25-00001 IFB Ponderosa Pine Seedlings 3.20.25.docx

Invitation For Bids (IFB) No. 25-00001 Sowing and Growing 85,000 Ponderosa Pine Seedlings

The Washington State Department of Fish and Wildlife (WDFW) issues this IFB (a.k.a. Solicitation) under the authority of the Revised Code of Washington (RCW) 39.26. WDFW reserves the right to change portions of this IFB, including modifying the dates and times set forth immediately below. Any changes will be sent electronically as Amendments to all users of Washington’s Electronic Business Solution (WEBS) who downloaded this IFB.

Posting Date March 20, 2025

Vendor Questions Are Due March 27, 2025 By 5:00 PM (Local Olympia, WA Time)

Answers to Vendor Questions (posted in WEBS)………April 3, 2025 By 5:00 PM (Local Olympia, WA Time)

Bid Due Date May 5, 2025 By 5:00 PM (Local Olympia, WA Time)

Anticipated Award Date May 14, 2025 By 5:00 PM (Local Olympia, WA Time)

Deliver Bids by email only to Procurement/IFB Coordinator:

Deanna Luque Washington Department of Fish and Wildlife Contracts and Purchasing

Washington State Department of Fish and Wildlife (WDFW) Page 1 of 16 IFB No. 25-00001 Washington State Department of Fish and Wildlife (WDFW) Page 3 of 16 IFB No. 25-00001 Contents

2.6.1 Pre-Bid Conference and Vendor Questions……………………………………………………………………………….7

4.5.1 Bid Response Evaluation Point Structure……………………………………………………………………………………………..12

SUMMARY OF OPPORTUNITY

Purpose of the Invitation for Bids (IFB) A contractor will be selected to sow and grow ponderosa pine seedlings. The seedlings will be planted on the 4-0 Unit of the Chief Joseph Wildlife Area. Seeds were gathered from the 4-0 unit approximately four (4) years ago and will be sown in nursery beds or in a greenhouse by the contractor. The legal descriptions of the seed collection sites was portions of Sections 25 and 36 of Township 7 North, Range 43 EWM and Sections 29,30, 31, and 32 of Township 17 North, Range 44 EWM.

The seeds were gathered in the locations where the seedlings will be planted. There are elevation as well as environmental and climate conditions these seeds are acclimated to, and the seeds are not easily replaceable. With that unique heritage in mind, the Washington Department of Fish and Wildlife (WDFW) requires Bidders to have and use a location in Washington State to sow and grow the seeds in order to limit the distance the seeds and seedlings must travel.

With hand weeding and the latest in transplant techniques, seedlings will be nurtured to hardy seedlings that will have the best chance of survival on the 4-0 unit by the spring (April or May) of 2027. In order to meet minimum sowing requests, WDFW is in need of contracting out the sowing and growing of approximately 85,000 container (paper pot or equivalent) seedlings from seed supplied by WDFW. Approximately 10,000 of those seedlings will be from the 3,000’ elevation zone, with the remaining 75,000 seedlings from the 3,500’ elevation zone. The contractor is expected to conduct germination tests for each seed zone prior to sowing.

The period of performance of any contract resulting from this solicitation is tentatively scheduled to begin on or about Wednesday, May 14, 2025 (or sowing date) and end on May 31, 2027 (or seedling lifting date). Amendments extending the period of performance, if any, shall be at the sole discretion of WDFW.

IFB OVERVIEW

2.1 Announcement and Special Information

The Invitation for Bids (IFB), its appendices, attachments, amendments and any incorporated documents will comprise the entire IFB which will become the resulting Contract between WDFW and the awarded Contractor only when it is countersigned by WDFW.

By responding to this IFB, a Bidder acknowledges having read and understood the entire IFB and accepts all information contained within the IFB without modification.

NOTE: The Competitive Procurement Standards is an Appendix to this IFB which consists of general provisions and terms for Solicitations issued by WDFW. Should a term within the Competitive Procurement Standards conflict with a term elsewhere in the IFB, the latter will prevail.

2.2 Complaint, Debrief, and Protest (General Information)

NOTE: See also, Appendix D- Complaint, Debrief, and Protest Procedure located in the Appendices section below. This document contains important additional and expanded details, such as rules, timing, criteria, form, etc.

