SURPLUS SALMON CARCASSES

AND EGGS CONTRACT

B. PURPOSE OF CONTRACT

This contract sets out the terms and conditions by which the Contractor shall provide services as defined herein.

C. DESCRIPTION OF PROJECT

D. PERIOD OF PERFORMANCE

The performance period under this Contract shall commence on 07/01/2026 and terminate 06/30/2029. The Contract may be terminated or the performance period extended pursuant to terms set forth in Attachment “A.”

E. COMPENSATION/PAYMENT

Reimbursement to WDFW shall be in accordance with those herein agreed to. Payment shall be considered timely if made by Contractor within 30 days after receipt of properly completed invoices. Interest will be charged on late payments. Payment shall be sent to the address designated by WDFW. WDFW may terminate the contract, as provided herein, if the Contractor fails to satisfactorily comply with any terms or conditions of this contract.

F. RIGHTS AND OBLIGATIONS

Attachment A contains the General Terms and Conditions governing work to be performed under this contract, the nature of the working relationship between the WDFW and the Contractor, and specific obligations of both parties. All rights and obligations of the parties to this Contract shall also be subject to and governed by other Attachment(s) to this contract.

G. COMPLIANCE WITH APPLICABLE STATUTES, RULES, AND WDFW POLICIES

This contract is governed by, and the Contractor shall comply with, all applicable state, federal, and local laws and regulations, including published WDFW policies, which are incorporated herein by this reference as if fully set forth.

H. Order of Precedence – In the event of an inconsistency in this contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order:

· Applicable Federal and State of Washington statutes and regulations;

· Special Terms and Conditions as contained in this basic contract instrument, if any;

· Attachment A – General Terms and Conditions;

· Attachment B – Contract/Project Summary

· Attachment C – Contractor’s Proposal

· Attachment D – RFQQ #25-00017

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

I. CONTRACT REPRESENTATIVES

The below named representatives for each of the parties shall be the contact people for all communications and billings regarding the performance of this Contract. All written communications regarding this Contract shall be sent to the designated representatives at the addresses below unless notified in writing of any change.

Contractor’s Representative

WDFW’s Representative

Jill Cady Washington Department of Fish and Wildlife PO Box 43150 Olympia, Washington 98504-3150 Phone:360-902-2819 Email: jillian.cady@dfw.wa.gov

IN WITNESS WHEREOF, WDFW and the Contractor have signed this contract.

CONTRACTOR

WASHINGTON DEPARTMENT OF FISH AND WILDLIFE

Signature and Date

Printed Name

Title

Signature and Date

Printed Name

Title

Attachment A -

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.

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.

· DRUG-FREE WORKPLACE

The CONTRACTOR shall comply with the Drug-Free Workplace Act of 1988, 41 USC 701-707, as amended. Compliance with the Drug-Free Workplace Act includes publishing a drug-free workplace statement and establishing a drug-free awareness program for CONTRACTOR employees; and taking actions concerning CONTRACTOR employees who are convicted of violating drug statutes in the workplace. The CONTRACTOR shall provide written notice of a conviction of a Contractor employee of a drug violation in the workplace to WDFW within seven (7) calendar days after the Contractor learns of the conviction.

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.

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.

2. 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.

3. 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).

4. 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. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this contract is not effective or binding unless made in writing and signed by the AGENT.

MINORITY, WOMEN AND VETERAN-OWNED BUSINESSES

The AGENCY encourages participation by minority and women-owned business enterprises certified by the Office of Minority and Women’s Business Enterprises (OMWBE); and veteran-owned businesses certified by the Department of Veteran’s Affairs (DVA). If any part of this contract is subcontracted to an OMWBE or DVA-certified firm the CONTRACTOR shall submit a statement of participation indicating what OMWBE or DVA certified firm was used and the dollar amount of their subcontracts.

COMPLIANCE WITH NONDISCRIMINATION LAWS

During the performance of this contract, the CONTRACTOR shall comply with all federal and state nondiscrimination laws, regulations and policies. In the event of the CONTRACTOR'S non-compliance or refusal to comply with any nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the CONTRACTOR may be declared ineligible for further contracts with the AGENCY. The CONTRACTOR shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.

