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General Terms and Condi�ons Page 2 of 16

STATE: The State of Washington.

SUBCONTRACTOR: The eligible associa�on, organiza�on, or tribe, by Subcontract or writen agreement with the Contractor, is performing all or part of the services under the Contractor’s agreement with WSDA. The term does not include the Contractor’s employees. The term includes any Subcontractor in any �er.

UNIFORM GUIDANCE: 2 CFR Part 200, Uniform Administra�ve Requirements, Cost Principles, and Audit Requirements for Federal Awards.

USC: United States Code.

USDA: United State Department of Agriculture

VENDOR: An en�ty that provides goods or services on a fee-for-service or per-unit basis with contractual penal�es if the en�ty fails to meet program performance standards. Also known as a Contractor. The designa�on of Contractor will be iden�fied in any writen Contract.

WAC: Washington Administra�ve Code.

WSDA: The Washington State Department of Agriculture or its successor agency, if any.

2. ACCESS TO DATA. In compliance with Chapter 39.26 RCW, the Contractor must provide access to data generated under this Contract to WSDA FA, the Joint Legisla�ve Audit and Review Commitee, and the State Auditor at no addi�onal cost. This includes access to all informa�on that supports the findings, conclusions, and recommenda�ons of the Contractor’s reports, including computer models and methodology for those models.

3. ADVANCE PAYMENTS PROHIBITED. The Contractor must not request payments in advance of or in an�cipa�on of goods or services to be provided under this Contract.

4. ALL WRITINGS CONTAINED HEREIN. This Contract contains all the terms and condi�ons agreed upon by the par�es.

No other understandings, oral or otherwise, regarding the subject mater of this Contract will be deemed to exist or to bind any of the par�es hereto.

5. AMENDMENTS. The par�es may amend this Contract by mutual consent. Such Amendments are not binding unless in wri�ng and signed by personnel authorized to bind each of the par�es.

6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ("ADA") 28 CFR Part 35). The Contractor must comply with the ADA, which provides comprehensive civil rights protec�on to individuals with disabili�es in the areas of employment, public accommoda�ons, state and local government services, and telecommunica�ons.

7. APPROVAL. This Contract is not in effect unless signed by both the Contractor Authorized Representa�ve and the WSDA FA Authorized Representa�ve.

8. ASSIGNMENT. The Contractor must not transfer or assign this Contract, or any claim arising under this Contract, without prior writen consent of the WSDA FA.

8.1. WSDA FA under certain circumstances, may consider an assignment or transfer of a Contract from a Contractor, however, only under the following circumstances:

a. The Contractor indicates an inability to perform services provided under the scope of work.

b. The Contractor is seeking assignment to an en�ty that meets the eligibility criteria for the grant.

c. The en�ty to whom the Contract would be assigned must meet all eligibility requirements, including having the financial capabili�es to perform services under the Contract’s scope of work.

8.2. If the Contractor’s Assignee does not meet eligibility and is not financially capable of performing under the Contract, WSDA FA may at its discre�on, and with the concurrence of the original Contractor, enter into a new Contract with another eligible en�ty which does meet all eligibility requirements and is financially capable of performing services as outlined in the Contract’s scope of work.

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a. The original Contractor must, under both circumstances, sign a WSDA FA Assignment Contract, which includes a requirement that the original Contractor remain responsible for all requirements of the Contract that occurred prior to the Assignment.

8.3. WSDA FA under no circumstances will transfer or assign payment to an en�ty who is not the Contractor under this Contract.

9. ATTORNEYS’ FEES. In the event of li�ga�on or other ac�on brought to enforce Contract terms, each party bears its own atorney fees and costs.

10. CALCULATION OF TIME. Unless otherwise expressly stated, all �me periods called for in this Contract indicate calendar years, months, days.

11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION - PRIMARY AND LOWER TIER-COVERED TRANSACTIONS. The Contractor, by signing the Contract, cer�fies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in any Federal or State department or agency from par�cipa�ng in transac�ons.

11.1. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement) (2 CFR Part 180), including the requirement to include a term or condi�on in all lower �er covered transac�ons (Agreements described in 2 CFR § 180.220) that the award is subject to 2 CFR Part 180.

11.2. The Contractor must conduct suspension and debarment checks prior to entering into any Agreement or Contract with a Contractor/Vendor with a value of $25,000 or more, including the requirement to include this in all lower �er covered transac�ons.

11.3. The Contractor agrees to access htps://sam.gov and ensure that all primary and lower �er covered transac�ons are not with en��es with a Federal Exclusion on their SAM registra�on and to keep a copy on file with the Contractor’s project records. Registra�on with the System for Award Management (SAM) and the requirements stated in 48 CFR § 52.204-7 to register with the System for Award Management at the SAM website (htps://sam.gov) are required for Contractors (full SAM registra�on) and sign up for a Unique En�ty Iden�fier (UEI) for Subcontractors (UEI number only).

11.4. Debarment and Suspension (Execu�ve Orders 12549 and 12689), an Agreement award (see 2 CFR Part 180.220) must not be made to par�es listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR Part 180 that implement Execu�ve Orders 12549 and 12689, “Debarment and Suspension.”

11.5. Nonprocurement Debarment and Suspension (2 CFR Part 417), SAM Exclusions contains the names of par�es debarred, suspended, or otherwise excluded by agencies, as well as par�es declared ineligible under statutory or regulatory authority other than Execu�ve Order 12549.

