CONTRACT NO. 93-111378 Page 1 of 29

Template update: 02.04.2026

WASHINGTON STATE

DEPARTMENT OF NATURAL RESOURCES

CONTRACT NO. 93-111378

PI: 39R

Funding Source: State Grant Funded: Not Applicable DES Supplier Diversity: Not Applicable Procurement Method: Sole Source

This contract is made and entered into by and between the Washington State Department of Natural Resources, hereinafter referred to as "DNR", and the below named firm, hereinafter referred to as

“CONTRACTOR”.

Van Wagenen Robert Farel dba Ecoscan Resource DataInc.

143 Browns Valley Road Watsonville, CA 95076 Phone: 831-728-5900

FAX: 831-728-5900

Email: ecoscan@aol.com WA State UBI Number: 601-187-403 Federal Taxpayer Identification Number: 94-2815734 Statewide Vendor # (SWV): 0137961

CONTRACT NO. 93-111378 Page 2 of 29

1. PURPOSE

The purpose of this contract is to record the aerial extent of coastal kelp canopies from imagery to be collected in 2026 within a specified survey range as identified by DNR.

2. SCOPE OF WORK

A. Exhibit A, attached hereto and incorporated by reference, contains the General Terms and

Conditions governing work to be performed under this contract, the nature of the working relationship between DNR and CONTRACTOR, and specific obligations of both parties.

B. CONTRACTOR will provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

The CONTRACTOR will map the aerial extent of the coastal kelp (Nereocystis luetkeana and Macrocystis pyrifera) canopies from imagery the CONTRACTOR will collect in 2026 within the DNR assigned survey range (described below) from an aerial platform, utilizing existing vertical color infrared digital photography. Low altitude kelp canopy composition observations will be provided in support of the aerial imagery. All survey imagery will be projected onto existing baseline maps and the kelp canopies, by species, accurately rendered. Each subsequent kelp canopy map will be scanned into an image processing program and a detailed analysis of canopy planimeter area by canopy number, species, map page, and survey range conducted.

Statistical comparisons of changes in these indices between this current survey and those of previous inventory will be included. A variety of output products, featuring maps at several scales, will be presented by the CONTRACTIR ti DBR as a means of understanding this important resource. Imagery, processing, analysis and presentation methods will be consistent with the imagery, processing, analysis and presentation methods used in past reports dating from 1990-2025.

A report from 2024 summarizing methods to be used is available at:

https://dnr.wa.gov/sites/default/files/2026-02/aqr_nrsh_vanwagenen24.pdf

The survey range for the long-term monitoring survey is the Washington State marine coastline from the city of Port Townsend to the Copalis River, including Protection, Tatoosh, and Destruction Islands. The survey range for the reserves survey is shoreline within the following properties, identified as DNR Aquatic Reserves: Cherry Point, Smith and Minor Islands, and Cypress Island.

(1) The CONTRACTOR will perform work for the following tasks identified by map type:

Task 1. Kelp Long Term Monitoring Map 1 (based on imagery being collected by the CONTRACTOR for 2026) Task 2. Kelp in Reserves Map 1 (based on imagery being collected by the CONTRACTOR for 2026)

(2) The CONTRACTOR shall perform the following work for Tasks 1-2:

https://dnr.wa.gov/sites/default/files/2026-02/aqr_nrsh_vanwagenen24.pdf

CONTRACT NO. 93-111378 Page 3 of 29

1. Imagery/other original data – CONTRACTOR shall:

a. Complete a set of indexed/labeled digital aerial imagery (kelp contrast enhanced) covering the nearshore of project area.

b. Produce a final report with text, tables, figures, canopy/planimeter area-species maps (8.5” x 11”), to be provided in:

i. A bound binder which will include above with color figures (two copies)

ii. A spiral bound which will include three copies of the data listed above with black and white figures

c. Produce a copy of the final report which includes all the information listed above with all pages in black and white, single sided for duplication.

i. Clamp bound (one copy)

2. Map Plate Sets – CONTRACTOR shall produce:

d. Kelp bed canopy area maps

i. Clamp bound 24” x 36” (two copies)

ii. Pressboard bound - 11” x 17” (two copies)

e. Kelp bed planimeter area/species comp. maps

i. Pressboard bound - 11” x 17” (two copies)

3. Electronic data – CONTRACTOR shall provide DNR with:

f. Final report tables: 1-14 Microsoft Excel (.xls) format (two copies in final report binders)

g. Kelp bed canopy area and planimeter area/species composition maps:

1-25 (for portions of project area from the city of Port Townsend, WA to the Destruction Islands)

i. Maps presented in ERDAS “Imagine” (.img) format

ii. External hard drive (two copies in final report binders)

h. One external hard drive containing files for each color-infrared (CIR) photo image referenced above, scanned at 2,000 dpi.