PREVAILING WAGE

If work performed by CONTRACTOR employees is subject to Chapter 39.12 of the Revised Code of Washington, the CONTRACTOR shall pay the prevailing rate of wages to all CONTRACTOR workers, laborers or mechanics in the performance of any part of the work described in the contract in accordance with state law and Department of Labor and Industries rules and regulations. The CONTRACTOR shall comply with the filing requirements required by this statute, including Statement of Intent to Pay Prevailing Wage, and Affidavit of Wages Paid.

PRIVACY

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

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

PUBLICITY

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

RECORDS MAINTENANCE

The CONTRACTOR shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. The CONTRACTOR shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by the AGENCY, personnel duly authorized by the AGENCY, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

REGISTRATION WITH DEPARTMENT OF REVENUE

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

RIGHT OF INSPECTION

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

SAVINGS

In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this contract and prior to normal completion, the AGENCY may terminate the contract under the "Termination for Convenience" clause, without the ten-day notice requirement, subject to renegotiation at the AGENCY’S discretion under those new funding limitations and conditions.

SEVERABILITY

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

SITE SECURITY

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

STATEWIDE VENDOR PAYMENT REGISTRATION

The CONTRACTOR is required to be registered in the Statewide Vendor Payment System prior to submitting a request for payment under this contract. The Washington State Office of Financial Management (OFM) maintains the Statewide Vendor Payment System; to obtain registration materials contact the Statewide Payee Desk at (360) 407-8180; or go to: https://ofm.wa.gov/it-systems/statewide-vendorpayee-services.

SUBCONTRACTING

Neither the CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the work contemplated under this contract without obtaining prior written approval of the AGENCY. In no event shall the existence of the subcontract operate to release or reduce the liability of the contractor to the Department for any breach in the performance of the contractor’s duties. This clause does not include contracts of employment between the contractor and personnel assigned to work under this contract.

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

TAXES

All payments accrued because of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR.

TERMINATION FOR CAUSE

In the event the AGENCY determines the CONTRACTOR has failed to comply with the conditions of this contract in a timely manner, the AGENCY has the right to suspend or terminate this contract. Before suspending or terminating the contract, the AGENCY shall notify the CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended.

In the event of termination or suspension, the CONTRACTOR shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. The AGENCY reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the CONTRACTOR from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the CONTRACTOR or a decision by the AGENCY to terminate the contract. A termination shall be deemed a “Termination for Convenience” if it is determined that the CONTRACTOR: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the AGENCY provided in this contract are not exclusive and are, in addition to any other rights and remedies, provided by law.

TERMINATION FOR CONVENIENCE

Except as otherwise provided in this contract, the AGENCY may, by 10 calendar days written notice, beginning on the second day after the mailing, terminate this contract, in whole or in part. If this contract is so terminated, the AGENCY shall be liable only for payment required under the terms of this contract for services rendered or goods delivered prior to the effective date of termination.

TERMINATION PROCEDURES

Upon termination of this contract, the AGENCY, in addition to any other rights provided in this contract, may require the CONTRACTOR to deliver to the AGENCY any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer.

The AGENCY shall pay to the CONTRACTOR the agreed upon price, if separately stated, for completed work and services accepted by the AGENCY, and the amount agreed upon by the CONTRACTOR and the AGENCY for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by the AGENCY, and (iv) the protection and preservation of property, unless the termination is for default, in which case the AGENT shall determine the extent of the liability of the AGENCY. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. The AGENCY may withhold from any amounts due the CONTRACTOR such sum as the AGENT determines to be necessary to protect the AGENCY against potential loss or liability.

