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HomeMy WebLinkAboutCSS 2025-02-10 Item 1B - Grant Agreement / Contracts - Green Tukwila Restoration and Education ProjectThomas McLeod, Mayor Parks & Recreation Department -fete Moyer, Director INFORU��o���U���Uo���U U��U�d�������U� MATIONAL nwu�~o�x�*u��-^u�����"mu TO: Community Services & Safety Committee FROM: David Rosen, Parks & Recreation Fiscal Analyst DATE: January 27'2025 SUBJECT: Grant Agreement & Contracts for Services Approval: 2024 WA Department of Natural Resources Community Forestry Assistance Grant ISSUE The Tukwila Parks & Recreation Department has been awarded a $312,000 no -match grant through the Washington State Department of Natural Resources (DNR) 2024 Community Forestry Assistance Grant for the Green Tukwila Restoration and Education Project. Auueptonueofthiagnantandappnuva| of three (3) contracts to be awarded using its funds requires council approval before they may be executed bythe Mayor. BACKGROUND The 2024 Community Forestry Assistance Grant In late 2023, the Tukwila Parks and Recreation Department was made aware of the DNR'erelease of its latest funding opportunity for their Community Forestry Assistance C3nanta, which provided with the purpose of "Support[ing] local jurisdictions in implementing improvements to urban tree health, enhanced protections for urban trees, increases in canopy cover, and equitable delivery of tree ecosystem services incommunities across Washington State". Tukwila Parks and Recreation Gubnni�editGpn}p0SG|fOrthiSfundingOnJGnu8ry8 .�O24.w8G8vvGrd8�funding0nF8bru8ry�O . 2024,and has since been innegotiations with C]NRconcerning contracting terms. Additionally, there were delays in these negotiations due to the volume of contracts and funding DNR had to 0pen8U0n8|iz8via this funding round. Why This Work is Necessary AS G part of this grant re|88S8. ONFl nS|e@Sed the Urban & Community Forestry Prioritization TO0|, which ranked all 1.447 measured census tracts inthe state in areas such 8Scanopy cover, impervious cover, and salmon buffer. The four parks that would receive work via this project prOpOS8|'RiV8rtOD' l[Ukmi|8, []UVV80iSh Hill Preserve, and Crystal Gp[iOgS. are |OC8t8d within Census Tracts 53033O2720O' 53033020200. 53033026300. and 53033028200. which are ranked {th. 9th. 10th, and 107 m bvthis tool, with all tracts r8D8iViDQ 8 1Oout Of1U EDVinODDl8Ot8| Health Disparity score via the Washington GL@tH Department OfHealth Environmental Health Disparities Map. Furthermore, all Ofthese parks had areas identified by the Green Tukwila 20-Year Stewardship Plan (Adopted in March 2017 via Resolution 19O0\oshaving 8tleast medium levels ofinvasive species cover endangering current habitat composition. Environmentally, this grant will address some areas within Tukwila that have some of the greatest demonstrated need for forestry restoration and maintenance. Lastly, Tukwila'Seconomic characteristics demonstrate 8clear need for job development opportunities and training, evidenced bv3O%OfTukwila households reporting income equal tOO[lower than 20U%Of Federal Poverty Level (7thworst of81areas measured bvthe King County City Health Profile Report). Economically, this grant will provide opportunities for youth, immigrants, adults, and refugees across Tukwila and the entire South King County region. Tukwila City Hall "6200 Southcenter Boulevard" Tukwila, WA 98188"206-433-1800°Website: TukwilaWA.gov 31 Community Services & Safety Committee January 27, 2025 Page 2 DISCUSSION The grant funding will be used for the Green Tukwila Restoration and Education Project, which will provide approximately 5,150 hours of restoration work across four City of Tukwila park sites, train over 100 adults and 100 youth in restoration jobs, and provide those community members wages and/or stipends of over $100,000 in across the grant's period of performance. The Green Tukwila Restoration and Education Project will be delivered via four programs: 1. Youth Green Training Program at Tukwila Park ($76,100) This program will be provided in coordination with Partner in Employment (PIE), a 501(c)3 non- profit organization with the mission of guaranteeing long-term economic stability for refugees and immigrants in King County. PIE accomplished this by servicing thousands of individuals and households with employment assistance, homelessness prevention, social services, ESL classes, and youth services. PIE has been working with the City of Tukwila in its parks since 2019 as a part of their Environmental Restoration and Refugee Youth Mentoring Programs. Tukwila Parks and Recreation is proud to employ an alumnus of PIE's 2021 Youth Restoration Training cohort amongst its parks maintenance team. This program will provide youth approximately 2,000 paid hours for green jobs as they provide trained restoration work at Tukwila Park with about 57% of the program's budget providing the wages for these youth. The remaining program budget is committed for supplies, PIE programming managers and crew leads, and necessary equipment. 2. Professional Restoration Work at Riverton Park ($90,100) This program will be provided in coordination with EarthCorps, a 501(c)3 non-profit organization whose mission is to cultivate leaders and community partnerships in the advancement of environmental justice. EarthCorps Strategic Plan aims to accomplish this through, among other initiatives, in -the -field environmental restoration, creation of multi -year community -led partnerships and volunteer programs, and training future environmental leaders. This program will allow EarthCorps to continue their already successful restoration efforts at Riverton Park through at least June of 2027, providing approximately 20,000 square feet (-0.46 acres) of invasive species removal onsite, planting of 2,300 native plants, and continued maintenance of the restoration sites. This work will be accomplished utilizing EarthCorps skilled professional crews providing a planned 26 days of work in the park. 3. Green Jobs Training Program at Crystal Springs Park ($100,050) This program will be provided in coordination with DirtCorps, an LLC with a mission of creating access to green careers for all who aims to accomplish this by providing on-the-job training for adult workers in rain garden and cistern design/build, operations and maintenance, vegetation management, and ecological restoration. Dirt Corps has been working in Crystal Springs Park and in other capacities within Tukwila since 2016. The Green Jobs Training Program would pay local community members to provide tree canopy enhancement and reforestation efforts at Tukwila Park with the goal of removing invasive plants on site and replacing them with approximately 70 trees and 200 native shrubs and undercovers. 4. Foster High School Internship at Duwamish Hill Preserve ($45,750) In coordination with Foster High School staff, this program will provide approximately 25 students per year (75 in total across the grant's lifetime) with a paid opportunity to participate in a restoration education and work skills program, providing them with on-the-job training, employment skills, and personal development opportunities as they complete restoration work at the Duwamish Hill Preserve. Over 90% of this program's budget will pay for these student interns with the remaining budget providing supplies necessary for program execution. Throughout this program's operation, Phone: 206-433-1 00 • Email: ayor@Tukwil A.gov • Website: TukwilaWA.gov 32 Community Services & Safety Committee January 27, 2025 Page 3 the Tukwila Parks and Recreation Department will also be working with the Tukwila Children's Foundation, who will provide necessary program logistics to support payment of the student interns. This program's budget and contracted services are small enough that any resultant contracts will not require council approval. Grant Budget Summary The table below provides a general budget summary for Green Tukwila Restoration and Education Project: Program Community Wages ($) Trees & Plants ($) Contracted Services ($) Total ($) Youth Green Training Program 43,850 5,000 27,250 76,100 Professional Restoration Work 0 17,575 72,525 90,100 Green Jobs Training Program 20,160 13,150 66,40 100,050 Foster High School Internship 42,000 0 3,750 45,750 I 1a6,01a 35,725 17a,26S 312,000 A Note on Federal Spending At time of this memo's writing (January 27th - 30th), city staff have been made aware of Memo M-25-13 and M-25-14 issued by the federal government's Office of Management and Budget seemingly putting a temporary pause/"freeze" on "all activities related to obligation or disbursement of all Federal financial assistance..." and seemingly rescinding the memo enacting said pause/"freeze". City staff note that the funding source for DNR to provide this grant opportunity is federal in nature and have inquired with DNR as to the potential for funding be frozen for this grant. The current understanding is that the monies used for this grant have already been obligated by the federal government and thus, according to precedent, are safe to utilize. However, the final impact of Memos M-25-13 and M-25-14 on this grant are unknown and may remain unknown pending potential injunction and/or litigation. City staff will continue to monitor these potential impacts as they unfold. FINANCIAL IMPACT This is a reimbursement grant, wherein the City of Tukwila will receive reimbursement from DNR during/after the completion of the proposed scope of work. Therefore, execution of both the proposed grant and contract services agreements will not create any net general fund inflows or outflows. The Tukwila Parks & Recreation Department will propose end -of -year budget amendments for Fiscal Years 2025 - 2027 to capture the transactions resulting from this grant agreement. RECOMMENDATION City staff recommend the Community Services and Safety Committee forward both the grant agreement and the proposed contracts for services to the February 24th Special Meeting Consent Agenda for final approval. ATTACHMENTS A --- Proposed Community Forestry Assistance Grant Agreement Template B --- Proposed Community Forestry Assistance Grant Work Plan C --- Proposed Contract for Services & Exhibit: EarthCorps D --- Proposed Contract for Services & Exhibit: Partner in Employment E --- Proposed Contract for Services & Exhibit: DirtCorps Phone: 206-433-1800 • Email: ayor Tukwila4NA.gov • Website: TukwilaWA.gov 33 34 Attachment A WASHINGTON STATE DEPARTMENT OF MITURAL RESOURCES SUBAWARD AGREEMENT This is a subaward of federal funds. Subrecipients are subject to the OMB guidance in subparts A through F of 2 CFR Part 200, as adopted and supplemented by the USDA in 2 CFR Part 400. The Washington State Department of Natural Resources (Agency/DNR) is the pass -through entity. This subaward is not being made for the purposes of Research and Development (R&D). DNR FUNDING INFORMATION Program Index: 244 Project Code: GSA Competitive Grant 0 No 0 Yes Request for Application (RFA) #: DNR 24-16 SUBRECIPIENT INFORMATION Phone: Email: WA State UBI Number Statewide Vendor Number Taxpayer Identification Number/FEIN Unique Entity Identifier Total amount of federal funds obligated to the subrecipient by DNR SUBAWARD INFORMATION Subaward Number Amount obligated this agreement Period of Performance Match Required Z No LJYes Indirect Rate N/A FEDERAL AWARD INFORMATION Assistance Listing 10.727 Federal Awarding Agency USDA, Forest Service Federal Award Identification Number 23-DG-11062765-080 Federal Award Name Washington Urban and Community Forestry Inflation Reduction Law State Funding Federal award project description The purpose of this subaward is to SUBAWARD AGREEMENT NO. Agreement number Page 1 of 48 Form update date: 2024.04.10 35 This Subaward Agreement is made and entered into by and between the State of Washington, Department of Natural Resources, hereinafter referred to as "DNR", and, , hereinafter referred to as "SUBRECIPIENT". 1. PURPOSE The intent of the program is to assist communities in developing urban forest planning, programming tools, and activities that may not otherwise receive local funding. Projects are to improve management, care, and public engagement with trees growing in parks, natural areas, and along public rights -of -way. These projects address social and environmental disparities in Washington communities by investing in community -identified urban forestry needs advancing environmental, social, or public health outcomes. The purpose of this subaward is to 2. SCOPE OF WORK A. Exhibit A, attached hereto and incorporated by reference, contains the General Terms and Conditions governing work to be perfot teed under this subaward, the nature of the working relationship between DNR and SUBRECIPIENT, and specific obligations of both parties. B. Exhibit B, attached hereto and incorporated by reference, contains the Federal Subaward Terms and Conditions governing work to be performed under this subaward, and specific subrecipient obligations. C. The scope of work/deliverables for this agreement will be produced by SUBRRECIPIENT using the Project Work Plan and Budget Template, attached hereto as Exhibit C and incorporated by reference. The Project Work Plan and Budget shall be agreed by the Parties prior to the start of any work, as reflected by the signatures of their respective Project Managers. SUBRECIPIENT will provide services and staff, and otherwise do all things necessary for or incidental to the perfoi iiiance of work. The Project Work Plan and Budget may be amended, as necessary and agreed by the Parties, to account for changes in project details and/or budget using an amended Project Work Plan and Budget. Projects must be located on public property or be open to public access. Subaward funds may not be used to meet ordinary maintenance and operating expenses. D. SUBRECIPIENT shall include as deliverables the following written reports: • Interim Reports (approximately every 180 days from the project start date) • Final Report (at the end of the project) Report templates will be provided by the DNR Project Manager. E. With the Final Report, SUBRRECIPIENT will provide as a deliverable a 400 to 500-word article telling the story of the project, including references to DNR, local project partners, location, purpose, and outcomes, as well as two high quality images. This requirement maybe substituted with approval of the DNR Project Manager. SUBAWARD AGREEMENT NO. Agreement n 36 sum Page 2 of 48 Form update date: 2024.04.10 3. PERIOD OF PERFORMANCE The period of performance under this subaward will be from the date of execution through May 31, 2028, unless tetiuinated sooner as provided herein. 4. AWARD The total award payable to SUBRECIPIENT for satisfactory perfoi lance of the work under this subaward shall not exceed Dollars ($). SUBRECIPIENT's compensation shall be based on the details set out in the Project Work Plan and Budget. Expenses SUBRECIPIENT shall receive reimbursement for travel and other expenses as identified below or as authorized in advance by DNR as reimbursable. The maximum amount to be paid to the SUBRECIPIENT for authorized expenses shall not exceed Dollars ($), which amount is included in the subaward total above. Such expenses may include airfare (economy or coach class only), other transportation expenses, and lodging and subsistence necessary during periods of required travel. SUBRECIPIENT shall receive compensation for travel expenses at current state travel reimbursement rates. Expenses related to travel will be reimburses as follows: • Meals = @ per diem, broken down per meal (do not provide receipt, meals will be paid at the current state per diem rate, not actual costs) • Car Rental = @ actual (attach receipt) • Gas for Car Rental = @ actual (attach receipt) • Hotel = @ actual but no more than @-state allowed lodging rates (attach receipt) • Personal vehicle mileage = @ state allowed mileage rate (no receipt needed) Unallowable Costs Payments made for costs deteuuined to be unallowable by either the federal agency, or DNR, either as direct or indirect costs, must be refunded (including interest) to the federal government in accordance with instructions from the federal agency that determined the costs are unallowable unless federal statute or regulation directs otherwise. Treatment of Subrecipient Assets, Equipment SUBRECIPIENT shall comply with the Exhibit A, 46. TREATMENT OF ASSETS, as well as the following: 1. SUBRECIPIENT shall obtain prior written approval by DNR when purchasing property if the cost is to be reimbursed as a direct item of cost under this subaward. This approval may be accomplished by inclusion in the agreed Project Work Plan and Budget. 