The CONTRACTOR shall complete all work, including submission of reports, and/or other required documentation within the time periods set forth below.

C. The CONTRACTOR shall produce the following written reports or other written documents

(deliverables) by the dates indicated below.

Task 1. All reports and deliverables identified in 2B above by March 15, 2027 Task 2. All reports and deliverables identified in 2B above by May 15, 2027

All written reports and deliverables under this contract must be delivered to Danielle Claar, the DNR Project Manager, in accordance with the schedule above.

3. SUBCONTRACTORS

Prior authorization is required by DNR if any subcontractor(s) will be used to perform any part of the work under this contract.

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4. PERIOD OF PERFORMANCE

The period of performance under this contract will be from the date of execution through June 30, 2027, unless terminated sooner as provided herein.

5. DES FILING REQUIREMENT

15-Day Filing (Sole source contracts over $30,000)

The provisions of RCW 39.26 require DNR 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 fifteenth (15th) working day following the date of filing, subject to DES approval.

6. COMPENSATION

Total compensation payable to CONTRACTOR for satisfactory performance of the work under this contract shall not exceed Forty-Three Thousand Four Hundred Eight Dollars ($43,408), and all applicable taxes. CONTRACTOR's compensation shall be based on the following:

Task 1. Kelp Long Term Monitoring Map 1 $30,728 Task 2. Kelp in Reserves Map 1 $12,680

Total CONTRACTOR Cost: $43,408

Expenses No additional expenses are allowed under this contract.

7. BILLING PROCEDURES AND PAYMENT

DNR will pay CONTRACTOR upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the DNR Project Manager according to task deliverable dates.

The invoices shall describe and document, to DNR’s satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the contract reference number 93-111378. If expenses are invoiced, a detailed breakdown of each type shall be provided.

Supporting documentation must accompany any expense (unless noted otherwise above) in order to receive reimbursement.

Payment shall be considered timely if made by DNR within thirty (30) calendar days after receipt of properly completed invoices.

DNR may, in its sole discretion, terminate the contract or withhold payments claimed by CONTRACTOR for services rendered if CONTRACTOR fails to satisfactorily comply with any term or condition of this contract.

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

Fiscal/Biennial Closures: Under fiscal/biennial closing procedures, CONTRACTOR must submit all invoices and/or billings for services or material supplied under this contract through June 30 to DNR no later than July 10 of the same year. If DNR does not receive invoices and bills by July 10, a considerable delay in payment may result.

8. CONTRACT MANAGEMENT

The Project Manager for each of the parties shall be the contact person for all communications and billings regarding the performance of this contract.

CONTRACTOR Contract Manager Information AGENCY Contract Manager Information

Bob Van Wagenen Van Wagenen Robert Farel dba EcoScan Resource Data, Inc.

143 Browns Valley Road Watsonville, CA 95076 Phone: 831-728-5900 Fax: 831-728-5900 Email address: ecoscan@aol.com

Danielle Claar Department of Natural Resources 1111 Washington Street SE, MS 47027 Olympia, WA 98504-4000 Phone: 360-902-1030 Fax: 360-902-1786 Email address: Danielle.claar@dnr.wa.gov

CONTRACTOR Project Manager Information

AGENCY Project Manager Information

Bob Van Wagenen Van Wagenen Robert Farel dba EcoScan Resource Data, Inc.

143 Browns Valley Road Watsonville, CA 95076 Phone: 831-728-5900 Fax: 831-728-5900 Email address: ecoscan@aol.com

Danielle Claar Department of Natural Resources 1111 Washington Street SE, MS 47027 Olympia, WA 98504-4000 Phone: 360-902-1030 Fax: 360-902-1786 Email address: Danielle.claar@dnr.wa.gov

9. INSURANCE

Before using any of said rights granted herein and at its own expense, CONTRACTOR shall purchase and maintain, the insurance described below for the entire duration of this agreement.

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Failure to purchase and maintain the required insurance may result in the termination of the agreement at DNR’s option.