Complaint: This solicitation offers a Complaint period for Bidders wishing to voice objections to this solicitation. The Complaint period ends five (5) business days before the bid due date. The Complaint period is an opportunity for the Bidder to voice objections, raise concerns or suggest changes. Failure by the Bidder to raise a complaint at this stage may waive its right for later consideration. WDFW will consider all complaints but is not required to adopt a complaint, in part or full. If Bidder complaints result in changes to the IFB, written amendments will be issued and posted on WEBS.

Complaints must be sent to the Procurement Coordinator located on the face page of this document.

Debrief: Debrief meetings are an opportunity for the Bidder and the Procurement Coordinator to meet and discuss the Bidders bid. A Debrief is a required prerequisite for a Bidder wishing to lodge a Protest. Following the evaluation of the bids, WDFW will issue an Announcement of the Apparent Successful Bidder (ASB). That announcement may be made by any means but WDFW will likely use email to the Bidder’s email address provided in the Bidder’s bid. Bidders will have three (3) business days to request a Debrief meeting. Once a Debrief meeting is requested, WDFW will offer the requesting Bidder one meeting opportunity and notify the Bidder of the Debrief meeting place, date and time. Please note, because the Debrief process must occur before making an award, WDFW will likely schedule the Debrief meeting shortly following the Announcement of the ASB and the Bidder’s request for a Debrief meeting. WDFW will not allow the Debrief process to delay the award or be used as a delaying tactic. Therefore, Bidders should plan for contingencies and alternate representatives and Bidders unwilling or unable to attend the Debrief meeting will lose its opportunity to Protest.

Protest: Bidders wishing to protest must do so in conformity with Appendix D - Complaint, Debrief, and Protest Procedure located in the Appendices section below.

1.3 Washington’s Electronic Business Solution (WEBS)

Bidders are solely responsible for:

· Properly registering with Washington’s Electronic Business Solution (WEBS) at www.des.wa.gov, and maintaining an accurate Vendor profile in WEBS.

· Downloading the IFB packet consisting of the IFB, all Appendices, and incorporated documents related to the IFB for which you are interested in Bidding.

· Downloading all current and subsequent Amendments to the IFB to ensure receipt of all IFB documents.

Notification of Amendments to the IFB will only be provided to those vendors who have registered with WEBS and have downloaded the IFB from WEBS. Failure to do so may result in a Bidder having incomplete, inaccurate, or otherwise inadequate information and Bid.

1.4 EVALUATION AND AWARD PROCEDURES

· Evaluation Team A team will be formed to evaluate bid responses. WDFW will first evaluate the bid responses for compliance with procedural requirements.

· Information Used for Evaluation The evaluation team will use the information in the Bidder Questionnaire, information gathered from Bidder’s references, and the cost proposal. No other information will be supplied to or used by the evaluation team.

· Evaluation Process WDFW will evaluate the bidders’ responses through the following process:

a. Preliminary screening. WDFW contract management staff will review proposers’ submissions and determine whether they are responsive to the procedural instructions in this IFB and meet criteria specified. Non-responsive bids will be eliminated from further consideration.

b. Evaluations of response/bid. An evaluation team will be formed to review responsive bids. The team will use the information provided by the Bidder as described in Section 3.1 Bid Submittals (Checklist) below; and information gathered from reference checks.

c. Reference checks. The WDFW may check references for the top bidder(s) only. In addition to contacting the references provided by bidders, WDFW may contact additional professional references to determine the bidders’ experience and past performance. Bidders whose references cannot be verified will be contacted by email and allowed one (1) business day to arrange for reference verification.

d. At the conclusion of the process described above, will consider the qualifications and prior work of Bidders as well as the qualifications of proposed staff, and name Apparent Successful Bidders. WDFW reserves the right to interview Proposer(s) prior to making the apparent successful bidder determination.

1.5 IFB Amendments

Prior to the Bid due date and time, WDFW reserves the right to change portions of this IFB. All changes will be issued in writing by WDFW as an Amendment and incorporated into the IFB. If there is any conflict between Amendments, or between an Amendment and the IFB, the document issued last in time will be controlling. Only Bidders who have properly registered and downloaded the original IFB directly via WEBS will receive notification of Amendments and other correspondence pertinent to the procurement.

1.6 vendor questions A Bidders Conference will not be held. Specific questions concerning this IFB should be submitted in writing via e-mail to the IFB Coordinator at the email address specified on Page one (1) of this IFB. Questions must be received by the IFB Coordinator no later than 5:00 p.m. (Local Olympia, WA Time) on March 27, 2025. WDFW anticipates issuing an amendment to this IFB responding to Bidder questions in WEBS on or about April 3, 2025 (Local Olympia, WA Time).