2. Disposition of Assets shall be treated in accordance with the requirement of 2 CFR 200. Federal funding under this award is not available for reimbursement of SUBRECIPIENT's purchase of equipment. SUBAWARD AGREEMENT NO. Agreement nu Page 3 of 48 Form update date: 2024.04.10 37 5. AUDIT REQUIREMENT A SUBRECIPIENT with a total of $1,000,000 or more in federal expenditures during its fiscal year (either received directly from the federal government, indirectly from a pass -through entity, or a combination of both) must have a federal single audit conducted for that year in compliance with 2 CFR 200 Subpart F (as updated). SUBRECIPIENT must provide a copy of the final audit report to DNR within nine (9) months of the end of its fiscal year, unless a longer period is agreed to in advance by the Federal agency identified in this section. A SUBRECIPIENT that expends less than $1,000,000 during its fiscal year in federal awards is exempt from federal audit requirements for that year, except as noted in 2 CFR 200.503, but records must be available for review or audit by appropriate officials of the federal agency, DNR, and Government Accountability Office (GAO). DNR may suspend all reimbursements if SUBRECIPIENT fails to timely provide a single Federal audit; further DNR reserves the right to suspend any and all Agreement(s) with SUBRECIPIENT if such noncompliance is not promptly cured. 6. FUNDING ACKNOWLEDGEMENT SUBRECIPIENT shall acknowledge DNR and USDA Forest Service support in any publications, audiovisuals, electronic media, printed materials, signs, and other products developed as a result of this subaward. Materials must be reviewed by DNR prior to publishing; follow direction in USDA Supplemental 2 CFR 415.2. All projects must include an acknowledgement of funding sources, and may be recognized as follows: -Funding for this project provided by the Inflation Reduction Act and the USDA Forest Service, Urban and Community Forestry Program in partnership with State of Washington Department of Natural Resources, Urban and Community Forestry Program." SUBRECIPIENT must include the federal nondiscrimination statement in materials and products developed. See Exhibit B — Federal Subaward Tei ins and Conditions. Appropriate agency logos may be used in addition to the above statement and will be supplied to the SUBRECIPIENT. Use of DNR logos must be reviewed and approved by the funding agencies prior to publishing. 7. BILLING PROCEDURES Each invoice submitted by SUBRECIPIENT to DNR shall include the info' 'nation needed by DNR to detei mine the exact nature of all expenditures. Each invoice for this agreement will be produced by SUBRECIPIENT using the Invoice Template, attached hereto as Exhibit D and incorporated by reference, and be submitted electronically to the following website: https://app.smartsheet.com. SUBRECIPIENT's internal invoice fonnat may be attached as backup documentation; however, DNR will only consider invoices which utilize Exhibit D — Invoice Template. Invoice frequency: No more often than quarterly. DNR will pay SUBRECIPIENT upon satisfactory acceptance of fully completed activities, tasks, and/or deliverables clearly identified in its Project Work Plan and Budget and approved by the DNR SUBAWARD AGREEMENT NO. Agreement number Page 4 of 48 Form update date: 2024.04.10 38 Project Manager. Invoices and the required supporting documentation must be submitted as one PDF document. DNR reserves the right to request backup documentation (e.g. invoices, receipts, payroll documents, subcontracts) for any and all expenses included in an invoice submitted for payment. No payments in advance or in anticipation of services or goods to be provided under this subaward shall be made by DNR. Payment shall be considered timely if made by DNR within 30 calendar days after receipt of properly completed invoices. Fiscal Year Closures Under fiscal year closing procedures, SUBRECIPIENT must submit all invoices and/or billings for services or material supplied under this Agreement through June 30, to DNR no later than July 10 of a given year. DNR may, in its sole discretion, terminate the subaward or withhold payments claimed by SUBRECIPIENT for services rendered if SUBRECIPIENT fails to satisfactorily comply with any terra or condition of this subaward. Final payment will be withheld until satisfactory acceptance of the Final Report. 8. SUBRECIPIENT MONITORING SUBRECIPIENT is a non -Federal entity receiving a subaward from a pass -through entity to carry out part of a federal award. SUBRECIPIENT performance will be monitored by DNR in compliance with 2 CFR 200.332. SUBRECIPIENT will complete the following form(s): Financial Health Review (Exhibit E). SUBRECIPIENT will participate in monitoring activities, which may include trainings, regular meetings, and in -person and/or virtual reviews of SUBRECIPIENT program operations. The results of SUBRECIPIENT monitoring may impact this subaward and may be considered in future applications for future DNR awards. 9. GRANT MANAGEMENT The Project Manager for each of the parties shall be the contact person for all communications and billings regarding the perfouuance of this subaward. SUBRECIPIENT Information Subaward Manage SUBAWARD AGREEMENT NO. Ag . ern uber Page 5 of 48 Form update date: 2024.04.10 39 Phone: Email address: Department of Natural Resources 1111 Washington Street SE Olympia, WA 98504-7013 Phone: Email address: SUBRECIPIENT Project Manager Information AGENCY Project Manager Information Phone: Email address: Department of Natural Resources 111.1 Washington Street SE Olympia, WA 98504-7013 Phone: Email address: 10. INSURANCE Before using any of said rights granted herein and at its own expense, SUBRECIPIENT shall purchase and maintain, or require its agent(s)/subcontractor to purchase and maintain, the insurance described below for the entire duration of this agreement. Failure to purchase and maintain the required insurance may result in the teuiiination of the agreement at DNR's option. All insurance provided in compliance with this agreement shall be primary as to any other insurance or self-insurance programs afforded to, or maintained by, the State of Washington, Department of Natural Resources. SUBRECIPIENT shall provide DNR with certificates of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements specified in this agreement before using any of said rights granted herein. The description section of the certificate shall contain the Grant Agreement Number and the name of the DNR Project Manager. SUBRECIPIENT shall also provide renewal certificates as appropriate during the tei in of this agreement. SUBRECIPIENT shall include all subcontractors and agents as insured under all required insurance policies or shall provide separate certificates of insurance for each subcontractor or agent. Failure of SUBRECIPIENT to have its subcontractors and agents comply with the insurance requirements contained herein does not limit SUBRECIPIENT's liability or responsibility. Insurance Types & Limits: The limits of insurance, which may be increased by State, as deemed necessary, shall not be less than as follows: Commercial General Liability (CGL) Insurance: SUBRECIPIENT shall purchase and maintain commercial general liability insurance with a limit of not less than $1,000,000 per each occurrence. If such CGL insurance contains aggregate limits, the general aggregate limits shall be at least twice the "each occurrence" limit, and the products -completed operations aggregate limit shall be at least twice the "each occurrence" limit. All insurance must cover liability arising out of premises, operations, independent SUBRECIPIENTs, products completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of SUBAWARD AGREEMENT NO. Agreement nu ter Page 6 of 48 Form update date: 2024.04.10 40 another party assumed in a business contract) and contain separation of insured (cross -liability) condition. Employer's Liability ("Stop Gap") Insurance: SUBRECIPIENT shall purchase and maintain employer's liability insurance and if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. Business Auto Policy (BAP) Insurance: SUBRECIPIENT shall purchase and maintain business auto insurance and if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 per accident, with such insurance covering liability arising out of "Any Auto". The policy shall be endorsed to provide contractual liability coverage and cover a "covered pollution cost or expense." SUBRECIPIENT waives all rights of subrogation against State for the recovery of damages to the extent they are covered by business auto liability or commercial umbrella liability insurance. Industrial Insurance (Workers Compensation): SUBRECIPIENT shall comply with or provide Federal Workers Compensation insurance or coverage under Title 51 RCW by maintaining workers compensation insurance for its employees. SUB RECIPIENT waives all rights of subrogation against State for recovery of damages to the extent they are covered by Industrial Insurance, employer's liability, general liability, excess, or umbrella insurance. SUBRECIPIENT waives its Title 51 RCW immunity to the extent it is required by its indemnity obligation under this agreement. Additional Provisions: Additional Insured: The State of Washington, Department of Natural Resources, its officials, agents, and employees shall be named as additional insured by endorsement on all general liability, excess, and umbrella insurance policies. Cancellation: DNR shall be provided written notice before cancellation or non -renewal of any insurance referred to therein, in accord with the following specifications. 1. Insurers subject to Chapter 48.18 RCW (Admitted and Regulated by the Insurance Commissioner): The insurer shall give the State 45 days advance notice of cancellation or nonrenewal. If cancellation is due to non-payment of premium, the State shall be given 10 days advance notice of cancellation. 2. Insurers subject to Chapter 48.15 RCW (Surplus Lines): The State shall be given 20 days advance notice of cancellation. If cancellation is due to non-payment of premium, the State shall be given 10 days advance notice of cancellation. Insurance Carrier Rating: All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII, or better. Any exception must be reviewed and approved by the DNR Risk Manager or the DNR Contracts Manager, in the Risk Manager's absence. If an insurer is not admitted to do business in the State of Washington, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284- 15 WAC. SUBAWARD AGREEMENT NO. t gree "C e bo Page 7 of 48 Form update date: 2024.04.10 41 Self -Insurance: If SUBRECIPIENT is self -insured, evidence of its status as a self -insured entity shall be provided to State. The evidence should demonstrate that SUBRECIPIENT's self-insurance meets all of the required insurance coverage of this agreement to the satisfaction of State including the description of the funding mechanism and its financial condition. If the funding mechanism or financial condition of the self-insurance program of SUBRECIPIENT is inadequate, then State may require the purchase of additional commercial insurance to comply with this agreement. Waiver: SUBRECIPIENT waives all rights of subrogation against State for recovery of damages to the extent these damages are covered by general liability, excess, or umbrella insurance maintained pursuant to this agreement. 11. DEBARMENT OF SUBRECIPIENTS SUBRECIPIENT shall assure that, its officers, agents, subcontractors, and consultants shall not fund, contract with, or engage the services of any consultant, subcontractor, supplier, orother party who is debarred, suspended, or otherwise ineligible to receive funds. SUBRECIPIENT certifies that SUBRECIPIENT is not presently debarred, suspended, proposed for debauiient, declared ineligible, or voluntarily excluded from participating in the Agreement by any federal department or agency. SUBRECIPIENT shall complete Exhibit F - Certification Regarding Debauiient, Suspension, Ineligibility, and Voluntary Exclusion foi 111 before execution of this subaward. 12. ASSURANCES AGENCY and SUBRECIPIENT agree that all activity pursuant to this subaward will be in accordance with all the applicable current federal, state, and local laws, rules, and regulations. 13. ORDER OF PRECEDENCE Each of the exhibits listed below is by this reference hereby incorporated into this subaward. In the event of an inconsistency in this subaward, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable federal statutes and regulations. 2. Terms and conditions of a grant awarded to the state from the federal government, attached as Exhibit B 3. Washington State statutes and regulations. 4. Special WI ins and conditions as contained in this basic contract instrument. 5. Exhibit A — WA State Department of Natural Resources General Teuiis and Conditions. 6. Any other provision, temimi or material incorporated herein by reference or otherwise incorporated. 14. STATE SUBCONTRACTS Subcontractor means not in the employment of the State of Washington, who is perfoi ling all, or part of the activities related to this agreement under a separate contract with SUBRECIPIENT responsible for the scope of work as identified within. If utilizing subcontractors to perfoi the SUBAWARD AGREEMENT NO. kgree 42 ber Page 8 of 48 Form update date: 2024.04.10 scope of work, SUBRECIPIENT is required to obtain subcontractors in compliance with RCW 39.26. 15. SUBCONTRACTOR PAYMENTS REPORTING REQUIREMENTS This contract is subject to compliance tracking using the State's business diversity management system, Access Equity (B2Gnow). Access Equity is web -based and can be accessed at the Office of Minority and Women's Business Enterprises at https://omwbe.diversitycompliance.com/. SUBRECIPIENT and all subcontractors shall report and confirm receipt of payments made to SUBRECIPIENT and each subcontractor through Access Equity. User guides and documentation related to SUBRECIPIENT and subcontractor access to, and use of Access Equity are available online at https://omwbe.wa.gov/access-equity-help-center. DNR reserves the right to withhold payments from SUBRECIPIENT for non-compliance with this section. For purposes of this section, subcontractor means any subcontractor working on the contract, at any tier and regardless of status as certified WMBE or Non-WMBE. SUBRECIPIENT shall: 1. Register and enter all required subcontractor info'tnation into Access Equity no later than fifteen (15) days after DNR creates the Contract Record. 2. Complete the required user training (two (2) one -hour online sessions) no later than twenty (20) days after DNR creates the Contract Record. 3. Report the amount and date of all payments (i) received from the DNR, and (ii) paid to Subcontractors, no later than a date mutually agreed to by the parties, issuance of each payment made by DNR to SUBRECIPIENT, unless otherwise specified in writing by DNR, except that SUBRECIPIENT shall mark as "Final" and report the final subcontractor payments) into Access Equity no later than thirty (30) days after the final payment is due the subcontractor(s) under the contract, with all payment information entered no later than sixty (60) days after end of fiscal year. 4. Monitor contract payments and respond promptly to any requests or instructions from DNR or system -generated messages to check or provide infot tnation in Access Equity. 5. Coordinate with subcontractors, or DNR when necessary, to resolve promptly any discrepancies between reported and received payments. 