All insurance provided in compliance with this agreement shall be primary as to any other insurance or self-insurance programs afforded to, or maintained by, the State of Washington, Department of Natural Resources.

CONTRACTOR shall provide DNR with certificates of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements specified in this agreement before using any of said rights granted herein. The description section of the certificate shall contain the Contract Number and the name of the DNR Project Manager.

CONTRACTOR shall also provide renewal certificates as appropriate during the term of this agreement.

CONTRACTOR shall include all subcontractors and agents as insured under all required insurance policies or shall provide separate certificates of insurance for each subcontractor or agent. Failure of CONTRACTOR to have its subcontractors and agents comply with the insurance requirements contained herein does not limit CONTRACTOR’s liability or responsibility.

INSURANCE TYPES & LIMITS: The limits of insurance, which may be increased by State, as deemed necessary, shall not be less than as follows:

Commercial General Liability (CGL) Insurance: CONTRACTOR shall purchase and maintain commercial general liability insurance with a limit of not less than $1,000,000 per each occurrence.

If such CGL insurance contains aggregate limits, the general aggregate limits shall be at least twice the "each occurrence" limit, and the products-completed operations aggregate limit shall be at least twice the "each occurrence" limit. All insurance must cover liability arising out of premises, operations, independent contractors, products completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another party assumed in a business contract) and contain separation of insured (cross-liability) condition.

Employer's Liability ("Stop Gap") Insurance: CONTRACTOR shall purchase and maintain employer’s liability insurance and if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease.

Business Auto Policy (BAP) Insurance: CONTRACTOR shall purchase and maintain business auto insurance and if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 per accident, with such insurance covering liability arising out of "Any Auto".

The policy shall be endorsed to provide contractual liability coverage and cover a “covered pollution cost or expense.” CONTRACTOR waives all rights of subrogation against State for the recovery of damages to the extent they are covered by business auto liability or commercial umbrella liability insurance.

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Industrial Insurance (Workers Compensation): CONTRACTOR shall comply with or provide Federal Workers Compensation insurance, out of state workers compensation insurance, or coverage under Title 51 RCW by maintaining workers compensation insurance for its employees.

CONTRACTOR waives all rights of subrogation against State for recovery of damages to the extent they are covered by Industrial Insurance, employer’s liability, general liability, excess, or umbrella insurance. CONTRACTOR waives its Title 51 RCW immunity to the extent it is required by its indemnity obligation under this agreement.

If CONTRACTOR fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, DNR may collect from CONTRACTOR the full amount payable to the Industrial Insurance accident fund. DNR may deduct the amount owed by CONTRACTOR to the accident fund from the amount payable to CONTRACTOR by DNR under this contract and transmit the deducted amount to the Washington Department of Labor & Industries (L&I), Division of Insurance Services.

Errors and Omissions (Professional Liability) Insurance: CONTRACTOR shall purchase and maintain errors and omissions insurance including coverage for professional liability with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate.

ADDITIONAL PROVISIONS:

Additional Insured: DNR, its officials, agents, and employees shall be named as additional insured by endorsement on all general liability, excess, and umbrella insurance policies.

Cancellation: DNR shall be provided written notice before cancellation or non-renewal of any insurance referred to therein, in accord with the following specifications.

1. Insurers subject to Chapter 48.18 RCW (Admitted and Regulated by the Insurance

Commissioner): The insurer shall give the State forty-five (45) days advance notice of cancellation or nonrenewal. If cancellation is due to non-payment of premium, the State shall be given ten (10) days advance notice of cancellation.

2. Insurers subject to Chapter 48.15 RCW (Surplus Lines): The State shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non-payment of premium, the State shall be given ten (10) days advance notice of cancellation.

Insurance Carrier Rating: All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII, or better. Any exception must be reviewed and approved by the DNR Risk Manager or the DNR Contracts Manager, in the Risk Manager’s absence. If an insurer is not admitted to do business in Washington State, all insurance policies and procedures for issuing the insurance policies must comply with Chapters 48.15 RCW and 284-15 WAC.

Self-Insurance: If CONTRACTOR is self-insured, evidence of its status as a self-insured entity shall be provided to State. The evidence should demonstrate that CONTRACTOR’s self-insurance meets all of the required insurance coverage of this Agreement to the satisfaction of State including the description of the funding mechanism and its financial condition. If the funding mechanism or https://apps.leg.wa.gov/rcw/default.aspx?Cite=51

CONTRACT NO. 93-111378 Page 8 of 29 financial condition of the self-insurance program of CONTRACTOR is inadequate, then State may require the purchase of additional commercial insurance to comply with this agreement.