Pre Bid Conference and Vendor Questions Bidders wishing to submit a proposal for this procurement may attend an optional Pre-Bid Conference on April 8, 2025 from 2:00 pm to 3:00 pm, local Olympia WA time. This conference will be held virtually via a Microsoft Teams meeting; the link to this meeting is below:

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Join the meeting now Meeting ID: 273 990 597 444 Passcode: KH3LH3nF

Dial in by phone +1 564-999-2000,,677638138# United States, Olympia

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Specific questions concerning the procurement should be submitted in writing through email to the Procurement Coordinator by 5 PM, (Local Olympia, WA Time) on March 27, 2025, so that representatives of WDFW may prepare preliminary answers in advance of the conference. Additional questions will be entertained at the conference; however, responses may be deferred and provided later. Any oral answer given at the conference is to be considered as tentative. All questions submitted prior to or discussed during the conference will be researched and the official answers published to the WEBS as an amendment to this procurement on or about April 3, 2025. This will assure accurate and consistent responses to all Bidders. Only the written answers will be considered official.

1.7 Bidder Communication Responsibilities

During the IFB process, all Bidder communications concerning this IFB must be directed to the Procurement Coordinator. Unauthorized contact regarding this IFB with other state employees involved with the IFB may result in disqualification. All oral and written communications will be considered unofficial and non-binding on WDFW. Bidders should rely only on written Amendments issued by the Procurement Coordinator.

Bidders are encouraged to make any inquiry as early in the process as possible to allow WDFW to consider and respond; however, no response is required from the Procurement Coordinator.

Additionally, if a Bidder does not notify WDFW of an issue, exception, addition, or omission, WDFW may consider the matter waived by the Bidder for protest purposes.

If Bidder inquiries result in changes to the IFB, written amendments will be issued and posted on WEBS.

1.8 Bidder Responsiveness

Bidders should respond to each question/requirement contained in this IFB. Failure to comply with any applicable item may result in disqualification for non-responsiveness.

WDFW reserves the right to determine the actual level of Bidders’ compliance with the requirements specified in this IFB and to waive informalities in a Bid. An informality is an immaterial variation from the exact requirements of the competitive IFB, having no effect or merely a minor or negligible effect on quality, quantity, or delivery of the supplies or performance of the services being procured, and the correction or waiver of which would not affect the relative standing of, or be otherwise prejudicial to Bidders.

1.9 Pricing

Bid prices must include all cost components needed for the delivery of the goods and/or services as described in this IFB. Failure to identify all costs in a manner consistent with the instructions in this IFB is sufficient grounds for disqualification.

The proposed pricing levels should reflect the market provided by the Contract resulting from this IFB.

1.10 Non-Endorsement & Publicity

In selecting a Bidder to supply goods and services specified herein to contract Purchasers, neither WDFW nor the Purchasers are endorsing the Bidder’s goods and purchased services, nor suggesting that they are the best or only solution to their needs.

1.11 No Costs or Charges

Costs or charges under the proposed Contract incurred before a Contract is fully executed will be the sole responsibility of the Bidder.

1.12 No Mandatory Best and Final Offer

WDFW reserves the right to make an Award without further discussion of the Bid submitted. Therefore, the Bid should be submitted on the most favorable terms that a Bidder intends to offer.

1.13 Economic and Environmental Goals

In support of the state’s economic and environmental goals, although not an Award factor (unless otherwise specified herein), Bidders are encouraged to consider the following in responding to this IFB:

· Support for a diverse supplier pool, including Washington small, minority and women-owned business enterprises. Bidders may contact the Office of Minority and Women’s Business Enterprise to obtain information on certified firms or to become certified.

· Use of environmentally preferable goods and services to include post consumer waste and recycled content.

PREPARATION OF BIDS

1. Bid Submittals (Checklist) The following checklist identifies the submittals which will comprise a Bid. Any Bid received without a REQUIRED submittal may be rejected as being non-responsive. Please identify each page of the submittals, as well as any supplemental materials with your company name or other identifiable company mark.

· Signature (REQUIRED): Complete, print, sign and return the Authorized Offer & Contract Signature Page as instructed. WDFW prefers blue ink.

· Signature (REQUIRED) Sign, date and return a copy of the Certifications & Assurances.