The rights and remedies of the AGENCY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

After receipt of a notice of termination, and except as otherwise directed by the AGENT, the CONTRACTOR shall:

1. Stop work under the contract on the date, and to the extent specified, in the notice;

2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated;

3. Assign to the AGENCY, in the manner, at the times, and to the extent directed by the AGENT, all of the rights, title, and interest of the CONTRACTOR under the orders and subcontracts so terminated, in which case the AGENCY has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;

4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the AGENT to the extent AGENT may require, which approval or ratification shall be final for all the purposes of this clause;

5. Transfer title to the AGENCY and deliver in the manner, at the times, and to the extent directed by the AGENT any property which, if the contract had been completed, would have been required to be furnished to the AGENCY;

6. Complete performance of such part of the work as shall not have been terminated by the AGENT; and

7. Take such action as may be necessary, or as the AGENT may direct, for the protection and preservation of the property related to this contract, which is in the possession of the CONTRACTOR and in which the AGENCY has or may acquire an interest.

· TREATMENT OF ASSETS

1. Title to all property furnished by the AGENCY shall remain in the AGENCY. Title to all property furnished by the CONTRACTOR, for the cost of which the CONTRACTOR is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the AGENCY upon delivery of such property by the CONTRACTOR. Title to other property, the cost of which is reimbursable to the CONTRACTOR under this contract, shall pass to and vest in the AGENCY upon (i) issuance for use of such property in the performance of this contract, or (ii) commencement of use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the AGENCY in whole or in part, whichever first occurs.

2. Any property of the AGENCY furnished to the CONTRACTOR shall, unless otherwise provided herein or approved by the AGENCY, be used only for the performance of this contract.

3. The CONTRACTOR shall be responsible for any loss or damage to property of the AGENCY that results from the negligence of the CONTRACTOR or which results from the failure on the part of the CONTRACTOR to maintain and administer that property in accordance with sound management practices.

4. If any AGENCY property is lost, destroyed or damaged, the CONTRACTOR shall immediately notify the AGENCY and shall take all reasonable steps to protect the property from further damage.

5. The CONTRACTOR shall surrender to the AGENCY all property of the AGENCY prior to settlement upon completion, termination or cancellation of this contract

6. All reference to the CONTRACTOR under this clause shall also include CONTRACTOR'S employees, agents or SUBCONTRACTORS.

WAGE LAWS COMPLIANCE

By signing this contract the CONTRACTOR warrants that the CONTRACTOR has 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 start date of this contract. The CONTRACTOR further warrants that it will remain in compliance with these requirements during the performance period of this contract. The CONTRACTOR will immediately notify the AGENCY of any finding of a willful violation entered by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction entered during the performance period of this contract.

WAIVER

Waiver of any default or breach shall not be deemed a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this contract unless stated to be such in writing and signed by authorized representative of the AGENCY.

· APPROVED AS TO FORM BY THE OFFICE OF THE ATTORNEY GENERAL 5/10/2022

ATTACHMENT B -

STATEMENT OF WORK

1. CONTRACT INTENT. It is the intent of this contract to:

a. Provide a means of removing all salmon and steelhead carcasses generated from returning adult fish at WDFW owned and/or operated hatchery facilities. The contractor must take all fish and/or eggs offered in any category or at any location. Not all surplus fish and/or eggs will be offered to the bidder. Surplus fish and/or eggs may be offered to local food banks, treaty tribes, used for nutrient enhancement, or diverted to other users or uses at the Department’s discretion.

b. Provide a funding source for the Regional Fisheries Enhancement Groups through the sale of salmon carcasses and eggs at state funded WDFW hatchery facilities. Surplus “good” and “low” quality fish from state-funded hatcheries will be sold to the contractor at the bid rate on an output basis. Contractor must take and pay for all fish offered. All “good” quality male fish from state-funded hatcheries will be processed for, and donated to, Northwest Harvest by the contractor at no cost to WDFW or Northwest Harvest (see section on Northwest Harvest below).Unspawned females containing eggs (roe) that are offered to the contractor from state-funded hatcheries will be purchased by the contractor inclusive of egg (roe) value.

c. Provide a source of protein for Northwest Harvest’s statewide food bank program. All “good” quality fish offered from federal and local funded hatchery facilities, will be processed for, and donated to, Northwest Harvest (see section 16 below). Good quality unspawned females from federal and local hatchery facilities will be processed and donated to Northwest Harvest, although the eggs from these fish can be utilized by the contractor at their discretion. All low and unusable quality fish from federal and local facilities must be removed by the contractor. All “good” quality male fish from state funded facilities will be processed for and donated to Northwest Harvest.

