State of Minnesota Contract

SWIFT Contract No.:

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“State”) and [Contractor] whose designated business address is [Contractor’s business address] (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. State issued a solicitation identified as SWIFT Event No. G0210-2000018599 on September 10, 2026, for Aquafeed for Trout and Muskellunge for Minnesota Department of Natural Resources (“Solicitation”);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract

Term of Contract

Effective date. October 19, 2026, or the date the State obtains all required signatures under Minn.

Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Contract until this Contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin the work.

Expiration date. December 31, 2027, or until all obligations have been satisfactorily fulfilled, whichever occurs first.

Contract Use. This Contract is not exclusive and shall not be construed as guarantying a minimum or maximum amount of usage.

Contractor’s Duties The Contractor shall perform all duties described in this Contract to the satisfaction of the State.

Representations and Warranties

Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of the State.

Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms.

Time The Contractor must comply with all the time requirements described in this Contract. In the performance of this Contract, time is of the essence.

Compensation and Conditions of Payment

Compensation. The State will pay for performance by the Contractor under this Contract in accordance with the breakdown of costs as set forth in Exhibit D which is attached and incorporated into this Contract.

Conditions of Payment. All duties performed by the Contractor under this Contract must be performed to the State’s satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State.

The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

Authorized Representative

The State's Authorized Representative is Mai N Lor, Buyer II, 50 Sherburne Avenue, Room 112, St.

Paul, MN 55155, 651.201.2443, or her successor or delegate, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services delivered or goods received under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is [name, title] at the following business address and telephone number: [insert business address and telephone number], or his/her successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price and Payment Schedule

1. State Encumbrance Verification Individual certifies that funds have been encumbered as required by Minn. Stat. §§ 16A.15 and 16C.05

3. Office of State Procurement With delegated authority

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

SWIFT Contract No.:

2. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.

4. Commissioner of Administration As delegated to The Office of State Procurement

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

Exhibit A: Contract Terms

Prompt Payment and Invoicing.

Prompt Payment. The State will pay the Contractor pursuant to Minn. Stat. § 16A.124, which requires payment within 30 days following receipt of an undisputed invoice, or merchandise or service, whichever is later.

Terms requesting payment in less than 30 days will be changed to read “Net 30 days.” Notwithstanding the foregoing, the State may pay the Contractor in advance for purchases as allowed pursuant to Minn. Stat. §16A.065.

The payment for each order will only be made for goods received or services actually performed that have been accepted by the ordering entity, and meet all terms, conditions, and specifications of the Contract and the ordering document.

Invoicing. The invoice must be in the same format as the sample invoice form approved as Exhibit D, Supplement 1 with the Contract, unless an alternative format is approved in writing by the State Authorized Representative, or delegate. See Exhibit D, Supplement 1 for a list of minimum invoice requirements.

Assignment, Amendments, Waiver, and Contract Complete.

Assignment. The Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of the State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.

Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the authorized parties or their successors.

Waiver. If the State fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it.

Contract Complete. This Contract contains all negotiations and agreements between the State and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

Termination.

Termination for Convenience. The State or Commissioner of Administration may cancel this Contract at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination for convenience, the Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered.

Termination for Breach. If the Contractor fails to perform according to the contract terms and conditions, the State is authorized to immediately cancel the Contract or purchase order, or any portion of it, and may obtain replacement goods or services and charge the difference of costs to the defaulting Contractor. In the event of default, the State reserves the right to pursue any other remedy available by law. A Contractor may be removed from the vendors list, suspended or debarred from receiving a Contract for failure to comply with terms and conditions of the Contract, or for failure to pay the State for the cost incurred on the defaulted Contract.

Termination for Insufficient Funding. The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services addressed within this Contract. Termination must be by written notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that dedicated funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding. This notice will be provided within a reasonable time of the State’s receiving notice.

Force Majeure.