· Appendix B (REQUIRED) Complete, print, and return a copy of the Price Sheet Bid Proposal as instructed. Failure to address each line item as instructed may result in a bid being rejected for lack of responsiveness.

· Appendix C (REQUIRED) Complete, print, and return a copy of the Bidder Profile/Questionnaire as instructed. Failure to address each line item as instructed may result in a bid being rejected for lack of responsiveness.

1.15 Format

One copy of the complete proposal must be submitted by the Bidder to the IFB Coordinator listed on page one (1) by email using Microsoft Word, Excel or portable document format (pdf). Any documents which require an official signature should be submitted in pdf.

1.16 Due Date and Time

All bids must be sent to the Procurement Coordinator by email as stated on the face page one (1) of this IFB and must be received on or before the due date and time at the location specified on the page one (1) of this IFB. Time of receipt will be determined by the email only, received by WDFW’s Procurement Coordinator listed on page one (1) of this document.

Bidders are cautioned to allow sufficient time to ensure timely receipt of their electronic bid by the Procurement Coordinator. If a Bid is late or received at a location or address other than that specified herein, it will be rejected and automatically disqualified from further consideration.

SUBMITTALS, EVALUATION AND AWARD

1. General Provisions

· Bidder Responsiveness, Responsibility and Price Factors which will be evaluated based on the Evaluation Process described in this section.

· Contract Award will be based on the Evaluation and Award criteria established herein and will be subject to consideration of all factors identified in, RCW 39.26.160(2) & (3), WAC 200-300, and other criteria identified in the IFB.

· Bidders whose bids are determined to be non-responsive will be rejected and will be notified by email of the reasons for such rejection.

· To aid in the evaluation process, after the bid due date and time, WDFW may require individual Bidders to appear at a date, time and place determined by WDFW for the purpose of conducting discussions to determine whether both parties have a full and complete understanding of the nature of Contractual requirements. In no manner shall such action be construed as negotiations or an indication of WDFW’s intention to Award.

Notwithstanding any other provision of this IFB, WDFW reserves the right to:

(1) waive any informality in the solicitation documents or process;

(2) contact any Bidder for clarification of its bid;

(3) reject any or all bids, or portions thereof;

(4) accept any portion of the items bid unless the Bidder stipulates all or nothing in their bid;

(5) cancel all or any portion of the IFB;

(6) request best and final offers from lowest Responsive and Responsible Bidder(s);

(7) award to the lowest responsive and responsible Bidder, taking into consideration:

Preferences and Penalties: Preferences and penalties that are required by law, rule, or IFB will be applied to Bid pricing. Some preferences and penalties may be added by contract language and could be applied to Bid pricing. A preference reduces the Bidder’s stated price by the amount of the preference and is an advantage to the Bidder. A penalty increases the Bidder’s stated price by the amount of the penalty and is a disadvantage to the Bidder. Preferences and penalties are applied to the pricing for evaluation purposes only but are not applied for purchasing purposes.

References: WDFW reserves the right to use references to confirm satisfactory customer service, performance, satisfaction with service/product, knowledge of products/ service/ industry and timeliness; any negative or unsatisfactory response may be an adequate reason for rejecting a Bidder as non-responsible and unable to suit the needs of the state. WDFW reserves the right to waive the reference check. Bidders deemed non-responsible may be rejected.

1.18 Determination of Responsiveness

Bids will be reviewed initially on a pass/fail basis to determine compliance with administrative requirements as specified herein.

WDFW reserves the right to determine at its sole discretion whether a Bidder’s response to a minimum IFB requirement is sufficient to pass. However, if all Bidders fail to meet any single IFB requirement, WDFW may reject all Bids and cancel the IFB or waive the requirement from the IFB’s requirements for responsiveness.

Responsive Bids will be further evaluated based on the requirements in this IFB.

1.19 Determination of Responsibility

During evaluation, WDFW reserves the right to make reasonable inquiry to determine the responsibility of any Bidder. Requests may include, but are not limited to, financial statements, credit ratings, references, record of past performance, clarification of Bidder’s offer, and on-site inspection of Bidder's or Bidder's Subcontractor's facilities. Failure to respond to said request(s) may result in a Bid being rejected as non-responsive.