Waiver: CONTRACTOR waives all rights of subrogation against State for recovery of damages to the extent these damages are covered by general liability, excess, or umbrella insurance maintained pursuant to this agreement.

10. ASSURANCES

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

11. ORDER OF PRECEDENCE

Each of the exhibits listed below is by this reference hereby incorporated into this contract. In the event of an inconsistency in this contract, the inconsistency shall be resolved by giving precedence in the following order:

1. Applicable federal statutes and regulations.

2. State of Washington statutes and regulations.

3. Special terms and conditions as contained in this basic contract instrument.

4. Exhibit A – Washington State Department of Natural Resources General Terms and

Conditions.

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

12. ENTIRE AGREEMENT

This contract, including referenced exhibits, 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.

13. 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.

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14. APPROVAL

By signature below, the parties certify that the individuals listed in this document, as representatives of the parties, are authorized to act in their respective areas for matters related to this instrument. IN WITNESS WHEREOF, the parties have executed this agreement.

VAN WAGENEN ROBERT FAREL DBA

ECOSCAN RESOURCE DATA, INC

STATE OF WASHINGTON

DEPARTMENT OF NATURAL

RESOURCES

Signature Date Signature Date Robert VanWagenen Thomas Gorman Name Name President Aquatic Resources Division Manager Title Title

143 Browns Valley Road 1111 Washington Street SE, MS 47027 Watsonville, CA 95076 Olympia, WA 98504-7027 Address Address 831-728-5900 360-902-1100 Telephone Telephone

CONTRACT NO. 93-111378 Page 10 of 29

EXHIBIT A

WASHINGTON STATE DEPARTMENT OF NATURAL RESOURCES

GENERAL TERMS AND CONDITIONS

1. ACCESS TO DATA

CONTRACTOR shall provide access to data generated under this contract to DNR, 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 CONTRACTOR’s reports, including computer models and methodology for those models.

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 DNR.

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) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 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.

5. ANTITRUST

CONTRACTOR hereby assigns to DNR any and all of its claims for price fixing or overcharges, which arise under federal or state law relating to the goods, products, or services purchased under this contract.

6. ASSIGNMENT

Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by CONTRACTOR without prior written consent of DNR, and DNR may consider any attempted assignment without such consent to be void. However, if CONTRACTOR provides written notice to DNR within thirty (30) calendar days, CONTRACTOR may assign its rights under this agreement in full to any parent, subsidiary, or affiliate of CONTRACTOR that controls or is controlled by or under common control with CONTRACTOR, is merged or consolidated with CONTRACTOR, or purchases a majority or controlling interest in the ownership or assets of CONTRACTOR. Unless otherwise agreed, CONTRACTOR guarantees prompt performance of all obligations under this agreement notwithstanding any prior assignment of its rights.

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7. ATTORNEYS’ FEES

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

8. COMPLIANCE WITH APPLICABLE LAW

At all times during the term of the contract, CONTRACTOR shall comply with all applicable laws.

9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION

CONTRACTOR shall not use or disclose any information concerning DNR, 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 DNR, or as may be required by law.

10. CONFLICT OF INTEREST

Notwithstanding any determination by the Executive Ethics Board or other tribunal, DNR may, in its sole discretion, by written notice to 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 CONTRACTOR in the procurement of, or performance under, this contract.

In the event this contract is terminated as provided above, DNR shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event of a breach of the contract by CONTRACTOR. The rights and remedies of DNR 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.

11. COPYRIGHT PROVISIONS

Unless otherwise provided, all materials produced under this contract shall be considered "works for hire" as defined by the Copyright Law of the United States | U.S. Copyright Office and shall be owned by DNR. DNR 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 DNR 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, and, register, and the ability to transfer these rights.

https://apps.leg.wa.gov/RCW/default.aspx?cite=42.52 https://www.copyright.gov/title17/

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For materials that are delivered under the contract, but that incorporate pre-existing materials not produced under the contract, CONTRACTOR hereby grants to DNR 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. 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 DNR.

CONTRACTOR shall exert all reasonable effort to advise DNR, 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.

DNR shall receive prompt written notice of each notice or claim of infringement received by CONTRACTOR with respect to any data delivered under this contract. DNR shall have the right to modify or remove any restrictive markings placed upon the data by CONTRACTOR.