6. Require each subcontractor to: (i) register in Access Equity and complete the required user training; (ii) verify the amount and date of receipt of each payment from SUBRECIPIENT or a higher tier subcontractor, if applicable, through Access Equity; (iii) report payments made to any lower tier subcontractors, if any, in the same manner as specified herein; (iv) respond promptly to any requests or instructions from SUBRECIPIENT or system - generated messages to check or provide inforrrration in Access Equity; and (v) coordinate SUBRECIPIENT, or DNR when necessary, to resolve promptly any discrepancies between reported and received payments. SUBRECIPIENT is obligated to complete the vendor registration in Access Equity. Access Equity is a secure online vendor management system (B2GNow). Confidential infotirration (Tax ID, etc.) will not be published. SUBRECIPIENTS that have previously registered with B2Gnow for any public entity, must verify the system has updated info''nnation. SUBRECIPIENTS can access the SUBAWARD AGREEMENT NO. Ageµ¢ ray` Page 9 of 48 Form update date: 2024.04.10 43 system at https://omwbe.diversitycompliance.com/ or through a direct link on the Office of Minority and Women's Business Enterprises (OMWBE) website at: https://omwbe.wa.g v/. Each month during the subaward, SUBRECIPIENT will report payments to ALL subcontractors through the Access Equity system. This monthly reporting information includes total payment in dollars made to the subcontractor, payment dates, and any additional information required to verify payment to subcontractors. SUBRECIPIENT will enter this payment information into the Access Equity system, and the subcontractors will verify this payment information in the system. Online training is available through the Access Equity/B2Gnow system. This requirement applies to both SU B.RECIPIENTS and subcontractors. In the Access Equity system, PRIME CONTRACTOR is defined as a SUBRECIPIENT that signs a contract with DNR, but also subcontracts a portion of the work to other businesses and manages the perfoumiance of subcontracted work. 16. SUBCONTRACTOR INCLUSION PLAN Any SUBRECIPIENT entering into a contract shall ensure that all subcontractors complete a Subcontractor Inclusion Plan (see Exhibit G). The State of Washington works towards providing the maximum practicable opportunity for small and diverse businesses in the perfolmuance of all State contracts. SUBRECIPIENT shall use genuine efforts to utilize race- or gender -neutral means to allow opportunities for small and diverse businesses to participate in subcontracts, where participation opportunities are present. SUBRECIPIENT shall make genuine efforts to ensure all available business enterprises, including small and diverse businesses, have equal opportunity for participation which might be presented under this Agreement. Examples of genuine efforts include, but are not limited to, the following: 1. Submit inclusion plans with genuine efforts to meet the aspirational goals on the project; 2. Engaging in targeted outreach; 3. Providing training; and 4. Using the OMWBE & DBA certified business directories to locate certified minority, women- and veteran -owned businesses, and WEBS to search for qualified small business. SUBRECIPIENT shall include a similar provision in all subcontracts awarded for work to be perfotiiied under the contract with the State. 17. ENTIRE AGREEMENT This subaward, including referenced exhibits, represents all the teunls and conditions agreed upon by the parties. No other statements or representations, written or oral, shall be deemed a part hereof. 18. CONFORMANCE If any provision of this subaward violates any statute or rule of law of the State of Washington, it is considered modified to confoiin to that statute or rule of law. 19. APPROVAL SUBAWARD AGREEMENT NO. 44 eJsµc rn er Page 10 of 48 Form update date: 2024.04.10 By signature below, the Parties certify that the individuals listed in this document, as representatives of the Parties, are authorized to act in their respective areas for matters related to this instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement. SUBRECEPIENT NAME Signature STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Date Signature Date Name Name Title Title Address Address Telephone Telephone SUBAWARD AGREEMENT NO. Ag . ern ber Page 11 of 48 Form update date: 2024.04.10 45 EXHIBIT A WA STATE DEPARTMENT OF NATURAL RESOURCES GENERAL TERMS AND CONDITIONS 1. ACCESS TO DATA The Subrecipient shall provide access to data generated under this subaward to the Agency, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all info' niation that supports the findings, conclusions, and recommendations of the Subrecipient's reports, including computer models and methodology for those models. 2. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this subaward shall be made by the Agency. 3. AMENDMENTS This subaward may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The Subrecipient must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 5. ANTITRUST The Subrecipient hereby assigns to Agency any and all of its claims for price fixing or overcharges, which arise under federal or state law relating to the goods, products, or services purchased under this subaward. 6. ASSIGNMENT Neither this subaward, nor any claim arising under this subaward, shall be transferred or assigned by the Subrecipient without prior written consent of the Agency. Subrecipient may not assign its rights under this Subaward without Department of Natural Resources (DNR) prior written consent and DNR may consider any attempted assignment without such consent to be void; Provided, however, that, if Subrecipient provides written notice to DNR within thirty (30) calendar days, Subrecipient may assign its rights under this Subaward in full to any parent, subsidiary, or affiliate of the Subrecipient that controls or is controlled by or under common control with the Subrecipient, is merged or consolidated with the Subrecipient, or purchases a majority or controlling interest in the ownership or assets of the Subrecipient. Unless SUBAWARD AGREEMENT NO. 46 Page 12 of 48 Form update date: 2024.04.10 otherwise agreed, the Subrecipient guarantees prompt perfoi mance of all obligations under this Subaward notwithstanding any prior assignment of its rights. 7. ATTORNEYS' FEES In the event of litigation or other action brought to enforce subaward tetiiis, each party agrees to bear its own attorney fees and costs. 8. COMPLIANCE WITH APPLICABLE LAW At all times during the term of the subaward, the Subrecipient shall comply with all applicable laws. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The Subrecipient shall not use or disclose any info' uation concerning the Agency, or information that may be classified as confidential, for any purpose not directly connected with the administration of this subaward, except with prior written consent of the Agency, or as may be required by law. 10. CONFLICT OF INTEREST Notwithstanding any deteiiuination by the Executive Ethics Board or other tribunal, the Agency may, in its sole discretion, by written notice to the Subrecipient teltuinate this subaward if it is found after due notice and examination by the Agent that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the Subrecipient in the procurement of, or performance under this subaward. In the event this subaward is teurrinated as provided above, the Agency shall be entitled to pursue the same remedies against the Subrecipient as it could pursue in the event of a breach of the subaward by the Subrecipient. The rights and remedies of the Agency provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any deterrrrination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this subaward. 11. COPYRIGHT PROVISIONS Unless otherwise provided, all materials produced under this subaward shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by the Agency. The Agency shall be considered the author of such materials. In the event the materials are not considered "works for hire" under the U.S. Copyright laws, Subrecipient hereby irrevocably assigns all right, title, and interest in materials, including all intellectual property rights, to the Agency effective from the moment of creation of such materials. Materials means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights. For materials that are delivered under the subaward, but that incorporate pre-existing materials not produced under the subaward, Subrecipient hereby grants to the Agency a nonexclusive, royalty- SUBAWARD AGREEMENT NO. At nurnb Page 13 of 48 Form update date: 2024.04.10 47 free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative works, publicly perfouu, and publicly display. The Subrecipient warrants and represents that Subrecipient has all rights and pei missions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the Agency. The Subrecipient shall exert all reasonable effort to advise the Agency, at the time of delivery of materials furnished under this subaward, of all known or potential invasions of privacy contained therein and of any portion of such document that was not produced in the perfolivance of this subaward. The Agency shall receive prompt written notice of each notice or claim of infringement received by the Subrecipient with respect to any data delivered under this subaward. The Agency shall have the right to modify or remove any restrictive markings placed upon the data by the Subrecipient. 12. COVENANT AGAINST CONTINGENT FEES The Subrecipient warrants that no person or selling Agent has been employed or retained to solicit or secure this subaward upon a subaward or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established Agents maintained by the Subrecipient for securing business. The Agency shall have the right, in the event of breach of this clause by the Subrecipient, to annul this subaward without liability or, in its discretion, to deduct from the subaward price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. 13. DEFAULT Subrecipient shall be in default if it is in material breach of any te,imi or condition of the subaward. The time of default shall begin when the material breach occurs or after any applicable opportunity to cure period lapses, whichever is later. 14. DELIVERY, INSPECTION, REJECTION, CURE: 1. TIME OF THE ESSENCE: Time is of the essence in the perfoiinance of the subaward. 2. SHIPPING & :RISK OF LOSS. All goods subject to the Subaward shall be shipped F.O.B. destination. Risk of loss of the goods shall pass to the Agency at the time the goods are accepted by the Agency. 3. INSPECTION: The Agency's inspection of all goods upon delivery is for the sole purpose of identification. Such inspection shall not be construed as acceptance of the goods. 4. REJECTION: The Agency may reject any nonconfoumiing Deliverables by reasonably notifying the Subrecipient in writing. 5. OPPORTUNITY TO CURE: Subrecipient shall have the right to cure the materiality of any breach prior to the time for performance under the Subaward. This right to cure teuuinates upon the time for perfoi muance. 15. DEFINITIONS Definitions for the purposes of this subaward include: SUBAWARD AGREEMENT NO. sett ent 48 tav Page 14 of 48 Form update date: 2024.04.10 AGENCY — any state office or activity of the executive and judicial branches of state government, including state agencies, departments, offices, divisions, boards, commissions, institutions of higher education as defined in RCW 28B.10.016, and correctional and other types of institutions. AGENT — Personnel authorized to act on behalf of the Agency for matters contained within. BUSINESS DAYS — Monday through Friday, 8AM to 5PM, Pacific Standard Time, or, Pacific Daylight Time, Olympia, Washington, USA. CALENDAR DAY — Midnight to midnight, any day of the week. CFR - Code of Federal Regulations. All references in this subaward to CFR chapters or sections shall include any successor, amended, or replacement regulation. The CFR may be accessed at httns://www.ecfr, ov/ DEBARMENT — An action taken by a federal official to exclude a person or business entity from participating in transactions involving certain federal funds. DNR — Washington State Department of Natural Resources, an Agency of the State of Washington, and any division, section, office, unit or other entity of, or any of the officers or other officials lawfully representing the department. EQUIPMENT — Products or materials having a fair market value of $5,000 or more per unit and a useful life of over one year. GOODS — Products, materials, supplies, or equipment provided by a Subrecipient PURCHASE — The acquisition of goods or services, including the leasing or renting of goods. RCW — Revised Code of Washington. All references in this subaward to RCW chapters or sections shall include any successor, amended, or replacement statute. The RCW can be accessed at hs.le,wa. ov/RCW/. SERVICES — Labor, work, analysis, or similar activities provided by a Subrecipient to accomplish a specific scope of work. SUBAWARD — An agreement between DNR and Subrecipient that includes teliiis and conditions, all appendices, and exhibits, associated Statements of Work (e.g. Subaward), and all amendments awarded. SUBCONTRACTOR — One not in the employment of the Subrecipient, who is perfouuing all or part of the business activities related to this subaward under a separate contract with the Subrecipient. The teiuis "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier. SUBRECIPIENT — A non-federal entity that expends federal awards received from a pass - through entity to carry out a federal program but does not include an individual that is a beneficiary of such a program. A subrecipient may also be a recipient of other federal awards directly from a federal awarding agency. SUBAWARD AGREEMENT NO. Agree b ` Page 15 of 48 Form update date: 2024.04.10 49 Characteristics indicative of a federal award received by a SUBRECIPIENT are when the organization: 1. Deteimuines who is eligible to receive what federal financial assistance; 2. Has its perfoumiance measured against whether the objectives of the federal program are met; 3. Has responsibility for programmatic decision making; 4. Has responsibility for adherence to applicable federal program compliance requirements; 5. Uses the federal funds to carry out a program of the organization as compared to providing goods or services for a program of the pass -through entity; 6. Operates on the basis of allowable costs no payment above cost is allowed; and 7. May be required to match or share costs of the program. USEFUL LIFE - Useful service life as based upon the United States Department of Treasury, Internal Revenue Service, policies on depreciation for tax purposes, unless SUBRECIPIENT or subcontractor documents in writing some different period that the DNR agrees to in writing. VENDOR — Individual, firm, organization, company or other entity offering products and/or services. WORKING DAYS — Midnight to midnight, Monday through Friday, excluding weekends and state legal holidays. 16. DISALLOWED COSTS The Subrecipient is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. 17. DISPUTES Except as otherwise provided in this subaward, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Agent. 1. The request for a dispute hearing must: • Be in writing; • State the disputed issue(s); • State the relative positions of the parties; • State the Subrecipient's name, address, and agreement number; and • Be mailed to the Agent and the other party's (respondent's) subaward manager within three (3) working days after the parties agree that they cannot resolve the dispute. 2. The respondent shall send a written answer to the requester's statement to both the Agent and the requester within five 5 working days. 3. The Agent shall review the written statements and reply in writing to both parties within 10 working days. The Agent may extend this period if necessary by notifying the parties. 4. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this subaward shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution method in addition to the dispute resolution procedure outlined above. SUBAWARD AGREEMENT NO. Agree� 50 Page 16 of 48 Form update date: 2024.04.10 18. DUPLICATE PAYMENT The Agency shall not pay the Subrecipient, if the Subrecipient has charged or will charge the State of Washington or any other party under any other subaward or agreement, for the same goods delivered or services rendered. 19. ENVIRONMENTAL CONSIDERATIONS Environmental considerations do not apply to this subaward. 