12. CIVIL RIGHTS AND NON-DISCRIMINATION ASSURANCE. The Contractor will ensure compliance with all federal, state, and local laws concerning civil rights and nondiscrimina�on.

12.1. The Contractor must prac�ce nondiscrimina�on in the employment of individuals and the delivery of services in all programs of the organiza�on. All have the right to be free from discrimina�on because of race, creed, color, na�onal origin, sex (including gender iden�ty and sexual orienta�on), honorably discharged veteran or military status, age, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability and this is recognized as and declared to be a civil right.

12.2. The Contractor and its agents, employees, and Subcontractors must comply with all applicable requirements regarding civil rights and prohibit discrimina�on against all individuals based on their race, color, religion, sex (including pregnancy, sexual orienta�on, or gender iden�ty), na�onal origin, disability, age (40 or older), or gene�c informa�on (including family history).

12.3. The Contractor will par�cipate in any civil rights or nondiscrimina�on training required.

https://sam.gov/ https://sam.gov/

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12.4. Some Federal Statutes and regula�ons prohibi�ng discrimina�on that may be applicable to this award include, without limita�on, the following:

a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d, et seq.) and Treasury’s implemen�ng regula�ons at 31 CFR Part 22, which prohibit discrimina�on on the basis of race, color, or na�onal origin under programs or ac�vi�es receiving federal financial assistance. See religious employment excep�on in 13.4.e. of this Sec�on.

b. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601, et seq.), which prohibits discrimina�on in housing on the basis of race, color, religion, na�onal origin, sex, familial status, or disability.

c. Sec�on 504 of the Rehabilita�on Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimina�on on the basis of disability under any program or ac�vity receiving federal assistance.

d. The Age Discrimina�on Act of 1975, as amended (42 U.S.C. §§ 6101, et seq.), and Treasury’s implemen�ng regula�ons at 31 CFR Part 23, which prohibit discrimina�on on the Title II of the Americans with Disabili�es Act of 1990, as amended (42 U.S.C. §§ 12101, et seq.), which prohibits discrimina�on on the basis of disability under programs, ac�vi�es, and services provided or made available by state and local governments or instrumentali�es or agencies thereto.

e. The Civil Rights Act of 1964 prohibits employment discrimina�on based on religion but exempts religious en��es from this prohibi�on. 7 CFR § 16.3(c) expressly provides that religious organiza�ons par�cipa�ng in USDA assistance programs do not waive this exemp�on. Consistent with this legal authority, religious employers may preferen�ally hire persons whose beliefs and conduct are consistent with the employers’ religious precepts and not be at risk of losing USDA federal assistance funding.

13. CONFIDENTIALITY/SAFEGUARDING INFORMATION. “Confiden�al Informa�on” as used in this sec�on includes:

13.1. All material provided to the Contractor by WSDA FA that is designated as “confiden�al” by WSDA FA;

13.2. All material produced by the Contractor that is designated as “confiden�al” by WSDA FA; and

13.3. All Personal Informa�on in the possession of the Contractor that may not be disclosed under state or federal law.

13.4. The Contractor will comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confiden�al Informa�on.

13.5. The Contractor will use Confiden�al Informa�on solely for the purposes of this Contract and will not use, share, transfer, sell or disclose any Confiden�al Informa�on to any third party except with the prior writen consent of WSDA FA or as may be required by law.

13.6. The Contractor will take all necessary steps to assure that Confiden�al Informa�on is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confiden�al Informa�on or viola�on of any state or federal laws related thereto.

13.7. Upon request, the Contractor will provide WSDA FA with its policies and procedures on confiden�ality.

13.8. WSDA FA may require changes to such policies and procedures as they apply to this Contract whenever WSDA FA reasonably determines that changes are necessary to prevent unauthorized disclosures.

13.9. The Contractor will make the changes within the �me period specified by WSDA FA.

13.10. Upon request, the Contractor will immediately return to WSDA FA any Confiden�al Informa�on that WSDA FA reasonably determines has not been adequately protected by the unauthorized disclosure.

a. Unauthorized Use or Disclosure. The Contractor will no�fy WSDA FA within five (5) business days of any unauthorized use or disclosure of any confiden�al informa�on and will take necessary steps to mi�gate the harmful effects of such use or disclosure.

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14. CONFLICT OF INTEREST/ETHICS. Notwithstanding any determina�on by the Execu�ve Ethics Board or other tribunal, WSDA FA may, in its sole discre�on, by writen no�ce, terminate this Contract if it is found a�er due no�ce and examina�on by WSDA FA that there is a viola�on of the Ethics in Public Service Act, Chapters 42.52 RCW and 42.23 RCW; or any similar statute involving the in the procurement of, or performance under this Contract.

14.1. Specific restric�ons apply to entering into a Contract with current or former state employees pursuant to Chapter 42.52 RCW. The Contractor and their Subcontractors must iden�fy any person employed in any capacity by the State of Washington that worked with the WSDA FA program execu�ng this Contract, including but not limited to formula�ng or dra�ing the legisla�on, par�cipa�ng in procurement planning and execu�on, awarding, and monitoring of Contracts during the 24-month period preceding the start date of this Contract.

14.2. Iden�fy the individual by name, the state agency by which previously or currently employed, the job �tle or posi�on held, and separa�on date (if applicable).

14.3. If it is determined by WSDA FA that a conflict of interest exists, the Contractor may be disqualified from further considera�on for the award of a Contract.