Neither party shall be responsible to the other or considered in default of its obligations within this Contract to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party relying on this provision to excuse performance must provide the other party prompt written notice of the inability to perform and take all necessary steps to bring about performance as soon as practicable.

Indemnification.

In the performance of this Contract, the Indemnifying Party must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the State, to the extent caused by Indemnifying Party’s:

• Intentional, willful, or negligent acts or omissions; or

• Actions that give rise to strict liability; or

• Breach of contract or warranty.

The Indemnifying Party is defined to include the Contractor, Contractor’s reseller, any third party that has a business relationship with the Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the State’s sole negligence. This clause will not be construed to bar any legal remedies the Indemnifying Party may have for the State’s failure to fulfill its obligation under this Contract.

Nothing within this Contract, whether express or implied, shall be deemed to create an obligation on the part of the State to indemnify, defend, hold harmless or release the Indemnifying Party. This shall extend to all agreements related to the subject matter of this Contract, and to all terms subsequently added, without regard to order of precedence.

Governing Law, Jurisdiction, and Venue.

Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

Contract Use by State Agencies.

To the extent applicable, the Contract does not prohibit state agencies from using their delegated purchasing authority to procure similar goods and services from other sources.

Warranty.

The Contractor warrants to the ordering entity that materials and equipment furnished under the Contract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the requirements of the contract. Work not conforming to these requirements, including substitutions not properly approved and authorized in writing may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If requested, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment used.

All installation materials and labor shall be guaranteed for a period of one (1) year following the date of final acceptance.

During the first year following acceptance, the Contractor shall, upon notification by the ordering entity of any malfunctions, make necessary repairs, including labor, travel, and materials, at the Contractor’s expense.

Delivery.

Contractor is obligated to deliver within the quoted lead times. If delivery is not made within that time frame, the State reserves the right to deem the Contractor in default.

Contractor must confirm delivery locations and requirements with the ordering entity. Prior to delivery, the Contractor is responsible for confirming in writing with the ordering entity that the delivery location will accommodate unloading the equipment. Contractor must notify the receiving entity at least 72 hours before delivery to allow for inspection and compliance. No delivery can be made on a State Holiday (as defined in Minn. Stat. § 645.44, subd. 5), on Saturday or Sunday, or after 4:00 p.m. Central Time on weekdays, without prior written approval by the receiving entity.

Risk of Loss.

The State is relieved of all risks of loss or damage to the goods and equipment during periods of transportation, installation by the Contractor, or while in the possession of the Contractor or its agent.

Purchase Orders.

The parties agree that there is no minimum order requirements or charges to process an individual purchase order unless otherwise stated in the Contract. The Purchase Order number must appear on all documents (e.g., invoices, packing slips, etc.).

Items Offered as New.

All products, materials, supplies, replacement parts, and equipment offered and furnished must be new, of current manufacturer production, and must have been formally announced by the manufacturer as being commercially available, unless otherwise stated in this Contract.

Product Changes During the Contract.

All product offered should be available during the initial term of the contract. The Contractor must notify the State’s Authorized Representative immediately if the manufacturer discontinues or replaces a contracted model number. A replacement model number must meet the contract specifications. The State is under no obligation to accept a replacement model. Any change to a contracted model number must be confirmed in writing by the State through a written amendment. The State reserves the right to request documentation for any requested change under this section to evaluate how the specifications of the replacement product deviates from the specifications of the replaced product.

Subcontracting.

This Contract may not be subcontracted in whole or in part.

Data Disclosure.

Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and Minnesota tax identification number, already provided to the State, to federal and state agencies, and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

Government Data Practices.

The Contractor and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (or, if the State contracting party is part of the Judicial Branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the State under this Contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor under this Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13, by either the Contractor or the State.

If the Contractor receives a request to release the data referred to in this clause, the Contractor must immediately notify and consult with the State’s Authorized Representative as to how the Contractor should respond to the request. The Contractor’s response to the request shall comply with applicable law.

Intellectual Property Rights.