2. FIRM PRICE CLAUSE: Prices bid will be fixed for the limited contract period in accordance with the terms and conditions of this contract and in accordance with Attachment C (Contractor’s Proposal).

3. PERFORMANCE AND DEFAULT BOND. WDFW requires the contractor to provide, at contractor’s cost, a performance bond in the amount of $500,000. The performance bond may be provided in the form of cash, a certified check or an Irrevocable Letter of Credit. Any certified check or irrevocable letter of credit must be provided by a bank or trust regulated by the State of Washington. The performance bond shall be issued by a company acceptable to the state and shall be payable to the state on demand. The performance bond will be due thirty (30) days after notification of award The bond shall ensure that, in the event the bidder is awarded a contract, the bidder agrees they will reimburse WDFW for any loss or additional expenses incurred by WDFW because of default or failure to satisfactorily perform the terms of the contract, including a sum for reasonable attorney fees. In the event litigation shall become necessary, venue will be laid in Thurston County, Washington.

WDFW reserves the right, at its sole discretion, to release the bond during the term of the contract if the agency feels it is no longer necessary. Necessity will be determined after the contractor has a proven record of successfully providing services.

4. CONDITION CATEGORIES

All bids are on a per fish basis in accordance with the following:

“Good” Adult Female Salmon with Eggs (unspawned): Range from silver to bronze to tinges of brown or red skin color, may have some frayed fins, cosmetic blemishes. Quality - good to excellent ((Bids must include value of eggs (roe).)

“Good” Male and Jack Salmon (unspawned): Same as above, see description of Jacks on last page of this section. (Due to the long-term use of jack data by WDFW Harvest Management staff, jack length will not be changed during this contract.)

“Low” Salmon: Dark, mature, worn and frayed fins, lacerated skin, abrasions, or spawned out Quality – low

“Low” Female Salmon with Eggs (unspawned): Dark, fully mature, worn and frayed fins, lacerated skin, abrasion. ((Bids should include value of eggs (roe).)

Salmon Eggs (Non-Viable/Non-Fertilized): Eggs will be stripped by the Department and placed in containers, provided by the Contractor, for pickup by the purchaser.

Unusable Salmon (Inedible): Pond mortalities, badly fungused or medicated fish not fit for human consumption or animal feed.

3. ESTIMATE OF OUTPUT. The contract is an output contract whereby the Contractor must take all the fish and fish eggs offered unless specified otherwise in this contract. The actual 2023 and 2024 data provided during the procurement process is given by WDFW in good faith and for the Contractor’s convenience but should only be considered as an approximation of the amounts of surplus hatchery salmon carcasses (including egg bearing carcasses) that may be available. The Contractor should understand that the highly fluctuating nature of salmon runs and fisheries precludes a more accurate estimate of the output of salmon carcasses and salmon eggs that may be tendered to the bidder. No claim shall be made against WDFW if the actual fish or eggs made available to the purchaser under the terms of the invitation to bid do or do not equal the 2023 and 2024 numbers provided. No fish or eggs will be released to the Contractor prior to submission by the Contractor of the required performance bond.

5. NO GUARANTEE. WDFW makes no guarantee, warranty or representation, expressed or implied, regarding the merchantability or fitness of the fish for any use or purpose except as to general appearance according to the categories indicated above at the time fish are made available for delivery.

6. DETERMINATION OF CONDITION. WDFW and the Contractor agree and stipulate that the hatchery specialist (at each facility) of the WDFW will determine which fish belong to each category, and their decision is final to any load of fish. It is understood and agreed between WDFW and the Contractor that any discrepancies with respect to number and/or category determination shall be resolved by WDFW.