12. COVENANT AGAINST CONTINGENT FEES

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 CONTRACTOR for securing business.

DNR shall have the right, in the event of breach of this clause by 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.

13. DEFAULT

CONTRACTOR shall be in default if it is in material breach of any term or condition of the contract. The time of default shall begin when the material breach occurs or after any applicable opportunity to cure period lapses, whichever is later.

14. DELIVERY, INSPECTION, REJECTION, AND CURE:

1. TIME OF THE ESSENCE: Time is of the essence in the performance of the contract.

2. SHIPPING AND RISK OF LOSS: All goods subject to the contract shall be shipped F.O.B.

destination. Risk of loss of the goods shall pass to DNR at the time the goods are accepted by DNR.

3. INSPECTION: DNR's inspection of all goods upon delivery is for the sole purpose of identification. Such inspection shall not be construed as acceptance of the goods.

4. REJECTION: DNR may reject any nonconforming Deliverables by reasonably notifying CONTRACTOR in writing.

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5. OPPORTUNITY TO CURE: CONTRACTOR shall have the right to cure the materiality of any breach prior to the time for performance under the contract. This right to cure terminates upon the time for performance.

15. DEFINITIONS

Definitions for the purposes of these Terms and Conditions include:

AGENCY – Any state office or activity of the executive and judicial branches of state government, including state agencies, departments, offices, divisions, boards, commissions, institutions of higher education as defined in RCW 28B.10.016, and correctional and other types of institutions.

AGENT – Personnel authorized to act on behalf of DNR for matters contained within.

APPARENT SUCCESSFUL BIDDER – Bidder whose bid, quotation, and/or proposal provides the best value in meeting DNR’s needs and is selected to contract with DNR for the proposed solution, subject to completion of contract negations and execution of contract.

AWARD DATE – The announcement date of the Apparent Successful Bidder.

BID, QUOTATION, and/or PROPOSAL – A formal offer, submitted by an individual or entity, in response to a solicitation issued for goods and/or services by DNR.

BIDDER – An individual or entity who submits a bid, quotation, and/or proposal in response to a solicitation issued for goods and/or services by DNR.

BUSINESS DAYS – Monday through Friday, 8AM to 5PM, Pacific Standard Time, or, Pacific Daylight Time, Olympia, Washington, USA.

CALENDAR DAY – Midnight to midnight, any day of the week.

CONTRACT – An agreement between DNR and CONTRACTOR that includes terms and conditions, all appendices, and exhibits, associated Scope(s) of Work (e.g. Services Contract or Purchase Order), and all amendments to the document.

CONTRACTOR – An individual or entity who is awarded a contract with DNR, and who is solely responsible to provide a good or perform a service.

https://apps.leg.wa.gov/RCW/default.aspx?cite=28B.10.016

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DNR – Washington State Department of Natural Resources, an agency of the State of Washington, and any division, section, office, unit, or other entity thereof, and any of the officers or other officials lawfully representing the department.

GOODS – Products, materials, supplies, or equipment provided by a contractor.

PRIME CONTRACTOR – A contractor that signs a contract with DNR, but also subcontracts a portion of the work to another business and is ultimately responsible for the performance of the subcontracted work.

PURCHASE – The acquisition of goods or services, including the leasing or renting of goods.

SERVICES – Labor, work, analysis, or similar activities provided by a contractor to accomplish a specific scope of work.

SOLICITATION – A documented formal process providing an equal and open opportunity to Bidders and with the intent of selecting one or more Apparent Successful Bidders based on predetermined criteria.

STATE – The State of Washington.

SUBCONTRACTOR – A person or entity not in the employment of CONTRACTOR who is performing all or part of the work for a contract between DNR and CONTRACTOR through a subcontract with CONTRACTOR.

VENDOR – Individual, firm, organization, company, or other entity offering products and/or services.

WASHINGTON STATE CERTIFIED MINORITY-OWNED BUSINESS – Limited to firms certified by the Washington State Office of Minority and Women’s Business Enterprises (OMWBE) as a minority-owned business (MBE). See, RCW 39.19.120 and

WAC 326-20.