Definitions. For the purpose of this Section, the following words and phrases have the assigned definitions:

“Documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Contractor, its employees, agents, or subcontractors, in the performance of this Contract.

“Pre-Existing Intellectual Property” means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

“Works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the Contractor, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Contract. “Works” includes Documents.

Ownership. The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this Contract. The Documents shall be the exclusive property of the State and all such Documents must be immediately returned to the State by the Contractor upon completion or cancellation of this Contract. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Contractor assigns all right, title, and interest it may have in the Works and the Documents to the State. The Contractor must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the Works and Documents.

Pre-existing Intellectual Property. Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

Obligations.

Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by the Contractor, including its employees and subcontractors, in the performance of this Contract, the Contractor will immediately give the

State’s Authorized Representative written notice thereof, and must promptly furnish the State’s Authorized Representative with complete information and/or disclosure thereon.

Representation. The Contractor must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of the State, and that neither Contractor nor its employees, agents, or subcontractors retain any interest in and to the Works and Documents. The Contractor represents and warrants that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities.

Indemnification. Notwithstanding any other indemnification obligations addressed within this Contract, the Contractor will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Contractor’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.

Copyright.

The Contractor shall save and hold harmless the State of Minnesota, its officers, agents, servants and employees, from liability of any kind or nature, arising from the use of any copyrighted or noncopyrighted compositions, secret process, patented or nonpatented invention, article or appliance furnished or used in the performance of the Contract.

Assignment of Antitrust Rights.

Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.

Survivability of Orders.

In the event the term of any order or Professional/Technical Services work order (“Order”) placed under this Contract extends past the termination or expiration of this Contract, the terms and conditions of this Contract shall remain in full force and effect as it applies to such order and will continue in effect for such order until the term of that order expires or the order is cancelled or terminated in accordance with the terms of this Contract.

Contractor’s Documents.

Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click-through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

State Audits.

Under Minn. Stat. § 16C.05, subd. 5, the Contractor’s books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by the State, the State Auditor, or Legislative Auditor, as appropriate, for a minimum of six years from the expiration or termination of this Contract.

Diverse Spend Reporting.

If the total value of the Contract may exceed $500,000, including all extension options, Contractor must track and report, on a quarterly basis, the amount paid to diverse businesses both: 1) directly to subcontractors performing under the Contract, and 2) indirectly to diverse businesses that provide supplies/services to your company (in proportion to the revenue from this Contract compared to Contractor’s overall revenue). When this applies, Contractor will register in a free portal to help report the Tier 2 diverse spend, and the requirement continues as long as the Contract is in effect.

Publicity and Endorsement.

Publicity. Any publicity regarding the subject matter of this Contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, information posted on corporate or other websites, research, reports, signs, and similar public notices prepared by or for the Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

Endorsement. The Contractor must not claim that the State endorses its products or services.

Debarment by State, its Departments, Commissions, Agencies, or Political Subdivisions.

Contractor certifies that neither it nor its principals is presently debarred or suspended by the Federal government, the State, or any of the State’s departments, commissions, agencies, or political subdivisions. Contractor’s certification is a material representation upon which the Contract award was based. Contractor shall provide immediate written notice to the State’s Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.

Federal Funds.

Compliance with Federal Requirements. Federal money will be used or may potentially be used to pay for all or part of the goods, construction or services under the Contract. The Contractor is responsible for compliance with all federal requirements imposed on the funds and accepts full financial responsibility for any requirements imposed by the Contractor’s failure to comply with federal requirements.

Certification regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Federal money will be used or may potentially be used to pay for all or part of the work under the Contract, therefore Contractor certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Contractor’s certification is a material representation upon which the Contract award was based.

Contingency Fees Prohibited.

Pursuant to Minn. Stat. § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

Non-discrimination (in accordance with Minn. Stat. § 181.59).

The Contractor will comply with the provisions of Minn. Stat. § 181.59.