7. MANDATORY REQUIREMENT. The Contractor and any subcontractors must be licensed by WDFW as a wholesaler, canner, processor, or byproducts manufacturer of fish and shellfish or parts thereof.

8. NOTIFICATION. WDFW will, whenever possible, notify the Contractor a minimum of 24 hours prior to the actual availability of fish carcasses for pick-up. The Contractor must load the fish carcasses and/or eggs at each pick-up point at the time indicated by WDFW. This may include a Saturday, Sunday or holiday.

a. There may be instances when WDFW employees will assist the Contractor in loading fish, including the utilization of WDFW equipment; or the Contractor, their employees, or agents may briefly utilize WDFW equipment to load fish. Such participation by WDFW employees or utilization of equipment shall be at the convenience of WDFW, and WDFW assumes no duty or obligation to provide the same. The Contractor assumes all liabilities and agrees to hold WDFW harmless from any claims, of whatever kind, including any claims under the Workmen's Compensation Act, which might arise from the acts of WDFW employees when assisting the Contractor in loading fish or which might arise because of the use of state employees or equipment by the Contractor, its employees, subcontractors or agents.

b. The utilization of WDFW equipment by the Contractor, its employees or agents that is classified as "powered industrial truck" by the State Department of Labor and-Industries will be allowed only by operators that have received training and authorization under the Department of Labor and Industries' Washington Administration Code 296.863.60005. Verification of the operator's authorization shall be provided to WDFW prior to any utilization of the equipment.

9. CONTRACTOR PERFORMANCE. Time is of the essence on this contract. If the purchaser fails to perform any of the requirements of this contract at the time fixed for the performance thereof, WDFW may, at its election, terminate the contract. Initial notice of termination may be provided via telephone notice. A formal letter of termination will be sent the next business day after telephone notice of termination.

a. The Contractor must take all fish or eggs offered in any category or location and is required to submit payment for same as indicated below. Delay in pick-up by the Contractor will not change the category for payment purpose as determined by the hatchery manager.

b. Truck drivers and receivers must be properly identified and furnish information associating them with the Contractor if requested by the WDFW. All receivers will be required to use fish tickets which will be supplied by WDFW at each pick-up location. The Contractor will supply ID Cards to all Contractor employees picking up carcasses at hatchery facilities.

c. The Contractor will record all pick-ups of salmon carcasses or salmon eggs on forms titled "Fish & Egg Disposition Ticket." The bottom copy will be retained by the Contractor, while the first two copies will be retained by the WDFW.

d. WDFW, or their agents, may observe any and all handling, transportation, storage, and sale procedures of the Contractor or their subcontractors, employees or agents.

e. The Contractor will be invoiced by the WDFW no more often than a monthly basis for all fish received in each category based on the Fish & Egg Disposition Tickets prepared by the WDFW hatchery specialist. During periods where there are lowers volumes of fish supplied, bills may be submitted covering several months of pick-ups by the Contractor. Payment is due within 30 days of the billing date on the invoice. The Contractor must also pay any excise taxes that may be required by Chapter 82.27. RCW.

f. In case of breach or default of any resulting contract by the Contractor, WDFW may dispose of any surplus salmon and/or eggs that have been offered to the Contractor in any manner under state law. The Contractor must reimburse WDFW for any and all labor, costs, expenses, damages, attorney's fees and 12 percent annual interest that WDFW incurs directly or indirectly in the disposition of such salmon and eggs.

10. SPECIAL HANDLING REQUIREMENTS The Contractor shall be required to handle all carcasses and eggs made available in a manner that meets with standards set forth by the Washington State Department of Agriculture and/or the U.S. Food and Drug Administration. This shall include that the carcasses and eggs obtained by the Contractor be placed in clean food grade containers and shall be protected by refrigeration or icing or other approved methods and procedures of handling and transit. The Contractor shall provide the containers, ice, refrigeration, and other necessary items to ensure quality handling and transit. WDFW reserves the right to color dye any specific lot of carcasses in any category if the Washington State Department of Agriculture and/or the U.S. Food and Drug Administration indicate to the WDFW that the Contractor has not met with the standards set forth by their agencies for the handling and transit of salmon carcasses. The act of color dying the carcasses will not be cause to change the category or price that is determined by the WDFW hatchery specialist.