14.4. In the event this Contract is terminated as provided above, WSDA FA will be en�tled 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 WSDA FA provided for in this clause will not be exclusive and are in addi�on to any other rights and remedies provided by law. The existence of facts upon which WSDA FA makes any determina�on under this clause will be an issue and may be reviewed as provided in the “Disputes” clause of this Contract.

15. CONFORMANCE WITH LAW. If any part of this Contract appears to violate any statute or rule, the provision may be interpreted to conform to statute or rule if such interpreta�on conforms to the purpose of this Contract.

16. CONTINUED ELIGIBILITY. The Contractor will con�nue to meet the following requirements throughout the Contract term:

16.1. If the Contractor is not a public agency or federally recognized tribe, the Contractor must be recognized by the Internal Revenue Service (IRS) as a 501(c)(3) organiza�on. If the Contractor loses 501(c)(3) status during the Contract term as a result of automa�c revoca�on for failure to file reports, the Contractor remains provisionally eligible to receive funding but, within thirty (30) days of no�ce of termina�on, the Contractor must reapply for 501(c)(3) status and provide proof of reapplica�on to WSDA FA.

16.2. This Contract terminates upon the Contractor's failure to �mely provide proof of reapplica�on to WSDA FA, unless the Contractor can show good cause for the failure to reapply. The Contractor will forward documenta�on of IRS recogni�on of 501(c)(3) status to WSDA FA within 180 days of the reapplica�on date.

This Contract terminates if the Contractor's tax-exempt status is denied, or the Contractor fails to �mely forward proof of status.

16.3. The Contractor shall be registered in the System for Award Management (SAM) and con�nue to maintain an ac�ve SAM registra�on with current informa�on at all �mes during which it receives federal funding.

16.4. If the Contractor is not a public agency or federally recognized tribe, the Contractor must be registered with the Washington Secretary of State’s office as a nonprofit corpora�on.

16.5. Churches and religious organiza�ons associated with a church are exempt from the obliga�ons of Paragraph 17 with the excep�on of Paragraph 17.3.

17. COPYRIGHT PROVISIONS. Unless otherwise provided, all materials produced under this Contract are "works for hire," as defined by the U.S. Copyright Act, and owned by the WSDA FA.

17.1. WSDA FA will be considered the author of such Materials. In the event the Materials are not considered “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, �tle, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to WSDA FA effec�ve from the moment of crea�on of such Materials.

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17.2. “Materials” means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, adver�sements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproduc�ons. “Ownership” includes the right to copyright, patent, register and the ability to transfer these rights.

17.3. For Materials that are delivered under the Contract, but that incorporate pre-exis�ng materials not produced under the Contract, the Contractor hereby grants to WSDA FA a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare deriva�ve works, publicly perform, and publicly display.

17.4. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to WSDA

FA.

17.5. The Contractor will exert all reasonable effort to advise WSDA FA, at the �me of delivery of Materials furnished under this Contract, of all known or poten�al invasions of privacy contained therein and of any por�on of such document which was not produced in the performance of this Contract.

17.6. The Contractor will provide WSDA FA with prompt writen no�ce of each no�ce or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. WSDA FA will have the right to modify or remove any restric�ve markings placed upon the Materials by the Contractor.

18. 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 con�ngent fee, excep�ng bona fide employees or bona fide established commercial or selling agents maintained by the Contractor for the purpose of securing business.

18.1. In the event of the Contractor's breach of this clause, the WSDA FA has the right to annul this Contract without liability. In lieu of annulling the Contract, the WSDA FA may deduct the full amount of such commission, percentage, brokerage, or con�ngent fee from the Contract price or considera�on.

19. CUMULATIVE RIGHTS AND REMEDIES. The rights and remedies of the WSDA FA provided for in this Contract are cumula�ve and not exclusive. The exercise of any right or remedy does not preclude the exercise of any other rights or remedies available at law, regardless of whether the right or remedy is available at the �me of the Contract execu�on.

20. DISPUTES. Except as otherwise provided in this Contract, when a dispute arises between WSDA FA and the Contractor that cannot be resolved by direct nego�a�on, the Contractor may request a dispute hearing by WSDA’s Director, who may designate another person (designee) to hear the dispute, as follows:

20.1. Contractor Disputes - The request for a dispute hearing must:

a. Be in wri�ng;

b. State the disputed issue(s);

c. State the rela�ve posi�ons of the par�es;

d. State the Contractor's name, address, and Contract Number; and

e. Be mailed to the Director and the other party’s (respondent’s) representa�ve within fi�een (15) days a�er the par�es agree that they cannot resolve the dispute.

The respondent must send a writen answer to the requester’s statement to the Director and the requester within ten (10) business days. The Director must review the writen statements and reply in wri�ng to both par�es within fi�een (15) business days. At the discre�on of the Director or Director’s designee, the decision period may be extended upon no�ce to both par�es.

20.2. Subcontractor Disputes – The Contractor must establish a writen dispute resolu�on process for Subcontractors under the Subcontract prior to execu�on and:

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a. The dispute resolu�on process must not include WSDA FA as arbitrator or mediator in any disputes between par�es.

b. Resolu�on of the dispute must be between the Contractor and Subcontractor, without WSDA FA involvement.

c. WSDA FA may provide feedback to the Contractor when involved in a Subcontractor dispute, based solely on the direct rela�onship between the Contractor and WSDA FA.

d. The Contractor shall provide a copy of the dispute process to all Subcontractors within 45 days of the Subcontract execu�on date.