Affirmative Action Requirements The State intends to carry out its responsibility for requiring affirmative action by its contractors.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R.

5000.3420-5000.3500 and 5000.3552-5000.3559.

Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS

The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner. Such notices must state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of

Minn. Stat. § 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences for the Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat.

§ 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the State may require Contractor to verify its exempt status.

Hazardous Substances.

To the extent that the goods to be supplied to the State by the Contractor contain or may create hazardous substances, harmful physical agents, or infectious agents, as set forth in applicable State and federal laws and regulations, the Contractor must provide the State with Material Safety Data Sheets regarding those substances. A copy must be provided upon request. Goods and containers supplied to the State must be labeled in compliance with state and federal laws, rules, and regulations.

These terms apply to goods supplied under this contract:

Products Containing Triclosan Banned. The Contractor must comply with Minn. Stat. § 145.945.

Products Containing Certain Types of Polybrominated Diphenyl Ether Banned. The Contractor must comply with Minn. Stat. § 325E.385-325E.388).

Coal Tar Sealant Use and Sale Prohibited. The Contractor must comply with Minn. Stat. § 116.202.

Products Containing Mercury. The Contractor must comply with Minn. Stat. 116.92.

Products containing PFAS. The Contractor must comply with Amara's Law (Minn. Stat. § 116.943), which took effect in Minnesota January 1, 2025. The law applies all products sold or distributed under the contract and prohibits the sale or distribution of some products with intentionally added PFAS within Minnesota.

Survival of Terms.

The following clauses survive the expiration or cancellation of this Contract: Indemnification; State Audits; Government Data Practices; Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that expressly states or by its nature shall survive, shall survive.

https://www.revisor.mn.gov/statutes/cite/116.943#stat.116.943

Buying “Off” Contract.

The Contract does not prohibit state agencies from using their delegated purchasing authority to procure similar goods and services from other Contractors. At the State’s discretion, the State’s qualified personnel may do their own work even though it may be covered by the Contract.

Conduct.

All employees of the Contractor(s) shall conduct themselves in a professional and courteous manner at all times.

Personnel deemed unacceptable by the State shall be replaced immediately. The State reserves the right to reject any employee.

Damage.

At its expense, the Contractor shall promptly remedy and repair all damage or loss to any property caused by the Contractor. The Contractor shall not be liable for any loss, delay, injury, or damage, whether direct or consequential, that may be caused by conditions beyond its control relating to acts of government, strikes, lockouts, fire explosion, theft, riot, civil commotion, war, malicious mischief, floods, or other acts unforeseen, or other situations beyond the Contractor’s control. The Contractor shall not be responsible for damage or loss attributable to the fault or negligence of the ordering entity. The Contractor shall not be held liable for back charges if the delay of response time is caused by strikes, any preference or priority allocation order issued by the government, or any unforeseeable cause beyond the Contractor’s control, or any cause the State determines justifies the delay.

Delays.

The Contractor shall notify the ordering entity immediately of any prospective delays in the completion of the projects.

Such notice shall be given in writing as soon as the contractor recognizes the prospect of delay. The ordering entity must approve all such requests.

Exhibit B: Insurance Requirements

This Contract does not have any insurance requirements.

Exhibit C: Specifications, Duties, and Scope of Work

1. Scope of Work.

The Contractor is to provide and deliver specially formulated aquafeed for species of trout and muskellunge for the Minnesota Department of Natural Resources (DNR) multiple hatchery locations throughout Minnesota on a mutually agreed schedule or on an as needed basis depending on hatchery location. Aquafeed will be proven under controlled feeding trial and meet complete nutritional requirements for aquaculture species rearing without the necessity of supplemental feeding.

2. Food Quality Assurance.

All fish food products furnished must meet standards established by Nutrient Requirements of Fish, 1993; published by the National Research Council in the U.S.A. or updated revisions or editions and must have been formally announced by the manufacturer as being commercially available on the date of the solicitation opening.