1.20 Price Evaluation

The bidder must complete the price sheet as indicated in Appendix B or the bid may be rejected. WDFW will multiply the Unit Price by the Quantity to arrive at an Extended Price for each line item. All line items will be summed to form a Subtotal. The Subtotal will be applied to any preferences and penalties required by law or the solicitation to form a price sheet Total. The responsive and responsible bidder with the lowest Total will be designated the Apparent Successful Bidder (ASB) and may receive an award. In the event of a conflict between the Unit Price and the Extend Price, the Unit Price shall control.

1.21 BID RESPONSE EVALUATION

The bidder must complete the Response as indicated in Appendix B or the bid may be rejected. Responses will be evaluated to the criteria listed below.

BID RESPONSE EVALUATION POINT STRUCTURE

Responses will be evaluated on a points structure of 0-3:

0 = no response, does not meet the criteria 1 = minimal response, just meets the criteria 2 = good response, meets the criteria 3 = Great response, exceeds the criteria

1.22 Selection of Apparent Successful Bidder

The responsive and responsible Bidder who meets all of the IFB requirements and [has the lowest evaluated price] as described in this section, will be the Apparent Successful Bidder.

Prior to the Award, WDFW may negotiate with an Apparent Successful Bidder to determine if a Bid can be improved.

Designation as an Apparent Successful Bidder does not imply that WDFW will issue an Award to your firm. It merely suggests that at this moment in time, WDFW believes your bid to be responsive. This designation allows WDFW to perform a responsibility analysis and ask for additional documentation. WDFW is also at liberty to re-review and determine whether the bid is truly responsive as initially believed. The Bidder must not construe this as an Award, impending Award, attempt to negotiate, etc. If you act or fail to act in reliance of this notification, you do so at your own risk and expense.

1.23 Announcement of the Apparent Successful Bidder (ASB)

WDFW will notify the Apparent Successful Bidder by email according to the email address provided by the Bidder’s profile bid.

Following the Announcement of the Apparent Successful Bidder, Bidders may request a Debrief conference. The Bidder will have a short period of time to request the Debrief conference and a Debrief conference is a required prerequisite for any Bidder desiring to protest the award. See also Solicitation section 2.2 – Complaints, Debriefs, and Protests (General Information) and Appendix D – Complaint, Debrief, and Protest Procedures. These have expanded details regarding timing, form, and contact information. Failure to follow applicable instructions could result in your claim being denied.

1.24 Bid Information Availability after Announcement of Apparent Successful Bidder After the Announcement of the ASB, information regarding results of the IFB may be obtained by contacting the Procurement Coordinator. Bidders may also schedule an appointment to review the bidding process.

CONTRACT INFORMATION

5.1 The Contract

A Bid submitted to this IFB is an offer to Contract with WDFW.

A Bid becomes a Contract only when awarded and accepted in writing by WDFW (when the Authorized Offer & Contract Signature Page is countersigned by WDFW).

The documents listed below are, by this reference, incorporated into a Contract resulting from this IFB as though fully set forth herein. No other statements or representations, written or oral, shall be deemed a part of the Contract.

a. The IFB

b. The awarded portions of the Bidder/Contractor’s Bid

c. All Appendices

d. IFB Amendments (if any)

e. Award Letter (if any)

1. Order of Precedence, Conflict and Conformity In the event of a conflict in such terms, or between the terms and any applicable statute or rule, the inconsistency will be resolved by giving precedence in the following order:

a. Applicable Federal and state of Washington statutes and regulations

b. Mutually agreed written Amendments to the resulting Contract

c. The Contract, including all documents incorporated in the subsection immediately above.

Conflict: To the extent possible, the terms of the Contract shall be read consistently.

Conformity: If any provision of the Contract violates any Federal or state of Washington statute or rule of law, it is considered modified to conform to that statute or rule of law.

1.26 Parties

This Contract is entered into by and between the state of Washington, acting by and through WDFW and the awarded Contractor with the parties more fully described in the Authorized Offer and Contract Signature Page below.

1.27 Authority to Bind

The signatories to this Contract represent that they have the authority to bind their respective organizations to this Contract.

1.28 Counterparts

This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate will be deemed an original copy of this Contract signed by each party, for all purposes.

1.29 Changes

WDFW reserves the right to modify the resulting Contract (including but not limited to adding or deleting products) by mutual agreement between WDFW and the Contractor. Alterations to any of the terms, conditions, or requirements of this Contract shall only be effective upon written issuance of a mutually-agreed Contract Amendment by WDFW. However, changes to point of contact information may be updated without the issuance of a mutually-agreed Contract Amendment.