WASHINGTON STATE CERTIFIED SMALL BUSINESS – An in-state business, including a sole proprietorship, corporation, partnership, or other legal entity, that certify location, size, and WEBS certification. See RCW 39.26.010.

https://app.leg.wa.gov/rcw/default.aspx?cite=39.19.120 https://apps.leg.wa.gov/WAC/default.aspx?cite=326-20&full=true https://apps.leg.wa.gov/rcw/default.aspx?Cite=39.26.010#:%7E:text=(22)%20%22Small%20business%22,Fifty%20or%20fewer%20employees%3B%20or

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WASHINGTON STATE CERTIFIED VETERAN-OWNED BUSINESS – Limited to firms certified by the Washington State Department of Veterans Affairs (WDVA) as a Certified Veteran-Owned Business. See RCW 43.60A.010(7) and RCW 43.60A.190.

WASHINGTON STATE CERTIFIED WOMAN-OWNED BUSINESS – Limited to firms certified by the Washington State Office of Minority and Women’s Business Enterprises (OMWBE) as a woman-owned business (WBE). See RCW 39.19.120 and

WAC 326-20.

WEBS – Washington Electronic Business Solution System.

WORKING DAYS – Midnight to midnight, Monday through Friday, excluding Saturday, Sunday, and state legal holidays.

16. DISALLOWED COSTS

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

17. 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 the Agent.

1. The request for a dispute hearing must:

a. Be in writing;

b. State the disputed issue(s);

c. State the relative positions of the parties;

d. State CONTRACTOR’s name, address, and contract number; and

e. Be mailed to the Agent and the other party’s (respondent’s) Contract Manager within three (3) working 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 five (5) working days.

3. The Agent shall review the written statements and reply in writing to both parties within ten (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.

18. DUPLICATE PAYMENT

https://app.leg.wa.gov/RCW/default.aspx?cite=43.60A.010 https://app.leg.wa.gov/RCW/default.aspx?cite=43.60A.190 https://app.leg.wa.gov/rcw/default.aspx?cite=39.19.120#:%7E:text=PDF%20RCW%2039.19.120%20Certification%20of%20business%20enterprises.%20The,women%27s%20business%20enterprises%20throughout%20the%20state%20of%20Washington.

https://app.leg.wa.gov/wac/default.aspx?cite=326-20

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DNR shall not pay CONTRACTOR, if CONTRACTOR has charged or will charge the State of Washington or any other party under any other contract or agreement, for the same goods delivered or services rendered.

19. ENVIRONMENTAL CONSIDERATIONS

ELECTRONIC PRODUCTS

The State of Washington encourages the purchase of products that meet environmental performance standards relating to the reduction and elimination of hazardous materials. The database of all products that currently meet EPEAT criteria are viewable at www.greenelectronicscouncil.org. Only products listed as Active in the online EPEAT Registry are considered to have met the EPEAT criteria.

CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) for which CONTRACTOR sought and was awarded an environmental purchasing preference pursuant to RCW 39.26.265 and Washington State Procurement Policy POL-DES- 265-00, such product(s) shall have achieved EPEAT Silver or Gold registration that enabled CONTRACTOR to be awarded such preference.

NON-HYDROFLUOROCARBONS (HFCs) Hydrofluorocarbons (HFCs) contribute to climate change and so have an adverse effect on human health and the environment. Accordingly, Washington State, through its procurement of goods is trying to minimize the purchase of products that contain HFCs or contain HFCs with a comparatively low global warming potential and to incentivize its vendors to sell products without HFCs.

CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) for which CONTRACTOR sought and was awarded a purchasing preference pursuant to RCW 39.26.310 and Washington State Procurement Policy DES-POL-310-00, such product(s) shall meet or have less than the HFC level(s) that enabled CONTRACTOR to be awarded such preference.

MERCURY FREE ENVIRONMENTAL WARRANTY

Option 1: Product(s) Do Not Contain Mercury. CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) for which CONTRACTOR sought and was awarded a purchasing priority pursuant to RCW 70.95M.060 and Washington State Procurement Policy DES-POL70.95M.060-00, such product(s) shall continue to be mercury free for the life of the contract.

http://www.greenelectronicscouncil.org/ https://app.leg.wa.gov/RCW/default.aspx?cite=39.26.265 https://www.des.wa.gov/sites/default/files/public/documents/About/Procurement_reform/Policies/DES-265-00.pdf?=2549f https://www.des.wa.gov/sites/default/files/public/documents/About/Procurement_reform/Policies/DES-265-00.pdf?=2549f https://app.leg.wa.gov/RCW/default.aspx?cite=39.26.310 https://www.des.wa.gov/sites/default/files/policy-documents/POL-DES-310-00.pdf https://app.leg.wa.gov/rcw/dispo.aspx?cite=70.95M.060 https://des.wa.gov/sites/default/files/policy-documents/Archived-POL-DES-7095M060-00.pdf