20. EXECUTIVE ORDER 18-03 — WORKERS' RIGHTS MANDATORY INDIVIDUAL ARBITRATION. If Bidder returned Contractor Certification — Executive Order 18-03 Worker's Rights, and Subrecipient represents and warrants, as previously certified in Subrecipient's bid, quotation and/or proposal submission, that Subrecipient does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Subrecipient further represents and warrants that, during the WI in of this subaward, Subrecipient shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 21. FUNDING SOURCE At all times during the course of this subaward, the Subrecipient must comply with applicable laws, rules, policy and regulations required by the source of funding for the subaward. If this subaward is funded by a grant, the tel and conditions required by the granting entity are attached as Exhibit B. 22. GOVERNING LAW This subaward shall be construed and interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 23. HARASSMENT Per RCW 43.01.135, Sexual harassment in the workplace, Agency contractors hereby have access to DNR Policy PO01-052 Sexual Harassment: https://www.dnr.wa.gov/publications/em_harassment_prevention_policy.pdf. DNR's Policy PO01-051 Safe and Respectful Workplace, linked below, outlines DNR's commitment and the expectations for contractors: www.dnr.wa.gov/publications/emsafe_respectful_workplace_policy.pdf. DNR's Policy PO01-037 Harassment Prevention outlines DNR's commitment and the expectations for contractors: www. dnr.wa.gov/publications/em_harassment prevention policy_037.pdf. 24. INDEMNIFICATION To the fullest extent permitted by law, Subrecipient shall indemnify, defend, and hold hat the State, agencies of State and all officials, Agents and employees of the State, from and against all SUBAWARD AGREEMENT NO. Agreet r b' Page 17 of 48 Form update date: 2024.04.10 51 claims for injuries or death arising out of or resulting from the perfoi mance of the subaward. "Claim," as used in this subaward, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Subrecipient's obligations to indemnify, defend, and hold hauiiless includes any claim by Subrecipients' Agents, employees, representatives, or any Subcontractor or its employees. Subrecipient expressly agrees to indemnify, defend, and hold hat the State for any claim arising out of or incidental to Subrecipient's or any Subcontractor's performance or failure to perfotin the contract. Subrecipient's obligation to indemnify, defend, and hold hauiiless the State shall not be eliminated or reduced by any actual or alleged concurrent negligence of State or its Agents, agencies, employees and officials. Subrecipient waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold hat State and its agencies, officials, Agents or employees. 25. INDEPENDENT CAPACITY OF THE SUBRECIPIENT The parties intend that an independent Subrecipient relationship will be created by this subaward. The Subrecipient and his or her employees or Agents perfot mting under this subaward are not employees or Agents of the Agency. The Subrecipient will not hold himself/herself out as or claim to be an officer or employee of the Agency or of the State of Washington by reason hereof, nor will the Subrecipient make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the Subrecipient. 26. INDUSTRIAL INSURANCE COVERAGE The Subrecipient shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Subrecipient fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, Agency may collect from the Subrecipient the full amount payable to the Industrial Insurance accident fund. The Agency may deduct the amount owed by the Subrecipient to the accident fund from the amount payable to the Subrecipient by the Agency under this subaward 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 Subrecipient. 27. INTERGRATION The subaward contains all the teiinis and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of the subaward shall be deemed to exist or to bind any of the parties hereto. 28. LICENSING, ACCREDITATION AND REGISTRATION The Subrecipient shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards necessary for the perfotmmiance of this subaward. 29. LIMITATION OF AUTHORITY SUBAWARD AGREEMENT NO. Agrc 52 rr number Page 18 of 48 Form update date: 2024.04.10 Only the Agent or Agent's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this subaward. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this subaward is not effective or binding unless made in writing and signed by the Agent. 30. NONDISCRIMINATION During the performance of this subaward, the Subrecipient shall comply with all federal and state nondiscrimination laws, regulations, and policies. 31. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS a. Nondiscrimination Requirement. During the term of this Contract, Subrecipient, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Subrecipient, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Subrecipient, or subcontractor, has a collective bargaining or other agreement. b. Obligation to Cooperate. Subrecipient, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Subrecipient, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). c. Default. Notwithstanding any provision to the contrary, DNR may suspend Subrecipient, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until DNR receives notification that Subrecipient, including any subcontractor, is cooperating with the investigating state agency. In the event Subrecipient, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), DNR may terminate this Contract in whole or in part, and CONTRACTOR, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Subrecipient or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court -ordered injunctive relief or settlement agreement. d. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Subrecipient, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. DNR shall have the right to deduct from any monies due to Subrecipient or subcontractor, or that thereafter become due, an amount for damages Subrecipient or subcontractor will owe DNR for default under this provision. 32. PRIVACY Personal information including, but not limited to, "Protected Health Infouuation," collected, used, or acquired in connection with this subaward shall be protected against unauthorized use, disclosure, modification or loss. Subrecipient shall ensure its directors, officers, employees, SUBAWARD AGREEMENT NO. Agreement ber Page 19 of 48 Form update date: 2024.04.10 53 Subcontractors or Agents use personal infoi'nation solely for the purposes of accomplishing the delivery of goods or rendering of services as set forth herein. Subrecipient and its Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal infoi illation without the express written consent of the Agency or as otherwise required by law. Any breach of this provision may result in teuiiination of the subaward and the demand for return of all personal information. The Subrecipient agrees to indemnify and hold hat the Agency for any damages related to the Subrecipient's unauthorized use of personal infouiiation. 33. PUBLICITY The Subrecipient agrees to submit to the Agency all advertising and publicity matters relating to this subaward wherein the Agency's name is mentioned, or language used from which the connection of the Agency's name may, in the Agency's judgment, be inferred or implied. The Subrecipient agrees not to publish or use such advertising and publicity matters without the prior written consent of the Agency. 34. RECORDS MAINTENANCE The Subrecipient shall maintain books, records, documents, data and other evidence relating to this subaward and perfoi miance of services rendered and/or delivery of goods as described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the perfoi muance of this subaward. Subrecipient shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the subaward, shall be subject at all reasonable times to inspection, review or audit by the Agency, personnel duly authorized by the Agency, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or subaward. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 35. REGISTRATION WITH DEPARTMENT OF REVENUE The Subrecipient shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this subaward. 36. REMEDIES: 1. With respect to any nonconforming Deliverables, the Agency may elect to do one or more of the following: a. SPECIFIC PERFORMANCE: If the Deliverables are unique, sole sourced, or otherwise deemed by the Agency to be unavailable elsewhere, the Agency may demand specific perfoi iiiance. b. COVER: The Agency may obtain substitute Deliverables and charge the Subrecipient the difference between the cost of the substitute Deliverables and the contracted for price. SUBAWARD AGREEMENT NO. Agre 54 b;r Page 20 of 48 Form update date: 2024.04.10 c. PRICE REDUCTION: The Agency may retain nonconfoiining Deliverables and equitably reduce the price of the subaward based on the difference between the contracted for price and the fair market value of the nonconfoumiing Deliverables. d. RETURN: The Agency may return or set aside for pickup by the Subrecipient any nonconforming goods and teiiiiinate the subaward for cause. 2. The Subrecipient shall be liable for all compensatory, incidental and consequential damages caused by any breach of the subaward. At the sole option of the Agency, such damages may be recovered, in whole or in part, by price reduction or credit against any amounts that may be owed to the Subrecipient under the subaward. 3. The agency's total liability for all damages arising out of or related to the subaward shall in no event exceed the purchase price of the subaward. Furtheimmiore, in the event of a teiinination of the subaward, the agency's total liability for all damages arising out of or related to the subaward shall not exceed the purchase price of goods delivered or services rendered prior to the effective date of the tetiuination. 4. The rights and remedies provided by the subaward are cumulative and are not exclusive of any other or additional rights or remedies available at law and in equity. 37. RIGHT OF INSPECTION The Subrecipient shall provide right of access to its facilities to the Agency, or any of its officers, or to any other authorized Agent or official of the State of Washington or the federal government, at all reasonable times, in order to monitor and evaluate perfouuance, compliance, and/or quality assurance under this subaward. 38. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this subaward and prior to noliiial completion, the Agency may teuiiinate the subaward under the "Termination for Convenience" clause, without the ten-day notice requirement, subject to renegotiation at the Agency's discretion under those new funding limitations and conditions. 39. SEVERABILITY The provisions of this subaward are intended to be severable. If any te,iii or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the subaward. 40. SITE SECURITY While on Agency premises, Subrecipient, its Agents, employees, or Subcontractors shall confo,iii in all respects with physical, fire or other security policies or regulations. 41. SUBCONTRACTING Neither the Subrecipient nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this subaward without obtaining prior written approval of the Agency. In no event shall the existence of the subcontract operate to release or reduce the liability of the Subrecipient to the Agency for any breach in the perfoimuance of the Subrecipient's duties. This clause does not include subawards of employment between the Subrecipient and personnel assigned to work under this subaward. SUBAWARD AGREEMENT NO. Agree et. Page 21 of 48 Form update date: 2024.04.10 55 Additionally, the Subrecipient is responsible for ensuring that all teams, conditions, assurances and certifications set forth in this subaward are carried forward to any subcontracts. Subrecipient and its Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal information without the express written consent of the Agency or as provided by law. 42. TAXES All payments accrued because of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Subrecipient or its staff shall be the sole responsibility of the Subrecipient. 43. TERMINATION FOR CAUSE In the event the Agency determines the Subrecipient has failed to comply with the conditions of this subaward in a timely manner, the Agency has the right to suspend or terminate this subaward. Before suspending or teuuinating the subaward, the Agency shall notify the Subrecipient in writing (including email) of the need to take corrective action. If corrective action is not taken within 30 calendar days, the subaward may be terminated or suspended. In the event of teurrination or suspension, the Subrecipient shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original subaward and the replacement or cover subaward and all administrative costs directly related to the replacement subaward, e.g., cost of the competitive bidding, mailing, advertising and staff time. The Agency reserves the right to suspend all or part of the subaward, withhold further payments, or prohibit the Subrecipient from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Subrecipient or a decision by the Agency to terminate the subaward. A termination shall be deemed a "Termination for Convenience" if it is deteuuined that the Subrecipient: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the Agency provided in this subaward are not exclusive and are, in addition to any other rights and remedies, provided by law. 44. TERMINATION FOR CONVENIENCE Except as otherwise provided in this subaward, the Agency may, by 10 calendar days written notice (including email), beginning on the second calendar day after the notice is sent, terminate this subaward, in whole or in part. If this subaward is so terminated, the Agency shall be liable only for payment required under the terrors of this subaward for goods delivered or services rendered prior to the effective date of ter ruination. 45. TERMINATION PROCEDURES Upon ter ruination of this subaward, the Agency, in addition to any other rights provided in this subaward, may require the Subrecipient to deliver to the Agency any property specifically produced or acquired for the performance of such part of this subaward as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. SUBAWARD AGREEMENT NO. Agreernen 56 Ott Page 22 of 48 Form update date: 2024.04.10 The Agency shall pay to the Subrecipient the agreed upon price, if separately stated, for goods or services accepted by the Agency, and the amount agreed upon by the Subrecipient and the Agency for (i) goods delivered or services rendered for which no separate price is stated, (ii) partially completed goods delivered or services rendered, (iii) other goods delivered or services rendered that are accepted by the Agency, and (iv) the protection and preservation of property, unless the teuiiination is for default, in which case the Agent shall determine the extent of the liability of the Agency. Failure to agree with such deteluiination shall be a dispute within the meaning of the "Disputes" clause of this subaward. The Agency may withhold from any amounts due the Subrecipient such sum as the Agent deteiiiiines to be necessary to protect the Agency against potential loss or liability. The rights and remedies of the Agency provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this subaward. After receipt of a notice of teuiiination, and except as otherwise directed by the Agent, the Subrecipient shall: 1. Stop work under the subaward on the date, and to the extent specified, in the notice; 2. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the subaward that is not teuiiinated; 3. Assign to the Agency, in the manner, at the times, and to the extent directed by the Agent, all of the rights, title, and interest of the Subrecipient under the orders and subcontracts so teuiiinated, in which case the Agency has the right, at its discretion, to settle or pay any or all claims arising out of the teIiiiination of such orders and subcontracts; 4. Settle all outstanding liabilities and all claims arising out of such teuuination of orders and subcontracts, with the approval or ratification of the Agent to the extent Agent may require, which approval or ratification shall be final for all the purposes of this clause; 5. Transfer title to the Agency and deliver in the manner, at the times, and to the extent directed by the Agent any property which, if the subaward had been completed, would have been required to be furnished to the Agency; 6. Complete perfoi muance of such part of the work as shall not have been teuiiinated by the Agent; and 7. Take such action as may be necessary, or as the Agent may direct, for the protection and preservation of the property related to this subaward, which is in the possession of the Subrecipient and in which the Agency has or may acquire an interest. 