is in compliance (FEMA ID is currently not required), or to find other information about the Act.

If necessary, the head of the Federal agency may waive this prohibition in the public interest.

20. 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 the AGENCY. 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.

21. INDUSTRIAL INSURANCE COVERAGE

The CONTRACTOR shall comply with the provisions of Title 51 RCW, Industrial Insurance. This provision does not waive any of the Department of Labor & Industries’ rights to collect from the CONTRACTOR.

22. INSURANCE

The CONTRACTOR shall maintain all necessary insurance coverage to protect Contractor and the State from losses, and claims which may arise out of or result from performance of duties related to this contractual agreement, including workers’ compensation and commercial general liability, and other coverage types as may be required in writing.

23. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise provided, all materials produced under this contract shall be considered "works for hire" as defined by the U.S. Copyright Act, 17 U.S.C. § 101, et seq., and shall be owned by the AGENCY. Where federal funding is involved, the awarding federal agency may have a proprietary interest in patent rights to any inventions that are developed by the CONTRACTOR as provided in 35 U.S.C. §§200-212 and 37 CFR part 401 and retains a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so.

http://apps.usfa.fema.gov/hotel/

AGREEMENT NO 2026-AB-H Page 7 of 19

CONTRACTOR acknowledges that EPA has the right to reproduce, publish, use, and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes and EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under contract to perform another grant when such use promotes efficient and effective use of Federal grant funds.

Where federal funding is involved, the awarding federal agency may have a proprietary interest in patent rights to any inventions that are developed by the CONTRACTOR as provided in 35 U.S.C. §§200-212 and 37 CFR part 401 and retains a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so.

CONTRACTOR acknowledges that in accordance with 40 CFR 30.36 and 31.34, EPA has the rights to reproduce, publish, use, and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes.

Examples of a Federal purpose include but are not limited to: (1) Use by EPA and other Federal employees for official Government purposes; (2) Use by Federal contractors performing specific tasks for the Government; (3) Publication in EPA documents provided the document does not disclose trade secrets (e.g. software codes) and the work is properly attributed to the recipient through citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by State, tribal and local governments that carry out delegated Federal environmental programs as “co-regulators” or act as official partners with EPA to carry out a national environmental program within their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use is consistent with the terms of EPA’s authorization to the other grantee to use the copyrighted works or other data.

Under Item 6, the grantee acknowledges that EPA may authorize other grantee(s) to use the copyrighted works or other data developed under this grant as a result of:

• the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or:

• termination or expiration of this agreement.

In addition, EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under this grant to perform another grant when such use promotes efficient and effective use of Federal grant funds.

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.

In the event the materials are not considered “works for hire” under the U.S. Copyright laws CONTRACTOR shall grant AGENCY, and any federal entity which provided federal funds used in this contract, a royalty-free, nonexclusive and irrevocable license to reproduce, publish, recover or otherwise use the material(s) or property and to authorize others to use the same for federal, state or local government purposes.

Material which CONTRACTOR uses to perform the contract but is not created for or paid for by AGENCY is not “work made for hire”; however, CONTRACTOR shall grant 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, provided that such license shall be limited to the extent which CONTRACTOR has a right to grant such a license to use this material for AGENCY internal purposes at no charge to AGENCY. 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 AGENCY shall receive prompt written notice of each notice or claim of infringement received by the CONTRACTOR with respect to any material delivered under this contract. The AGENCY shall have the right to modify or remove any restrictive markings placed upon the material by the CONTRACTOR.

AGREEMENT NO 2026-AB-H Page 8 of 19

24. INTERNATIONAL TRAVEL (including Canada) – FOR FEDERAL FUNDED AGREEMENTS

ONLY

All International Travel must be approved by the Office of International and Tribal Affairs (OITA) BEFORE travel occurs. Even a brief trip to a foreign country, for example attending a conference, requires OITA approval.

Please contact your EPA Project Officer as soon as possible if travel is planned out of the country, including Canada and/or Mexico, so that they can obtain appropriate approvals from EPA Headquarters. If you have questions, please contact your EPA Project Officer listed on the front page of the Award Document.

25. 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.

26. LIGHT REFRESHMENTS and/or MEALS

Unless the event(s) and all of its components are described in the approved workplan, the recipient agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals served at meetings, conferences, training workshops, and outreach activities (events). The recipient must send requests for approval to the EPA Project Officer and include:

1) An estimated budget and description for the light refreshments, meals, and/or beverages to be served at the event(s);

2) A description of the purpose, agenda, location, length and timing for the event; and,

3) An estimated number of participants in the event and a description of their roles.

Cost for light refreshments and meals for recipient staff meetings and similar day-to-day activities are not allowable under EPA assistance agreements.

27. LOBBYING PROHIBITED

a. By signing this contract, CONTRACTOR agrees to comply with Title 40 CFR Part 34, New Restrictions on

Lobbying, 31 U.S.C. 1352, and 40 CFR Part 30 if applicable. CONTRACTOR shall include the language of this provision in subcontracts that exceed $100,000 of federal funds and require all subcontractors to certify and disclose accordingly.

b. No Federal appropriated funds shall be paid by or on behalf of the CONTRACTOR to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

c. If this contract includes federal funds exceeding $100,000, CONTRACTOR shall sign and submit to

AGENCY Exhibit D, Attachment 2, PSP Certification Regarding Lobbying (based on EPA Form 6600- 06 (Rev. 06/2008). If CONTRACTOR signed and submitted the PSP Certification Regarding Lobbying form during the procurement process for this contract it is not necessary to resubmit the certification.

d. If CONTRACTOR expends non-federal funds in any amount to lobby as detailed in a., above, CONTRACTOR shall complete and submit to Standard Form LLL (Rev. 4/2012), Disclosure of Lobbying

Activity. The form can be found at: http://www.epa.gov/ogd/AppKit/form/sflllin_sec.pdf.

28. LOBBYING AND LITIGATION

a. All recipients

i. The chief executive officer of this recipient agency shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the U.S.

unless authorized under existing law. The recipient shall abide by the Cost Principles available at 2 CFR 200 http://www.epa.gov/ogd/AppKit/form/sflllin_sec.pdf

AGREEMENT NO 2026-AB-H Page 9 of 19 which generally prohibits the use of federal grant funds for litigation against the U.S. or for lobbying or other political activities.

ii. The recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The recipient shall include the language of this provision in award documents for all subawards exceeding $100,000 and require that subrecipients submit certification and disclosure forms accordingly.

iii. In accordance with the Byrd Anti-Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure.

iv. Contracts awarded by a recipient shall contain, when applicable, the anti-lobbying provision as stipulated in the Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards.

v. Pursuant to Section 18 of the Lobbying Disclosure Act, the recipient affirms that it is not a nonprofit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a nonprofit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Nonprofit organizations exempt from taxation under section 501(c)(4) of the Internal Revenue Code that engage in lobbying activities are ineligible for EPA subawards.

29. NONDISCRIMINATION

a. Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

b. Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

c. Default. Notwithstanding any provision to the contrary, Agency may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Agency receives notification that Contractor, including any subcontractor, is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Agency may terminate this Contract in whole or in part, and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

d. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Agency shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an amount for damages Contractor or subcontractor will owe Agency for default under this provision.

30. NONDISCRIMINATION and DISADVANTAGED BUSINESS ENTERPRISES

In accordance with 40 CFR 33.106 and its Appendix A, the CONTRACTOR shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded under EPA financial assistance agreements.