20.3. Dispute Resolu�on Resources - Authorized by the state legislature in the 1984 Court Improvement Act, Dispute Resolu�on Centers (DRCs) help create solu�ons to resolve disagreements by offering voluntary, confiden�al, informal, and non-adversarial alterna�ves to the legal system. Each DRC is a private, nonprofit organiza�on or a service of local government with community-based facilitators. A list of DRCs by county may be found at: Washington State Dispute Resolu�on Centers.

This dispute process precedes any ac�on in a judicial or quasi-judicial tribunal. Nothing in this Contract limits the par�es’ choice of a mutually acceptable alternate dispute resolu�on method in addi�on to the dispute resolu�on procedure outlined above.

21. DUPLICATE PAYMENT. The Contractor must not charge WSDA FA for the same services and expenses that the Contractor has charged or will charge to the State of Washington or any other party under any other Contract. WSDA FA is not liable for duplicate payment of such charges.

22. FEDERAL FUNDING ACCOUNTABILITY & TRANSPARENCY ACT COMPLIANCE. The Contractor shall meet the Federal Funding Accountability & Transparency Act (FFATA) Data Repor�ng Requirements by comple�ng the FFATA Atachment contained in the Contract. The Contractor shall no�fy WSDA FA in wri�ng within thirty (30) days of any changes to the Contractor’s FFATA repor�ng requirements.

23. GOVERNING LAW AND VENUE. This Contract must be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any ac�on brought in connec�on with this Contract is proper only in the Superior Court for Thurston County.

24. INCORPORATION OF REFERENCED DOCUMENTS. Unless otherwise expressly stated, all atachments and documents referenced in this Contract are incorporated and made a part of this Contract.

25. INDEMNIFICATION. To the fullest extent permited by law, the Contractor will indemnify, defend, and hold harmless the State of Washington, WSDA FA, agencies of the State and all officials, agents, and employees of the State, from and against all claims for injuries or death arising out of or resul�ng from the performance of the Contract.

25.1. “Claim” as used in this Contract, means any financial loss, claim, suit, ac�on, damage, or expense, including, but not limited to, atorney’s fees, atributable for bodily injury, sickness, disease, or death, or injury to or the destruc�on of tangible property including loss of use resul�ng therefrom.

25.2. The Contractor’s obliga�on to indemnify, defend, and hold harmless includes any claim by the Contractor’s agents, employees, representa�ves, or any Subcontractors or its employees.

a. 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 under the Contract.

b. The Contractor’s obliga�on to indemnify, defend, and hold harmless the State will not be eliminated or reduced by any actual or alleged concurrent negligence of the State or its agents, agencies, employees, and officials.

25.3. The Contractor waives its immunity under Title 51 RCW, Industrial Insurance, to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officers, agents or employees.

https://www.courts.wa.gov/court_dir/?fa=court_dir.dispute

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26. INDEPENDENT CAPACITY OF THE CONTRACTOR. The par�es intend that an independent rela�onship will be created by this Contract. The Contractor and its employees or agents performing under this Contract are not employees or agents of the State of Washington or WSDA. They will not hold themselves out as or claim to be an officer or employee of WSDA or of the State of Washington by reason hereof, nor will they make any claim of right, privilege or benefit which would accrue to such an officer or employee under law. Conduct and control of the work will be solely with the Contractor.

27. INDUSTRIAL INSURANCE COVERAGE. The Contractor must 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 penal�es on behalf of its employees, as may be required by law, the WSDA FA may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. The WSDA FA may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the WSDA FA 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.

28. INSURANCE. The Contractor will maintain insurance coverage in full force and effect during the term of the Contract.

28.1. Coverage must meet the following requirements:

a. Minimum public liability insurance coverage of $1,000,000 per occurrence.

b. The� coverage of not less than the replacement value of equipment and inventory purchased with funds when the acquisi�on cost was $5,000 or more.

c. For using motor vehicles in conduc�ng ac�vi�es, minimum liability coverage of $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property; in addi�on, collision, and comprehensive insurance against physical damage, including the�, will be provided except when the cost of the coverage would exceed the value of the vehicle.

28.2. All public or general liability, excess, umbrella, and property insurance policies will name the State of Washington, Washington State Department of Agriculture (WSDA), its elected and appointed officials, agents, and employees as an addi�onal insured.

28.3. The Contractor will purchase fidelity insurance for every person authorized to receive or deposit funds or issue financial documents and instruments of payment to provide protec�on against loss. The amount of coverage must be $100,000, or the highest planned reimbursement per Contract period, whichever is lowest.

28.4. The addi�onal insured endorsement must be an ISO Standard Endorsement CG 2026 or equivalent. If the Contractor has submited insurance cer�fica�ons and addi�onal insured endorsements under a previous Contract and such documents are s�ll current, the Contractor is relieved of the duty to submit again within thirty (30) days of Contract execu�on. WSDA FA will terminate the Contract if the Contractor fails to �mely secure and maintain insurance. In the alterna�ve, WSDA FA may refuse to reimburse the Contractor for any costs un�l the Contractor submits evidence of insurance.