46. TREATMENT OF ASSETS 1. Title to all property furnished by the Agency shall remain in the Agency. Title to all property furnished by the Subrecipient, for the cost of which the Subrecipient is entitled to be reimbursed as a direct item of cost under this subaward, shall pass to and vest in the Agency upon delivery of such property by the Subrecipient. Title to other property, the cost of which is reimbursable to the Subrecipient under this subaward, shall pass to and vest in the Agency upon (i) issuance for use of such property in the perfoi uance of this subaward, or (ii) commencement of use of such property in the perfoi mane of this subaward, or (iii) reimbursement of the cost thereof by the Agency in whole or in part, whichever first occurs. SUBAWARD AGREEMENT NO. Ag Page 23 of 48 Form update date: 2024.04.10 57 2. Any property of the Agency furnished to the Subrecipient shall, unless otherwise provided herein or approved by the Agency, be used only for the perfoumiance of this subaward. 3. The Subrecipient shall be responsible for any loss or damage to property of the Agency that results from the negligence of the Subrecipient, or which results from the failure on the part of the Subrecipient to maintain and administer that property in accordance with sound management practices. 4. If any Agency property is lost, destroyed or damaged, the Subrecipient shall immediately notify the Agency and shall take all reasonable steps to protect the property from further damage. 5. The Subrecipient shall surrender to the Agency all property of the Agency prior to settlement upon completion, teliiiination or cancellation of this subaward. 6. All reference to the Subrecipient under this clause shall also include Subrecipient's employees, Agents or Subcontractors. 47. U.S. DEPARTMENT OF TREASURY, OFFICE OF FOREIGN ASSETS CONTROL The Agency complies with U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) payment rules. OFAC prohibits financial transactions with individuals or organizations, which have been placed on the OFAC Specially Designated Nationals (SDN) and Blocked Persons sanctions list located at U.S. Treasury Specially Designated Nationals And Blocked Persons List. Compliance with OFAC payment rules ensures that the Agency does not conduct business with individuals or organizations that have been dete,mmiined to be supporters of terrorism and international drug dealing or that pose other dangers to the United States. Prior to making payment to individuals or organizations, the Agency will download the current OFAC SDN file and compare it to Agency and statewide vendor files. In the event of a positive match, the Agency reserves the right to: (1) make a determination of "reasonability" before taking the positive match to a higher authority, (2) seek assistance from the Washington State Office of the State Treasurer (OST) for advanced assistance in resolving the positive match, (3) comply with an OFAC investigation, if required, and/or (4) if the positive match is substantiated, notify the Subrecipient in writing and teiuiinate the subaward according to the Termination for Convenience provision without making payment. The Agency will not be liable for any late payment fees or missed discounts that are the result of time required to address the issue of an OFAC match. 48. WAIVER Waiver of any default or breach shall not be deemed a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the tei1us of this subaward unless stated to be such in writing and signed by authorized representative of the Agency. 49. WARRANTIES Subrecipient warrants that all Deliverables provided under this subaward shall be fit for the purpose(s) for which intended, are merchantable, and shall confoi 11i to the requirements and specifications herein. SUBAWARD AGREEMENT NO. ,,ttt 58 Page 24 of 48 Form update date: 2024.04.10 EXHIBIT B FEDERAL SUBAWARD TERMS AND CONDITIONS 1. COMPLIANCE WITH FEDERAL REGULATIONS SUBRECIPIENT and its consultants and subcontractors shall comply with the following federal laws and regulations, whenever and wherever they are applicable. SUBRECIPIENT and its consultants and subcontractors shall timely obtain all pet mits and approvals necessary to lawfully implement the project. SUBRECIPIENT and its subcontractors and consultants shall include in all contracts, subcontracts, and purchase orders for this project the following list of laws and regulations and shall require compliance with such laws and requirements: 1) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) relating to non-discrimination in perfo, uiance of the project and to the benefits. 2) Title Vlll of the Civil Rights Act of 1968 (P.L. 90-284) as amended. 3) Executive Order 11246 dealing with non-discrimination in employment as amended by Executive Orders 11375. 4) General procurement standards in § § 200.318 through 200.327 of the Code of Federal Regulations. 2. SYSTEM FOR AWARD MANAGEMENT REGISTRATION REQUIREMENT (SAM) SUBRECIPIENT shall maintain current organizational infoiiiiation and the original Unique Entity Identifier (UEI) in the System for Award Management (SAM) until receipt of final payment. This requires annual review and updates, when needed, of organizational info'tnation after the initial registration. More frequent review and updates may be required for changes in organizational infot'nation or award tetill(s). Any change to the original UEI provided in this agreement will result in teuiiination of this agreement and de -obligation of any remaining funds. For the purposes of this agreement, System for Award Management (SAM) means the federal repository into which an entity must provide infouiiation required for the conduct of business as a Cooperative. Additional infoartuation about registration procedures may be found at the SAM Internet site at www.sam. ov. 3. COPYRIGHTING No original text or graphics produced and submitted by the Forest Service shall be copyrighted. The Forest Service reserves a royalty -free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use the work for federal government purposes. This provision includes: • The copyright in any work developed by SUBRECIPIENT under this subaward. • Any right of copyright to which SUBRECIPIENT purchase(s) ownership with any federal contributions. 4. NONDISCRIMINATION STATEMENT — PRINTED, ELECTRONIC, OR AUDIOVISUAL MATERIAL SUBRECIPIENT shall include the following statement, in full, in any printed, audiovisual material, or electronic media for public distribution developed or printed with any federal funding. SUBAWARD AGREEMENT NO. Ap tits f tN €r Page 25 of 48 Form update date: 2024.04.10 59 In accordance with federal law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age, disability, and reprisal or retaliation for prior civil rights activity. (Not all prohibited bases apply to all programs.) Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, and American Sign Language) should contact the responsible State or local Agency that administers the program or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. To file a program discrimination complaint, a complainant should complete a Form AD-3027, USDA Program Discrimination Complaint Form, which can be obtained online at https://www.ocio.usda.gov/document/ad-3027, from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant's name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights (ASCR) about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted to USDA by: 1) Mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue SW, Washington, D.C. 20250-9410; or 2) Fax: (833) 256-1665 or (202) 690-7442; or 3) Email: program. intake@usda.gov. " If the material is too small to pet mit the full Non -Discrimination Statement to be included, the material will, at a minimum, include the alternative statement: "This institution is an equal opportunity provider." 5. CONFLICT OF INTEREST AND CODE OF CONDUCT SUBRECIPIENT covenants that no person who presently exercises any functions or responsibilities in connection with the United States Forest Service (USFS) Program has any personal financial interest, direct or indirect, in this subaward. SUBRECIPIENT further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the perfoumiance of its services hereunder. SUBRECIPIENT further covenants that in the perfoimuance of this subaward, no person having any conflicting interest will be employed. Any interest on the part of the SUBRECIPIENT or its employees must be disclosed to DNR. No officer, employee or agent of the SUBRECIPIENT shall participate in the selection, award, or administration of activity funded in whole or in part with USFS funds if a conflict of interest, real or apparent, would exist, nor shall their families, or those with whom they have business ties, so benefit. In addition to the above, no official, employee, or agent of any federal, state, or local government for the area in which the project is located, nor members of their families, nor those with whom they have business ties, have or acquire any interest, direct or indirect, in any contract or subcontract or its proceeds for work accomplished in support of this subaward, nor shall they have or acquire any SUBAWARD AGREEMENT NO. A2s eernet ber Page 26 of 48 Form update date: 2024.04.10 60 interest, direct or indirect, in the project area which would conflict in any manner or degree with the project. 6. LOBBYING AND LITIGATION SUBRECIPIENT agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. SUBRECIPIENT shall include the language of this provision in award documents for all subawards exceeding $100,000 and require that sub-awardees submit certification and disclosure focus accordingly. In accordance with the Byrd Anti -Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying foi ins shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each expenditure. All contracts awarded by SUBRECIPIENT shall contain, when applicable, the anti -lobbying provisions as stipulated in the Appendix at Title 40 CFR Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act, Sub -Recipient affii ins that it is not a non- profit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a non-profit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Legal expenses required in the administration of federal programs are allowable. Legal expenses for prosecution of claims against the federal government are unallowable. 7. CERTIFICATION REGARDING LOBBYING SUBRECIPIENT certifies, to the best of their knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or SUBAWARD AGREEMENT NO. Agreer number Page 27 of 48 Form update date: 2024.04.10 61 entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $1.0,000 and not more than $100,000 for each such failure. 8. TRAFFICKING IN PERSONS 1) Provisions applicable to a subrecipient that is a private entity. a. You as SUBRECIPIENT and your employees, may not: i. Engage in severe foi ins of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of time that the award is in effect; or iii. Use forced labor in the perfoumiance of the award or subawards under the award. b. The federal awarding agency may unilaterally terminate this award, without penalty, if a SUBRECIPIENT that is a private entity: i. Is deteuuined to have violated a prohibition in paragraph a.1 of this award WI in; or ii. Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award te, in through conduct that is either: 1. Associated with performance under this award; or 2. Imputed to SUBRECIPIENT using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Government wide Debat anent and Suspension (Nonprocurement),". 2) Provision applicable to a subrecipient other than a private entity. The federal awarding agency may unilaterally teIiiiinate this award, without penalty, if a subrecipient that is a private entity: a. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or b. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award te, in through conduct that is either i. Associated with performance under this award; or ii. Imputed to SUBRECIPIENT using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debaiiiient and Suspension (Nonprocurement)," 3) Provisions applicable to any recipient. a. You must info' in us immediately of any info' uation you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award WI in. b. Our right to teliiiinate unilaterally that is described in paragraph a.2 or b of this section: i. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and SUBAWARD AGREEMENT NO. Agu 62 r�nu ber Page 28 of 48 Form update date: 2024.04.10 ii. Is in addition to all other remedies for noncompliance that are available to us under this award. c. You must include the requirements of paragraph a.1 of this award teuu in any subaward you make to a private entity. 4) Definitions. For purposes of this award WI in: a. "Employee" means either: i. An individual employed by you or a subrecipient who is engaged in the perfoi of the project or program under this award; or ii. Another person engaged in the perfoi uance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in -kind contribution toward cost sharing or matching requirements. b. "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. c. "Private entity": i. Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those teuus are defined in 2 CFR 175.25. ii. Includes: 1. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). 2. A for -profit organization. d. "Severe folios of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). 9. DRUG -FREE WORKPLACE 1) SUBRECIPIENT agree(s) that it will publish a drug -free workplace statement and provide a copy to each employee who will be engaged in the perfoi muance of any project/program that receives federal funding. The statement must a. Tell the employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in its workplace; b. Specify the actions SUBRECIPIENT will take against employees for violating that prohibition; and c. Let each employee know that, as a condition of employment under any award, the employee: i. Shall abide by the WI us of the statement, and ii. Shall notify SUBRECIPIENT in writing if they are convicted for a violation of a criminal drug statute occurring in the workplace, and shall do so no more than 5 calendar days after the conviction. 2) SUBRECIPIENT agree(s) that it will establish an ongoing drug -free awareness program to infoliii employees about a. The dangers of drug abuse in the workplace; b. The established policy of maintaining a drug -free workplace; c. Any available drug counseling, rehabilitation and employee assistance programs; and SUBAWARD AGREEMENT NO. Vs' Page 29 of 48 Form update date: 2024.04.10 63 d. The penalties that you may impose upon them for drug abuse violations occurring in the workplace. 3) Without the federal Program Manager's expressed written approval, the policy statement and program must be in place as soon as possible, no later than the 30 days after the effective date of this instrument, or the completion date of this award, whichever occurs first. 4) SUBRECIPIENT agrees to immediately notify the Program Manager if an employee is convicted of a drug violation in the workplace. The notification must be in writing, identify the employee's position title, the award number of each award on which the employee worked. The notification must be sent to the Program Manager within 10 calendar days after SUBRECIPIENT learns of the conviction. 5) Within 30 calendar days of learning about an employee's conviction, SUBRECIPIENT must either a. Take appropriate personnel action against the employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973 (29 USC 794), as amended, or b. Require the employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for these purposes by a federal, state or local health, law enforcement, or other appropriate agency. 10. PROHIBITION AGAINST USING FUNDS WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS 1) SUBRECIPIENT may not require its employees, contractors, or second tier subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such infoliiiation. 2) SUBRECIPIENT must notify its employees, contractors, or second tier subrecipients that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (1) of this award provision are no longer in effect. 3) The prohibition in paragraph (1) of this award provision does not contravene requirements applicable to any other foiin issued by a federal department or agency governing the nondisclosure of classified infoliiiation. 