The Contractor’s mill, equipment, and manufacturing procedures must comply with FDA’s “Good Manufacturing Practices,” prepared by Robert A. Wilcox, Grain Science and Industry, Kansas State University, Manhattan, Kansas, or any latter revisions.

The Contractor will guarantee the wholesomeness, palatability, nutritional analysis, and vitamin content of their aquafeed for 100 days after receipt for all aquafeed sold to DNR that has been stored under reasonable conditions and according to the Contractor’s recommendations. The Contractor will replace all nutritionally deficient, rancid, or spoiled aquafeed that does not meet this 100-day specification

3. Scheduled and Non-Scheduled Ordering.

Aquafeed orders will be processed four times per year. Scheduled delivery for participating hatchery locations will be approximately February 1, May 1, August 1, and November 1. In addition, the Contractor will anticipate occasional special orders that are not scheduled or to hatchery locations that purchase on an as needed basis. The DNR may order aquafeed either as a will call order or to be shipped.

4. Delivery.

All shipments to be made to the ordering hatchery within 30 days after receipt of order (ARO). All will-call orders will be prepared and ready for pick-up within 25 days after receipt of order (ARO).

The Contractor will notify destination hatcheries by phone no later than 24 hours prior to delivery of orders. No deliveries will be accepted after 3:00 P.M., or on weekends or holidays unless agreed upon by the receiving hatchery.

All shipments of fish food made under this Contract are to be made only by authorized carrier or Contractor owned truck holding permits or certification from appropriate regulatory bodies. Once loaded for transport, aquafeed may not be reloaded into another carrier or Contractor owned truck without specific permission from the DNR.

The Contractor will be responsible for keeping aquafeed dry in transit and wholesome upon delivery to the orders addresses.

All shipments are FOB Destination. The ordering entity reserves the right to arrange any transportation, or to pick up the order.

5. Acceptance/Inspection.

The DNR will accept or reject the aquafeed as promptly as practical after delivery; however, failure to inspect and accept or reject the shipment will not relieve the Contractor from responsibility nor impose liability on the DNR.

The DNR reserves the right to notify appropriate State or local regulatory offices to request the inspection of the Contractor’s facilities if the quality of the food being shipped is in question.

The DNR reserves the right to reject damaged bags/boxes of aquafeed at delivery. If so, notified by the DNR, the Contractor will replace any such bags/boxes at no additional charge.

6. Contamination.

The ingredients and finished aquafeeds will be wholesome, clean materials, free from noxious chemicals and foreign materials. Fish oil that is used in the aquafeed must not contain more than 0.1ppm PCB’s. Contamination of any kind on the packaging may render the aquafeed unacceptable.

7. Packaging and Marking.

Each bag/box of aquafeed will be stamped to show pellet size or size of granule, diet identification, and date milled/manufactured or batch identification in an easily understood format. If coding is used to identify batch, the Contractor will provide instructions to decipher the coding to each hatchery listed in this Contract.

For palletized orders, the Contractor will use structurally sound and safe pallets that will protect bags/boxes during loading or off-loading, give adequate protection to the bottom bags/boxes on the pallet from splinters or fasteners, and securely wrap each pallet to unify the pallet contents. The maximum amount of aquafeed per pallet will be 2,200 pounds. The Contractor will load the shipment in a manner that will prevent load shifting and damage to bags/boxes from occurring during transport.

8. DNR Delivery Points.

St. Paul State Fish Hatchery 1200 Warner Road St. Paul, MN 55106

Spire Valley State Fish Hatchery 1852 State 6 NE Remer, MN 56672

Glenwood Area Fisheries Office 23070 Lakeshore Drive N Glenwood, MN 56334

Crystal Springs State Fish Hatchery 14674 Co. Rd., #112 Altura, MN 55910

Peterson State Fish Hatchery 28376 County Rd 25 South Peterson, MN 55962

Waterville State Fish Hatchery Area Fisheries Office 50317 Fish Hatchery Road Waterville, MN 56096

Lanesboro State Fish Hatchery 23789 Grosbeak Road Lanesboro, MN 55949

New London Hatchery 1 Oak St Northwest New London, MN 56273

9. Additional Items or Manufacturers.

The State reserves the right to add additional aquafeed products offered by the Contractor to the Contract upon the agreement of the State and the Contractor. This will be done through a fully executed Contract Amendment.