Price Protection The Contract prices are the maximum prices the Contractor may charge.

If lower pricing for similar quantities becomes effective for the Contractor, Purchasers must be given immediate benefit of such lower pricing. The Contractor may also offer volume and promotional discounts.

Contractor agrees all the prices, terms, warranties, and benefits provided in this Contract are comparable to or better than the terms presently being offered by the Contractor to any other governmental entity purchasing similar quantities under similar terms. If, during the term of this Contract, the Contractor enters into Contracts with other governmental entities providing greater benefits or more favorable terms than those provided by this Contract, the Contractor is obligated to provide the same to Purchasers for subsequent purchases, and WDFW will be notified of changes in Contract pricing.

1.30 Miscellaneous Expenses

Since expenses related to day-to-day Contract performance (including but not limited to, travel, lodging, meals, and incidentals) will not be reimbursed to the Contractor, rates proposed by the Bidder must include these costs.

APPENDICES

Reminder: By responding to this IFB, a Bidder acknowledges reading, understanding, and accepting all information contained within the entire IFB without modification.

Appendix A: WDFW General Terms and Conditions

Appendix B: Price Sheet (Bid) Proposal

Appendix C: Bidder Profile/Questionnaire

Appendix D: Complaint, Debrief, and Protest Procedure

CERTIFICATIONS & ASSURANCES

We make the following certifications and assurances as a required element of submitting this Bid, affirming the truthfulness of the facts declared here and acknowledging that the continuing compliance with these statements and all requirements of the IFB are conditions precedent to the award or continuation of the resulting Contract.

1. We have read, understand, and agree to abide by all information contained in the IFB, all Appendices, and incorporated documents.

2. The prices in this Bid have been arrived at independently, without engaging in collusion, bid rigging, or any other illegal activity, and without for the purpose of restricting competition any consultation, communication, or agreement with any other Bidder or competitor relating to (i) those prices, (ii) the intention to submit an offer, or (iii) the methods or factors used to calculate the prices offered. The prices in this Bid have not been and will not be knowingly disclosed by the Bidder, directly or indirectly, to any other Bidder or competitor before Contract award unless otherwise required by law. No attempt has been made or will be made by the Bidder to induce any other concern to submit or not to submit an offer for the purpose of restricting competition. However, we may freely join with other persons or organizations for the purpose of presenting a Bid.

3. The attached Bid is a firm offer for a period of 90 days following the Bid Due Date specified in the IFB, and it may be accepted by WDFW without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 90-day period. In the case of a protest, our Bid will remain valid for 90 days or until the protest and any related court action is resolved, whichever is later.

4. In preparing this Bid, we have not been assisted by any current or former employee of the state of Washington whose duties relate (or did relate) to the state's IFB, or prospective Contract, and who was assisting in other than his or her official, public capacity. Neither does such a person nor any member of his or her immediate family have any financial interest in the outcome of this Bid. (Any exceptions to these assurances are described in full detail on a separate page and attached to this document.)

5. We understand that the state will not reimburse us for any costs incurred in the preparation of this Bid. All Bids become the property of the state, and we claim no proprietary right to the ideas, writings, items or samples unless so stated in the Bid. Submittal of the attached Bid constitutes an acceptance of the evaluation criteria and an agreement to abide by the procedures and all other administrative requirements described in the IFB.

6. We understand that any Contract awarded as a result of this Bid will incorporate all IFB requirements. Submittal of a Bid and execution of this Certifications and Assurances document certify our willingness to comply with the Contract terms and conditions appearing in the IFB, all Appendices, and incorporated documents if selected as a Contractor. It is further understood that our standard Contract will not be allowed as a replacement for the terms and conditions appearing in the IFB, all Appendices, and incorporated documents of this IFB.

7. By submitting this Bid, Bidder hereby offers to furnish materials, supplies, services and/or equipment in compliance with all terms, conditions, and specifications contained in this IFB.

8. We are not submitting any exceptions.

9. That neither the Bidder nor its “principals” (as defined in 49 CFR 29.105) are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

10. That we have NOT been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of RCW chapters 49.46, 49.48, or 49.52 within three (3) years prior to the date of the solicitation date.

I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct.

I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct.

Signature of Proposer Place of Signature

Signature of Proposer Place of Signature

Title Date

I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct.

Signature of Proposer Place of Signature

Title Date I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct.