4) If DNR deteimuines that SUBRECIPIENT is not in compliance with this award provision, it; a. Will prohibit the subrecipient's use of funds under this award in accordance with sections 743, 744 of Division E of the Consolidated Appropriations Act, 2016, (Pub. L. 114-113) or any successor provision of law; and b. May pursue other remedies available for the subrecipient's material failure to comply with award Willis and conditions. 11. ELIGIBLE WORKERS SUBRECIPIENT shall ensure that all employees complete the I-9 foun to certify that they are eligible for lawful employment under the Immigration and Nationality Act (8 U.S.C. 1324(a)). SUBRECIPIENT shall comply with regulations regarding certification and retention of the completed fauns. These requirements also apply to any contract or supplemental instruments awarded under this award. SUBAWARD AGREEMENT NO. Aas'aaa° 64 ¢tab` Page 30 of 48 Form update date: 2024.04.10 12. FREEDOM OF INFORMATION ACT (FOIA) Public access to subaward or agreement records must not be limited, except when such records must be kept confidential and would have been exempted from disclosure pursuant to Freedom of Infoii lation regulations (5 U.S.C. 552). Requests for research data are subject to 2 CFR 315(e). Public access to culturally sensitive data and information of federally -recognized tribes may also be explicitly limited by P.L. 110-234, Title VIII Subtitle B §8106 (2009 Farm Bill). 13. TEXT MESSAGING WHILE DRIVING In accordance with Executive Order (EO) 13513, "Federal Leadership on Reducing Text Messaging While Driving," any and all text messaging by federal employees is banned: a) while driving a Government Owned Vehicle (GOV) or driving a Privately Owned Vehicle (POV) while on official Government business; or b) using any electronic equipment supplied by the Government when driving any vehicle at any time. All subrecipients, their Employees, Volunteers, and Contractors are encouraged to adopt and enforce policies that ban text messaging when driving company owned, leased or rented vehicles, POVs or GOVs when driving while on official Government business or when perfoi ming any work for or on behalf of the Government. 14. PROMOTING FREE SPEECH AND RELIGIOUS FREEDOM As a subrecipient of USDA financial assistance, you will comply with the following: 1) Do not discriminate against applicants for sub -grants on the basis of their religious character. 2) 7 Code of Federal Regulations (CFR) part 16.3(a), Rights of Religious Organizations. 3) Statutory and National policy requirements, including those prohibiting discrimination and those described in Executive Order 13798 promoting free speech and religious freedom, 2 CFR 200.300. 15. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. SUBRECIPIENT is responsible for compliance with the prohibition on certain telecommunications and video surveillance services or equipment identified in 2 CFR 200.216. See Public Law 115-232, Section 889 for additional infoiiiiation. In accordance with 2 CFR 200.216, the grantee (including subrecipients) is prohibited from obligating or expending loan or grant funds for covered telecommunications equipment or services to: 1) procure or obtain, extend or renew a contract to procure or obtain; 2) enter into a contract (or extend or renew a contract) to procure; or 3) obtain the equipment, services or systems. SUBAWARD AGREEMENT NO. A,d° ent Page 31 of 48 Form update date: 2024.04.10 65 EXHIBIT C - 2024 UCF CFA PROJECT WORK PLAN TEMPLATE Subrecipient Organization Name: 2024 Community Forestry Assistance Grant (Agreement Number Period of Perfoi lance: Overview: [insert narrative based on submitted proposal] Activity 1: Title and Description Example: Town Outreach and Engagement: This activity will engage with local community members to identify needs and goals of the community, analyze data from interview and survey questions, and promote Urban Forestry techniques that can be used by the communities. Task Deliverable Completion Date Estimated Cost 1.1. Subcontractor skilled in public outreach to develop a survey to inquire about community goals and needs. Copy of survey developed (pdf preferred). Documentation of payment to contractor for services rendered. June 1, 2025 $2,000 1.2. Distribute survey to community using various methods of delivery, including, but not limited to, posting on website, direct mailings, and one- on-one at public events. Report including: - Link to website where survey was posted and estimated number of respondents. - Copy of direct mail materials and number of households reached. - List of community events attended and approximate number of survey respondents. June 1, 2025 $4, 580 1.3. 1.4. $ Activity 1 Total $6,580 SUBAWARD AGREEMENT NO. Agreement n M ber Page 32 of 48 Form update date: 2024.02.13 66 Activity 2: Title and Description Example: City Urban Tree Inventory: Update existing inventory data and collect new data throughout the city, via subcontractor. Task Deliverable Completion Date Estimated Cost 2.1.Consultant updates existing tree inventory data. GIS data and excel export of updated tree inventoiy. June 1, 2025 $8,000 2.2. Consultants collect new point -based tree inventory data and performs data analysis. GIS data and excel export of new inventory data; results of analysis. June 1, 2025 $10,500 2.3. Consultant collects new inventory data using a sample -based approach. GIS data and excel export; results ofanalysis, June 1, 2025 $9,000 2.4. $ Activity 2 Total $27,500 Activity 3: Title and Description Example: Purchase and install street trees and irrigation: Plant new street trees in suitable planting locations as determined by contractor staff Install irrigation to support tree establishment. Task Deliverable Completion Date Estimated Cost 3.1. Purchase and install irrigation to water new trees. Receipt of irrigation supply purchase; At least 3 photos of irrigation system installation. June 1, 2025 $4,354.67 3.2. Purchase and install at least 35 new street trees, Trees to be at least 1.5" caliper. Invoice of tree purchase with tree species listed; At least 2 photos of street trees being planted. June 1, 2025 $8, 750 3.3.Purchase planting supplies, including, but not limited to: Mulch, Stakes, and Ties. Receipt of supplies purchased showing actual costs. June 1, 2025 $800 Activity 3 Total $13,904.67 Activities 1-3 Total $47,984.67 SUBAWARD AGREEMENT NO. Acireenlent inumber Page 33 of 48 Form update date: 2024.02.13 67 BUDGET TEMPLATE Budget cannot exceed $ Table 1. Cost by Activity . See the Project Work Plan for activity and task descriptions. Activities Personnel and Benefits Travel Supplies Contractual Total Activity l $ $ $ $ $ Activity 2 $ $ $ $ $ Activity 3 $ $ $ $ $ Total $ $ $ $ $ Table 2. Cost by Line e Personnel and Benefits Example: Project Manager ($38.54/hr) Primary coordinator of tree -planting community event. Work includes outreach, meeting facilitation, purchasing supplies, and preparing reports. Tasks 1.1, 1.2, 1.3, 2.1, 2.3, 3.2 $ Task(s) $ Task(s) $ Travel Example: Travel Expenses Lodging and mileage (GSA standard rates). Tasks 3.1, 3.2, 3.3 $ Task(s) $ Task(s) $ Supplies Example: Acme supplies and rental equipment Supply purchases, including event space, advertising, tent, printing, and miscellaneous office supplies. Task 1.3 $ Task(s) $ SUBAWARD AGREEMENT NO. Agreement number Page 34 of 48 Form update date: 2024.02.13 68 Task(s) $ Contractual Example: .vent Tears Subcontractor Subcontractor will provide personnel to aid with event setup and cleanup. Tasks 1.1, 3.3 $ Task(s) $ Task(s) $ Total $ The project described herein is located on public property or is open to public access. No grant funds can used by SUBRECIPIENT to meet ordinary maintenance and operating expenses. By signature below, the Parties certify that the individuals listed in this document, as representatives of the Parties, are authorized to act in their respective areas for matters related to this instrument and are in agreement with its content. SUBRECIPIENT NAME Signature STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Date Signature Date Name Name Project Manager Project Manager Title Title 1111 Washington Street SE MS 47013 Olympia, WA 98504-7013 Address Address Telephone Telephone SUBAWARD AGREEMENT NO. Agree4 number Page 35 of 48 Form update date: 2024.02.13 69 EXHIBIT D — INVOICE TEMPLATE INVOICE Agreement Number: Invoice Date: Invoice Number: From: Subrecipient Organization Name (of PM) Subrecipient Project Manager Address Phone Email To: DNR Project Manager Washington State Department of Natural Resources 1111 Washington St SE Olympia, WA 98504-7013 Brief description of costs included in this invoice period. Cost Type Cost Task 1.1 Example: Tree Planting Event Example: - Project Coordinator (25 hrs. x $22 = $550.00) - Hotel (3 nights; $429.65; Receipt attached) - Mileage (50 miles x $0.67 = $33.50) - Name Tags ($58.46; Receipt attached) - Seedlings ($4,667.26; Receipt attached) - Set-up Crew ($759.25; Receipt attached) Personnel & Benefits $550.00 Travel $161.15 Supplies $4,725,72 Contractual $759.25 Subtotal Task 1.1 $6,196.12 Task 1.2 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 1.2 $0.00 Task 1.3 Personnel & Benefits $ Travel $ Supplies $ SUBAWARD AGREEMENT NO. Agree4 70 Page 36 of 48 Form update date: 2024.02.13 Contractual $ Subtotal Task 1.3 $0.00 Total Activity 1 $6,196.12 Activity 2 Brief description of costs included in this invoice period. Cost Type Subtotal Task 2.1 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 2.1 $0.00 Task 2.2 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 2.2 $0.00 Task 2.3 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 2.3 $0.00 Total Activity 2 $0.00 Activity 3 Brief description of costs included in this invoice period. Cost Type Subtotal Task 3.1 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 3.1 $0.00 Task 3.2 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 3.2 $0.00 SUBAWARD AGREEMENT NO. Agreu^ mber Page 37 of 48 Form update date: 2024.02.13 71 Task 3.3 Personnel & Benefits $ Travel $ Supplies $ Contractual $ Subtotal Task 3.3 $0.00 Total Activity 3 $0.00 Total Activities 1-3 $6,196.12 SUBAWARD AGREEMENT NO. Ag . n number Page 38 of 48 Form update date: 2024.02.13 72 EXHIBIT E—FINANCIAL HEALTH REVIEW nATURAL RESOURCES FINANCIAL HEALTH REVIEW The purpose ofthis checklist isbnassist your organization in understanding the minimum requirements necessary toaccept, manage, and spend federal funds asasubrecipieniThe responses to this checklist are used by Washington State Department of Natural Resources (DNR) to develop monitoring and technical assistance plans for subrecipients. Any 'No'response will not automatically disqualify your entity from receiving funds from DNR. These answers will inform our monitoring approach and technical support. A representative from your organization must review and complete the form, certifying in the last section that the have read and understand items listed in this document. Return the completed form to the designated DNR SUBRECIPIENT INFORMATION SubreoiplentOrganization Name SubmxvardNurnber Federal Fiscal Year Federal Award Identification Number FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY (FFATA) DECLARATION YES NO 1. In your organization's preceding completed fiscal year, did your business or organization receive (a) 80 percent or more of its annual gross revenues in U.S. federal contract, subcontracts, loans, grants, subgrants, and/or cooperative agreements; and (b)$25.000.000ormore inannual gross revenues from U.S. federal contracts, subcontracts, |oano, gnanta, aubgnante, and/or cooperative agreements? O O 2. Does the public have access tuinformation about the compensation ofthe executives in the your business or organization through periodic reports filed under section 13(a)or1b(d)ofthe Securities Exchange act of1034(15U.S.C. 78m(a), 78o(d) or section 6104 of the Internal Revenue Code of 1986? U U LEGAL YES NO 1. My organization has never been suspended or debarred from participating in Federal assistance programs or activities as specified in Executive Orders 12549 and 1288Oand 2CFF{part 180. [] [] 2Is or involved � ' ' criminal suits? [] [] SUBRECIPIENT MONITORING YES NO SUBAWARDAGREEMENT NO. Agreement number Page 39of48 73 1. My organization is aware that as a subrecipient, it must be monitored for financial operations (records, systems, and procedures), performance, and conformance to ❑ ❑ regulations. FINANCIAL MANAGEMENT SYSTEMS YES NO 2. Responsible parties for my organization are familiar with the Office of Management and Budget's (OMB) Uniform Administrative Requirements and the Cost Principles, as they apply to Federal grants and subawards. ❑ ❑ 3. My organization's accounting systems and internal policies meet the following criteria as outlined in the most current version of 2 CFR Part 200: --------------------------------------------------------------------____ _________________________ ______________________________________________ a. Accurate, current, and complete disclosure of the financial results of each Agreement; ❑ ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - b. A procedure that identifies each funding source and establishes a - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - separate control account for each funding source (separate checking accounts are not required); ❑ ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - c. A method for identifying the receipts and expenditures for each funding - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - source separately from other funding sources, and accounting records that indicate this method is being effectively followed; ❑ ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - d. Effective control over and accountability for all funds, property, and other - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - assets to assure that all assets are used solely for authorized purposes; ❑ ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - e. Comparison of actual with budgeted amounts for each Agreement; - - - - - - - - - - - - - - - - - - ❑ - - - - - - - - - - - - - - - - - - ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - f. Accounting record entries that are supported by source documentation; i.e., entries refer to subsidiary records and documents which support the entries, such as payroll and time records, vouchers, purchase orders, invoices, warrants, etc.; - - - - - - - - - - - - - - - - - - ❑ - - - - - - - - - - - - - - - - - - - ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - g. A method for accumulating and recording expenditures by budget period - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - and cost categories provided in the approved Agreement ❑ ❑ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - h. A procedure for authorizing expenditures, signing checks and reconciling - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - expenditures in a timely manner that ensures the integrity of the system. ❑ ❑ POLICY AND PROCEDURES YES NO 4. My organization has a written travel policy which is consistent for both internal travel and approved travel costs under the federal subaward. If no policy exists, does my organization adheres to Federal Government Travel rates and amounts. 5 U.S.0 5701- ❑ ❑ 11 5. My organization maintains written procurement procedures that comply with federal procurement standards in 200.317 through 200.327. The same procedures are followed ❑ ❑ whether the procurements are with federal grant funds or non-federal funds. 