28.5. If the Contractor is a poli�cal sub-division of the State of Washington, and individually or jointly self-insures risks, or jointly purchases insurance or reinsurance pursuit to Chapter 48.62 RCW, the Contractor may waive the requirement to name the State of Washington, Washington State Department of Agriculture (WSDA), its elected and appointed officials, agents, and employees as an addi�onal insured.

28.6. In lieu of an addi�onal insured lis�ng, the Contractor agrees to �mely file a claim as required by the insurer and to reimburse WSDA FA for any improper use, disposal, loss, or damage to items procured under this Contract resul�ng from the failure of the Contractor, its agents, or its distribu�on sites, regardless of any recovery from insurance. Reimbursement method will be determined by WSDA FA and may include in-kind replacement in lieu of cash reimbursement. This repayment obliga�on will be a lien on the general revenues of the poli�cal sub-division.

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29. LAWS. Throughout the Contract period, the Contractor must comply with all requirements of all applicable laws, ordinances, codes, regula�ons, and policies of local, state, and federal governments, as now or as amended.

Regula�ons applicable to this award include, without limita�on, the following:

29.1. Affirma�ve ac�on, RCW 41.06.020 (1).

29.2. Boards of directors or officers of nonprofit corpora�ons – Liability - Limita�ons, RCW 4.24.264.

29.3. Campaign Disclosure and Contribu�on, Chapter 42.17A RCW.

29.4. Discrimina�on-Human Rights Commission, Chapter 49.60 RCW.

29.5. Ethics in Public Service, Chapter 42.52 RCW.

29.6. Office of Minority and Women’s Business Enterprises, Chapter 39.19 RCW, and Chapter 326-02 WAC.

29.7. Open Public Mee�ngs Act, Chapter 42.30 RCW.

29.8. Public Records Act, Chapter 42.56 RCW.

29.9. State Budge�ng, Accoun�ng, and Repor�ng System, Chapter 43.88 RCW.

29.10. Suppor�ng Workers’ Rights to Effec�vely Address Workplace Viola�ons, Execu�ve Order 18-03.

29.11. Generally applicable federal environmental laws and regula�ons.

30. LICENSING, ACCREDITATION AND REGISTRATION. The Contractor will comply with all applicable local, state, and federal licensing, accredita�on and registra�on requirements or standards necessary for the performance of this Contract.

31. LIMITATION OF AUTHORITY. Only the Authorized Representa�ve or the Authorized Representa�ve’s delegate by wri�ng (delega�on to be made prior to ac�on) will have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condi�on of this Contract. Furthermore, any altera�on, amendment, modifica�on, or waiver or any clause or condi�on of this Contract is not effec�ve or binding unless made in wri�ng and signed by the Authorized Representa�ve.

32. MAINTENANCE OF RECORDS, DOCUMENTS, AND REPORTS. The Contractor will maintain books, records, documents, data, and other evidence rela�ng to this Contract and performance of the services described herein, including but not limited to accoun�ng procedures and prac�ces that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract.

32.1. The Contractor will retain such records for a period of six (6) years following the date of final payment. At no addi�onal cost, these records, including materials generated under the Contract, will be subject at all reasonable �mes to inspec�on, review, or audit by WSDA FA, personnel duly authorized by WSDA FA, the Office of the State Auditor, and federal and state officials so authorized by law, regula�on, or Contract.

32.2. If any li�ga�on, claim, or audit is started before the expira�on of the six (6) year period, the records will be retained un�l all li�ga�on, claims, or audit findings involving the records have been resolved.

32.3. Any report that the Contractor fails to deliver on �me is delinquent.

32.4. If a report is delinquent for more than ten (10) days, WSDA FA may withhold the Contractor’s funding, and/or suspend this Contract.

32.5. If funding is withheld or the Contract is suspended, WSDA FA may resume funding or reinstate the Contract a�er the Contractor delivers the delinquent reports and has demonstrated to WSDA FA’s sa�sfac�on that the Contractor has taken necessary correc�ve ac�on to ensure �mely repor�ng.

32.6. The Contractor shall implement correc�ve ac�on and no�fy WSDA FA if a delinquent report, or expected delinquent report, is caused by a Subcontractor's failure to report.

33. OVERPAYMENTS AND ASSERTION OF LIEN. The Contractor must refund to WSDA FA any amount of overpayment or erroneous payment. The WSDA FA may secure repayment, plus interest, by the filing of a lien against the

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Contractor's real property or by requiring the Contractor to post a bond, assignment of deposit, or some other form of security acceptable to the WSDA FA.

34. POLITICAL ACTIVITIES. The Contractor will not use any funds or food under this Contract to work for or against ballot measures or for or against the candidacy of any person for public office. Poli�cal ac�vity of the Contractor and the Contractor’s officers and employees will comply with the State Campaign Finances and Lobbying provisions of Chapter 42.17 RCW and the Hatch Act Moderniza�on Act of 2012, Public Law 112-230, 126 Stat. 1616-1618 (Dec. 28, 2012), amended provisions of the Hatch Act, 5 USC §§ 1501-1508 governing the poli�cal ac�vi�es of State and local employees, Federal employees, and employees of the Government of the District of Columbia.

35. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION. The Contractor will not pay any bonus or commission for the purpose of obtaining approval of the Contractor's applica�on for this Contract or any alloca�on of funds or foods under the Contract, provided, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicita�on, are not hereby prohibited if otherwise eligible as project cost.