10. Samples, Records, and Recalls.

Upon request by the DNR, the Contractor will supply, or make available, samples, testing results, production records, and labeling of all ingredients used in the aquafeed. Production run records must be maintained and provide the following information: diet formulation, batch size, identification and weight of each ingredient used, mix date and batch number. Notice of any and all aquafeed recalls issued by the Contractor, its supplier, distributor or affiliates will be immediately provided via direct notification to the DNR.

11. Literature.

The Contractor will submit pertinent data sheets on contract diets upon implementation of this Contract, renewal of this Contract, or upon any significant change in aquafeed formulation to each hatchery listed in this Contract.

12. State Registration.

The Contractor must be duly registered with the Minnesota Department of Agriculture for sale of aquafeed within Minnesota.

13. Proximate Analysis.

Closed formula diets will meet the below proximate analysis guidelines. These values should be considered "Typical Values" not minimum or maximum values. Proprietary brand names are included for differentiating between aquafeed measurements and sizes and Contractor(s) may have alternative brand name products that meet the proximate analysis.

a. Category A - Aquafeed and Medicated Feed for Trout Item # DIET PROTEIN FAT NFE* ASH MOISTURE

1 BioVita Starter Mash, #0 53% min 18% min 9.86 12% max 8.5% max 2 BioVita Starter #1, #2 52% min 20% min 10.44 12% max 8.5% max 3 BioClark’s Starter #0 53% min 18% min 11.02 12% max 8.5% max 4 BioClark’s Starter #1, #2 52% min 20% min 11.59 12% max 8.5% max

5 BioVita Fry 1.2mm- 2.5mm

50% min 22% min 9.61 13% max 8.5% max

6 BioVita Fry 3.0 mm 50% min 22% min 9.48 13% max 8.5% max

7 BioClark’s Fry 1.2mm- 1.5mm

47% min 18% min 20.41 13% max 8.5% max

8 BioClark's Fry 2.0mm-3.0 mm

47% min 18% min 19.65 13% max 8.5% max

9 BioClark's Fry 4.0mm 47% min 18% min 19.17 13% max 8.5% max 10 BioTrout 1.5 mm 47% min 24% min 14.92 12% max 8.5% max 11 BioTrout 2.0mm 47% min 24% min 13.55 12% max 8.5% max 12 BioTrout 3.0 mm 47% min 24% min 14.36 12% max 8.5% max 13 BioTrout 4.0 mm 45% min 24% min 14.63 12% max 8.5% max 14 BioTrout 6.0 mm 43% min 24% min 17.10 12% max 8.5% max 15 BioTrout 9.0 mm 40% min 24% min 21.15 12% max 8.5% max 16 BioBrood 4.0mm-9.0mm 48% min 20% min 11.21 11% max 8.5% max 17 BioPro2 #0 53% min 18% min 12% max 8.5% max 18 BioPro2 #1, #2 52% min 20% min 12% max 8.5% max 19 BioPro2 #1.2-#3.0 50% min 22% min 13% max 8.5% max 20 Rangen Starter #0 50% min 15% min 21 Rangen Starter #1 50% min 15% min 22 Rangen Starter #2 50% min 15% min 23 Rangen Extr 450 45% min 16% min