6. My organization maintains a property/inventory management system to track the location and value of equipment purchased with federal funds. ❑ ❑ 7. My organization maintains a written conflict of interest policy for its employees. ❑ ❑ SUBAWARD AGREEMENT NO. Agrtea 74 Page 40 of 48 Form update date: 2024.02.13 8. My organization retano, or will ratan, all records related to this aubavvand for six years in accordance with the timeframes identified in the subaward document (Exhibit A, 34. Records Maintenance). U U 0. My organization maintains an internal policy and/or process to check the "Excluded Parties Lint" system for suspended or debarred sub -grantees and oontnaofone. prior to avvandathftVa://vmwvv.eom.gov/. U U AUDIT REQUIREMENTS YES NO 10. For the fiscal year indicated above, my organization expended G75O.008ormore in federal funding, and is required to have a single audit conducted in accordance with 2 CFR2O0�501—Audit Requirements. O U 11. For the fiscal year indicated above, my organization expended less than $750,000 in federal funding and is exempt from federal audit requirements for that year, except as noted in 2CFR 2O0.5U3.K8yorganization understands that records must beavailable U U for review or audit by appropriate officials of the federal agency, DNR, and Government Accountability Office (GAO). ENTITY READINESS |othe entity new to operating or managing federal grant funds orstate contracts (or has not done aointhe past five years)? No U Yes U Organizational knowledge/years ufexperience in administering similar awards or sub -awards 5+yearo U 3-5 years U <3years U Proposed oubnaoipiantagreement amount < $30.000 U $30.001-149.900 O $150.000+ O ACKNOWLEDGEMENT | acknowledge that my organization has received this document and understands the financial management standards necessary tofederal oubavvando. Atany time inreviewing this document, inpre-award negotiations, during the post -award meeting, or at any time subsequent, if my organization has questions regarding the content presented in this checklist or related to the award, I understand that I may bring this to the attention of the DNRfor clarification and that DNF{staff are available to assist my organization. Signature: Date: Name: Title: Phone Number: Email: SUBAWARD AGREEMENT NO. Agreeimen� number Page 4\of48 75 EXHIBIT F AD-1048 OMB No. 0505-0027 Expiration Date: 09/30/2025 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions The following statement is made in accordance with the Privacy Act of 1974 (5 U.S.C. ¢ 552a, as amended). This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, and 2 CFR 44 180.300, 180.335, Participants' responsibilities. The regulations were amended and published on August 31, 2005, in 70 Fed. Reg. 51865-51880. Copies of the regulations may be obtained by contacting the Department of Agriculture agency offering the proposed covered transaction. According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0505-0027. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal or civil fraud, privacy, and other statutes may be applicable to the information provided. (Read instructions on page two before completing certification.) A. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency; B. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. ORGANIZATION NAME PR/AWARD NUMBER OR PROJECT NAME NAME(S) AND TITLE(S) OF AUTHORIZED REPRESENTATIVE(S) SIGNATURE DATE In accordance with federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720- 2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632- 9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Departlnent of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: nrocram.intake(i)usda.aov. USDA is an equal opportunity provider, employer, and lender. SUBAWARD AGREEMENT NO. Agreement number Page 42 of 48 Form update date: 2024.02.13 76 Instructions for Certification (1) By signing and submitting this foul], the prospective lower tier participant is providing the certification in accordance with these instructions. (2) The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department or agency with which this transaction originated may pursue available remedies, including suspension or debauiient. The prospective lower tier participant must provide immediate written notice to the person(s) to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (4) The teuiis "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person, "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549, at 2 CFR Parts 180 and 417. You may contact the Department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. The prospective lower tier participant agrees by submitting this folio that, should the proposed covered transaction be entered into, it may not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the Department or agency with which this transaction originated. (6) The prospective lower tier participant further agrees by submitting this foul] that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. (3) (5) (7) (8) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it detei mines the eligibility of its principals. Each participant may, but is not required to, check the General Services Administration's System for Award Management Exclusions database. Nothing contained in the foregoing shall be construed to require establishment of a system of records to render in good faith the certification required by this clause. The knowledge and info' liation of a participant is not required to exceed that which is SUBAWARD AGREEMENT NO. Page 43 of 48 Form update date: 2024..07.30 77 (9) noially possessed by a prudent person in the ordinary course of business dealings. Except for transactions authorized under paragraph (5) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the Department or agency with which this transaction originated may pursue available remedies, including suspension and/or debar iiient. SUBAWARD AGREEMENT NO. Agreernel number Folio AD-1048 (REV 12/22) Page 44 of 48 Form update date: 2024.02.13 78 EXHIBIT G — SUBCONTRACTOR INCLUSION PLAN For Contractors Who Plan to Use Subcontractors to Perform the Contract CONTRACT NUMBER: CONTRACTOR: Type/print full legal name of Contractor INSTRUCTIONS 1. Contractors that intend to use Subcontractors for the above referenced Contract must complete Section 1 of this Subcontractor Inclusion Plan. 2. Section 2 — Provides instructions and information regarding who must submit this SubcontractorInclusion Plan and what is required. 3. Section 3 — Provides information on definitions of the businesses as used in this SubcontractorInclusion Plan. SECTION 1: SUBCONTRACTOR INCLUSION PLAN Contractor shall list the anticipated small/veteran/diverse business category goals for Subcontractor participation. Contractor may list any goal amount that they feel is appropriate and attainable for them. These are aspirational goals for Contractor's use of small/veteran/diverse Subcontractors. if known, provide the name of each business in the appropriate category as they are listed in Washington's Electronic Business Solution (WEBS). i P ROPRIA I OX MINORITY -OWNED BUSINESS (MBE) WOMAN -OWNED BUSINESS (WBE) CERTIFIED COMBINATION OWNED BUSINESS (CBE) CERTIFIED MINORITY WOMAN OWNED BUSINESS (MWBE) SOCIALLY AND ECONOMICALLY DISADVANTAGED BUSINESS (SEDBE) VETERAN -OWNED BUSINESS (VOB) SUBAWARD AGREEMENT NO. Agreement number Page 45 of 48 Form update date: 2024.02.13 79 WASHINGTON SMALL BUSINESS (SB) Contractor commits to a make a genuine effort to achieve the proposed subcontract spend amounts with small/veteran/diverse Subcontractors as stated above. Contractor will develop a comprehensive outreach strategy including outreach, education/mentorship, and process changes designed to increase participation by small/veteran/diverse businesses that are registered with the State of Washington in WEBS. Contractor's Authorized Representative Date Signed SECTION 2: INFORMATION & INSTRUCTIONS FOR COMPLETING SUBCONTRACTOR INCLUSION PLAN 1. Contractors who intend to use Subcontractors must complete the Subcontractor Inclusion Plan in the foiini set forth above. Contractors who do not submit a Subcontractor Inclusion Plan may be precluded from utilizing Subcontractors to perfounn the Contract. ■ Note: Subcontractor Inclusion Plan is NOT required if Contractor does NOT intend to use Subcontractors for this Contract. 2. As part of the Subcontractor Inclusion Plan, Contractor is encouraged to include an anticipated list of small/diverse Subcontractors who may assist the Contractor in fulfilling Contractor's contractual obligations. This list should identify any Subcontractors who are small/veteran/diverse businesses as defined below. ■ Note: The businesses included in the Subcontractor Inclusion Plan are listed as examples of businesses Contractor may use as Subcontractors and does NOT obligate Contractor to utilize those specific businesses in performing the Contract. Contractor will report performance and progress to DNR as set forth in the Contract and in annual contract management meetings. 3. If the proposed Subcontractors are self -identified diverse businesses, Contractor will encourage and support efforts for their certification with the appropriate Washington State agencies. 4. The small/veteran/diverse business goals set forth herein are voluntary. Contractors will not be in breach of this Contract if the Subcontractor Inclusion Plan has a zero small/veteran/diverse business participation amount. DNR, however, encourages Contractors to be proactive in engaging small/veteran/diverse business participation. 5. Contractors who utilize Subcontractors will meet with DNR annually regarding their small/veteran/diverse business inclusion goals set forth in their Subcontractor Inclusion Plan. SECTION 3: SMALL/VETERAN/DIVERSE BUSINESSES DEFINITIONS For purposes of the Contract, the below terms have the following meanings: SUBAWARD AGREEMENT NO. g8" ^ern t Uiriber Page 46 of 48 Form update date: 2024.02.13 80 Minority -Owned Business (MBE) Limited to fii ws certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) as a minority -owned business. See, RCW 39.19.120 and WAC 326-20. Woman -Owned Business (WBE) Limited to fi, ins certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) as a woman -owned business. See, RCW 39.19.120 and WAC 326-20. Combination Owned Business (CBE) Limited to fi, ins certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) as a business owned by women and minorities. See, RCW 39.19.120 and WAC 326-20. Minority Woman Owned Business (MWBE) Limited to fi, ins certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) as a business owned by minority women. See, RCW 39.19.120 and WAC 326-20. Socially and Economically Disadvantaged Business (SEDBE) Limited to fi, ins certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) as a business owned by minority who are found to be socially and economically disadvantaged on a case -by -case basis. See, RCW 39.19.120 and WAC 326-20. Veteran -Owned Business (VOB) Limited to fiu tins certified by the Washington State Department of Veterans Affairs (WDVA) as a Certified Veteran -Owned Business. See, , RCW 43.60A.010(7) and RCW 43.60A.190. Such fi, ins must meet four requirements: 1. 51% Ownership. The fi,iii must be at least fifty-one percent (51%) owned and controlled by: (a) A veteran as defined as every person who at the time he or she seeks certification has received a discharge with an honorable characterization or received a discharge for medical reasons with an honorable record, where applicable, and who has served in at least one of the capacities listed in RCW 41.04.007; (b) A person who is in receipt of disability compensation or pension from the Department of Veterans Affairs; or (c) An active or reserve member in any branch of the a,nied forces of the United States, including the national guard, coast guard, and ai uied forces reserves. 2. Washington Incorporation/Location. The fine must be either an entity that is incorporated in the state of Washington as a Washington domestic corporation or, if not incorporated, an entity whose principal place of business is located within the State of Washington. SUBAWARD AGREEMENT NO.Alree t niAmber Page 47 of 48 Form update date: 2024.02.13 81 3. WEBS Certification. The film must have certified its Veteran -Owned Business status in Washington's Electronic Business Solution (WEBS). 4. WDVA Certification. The film must have provided certification documentation to the WDVA and be certified by WDVA and listed as such on WDVA's website (WDVA — Veteran -Owned Businesses). Washington Small Business (SB): Limited to films that meet the following three (3) requirements: 1. Location. The fi, ini's principal office/place of business must be located in and identified as being in the State of Washington. A principal office or principal place of business is a fi,ni's headquarters where business decisions are made and the location for the fi,iii's books and records as well as the fi,iii's senior management personnel. 2. Size. The film must be owned and operated independently from all other businesses and have either: (a) fifty (50) or fewer employees; or (b) gross revenue of less than seven million dollars ($7,000,000) annually as reported on the fi, in's federal income tax return or its return filed with the Washington State Department of Revenue (WDOR) over the previous three consecutive years. 3. WEBS Certification. Contractor must have certified its Washington Small Business status in Washington's Electronic Business Solution (WEBS). See, RCW 39.26.010(22) and RCW 39.26.010(13). Washington Small Business also includes, Minibusinesses and Microbusinesses. Such films just have a small `size' requirement: • Minibusiness Size Requirement: The film must be owned and operated independently from all other businesses and have a gross revenue of at least one million dollars ($1,000,000) but less than three million dollars ($3,000,000) annually as reported on the fil ui's federal income tax return or its return filed with the WDOR. See, RCW 39.26.010(17). • Microbusiness Size Requirement: The fi,ni must be owned and operated independently from all other businesses and has a gross revenue of less than one million dollars ($1,000,000) annually as reported on the fi,ini's federal income tax return or its return filed with the WDOR. See, RCW 39.26.010(16). SUBAWARD AGREEMENT NO.,tnumber Page 48 of 48 Form update date: 2024.02.13 82 2024 UCF CFA PROJECT WORK PLAN Subrecipient Organization Name: City of Tukwila, Parks and Recreation 2024 Community Forestry Assistance Grant (Agreement Number Leave Blank ) Period of Performance: - 06/2027 Overview: Purpose & Goals The Green Tukwila Restoration & Education project is humbly presented with the aim of maximizing strategic investment in Tukwila's natural environment while providing vulnerable populations with opportunities for job training and development through partners. The project aims to save as much tree canopy in invasive areas as possible while providing on-the-job training to community members in need. Scope of Activities The Green Tukwila Restoration and Education project would provide for restoration and stewardship activities in Tukwila, Riverton, and Crystal Springs parks and Duwamish Hill Preserve. Said work would be accomplished through professional crews, adult training programs, a high school internship program, and youth refugee/immigrant training programs. All activities on site would focus on the preservation and stabilization of the current tree canopy/inventory through the removal of invasives, installation of tree survival rings and herbicides, and planting of secondary forest to replace the removed invasive species. CONTRACT NO. En tuber Page f of 10 Form update date: 2023.03.23 83 Activity 1: Green Jobs Training Program at Tukwila Park Tukwila Parks and Recreation will contract with Pat liter in Employment (PIE), which works to guarantee the long-te, m economic stability of newly arrived refugees and immigrants in King County by providing tailored assistance in language acquisition, housing stabilization, workforce entry, and job training in higher -wage industries. In 2020, PIE realized they could help prepare immigrant and refugee youth & young adults to enter environmental fields by providing paid training in restoration and environmental science. Through grants, PIE established a Youth Restoration Training Crew (YRTC) active in Tukwila Park since 2020. DNR funding would ensure that PIE can remain a steward of Tukwila Park and continue their important work of removing ivy to protect the large tree evergreen canopy and planting new native trees. Task Deliverable Completion Date Estimated Cost 1.1 Tukwila Park Ecological Restoration (8 program weeks) Summary report of restoration activities to include at least: — Description of work accomplished. — Square feet of total restoration with types of invasives removed — At least 4 sets of before and after photos — After action report (s) from subcontractor — Map showing the location of restoration work and invasive removal. — Invoices from subcontractor Invoicing allowed annually with deliverable: 2025, 2026 & 2027 April 2027 $76,100 Activity 1 Total $76,1.00 CONTRACT NO. En wmber 84 Page 2 of 10 Form update date: 2023.03.23 Activity 2: Restoration Work at Riverton Park The control area for Riverton Park will be along the park's "natural area". An