36. PROCUREMENT MANAGEMENT. As of July 1, 2023, WSDA has determined that the Agency’s newly implemented Procurement Policies are more restric�ve than the Federal Award Uniform Guidance (2 CFR Part 200). The non-federal en�ty’s Micro purchase (Direct Buy) threshold increased to $50,000.00 whereas WSDA’s Direct Buy threshold is lower. The Contractor shall comply with WSDA’s Procurement Policies unless the Contractor’s Procurement Policies are more restric�ve; then the Contractor must follow its own policies. Please be advised that Uniform Guidance 2 CFR Part 200.317 -200.327 may also apply. In general, the following condi�ons apply:

36.1. Procurement Thresholds: Purchasing Goods & Services.

a. Direct Buy Thresholds (includes shipping and handling but excludes taxes and finance charges):

i. Not to exceed $30,000.

ii. Not to exceed $40,000 if the purchase is from a microbusiness, minibusiness, or small business as defined by RCW 39.26.010; or from a cer�fied veteran-owned business; or from a cer�fied state Office of Minority and Women’s Business Enterprises (OMWBE) business.

iii. Direct buy limits apply on a per-transac�on basis (to each Agreement term or to each purchase event).

b. Amounts over these thresholds require, a compe��ve solicita�on, at a minimum this may include:

i. Bid Solicita�on: Three (3) solicited writen quotes (at minimum), or

ii. Sealed bids: Publicly solicited, where a fixed price Agreement is awarded conforming with all the material terms and condi�ons of the invita�on and is the lowest price, or

iii. Proposals: Publicized and iden�fies evalua�on factors and their importance. Proposals must be solicited from an adequate number of qualified Sub Agencies or Vendors. Any response to publicized requests for proposals must be considered to the extent prac�cal. Agency must have a writen method to conduct evalua�on of proposals received and selec�on criteria.

c. Capital Improvements may require addi�onal condi�ons based on:

i. Type of Project

ii. Prevailing Wage (state and federal)

iii. Leased or Owned

iv. Funding Level

36.2. Suspension and Debarment rules apply regardless of purchasing from a Vendor or passing funding through to a Sub Agency.

37. PROPERTY MANAGEMENT. Property purchases made with WSDA FA funds must follow WSDA FA Procurement Policies.

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The Contractor shall follow WSDA FA Equipment & Equipment Repairs Procurement Guidelines (AGR PUB 609-454) for all equipment purchases and equipment repairs cos�ng $5,000 or more unless the Contractor’s Procurement Policies are more restric�ve, then the Contractor must follow its own policies.

For Capital Improvement procurement, the Lead Agency must follow WSDA FA Capital Improvement Procurement Guidelines (AGR PUB 609-898) for all improvement projects $5,000 or more unless the Lead Agency’s Procurement Policies are more restric�ve, then the Lead Agency must follow its own policies. All Property purchases made with these Agreement funds may be subject to the Federal Award Uniform Guidance, 2 CFR §§ 200.310-200.327.

Please be advised that prevailing wage laws (federal and/or state) may apply to capital improvement projects.

37.1. The Lead Agency will obtain WSDA FA’s preapproval for the purchase of any equipment (capital asset) or equipment repair of any (capital asset) cos�ng $5,000 or more, including any Capital Improvement project cos�ng $5,000 or more, by using the Food Assistance Equipment Procurement Request/Approval Form (AGR- 2204), the Food Assistance Equipment Repair Request/Approval Form (AGR-2615), or the Food Assistance Capital Improvement Procurement Request/Approval Form (AGR-2308), regardless of the percentage of WSDA FA funding being used to cover the cost.

37.2. Preapproval is not required for expenditures cos�ng less than $5,000. The Lead Agency must submit the required form on behalf of any Sub Agency request.

37.3. Capital assets purchased at least in part with WSDA FA funding and an original purchase price of $5,000 or more is subject to inventory repor�ng requirements.

37.4. The Lead Agency may use equipment purchased with WSDA FA funds as a trade-in for other equipment with approval from WSDA FA, if original purchase price was greater than $5,000.

37.5. The Lead Agency must follow Food Assistance disposal requirements for capital assets with an original purchase of $5,000 or more for which the cost was covered in part or in full by WSDA FA funds.

37.6. The Lead Agency must have procurement policies, including inventory policies, in place when they purchase and maintain property purchased with WSDA FA funding. The Lead Agency must have an equipment policy for Sub Agencies.

38. PUBLIC RECORDS ACT AND PROPRIETARY INFORMATION. The WSDA FA is subject to Chapter 42.56 RCW, the Public Records Act. This Contract and any documents the Contractor or Subcontractor submits to the WSDA FA under this Contract is a public record as defined in Chapter 42.56 RCW. If the Contractor or Subcontractor submits any informa�on to the WSDA FA that the Contractor or Subcontractor claims to be confiden�al or proprietary, the Contractor or Subcontractor must clearly iden�fy the informa�on as such. To the extent consistent with Chapter

42.56 RCW, the WSDA FA will maintain the confiden�ality of all such informa�on marked confiden�al or proprietary.

If the scope of a request made pursuant to Chapter 42.56 RCW includes the Contractor's or the Subcontractor's proprietary or confiden�al informa�on and the WSDA FA intends to release the informa�on, the WSDA FA will no�fy the Contractor or Subcontract of the request and the date the records will be released to the requester. If the Contractor or the Subcontractor desires to prevent disclosure, the Contractor or the Subcontractor must obtain a court order enjoining disclosure. If the Contractor or the Subcontractor fails to obtain such court order, the WSDA FA will release the requested informa�on.