SIGNATURE OF PROPOSER

PLACE OF SIGNATURE

TITLE DATE

AUTHORIZED OFFER & CONTRACT SIGNATURE PAGE

In submitting this Bid, the Authorized Signatory below acknowledges having read and understood the entire IFB and agrees to comply with its terms and conditions including the Certifications and Assurances. The Authorized Signatory also agrees to fulfill the offer made in this Bid and any subsequently awarded Contract.

In Witness Whereof, the parties hereto, having read and understood this Contract in its entirety, including but not limited to, the Bidder’s Authorized Offer (Firm Offer), Certification of Assurances, and all attachments, do agree in each and every particular and have thus set their hands hereunto.

This Contract’s first day of performances is this _________day of ______________, ______.

Date completed by WDFW

APPROVED (WDFW)

APPROVED (VENDOR/CONTRACTOR)

Department of Fish and Wildlife 600 Capitol Way N.

Olympia WA 98501-1091

Washington State Department of Fish and Wildlife

Bidder’s Company Name & Address

X

Signature Date

Signature Date

Typed or Printed Name, Title

Typed or Printed Name, Title

WDFW Contract Number: _____________ Maximum Amount:__________________ Start Date: _________________________ End Date: __________________________

CONTACT INFORMATION

CONTACT INFORMATION

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Appendix A- General Terms and Conditions Services Contracts .docx

GENERAL TERMS AND CONDITIONS

Services Contract

DEFINITIONS

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

A. "AGENCY" or “WDFW” shall mean the Department of Fish and Wildlife 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. “RCW” shall mean the Revised Code of Washington. All references in the contract to RCW chapters or sections shall include any successor, amended or replacement statutes.

E. "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.

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) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The CONTRACTOR must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications.

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/SAFEGUARDING OF 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.

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, 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 AGENCY shall receive prompt written notice of each notice or claim of infringement received by the CONTRACTOR 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.

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.

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.

FILING REQUIREMENT

The provisions of Chapter 39.26 RCW may require the AGENCY to file this contract as a sole source contract with the Department of Enterprise Services (DES) for approval. If so filed the effective date of this contract is upon DES approval of the contract, the tenth (10th) working day after it is filed with DES, or as agreed between the parties, whichever is later.

FINAL INVOICE

The CONTRACTOR shall submit the final invoice not later than 60 calendar days from the end of the contract period.

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.

INDEMNIFICATION

To the fullest extent permitted by law, the 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. The CONTRACTOR’S obligations to indemnify, defend, and hold harmless includes any claim by the CONTRACTORS’ agents, employees, representatives, or any subcontractor or its employees.

The CONTRACTOR expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incident to the CONTRACTOR’S or any subcontractor’s performance or failure to perform the contract. The 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.

The 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. 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.

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 amount 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&I’s rights to collect from the CONTRACTOR.

INSURANCE

The CONTRACTOR shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any negligent or intentional act or omission of the CONTRACTOR or subcontractor, or agents of either, while performing under the terms of this contract.

The CONTRACTOR shall provide insurance coverage, which shall be maintained in full force and effect during the term of this contract, as follows:

1. Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1,000,000 per occurrence. Additionally, the CONTRACTOR is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.

1. Automobile Liability. In the event that services delivered pursuant to this contract involve the use of vehicles, either owned or unowned by the CONTRACTOR, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage.

1. Marine Insurance. If the CONTRACTOR will be using a vessel or boat in the performance of this contract, the CONTRACTOR shall maintain a Commercial Marine Protection and Indemnity (P&I) Policy with P&I limit of not less than $1,000,000 per occurrence and with a deductible not to exceed $25,000 (to include diving operations if diving is a part of the contracted service for any liability which includes coverage for injury to the crew and passengers).

1. The insurance required shall be issued by an insurance company/ies authorized to do business within the state of Washington, and shall name the state of Washington, its agents and employees as additional insureds under the insurance policy/ies. All policies shall be primary to any other valid and collectable insurance. CONTRACTOR shall instruct the insurers to give AGENCY thirty (30) calendar days advance notice of any insurance cancellation.

The CONTRACTOR shall submit to AGENCY within fifteen (15) calendar days of the contract effective date, a certificate of insurance that outlines the coverage and limits defined in this section. The CONTRACTOR shall submit renewal certificates as appropriate during the term of the contract; the failure of the AGENCY to enforce this term in no way reduces the CONTRACTOR’s responsibilities under this section.

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.