11. HATCHERY FACILITY LOCATIONS/ADDRESSES

12. REPORTING REQUIREMENTS (may include but is not limited to):

The Contractor is required to submit an annual report to WDFW no later than August 31st of each contract year for work done in the previous contract year (July 1 – June 30). This report will include the following:

· Number of fish received by facility, by species, sex, and condition type

· Pounds and types of processed product provided to Northwest Harvest

13. SITE VISITS

Site visits may be conducted by WDFW staff or their representative. Should a site visit be necessary, WDFW will contact the Contractor with at least 48 hours’ notice to arrange for the site visit.

14. NORTHWEST HARVEST (NWH) SPECIFICATIONS

a. NWH would like the Contractor to provide the processed salmon product to NW Harvest in the form of boneless skinless frozen fillets and/or frozen patties, with the preference being boneless skinless frozen filets.

b. NWH would like to determine the proportions of each product.

c. NWH would like the salmon patties delivered to be no less than 99% salmon, and any other ingredients to be pre-approved by NWH.

d. NWH would like to determine the packaging requirements of the final products to ensure the products are suitable for distribution to food bank customers.

All labor, trucking, distribution, processing, delivery and incidental costs associated with processing and delivery of processed salmon products to NWH that the Contractor commits to provide as part of its bid package are the responsibility of the Contractor and are not subject to reimbursement by WDFW or as a set off to required contract payments to WDFW.

e. The contractor may work with NWH to develop a contract for processing these fish separate from WDFW’s contract with the contractor.

f. NWH may choose to have staff on hand at the hatchery and/or processor to oversee the disposition/processing of surplus salmon intended for food bank donation.

g. The Contractor will be required to provide proof/accounting of all processed salmon product provided to NWH. An annual report will be required to be provided by the Contractor by August 31st of each year of the contract to the WDFW Project Manager. This report must contain the total number of pounds of fish received by the contractor for NWH, by species, sex and condition as determined by the Fish & Egg Disposition Ticket data. In addition, an accounting of the total pounds of filets/patties provided to NWH and the total pounds of waste/byproduct must be included in the report.

h. Estimated annual output for “good” quality fish donated to NWHarvest can be found in Exhibit XX, “Estimate of Annual NWHarvest Output”.

i. The preferred location for delivery of the donated product is:

Northwest Harvest Distribution Center Yakima 1968 West J Street Yakima, Washington 98902 Contact: Juan Lopez juanl@northwestharvest.org

15. AUDIT REQUIREMENTS

WDFW may require an annual performance audit. If WDFW requires a performance audit under this contract, items to review may include but are not limited to: numbers of carcasses sold and revenue received, and pounds of processed fillets and patties provided to Northwest Harvest, etc.

16. LATE PAYMENTS AND LIQUIDATED DAMAGES

In the event of a breach of contract, WDFW may, in addition to any other available remedies, assess the following liquidated damages:

· 1% per month interest on all late payments (in excess of 30 days due).

· Additional late payment fees of 2% of total amount due for payments made more than 60 days late, or 5% for payments more than 90 days late (in addition to any monthly interest due).

· Costs incurred to WDFW by Contractor’s failure to perform any aspect of the contract (to include, but not limited to, picking up fish from WDFW hatcheries, providing commitment of processed fish to Northwest Harvest, or providing commitment of SCAs), may result in WDFW accessing the contractor’s performance bond.

DESCRIPTION - JACK AND ADULT DETERMINATION AT WDFW FACILITIES

Puget Sound

Steelhead: All returning fish are assumed to be adults

Coast

Steelhead: All returning fish are assumed to be adults

Columbia River

Steelhead: All returning fish are assumed to be adults

ATTACHMENT C -

CONTRACTOR’S PROPOSAL

See separate attachment.

ATTACHMENT D -

RFQQ #25-00017

See separate attachment.

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