24 Rangen Extr 420 Low Phos

42% min 13% min

25 Rangen Trout Broodstock

44% min 10% min

FEED ADDITIVES LEVEL DRUG INCLUSION RATE

26 Pigmentation 40 PPM Astaxanthin

Item # DIET PROTEIN FAT NFE* ASH MOISTURE

27 Aquaflor Medicated Feed

10mg kg of fish .04% to .40%

28 Aquaflor Medicated Feed

15mg kg of fish .06% to .60%

29 TM-200 Medicated Feed .05% to 3.0%

30 Aqua-100 Medicated Feed

1.125% to 4.5%

31 Extra Vitamins *NFE = Nitrogen Free Extricate = Carbohydrate = Typical Levels

b. Category B - Aquafeed for Trout Item # Diet Size Sinking/Floating Crude Protein Crude Oil

1 Starter Crumble #0 Sinking 52% 16% 2 Starter Crumble #1 Sinking 52% 16% 3 Starter Crumble #2 Sinking 52% 16% 4 Classic Fry 1.0 mm Sinking 45% 16% 5 Classic Fry 2.0 mm Sinking 45% 16% 6 Classic Fry 1.5 mm Floating 45% 16% 7 Classic Fry 2.5 mm Floating 45% 16% 8 Oncor Fry 1.0 mm Sinking 47% 17% 9 Oncor Fry 2.0 mm Sinking 46% 18%

10 Oncor Fry 1.5 mm Floating 47% 17% 11 Oncor Fry 2.5 mm Floating 46% 18% 12 Classic Trout 3.0 mm Sinking 40% 12% 13 Classic Trout 4.0 mm Sinking 40% 12% 14 Classic Trout 6.0 mm Sinking 40% 12% 15 Classic Trout 8.0 mm Sinking 40% 12% 16 Classic Trout 3.5 mm Floating 40% 12% 17 Classic Trout 4.5 mm Floating 40% 12% 18 Classic Trout 5.5 mm Floating 40% 12% 19 Classic Trout 7.5 mm Floating 40% 12% 20 Classic Trout 9.5 mm Floating 40% 12% 21 Oncor 3.0 mm Sinking 45% 19% 22 Oncor 4.0 mm Sinking 43% 20% 23 Oncor 3.5 mm Floating 45% 19% 24 Oncor 4.5 mm Floating 42% 20% 25 Oncor 5.5 mm Floating 40% 22% 26 Oncor 7.5 mm Floating 40% 23% 27 Optiline Trout 3.0 mm Sinking 45% 23% 28 Optiline Trout 4.0 mm Sinking 42% 24% 29 Optiline Trout 3.5 mm Semi-Float 44% 23% 30 Optiline Trout 4.5 mm Semi-Float 42% 24% 31 Optiline Trout 5.5 mm Semi-Float 41% 25%

32 Optiline Trout 7.5 mm Semi-Float 39% 25% 33 Classic Brood 6.0 mm Sinking 45% 12% 34 Classic Brood 8.0 mm Sinking 45% 12% 35 Classic Brood 5.5 mm Floating 45% 12% 36 Classic Brood 7.5 mm Floating 45% 12% 37 Classic Brood 9.5 mm Floating 45% 12% 38 Protec Trout 3.0 mm Sinking 45% 19% 39 Protec Trout 4.0 mm Sinking 43% 20% 40 Protec Trout 3.5 mm Floating 45% 19% 41 Protec Trout 4.5 mm Floating 42% 20% 42 Protec Trout 5.5 mm Floating 40% 22%

43 Rangen Starter Crumble

#0 Slow Sink 50% 15%

44 Rangen Starter Crumble

#1 Slow Sink 50% 15%

45 Rangen Starter Crumble

#2 Slow Sink 50% 15%

46 Rangen Extr 450 1/16” Floating 45% 16% 47 Rangen Extr 450 3/32” Floating 45% 16%

48 Rangen Extr 450 sink

1/16”