CONTRACT NO. 93-111378 Page 17 of 29

Option 2: Product(s) Containing the Least Amount of Mercury. CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) for which CONTRACTOR sought and was awarded a purchasing preference pursuant to RCW 70.95M.060 and Washington State Procurement Policy DES-POL-70.95M.060-00, such product(s) shall meet or exceed the lowest amount of mercury that enabled CONTRACTOR to be awarded such preference. Notwithstanding any provision to the contrary, upon breach of warranty and CONTRACTOR’s failure to provide satisfactory evidence of compliance within thirty (30) days, DNR may suspend or terminate this contract. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

POLYCHLORINATED BIPHENYLS (PCBs) Polychlorinated biphenyls, commonly known as PCBs, have adverse effects on human health and the environment. Accordingly, Washington State, through its procurements of goods, is trying to minimize the purchase of products with PCBs and to incentivize its vendors to sell products in packaging without them.

CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) and/or product packaging for which CONTRACTOR sought and was awarded a purchasing preference pursuant to RCW 39.26.280 and Washington State Procurement Policy POL-DES-280-00, such product(s) and/or packaging shall meet or exceed the testing limitations that enabled CONTRACTOR to be awarded such preference.

RECYCLED CONTENT PRODUCTS

Buying products made from recycled content creates markets for materials collected in residential and business recycling programs. Recycling does not work without end-markets. In addition buying recycled products supports the development of green technologies, creates jobs and strengthens the local economy, and promotes and supports a more sustainable lifestyle. When manufacturers use recycled material vs. virgin materials to make new products, air and water pollution is reduced, natural resources are conserved, energy is saved, less water is used, and emissions of greenhouse gases that contribute to global climate change are reduced. Accordingly, the State of Washington through its procurements of goods is trying to maximize the purchase of products made from recycled content and to incentivize its vendors to sell products and products in packaging made with recycled content.

CONTRACTOR represents and warrants that, during the term of this contract, for any product(s) for which CONTRACTOR sought and was awarded an environmental purchasing preference pursuant to RCW 39.26.255 and Washington State Procurement Policy POL-DES-https://app.leg.wa.gov/rcw/dispo.aspx?cite=70.95M.060 https://app.leg.wa.gov/rcw/dispo.aspx?cite=70.95M.060 https://des.wa.gov/sites/default/files/policy-documents/Archived-POL-DES-7095M060-00.pdf https://app.leg.wa.gov/rcw/default.aspx?cite=39.26.280 https://des.wa.gov/sites/default/files/public/documents/About/Procurement_reform/Policies/DES-280-000PCB.pdf https://app.leg.wa.gov/RCW/default.aspx?cite=39.26.255 https://www.des.wa.gov/sites/default/files/public/documents/About/Procurement_reform/Policies/DES-255-00.pdf?=2549f

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255-00, such product(s) shall exceed the minimum post-consumer or total recycled content that enabled CONTRACTOR to be awarded such preference.

Notwithstanding any provision to the contrary, upon breach of warranty and CONTRACTOR’s failure to provide satisfactory evidence of compliance within thirty (30) days, DNR may suspend or terminate this contract. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under law, to a prevailing party, reasonable attorneys’ fees and costs.

20. EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS

MANDATORY INDIVIDUAL ARBITRATION. If a Bidder returned Bidder’s Certifications and Assurances Form, pursuant to Executive Order 18-03 Worker’s Rights representing and warranting that the Bidder does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers, the Bidder (now CONTRACTOR) further represents and warrants that, during the term of this contract, CONTRACTOR shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers.

21. FUNDING SOURCE

At all times during the course of this contract, CONTRACTOR must comply with applicable laws, rules, policies, and regulations required by the source of funding for the contract.