39. PUBLICITY. The Contractor or the Subcontractor agrees not to publish or use any adver�sing or publicity materials in which the State of Washington or WSDA FA name is men�oned, or language used from which the connec�on with the State of Washington’s or WSDA FA’s name may reasonably be inferred or implied, without the prior writen consent of WSDA FA.

40. RECAPTURE. In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, WSDA FA reserves the right to recapture funds in an amount to compensate WSDA FA for the noncompliance in addi�on to any other remedies available at law or in equity.

Repayment by the Contractor of funds under this recapture provision will occur within the �me period specified by WSDA FA. In the alterna�ve, WSDA FA may recapture such funds from payments due under this Contract.

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41. REGISTRATION. If required by law, the Contractor will complete registra�on and licensing requirements with the Washington State Department of Revenue and receive a Unified Business Iden�fier (UBI) number.

41.1. Contractors are required to be registered in the Statewide Vendor (SWV) payment system. Registra�on is required prior to submi�ng a request for payment under this Contract. The Washington State Office of Financial Management (OFM) maintains a central registra�on for Washington State agencies to use for processing payments. This allows the Contractor to receive payments by direct deposit. No payment will be made un�l the registra�on is completed. To register for a SWV number, please go to htps://ofm.wa.gov/sites/default/files/public/itsystems/payee/VendorRegistra�on.pdf to complete the registra�on form and submit to OFM per instruc�ons listed.

42. REGULATORY AND STATUTORY REQUIREMENTS. Throughout the Contract period, the Contractor shall comply fully with all provisions of this Contract, future Amendments, and the Office of Management and Budget (OMB) Guidance for Grants and Contracts. This Federal financial assistance award is subject to rules and regula�ons [incorporated by full text or by reference] as noted below:

Government-wide Regula�ons:

42.1. 2 CFR Part 25 - “Universal Iden�fier and System for Award Management” applies to all applicants and recipients of Federal awards, other than those exempted by statute or exempted.

42.2. 2 CFR Part 170 - “Repor�ng Sub-Award and Execu�ve Compensa�on Informa�on” provides guidance to establish requirements for recipients’ repor�ng of informa�on on subawards and execu�ve total compensa�on, as required by the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by sec�on 6202 of (Public Law 110-252), herea�er referred to as “the Transparency Act.”

42.3. 2 CFR Part 175 - “Award Term for Trafficking in Persons”

42.4. 2 CFR Part 180 - “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Non- Procurement)” including the requirement to include a term or condi�on in all lower �er covered transac�ons (contracts and subcontracts described in 2 CFR Part 180, subpart B) that the award is subject to.

42.5. 2 CFR Part 182 – “Governmentwide Requirements for Drug-Free Workplace (Financial Assistance)”

42.6. 2 CFR Part 183 - “Never Contract with the Enemy”

42.7. 2 CFR § 200.216 "Prohibi�on on certain telecommunica�ons and video surveillance services or equipment"

42.8. 2 CFR § 200 Subpart B - “General Provisions” Establishes uniform administra�ve requirements, cost principles, and audit requirements for Federal awards to non-Federal en��es.

42.9. 2 CFR § 200 Subpart C - “Pre- Federal Award Requirements and Contents of Federal Awards”

a. The following provisions do not apply to the CSLFRF program: 2 CFR § 200.204 (No�ces of funding opportuni�es); 2 CFR § 200.205 (Federal awarding agency review of merit of proposals); 2 CFR § 200.210 (Pre-award costs); and 2 CFR § 200.213 (Repor�ng a determina�on that a non-Federal en�ty is not qualified for a Federal award).

42.10. 2 CFR § 200 Subpart D – “Post Federal Award Requirements”

a. The following provisions do not apply to the CSLFRF program: 2 CFR §§ 200.305 (b)(8) and (9) (Federal payment); 2 CFR § 200.308 (Revision of budget and program plans); 2 CFR § 200.309 (Modifica�ons to Period of Performance); and 2 CFR § 200.320(c)(4) (Noncompe��ve procurement).

42.11. 2 CFR § 200 Subpart E – “Cost Principles”

42.12. 2 CFR Part 415 - “General Program Administra�ve Regula�ons”

42.13. 2 CFR Part 416 - “General Program Administra�ve Regula�ons for Grants and Coopera�ve Agreements to State and Local Governments” https://ofm.wa.gov/sites/default/files/public/itsystems/payee/VendorRegistration.pdf

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42.14. 2 CFR Part 417 - “Non-Procurement Debarment and Suspension” Clarifies that the Contractor must also conduct suspension and debarment checks prior to entering into any contract (vendor purchase) with a value of $25,000 or more, including the requirement to include this in all lower �er covered transac�ons.

42.15. 2 CFR Part 418 - “New Restric�ons on Lobbying”

42.16. 2 CFR Part 421 - “Requirements for Drug-Free Workplace (Financial Assistance)”

42.17. 7 CFR § 1 Subpart A - “Official Records” (Freedom of Informa�on Act)

42.18. 7 CFR § 1(b) – “Na�onal Environmental Policy Act”

42.19. 7 CFR Part 3 - “Debt Management” Collec�on, compromise, suspension, or termina�on of debts owed to the United States.