Slow Sink 45% 16%

49 Rangen Extr 450 sink

3/32” Slow Sink 45% 16%

50 Rangen Extr 450 sink

1/8” Slow Sink 45% 16%

51 Rangen Extr 450 sink

5/32” Slow Sink 45% 16%

52 Rangen Extr 450 sink

3/16” Slow Sink 45% 16%

53 Rangen Extr 420 Low Phos

3/32” Floating 42% 13%

54 Rangen Extr 420 Low Phos

1/8” Floating 42% 13%

55 Rangen Extr 420 Low Phos

5/32” Floating 42% 13%

56 Rangen Extr 420 Low Phos

3/16” Floating 42% 13%

57 Rangen Extr 420 Low Phos

1/4” Floating 42% 13%

Feed Additives Level

58 Vitamin Pack Double

59 Astaxanthin 40 ppm

60 Astaxanthin 60 ppm

61 Astaxanthin 80 ppm

62 Oxytet 2 grams/pound 63 Oxytet 4 grams/pound 64 Florfenical 454 grams/ton

65 Florfenical 908 grams/ ton

c. Category C - Aquafeed for Muskellunge

Item # Otohime Weaning Diet Feed

Shape Size Crude

Protein

% MIN

Crude Fat

MIN

Crude Fiber

MAX

Crude Ash

MAX

Crude Calcium

% MIN

Phosphorus

% MIN

Moisture

% MAX

1 Otohime A Granule 75 – 250 µm

53 8 3 16 2.2 1.5 8

2 Otohime A1

Granule 75 – 150 µm

53 8 3 16 2.2 1.5 8

3 Otahime A2

Granule 150 – 250 µm

53 8 3 16 2.2 1.5 8

4 Otahime B1

Granule 250 – 360 µm

51 11 3 15 2.3 1.5 6.5

5 Otahime B2

Granule 360 – 650 µm

51 11 3 15 2.3 1.5 6.5

6 Otahime C1

Granule 580 – 840 µm

51 11 3.5 15 2.3 1.5 7

Otahime C2

Granule 840 – µm

51 11 3.5 15 2.3 1.5 7

Otahime S1 Mar.

Pellet 610 – µm

52 14 3.5 15 2.3 1.5 6.5

Otahime S2 Mar.

Pellet 920 – µm

52 14 3.5 15 2.3 1.5 6.5

10 Otahime

EP1

Ext.

Pellet

1.7 mm 48 14 2 14 2.2 1.7 6.5

11 Otahime

EP2

Ext.

Pellet

2.3 mm 48 14.5 2 14 2.2 1.7 6.5

12 Otahime

EP3

Ext.

Pellet

3.1 mm 48 14.5 2 14 2.2 1.7 6.5

13 Otahime

EP4

Ext.

Pellet

4.1 mm 48 14 2 15 2.5 1.7 7

14 Otahime

EP6

Ext.

Pellet

6.5 mm 48 14 2 15 2.5 1.7 7

15 Otahime

EP8

Ext.

Pellet

8.1 mm 48 14 2 15 2.5 1.7 7

16 Otahime

EP10

Ext.

Pellet

10.0 mm

48 14 2 15 2.5 1.7 7

Exhibit D: Pricing

Contract Pricing.

In General. Prices listed take into consideration all inherent costs of providing the requested goods. The Contractor agrees to pay any and all fees, including, but not limited to: duties, custom fees, permits, brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments. The State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or expressly allowed by the Contract. Prices listed within Exhibit D are maximum prices. These maximum prices shall remain firm for the initial term of the Contract. The Price List may not include any additional terms or conditions. A unit price and a total for the quantity must be stated for each item quoted. Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract. Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract.

Price Schedule(s).

The following price schedule(s) are hereby attached and incorporated into this Exhibit D as follows:

F-436 Price Schedule A

F-436 Price Schedule B

F-436 Price Schedule C

Prompt Payment Discount.

Contractor offers the following payment discount(s): [to be completed based on response to the solicitation and any negotiations, for example:

• 5% in 10, Net 30, and

• 3% in 15, Net 30.]

When applicable, the State will apply the discount at the time of payment.

Delivery.

See Exhibit C: Specifications, Duties, and Scope of Work.

Transportation.

All…