22. GOVERNING LAW

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

23. HARASSMENT

CONTRACTOR hereby has access to the following DNR’s policies:

Per RCW 43.01.135, DNR Policy PO01-052, Sexual Harassment, linked below, outlines DNR’s commitment and expectations for contractors:

https://www.dnr.wa.gov/publications/em_harassment_prevention_policy.pdf

DNR Policy PO01-051, Safe and Respectful Workplace, linked below, outlines DNR’s commitment and the expectations for contractors:

www.dnr.wa.gov/publications/em_safe_respectful_workplace_policy.pdf https://www.des.wa.gov/sites/default/files/public/documents/About/Procurement_reform/Policies/DES-255-00.pdf?=2549f https://governor.wa.gov/sites/default/files/exe_order/18-03%20-%20Workers%20Rights%20%28tmp%29.pdf https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fapp.leg.wa.gov%2FRCW%2Fdefault.aspx%3Fcite%3D43.01.135&data=05%7C01%7CLISLIE.SAYERS%40dnr.wa.gov%7C6f5f57c5cf3c440bfdda08db91dfb25a%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638264162176497355%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2FdcCxWF10oP%2BmgUS%2BzR4C5YiycVfxNDz4rCauhiroPA%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.dnr.wa.gov%2Fpublications%2Fem_harassment_prevention_policy.pdf&data=05%7C01%7CLISLIE.SAYERS%40dnr.wa.gov%7C6f5f57c5cf3c440bfdda08db91dfb25a%7C11d0e217264e400a8ba057dcc127d72d%7C0%7C0%7C638264162176497355%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=WEiGVflIo9WFg0ba7XTB5P8WfA%2FjcKWFEPv%2BoMh75L0%3D&reserved=0 https://www.dnr.wa.gov/publications/em_safe_respectful_workplace_policy.pdf

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DNR Policy PO01-037, Harassment Prevention, linked below, outlines DNR’s commitment and expectations for contractors:

www.dnr.wa.gov/publications/em_harassment_prevention_policy_037.pdf

24. INDEMNIFICATION

To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the State, agencies of the State and all officials, agents, and employees of the 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, attorneys’ fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property, including loss of use resulting therefrom.

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

CONTRACTOR expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out of or incidental 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 the State or its agents, agencies, employees, and officials.

CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees.

25. INDEPENDENT CAPACITY OF CONTRACTOR

The parties intend that an independent contractor relationship will be created by this contract.

CONTRACTOR and CONTRACTOR’s employees or agents performing under this contract are not employees or agents of DNR. CONTRACTOR will neither hold themselves out as or claim to be an officer or employee of DNR or the State of Washington by reason hereof, nor will 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 CONTRACTOR.

26. INTEGRATION

The contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of the contract shall be deemed to exist or to bind any of the parties hereto.

27. LICENSING, ACCREDITATION, AND REGISTRATION

https://www.dnr.wa.gov/publications/em_harassment_prevention_policy_037.pdf https://apps.leg.wa.gov/rcw/default.aspx?Cite=51

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

28. LIMITATION OF AUTHORITY

Only the DNR signatory to the contract or the signatory’s agent (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the agent.

29. NONDISCRIMINATION

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

30. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS

1. 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.

2. 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).

3. Default. Notwithstanding any provision to the contrary, DNR 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 DNR 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), DNR 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.

4. 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 https://app.leg.wa.gov/RCW/default.aspx?cite=49.60.530 https://app.leg.wa.gov/RCW/default.aspx?cite=49.60.530 https://app.leg.wa.gov/RCW/default.aspx?cite=49.60.530 https://app.leg.wa.gov/RCW/default.aspx?cite=49.60.530 https://app.leg.wa.gov/rcw/default.aspx?cite=39.26.200

CONTRACT NO. 93-111378 Page 21 of 29 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. DNR 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 DNR for default under this provision.

31. PRIVACY AND DATA GOVERNANCE

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, and agents use personal information solely for the purposes of accomplishing the delivery of goods or rendering of services as 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 DNR or as otherwise required by law in compliance with RCW 42.56.590 and RCW19.255.010, and Washington State Technology Solutions DATA-03 Privacy and Data Protection Policy, as applicable.

Any use of Generative Artificial Intelligence (GenAI) under this contract by CONTRACTOR or its subcontractors requires prior written authorization from the DNR Chief Information and Security Officer and the DNR Privacy Officer.

Any breach of this provision may result in termination of the contract and the demand for return of all personal information. CONTRACTOR agrees to indemnify and hold harmless DNR for any damages related to CONTRACTOR’s unauthorized use of personal information or GenAI.

32. PUBLICITY

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

33. RECORDS MAINTENANCE

CONTRACTOR shall maintain books, records, documents, data, and other evidence relating to this contract and performance of services rendered and/or delivery of goods as described herein, including, but not limited to, accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract.

CONTRACTOR shall retain such…