42.20. 7 CFR § 15, Subpart A – “Nondiscrimina�on in Federally-Assisted Programs of the Department of Agriculture—Effectua�on of Title VI of the Civil Rights Act of 1964”

42.21. 7 CFR Part 16 - “Equal Opportunity for Religious Organiza�ons”

42.22. 7 CFR Part 331 and 9 CFR Part 121 - USDA implementa�on of the Agricultural Bioterrorism Protec�on Act of 2002.

42.23. 37 CFR Part 401 - “Rights to Inven�ons made by Nonprofit Organiza�ons and Small Business Firms under Government Grants, Contracts, and Coopera�ve Agreements”

42.24. 41 CFR §§ 301-10.131 to 301-10.143 - “Use of United States Flag Air Carriers,” which implements the Fly America Act (49 U.S.C. § 40118). For more informa�on see htp://www.gsa.gov/portal/content/103191.

42.25. 48 CFR Subpart 31.2 - “Contracts with Commercial Organiza�ons”

42.26. 8 U.S.C. § 1324a - “Unlawful employment of aliens”

42.27. 29 U.S.C. § 794 - “Nondiscrimina�on under Federal grants and programs”

42.28. 41 U.S.C. § 22 - “Interest of Member of Congress”

42.29. 41 U.S.C. § 4712 - “Pilot program for enhancement of contractor protec�on from reprisal for disclosure of certain informa�on”

42.30. 44 U.S.C. §§ 3551, et seq. (Public Law 107-347) – Federal Informa�on System Security Management Act of

2002 (FISMA).

42.31. Execu�ve Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” take reasonable steps to ensure that LEP persons have meaningful access to programs in accordance with LEP Implementa�on Strategy for AMS’ Federally-Assisted Programs.

42.32. Execu�ve Order 13798, “Promo�ng Free Speech and Religious Liberty” As a recipient you must not discriminate against sub recipients on the basis of their religious character.

42.33. Execu�ve Order 13858, “Strengthening Buy- American Preferences for Infrastructure Projects” (Except for Sec�on 5, revoked by Execu�ve Order 14005)

42.34. Execu�ve Order 13864, “Improving Free Inquiry, Transparency, and Accountability at Colleges and Universi�es”

42.35. Execu�ve Order 13933, “Protec�ng American Monuments, Memorials, and Statues and Comba�ng Recent Criminal Violence”

42.36. Execu�ve Order 13988, “Preven�ng and Comba�ng Discrimina�on on the Basis of Gender Iden�ty or Sexual Orienta�on”

42.37. Execu�ve Order 13991, “Protec�ng the Federal Workforce and Requiring Mask-Wearing”

42.38. Execu�ve Order 13999, “Protec�ng Worker Health and Safety” http://www.gsa.gov/portal/content/103191

General Terms and Condi�ons Page 14 of 16

42.39. Execu�ve Order 14005, “Ensuring the Future Is Made in All of America by All of America’s Workers”

42.40. Motor Vehicle Safety – Highway Safety Act of 1966, as amended (23 U.S.C.§§ 402 & 403); Government Organiza�on and Employees Act, as amended (5 U.S.C. § 7902 (c)); Occupa�onal Safety and Health Act of 1970, as amended (29 U.S.C. § 668); Federal Property and Administra�ve Services Act of 1949, as amended (40 U.S.C. §§ 101, et seq.); Increasing Seat Belt Use in the United States (Execu�ve Order 13043); Federal Leadership on Reducing Text Messaging While Driving (Execu�ve Order 13513)

42.41. Agriculture, Rural Development, Food and Drug Administra�on, and Related Agencies Appropria�ons Act, 2012, Public Law 112-55, Division A, Title VII, Sec�ons 738 and 739 regarding corporate felony convic�ons and corporate Federal tax delinquencies.

42.42. 2 CFR Part 200 Appendix XII - "Award Term and Condi�on for Recipient Integrity and Performance Maters" pursuant to which the award term set forth in 2 CFR Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

42.43. Safeguarding Personally Iden�fiable Informa�on/Privacy Act: The Contractor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. § 552a, and implemen�ng regula�ons and policies, with respect to systems of records determined to be subject to the Privacy Act.

42.44. Freedom of Informa�on Act (FOIA). Public access to Federal Financial Assistance records shall not be limited, except when such records must be kept confiden�al and would have been excepted from disclosure pursuant to the “Freedom of Informa�on” regula�on (5 U.S.C. § 552).

42.45. WSDA FA Instruc�on and USDA Instruc�on specific to this Contract.

43. RIGHT OF INSPECTION. The Contractor will provide right of access to its facili�es to WSDA FA, 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 �mes, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract.

44. SAVINGS. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way a�er the effec�ve date of this Contract and prior to normal comple�on, WSDA FA may terminate the Contract under the "Termina�on for Convenience" clause, without the ten (10) business day no�ce requirement. In lieu of termina�on, the Contract may be amended to reflect the new funding limita�ons and condi�ons.

45. SEVERABILITY. The provisions of this Contract are severable. If any provision is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of the Contract.

46. SITE SECURITY. While on the WSDA FA premises, the Contractor, its agents, employees, or Subcontractors, must conform in all respects with physical, fire or other security policies or regula�ons.

47. CONTRACT MANAGEMENT. The WSDA FA representa�ve iden�fied on the Contract Face Sheet shall be the contact for all communica�ons about this Contract. The Contractor's representa�ve iden�fied on the Contract Face Sheet shall be the contact for all communica�ons about this Contract.