area that is about 20,000 square feet with a 0-35% south -facing slope leading to a seasonal dry creek. Currently, Riverton Park has a mature deciduous canopy with a few large conifers but is overrun with aggressive species such as Ivy (Hedera helix), blackberry (Rubus Armenians), and invasive trees such as laurel (prunus spp.) and holly (Ilex aquifolium). The primary goal of the project is to preserve the tree canopy and restore the successional trajectory of this dry-mesic conifer deciduous mixed forest. To do so, subcontractor will conduct initial restoration services annually using current industry standards and best management practices in vegetation management/control and native plant installation. The native plant pallet will include site -appropriate species, aligning with the conifer deciduous mix, such as Douglas fir (Pseudotsuga menziesii), big leaf maple (Acer macrophyllum), red alder (Alnus rubra), Western hemlock (Tsuga heterophylla) as well as site appropriate mid and understory species. A target of 350 native plants will be installed in the 15,000-square-foot restoration area. Task Deliverable Completion Date Estimated Cost 2.1.Initial Restoration Initial restoration work providing control of aggressive invasive species. At least 15,000 square feet of invasive tree and understory plant removal Report on activities to include: — Description of work accomplished. — Square feet of total restoration with types of invasives removed — At least 4 sets of before and after photos — After action report (s) from subcontractor — Map showing location of restoration invasive removals — Invoices from subcontractor Invoicing allowed annually with deliverable: 2025, 2026 & 2027 November 2026 $32,771.24 2.2. Install 350 native trees and plants in the restoration area Report on activities to include: — Description of work accomplished. — Planting plan or list of trees and plants planted November 2026 $37,759.38 CONTRACT NO. En .nnber Page 3of 10 Form update date: 2023.03.23 85 Plant species will support the reference dry-mesic conifer deciduous mixed forest. Planting plan or list of trees and plants to be approved by DNR before purchase. by species with total numbers of each. — At least 4 sets of before and after photos — After action report (s) from subcontractor — Invoices from subcontractor Invoicing allowed annually with deliverables: 2025, 2026 & 2027 2.3. Maintenance of Restoration Area Maintenance may include but is not limited to, micro weeding, mulching, and removing invasive trees, ground cover, and shrubs that may impact new plantings. Report on activities to include: — Description of work accomplished. — Square feet of total restoration with types of invasives removed — At least 2 sets of before and after photos — After action report (s) from subcontractor — Invoices from subcontractor Invoicing allowed annually with deliverable: 2025, 2026 & 2027 May 2027 $19,569.38 Activity 2 Total $90,100 CONTRACT NO. Enumber Page 4 of 10 Form update date: 2023.03.23 86 Activity 3: Green Jobs Training Program at Crystal Springs Park Crystal Springs Park will serve as a training hub for Dirt Corps' Job Training programs, providing a site for paid trainees to employ ecological restoration and urban forestry skills. Five Dirt Corps training programs comprising approximately ten people each will have the opportunity to work at Crystal Springs Park, providing up to 1,000 hours of onsite work to further enhance Tukwila Parks tree canopy enhancement goals and reforestation. The crew will remove invasive plants and replace with 700 native trees and 200 native shrubs and ground covers. Task Deliverable Completion Date Estimated Cost 3.1. Crystal Springs Park Restoration initial control of aggressive invasive species. Planting 700 trees and 200 native shrubs and groundcovers. Summary report of restoration activities to include at least: — Description of work accomplished. — Square feet of total restoration with types of invasives removed — Planting plan or list of trees and plants planted by species with total numbers of each — At least 4 sets of before and after photos — After action report (s) from subcontractor — Map showing the location of restoration work, including invasive removal and planting — Invoices from subcontractor Invoicing allowed annually with deliverable: 2025, 2026 & 2027 May 2027 $100,050 Activity 3 Total $100,050 CONTRACT NO. Enumber Page 5 of 10 Form update date: 2023.03.23 87 Activity 4: Youth Green Crew (YGC), job training program in Tukwila Parks System. The Youth Green Crew: High School Internship collaborates with the City of Tukwila (Green Tukwila Program), Foster High School's Environmental Science program, partner organizations, and community forest stewards. Through hands-on training in the field, students will learn about the four -phase approach to environmental restoration, plant identification, tools, and how to run an event while building experience to aid in future jobs. The program will host up to 25 students annually, receiving a $500 stipend for their work. The students will work at community restoration events in the Tukwila Parks System. Task Deliverable Completion Date Estimated Cost Summary report of activities to include at least: — Copies of marketing flyers and handouts used in the internship. — At least 4 photos depicting activities — Map showing location of restoration work, including invasive removal. 4.1. Create, market and implement a paid Sign -in sheets for all work parties indicating: green internship program for — Date of work party Tukwila residents — Number of students in $45,750 aged 14-18, or still in High School, in the Tukwila Parks attendance. — Student work hours — Staff, volunteers, and/or June 2027 System Feb- May annually. Tukwila School District representatives on -site at the time of work. — Recap of on -site education, focus of Himalayan Blackberry and Clematis removal. — Square footage and types of invasives removed. — Other restoration activities as needed. CONTRACT NO. Erumber 88 Page 6of 10 Form update date: 2023.03.23 Invoicing allowed annually with deliverable: 2025, 2026 & 2027 Total Activity 4 $45,750 Activities 1-4 Total $312,000 CONTRACT NO. Enumber Page 7of 10 Form update date: 2023.03.23 89 BUDGET Budget cannot exceed $312,000. See the Project Work Plan for activity and task descriptions. Table 1. Cost by Activity onnel and enefits PP Contractual To Activity 1 $0 $0 $0 576,100 $76,100 Activity 2 $0 $0 $0 $90,100 $90,100 Activity 3 $0 $0 $0 $100,050 $100,050 Activity 4 $0 $0 $6,000 $39,750 $45,750 Total $0 $0 $6,000 $306,000 $312,000 CONTRACT NO. Enumber Page 8of 10 Form update date: 2023.03.23 90 Table 2. Cost by Line Item Personnel and Benefits N/A Travel N/A Supplies Activity 4: Supplies for Internship Program $2,000 Annually, totaling $6,000 by the end of May 2027 Annual breakdown: The annual supply budget for the Youth Green Crew will include but not be limited to tools, gloves, hats, t-shirts, and other safety equipment needed for the field. $6,000 Contractual Activity 1: Green Jobs Training Program at Tukwila Park, Partner in Employment All tasks associated with Activity 1. $76,100 Activity 2: Professional Crew Work at Riverton Park, EarthCorps All tasks associated with Activity 2. $90,100 Activity 3: Green Jobs Training Program at Crystal Springs Park All tasks associated with Activity 3. $100,050 Activity 4: Foster High School Internship at Duwamish Hill Preserve A local 501(c)3 non-profit will be contracted to be the payee to the students in the program, providing $500 stipends to each student upon completion. May 2025, 2026, and 2027. $12,500 will be paid in stipends, $750.00 annually for admin fees. $39,750 Total $312,000 CONTRACT NO. t,:ru r ontr ct number Page 9 of 10 Form update date: 2023.03.23 91 The project described herein is located on public property or is open to public access. No grant funds can be used by SUBRECIPIENT to meet ordinary maintenance and operating expenses. By signature below, the Parties certify that the individuals listed in this document, as representatives of the Parties, are authorized to act in their respective areas for matters related to this instrument and are in agreement with its content. SUBRECIPIENT NAME Signature not required initially. Project anagers will sign after agree ent execution. Signature o h STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Date Signature Date Name Name Project Manager Project Manager Title Title 1111 Washington Street SE MS 47013 Olympia, WA 98504-7013 Address Address Telephone Telephone CONTRACT NO. Frier euntrae numhr Page 10 of 10 Form update date: 2023.03.23 92 C City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and EarthCorps, hereinafter referred to as "the Contractor," whose principal office is located at 6310 NE 74th Street Suite 201E, Seattle, WA 98115. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $90,100 at the rate described in Exhibit A. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing March 1, 2025, and ending June 30, 2027, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 93 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 94 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontracts. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 95 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 28' day of January, 2025. City signatures to be obtained by ** Contractor signature to be obtained by City Clerk's Staff ONLY. ** sponsor staff. CITY OF TUKWILA Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn, City Clerk APPROVED AS TO FORM: Office of the City Attorney CONTRACTOR: By: Printed Name: Title: Address: CA Revised May 2020 Page 4 of 4 96 City of Tukwila — Riverton Park Estimate December 2023 Prepared for: Olena Perry Volunteers & Stewardship Tukwila Parks & Recreation Olena.Perry@TukwilaWa.Gov Prepared by: Whitney Bowman EarthCorps Field Director 6310 NE 74th St, Suite 201E Seattle, WA 98115 www.earthcorps.org EarthCorps © 2023 97 Project Overview EarthCorps and the City of Tukwila will partner to restore Riverton Park's natural area. Funding for this opportunity will be through a WA DNR Forestry Grant, which the City of Tukwila will hold and manage. Riverton Park is currently stewarded by the City of Tukwila, volunteers, and other local restoration groups. EarthCorps will expand upon previous restoration conducted by volunteers and Dirt Corps. Detailed Approach The control area for Riverton Park will be along the parks "natural area". An area that is about 20,000 square feet with a 0-35% south -facing slope leading to a seasonal dry creek. Currently Riverton Park has mature deciduous canopy with a few large conifers but is overrun with aggressive species such as Ivy (Hedera helix), blackberry (Rubus aermeniacus), and invasive trees such as laurel (prunus spp.) and holly (Ilex aquifolium).The primary goal for the project is to preserve tree canopy and restore the successional trajectory of this dry-mesic conifer deciduous mixed forest. To do so EarthCorps will conduct initial restoration services using current industry standard best management practices in vegetation management/control and native plant installation. Objective 1: Phase 1 Initial Restoration • Vegetation management/control o Control aggressive invasive species utilizing mechanical, chemical and manual control techniques. • Priority target will be tree and shrub preservation by control and removal of tree ivy o Deliverable: ^' 20,000 square feet of initial restoration Objective 2 Native plant installation • Install native plants throughout the "20,000 square foot restoration area o Plant species will support the reference the dry-mesic conifer deciduous mixed forest such as: ■ Trees: Douglas Fir (Pseudotsuga menziesii), Wester Red Cedar (Thuja plicata), Hemlock (Tsuga deterophylla) and Bigleaf Maple (Acer macrophyllum) ■ Shrub: Dwarf Orgeon Grap (mahonia aquifolium), Salal (Gaultheria shallon), Red flowering current (Ribes sanguineum) and Ocean Spray (Holodiscus discolor) and vine maple (Acer circinatum) ■ Herbaceaous/ground: Sword fern (Polystichum munitum)& bracken fern 98 2026-2027 (Pteridium aquilinum) o Deliverable: 2,300 native plants • Objective 3 Maintenance o Maintain the restoration area through continued vegetation management and native plant support as needed ■ Native plant support can include the removal of invasive regrowth or watering o Deliverable: maintenance of-20,000sgft EarthCorps will provide for the following EarthCorps Crews and Staff: o An assigned project manager to coordinate with the City of SeaTac to schedule events and crew crews to ensure project goals/objectives are met o Basic hand tools along with access to power tools (such as brush cutters) and herbicide equipment o Water trucks and equipment o Personal Protective Equipment and procedures for the use of tools, equipment, and herbicide o Washington state licensed herbicide application onsite as needed o Workers' compensation, and health insurance o Administrative payroll and human resources The City of Tukwila will provide the following o Access to the site o Any necessary permits to conduct work Estimated Timeline 2024-2025 Objective 1: Restoration Objective 2: Planting 1 Tree planting 2025-2026 Objective 1: Initial Objective 2: Planting Objective: 3 Maintenance 6 7 Control around trees Shrub and ground Native plant support and vegetation control 99 Budget Break Down: Narrative Scope of Work: Southgate Park: 11 acre park 0-50 e slope with depression in center. Dry-mesic conifer deciduous forest. Cr Dominant invasive species: In & blackberry. Target Ivy trees hrough east corner of property. Dates and Name Days in field: 26 S 2.125.DO 55,250.OD Project Managemei 52 S 135.00 7.020.+00 Field p is list Materials coordination 21 Materials Plants Herbicide Watering 12x/year Includes delivery $3.50-4/plant S 14,500.00 S 259.06 S 1,500.00 14,500.DO 259.D0 1,500.D0 80,209.00 Crew Labor 55,250.00 Project Managemei 7,020.00 Field p islist 1,680.00 Materials 16,259.00 Subtotal 80,209.00 Materials & Handling Fee S 1,625.7D TOTAL FEE 81,834.70 Sales Tax: 10.1% Location Code_'1729 S 8,265.30 TOTAL PAYABLE $ 90,loo.00 Organizational Profile EarthCorps Background EarthCorps is a non-profit organization founded in 1993 with a mission to develop leaders to strengthen community and restore the health of our environment. EarthCorps provides a year -long intensive program for young adults from the US and 80 other countries to learn best practices in 100 community -based environmental restoration and develop their leadership skills as they supervise 10,000 volunteers each year. Local Restoration EarthCorps' core expertise is community -based environmental restoration. We regard restoration as a process of reestablishing healthy habitat: returning a polluted or degraded environment as closely as possible to a thriving, self-sustaining ecosystem. As restoration practitioners, our goal is to expedite natural processes in rebuilding a functioning natural ecosystem. Environmental service is a uniquely effective way to build community. When people put their hands into the dirt together and see their efforts transform a threatened area into a more vibrant landscape, they forge a special bond, empowering themselves and their community. 101 102 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Partner in Employment, hereinafter referred to as "the Contractor," whose principal office is located at 21400 International Blvd Suite 302, SeaTac, WA 98198. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $76,100 at the rate described in Exhibit A. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing March 1, 2025, and ending June 30, 2027, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 103 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating CA Revised May 2020 Page 2 of 4 104 of not less than A: VII. E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 105 14. SevemabiUity and SmrwhwaU' If any tumn, condition or provision of this Agreement is declared void or unenforceable or limited in its @pp|iC8tOD or effect, such event Sh@U not affect any other p[OViSiOnS hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which bvtheir sense and context are reasonably intended tosurvive the completion, expiration orcancellation of this /\OPg8DleDL' Sh8|| survive Le[OliD@iiOD of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City OfTukwila 62OOGouthmenLerBlvd. Tukwila, Washington 98188 Notices 0othe Contractor shall be sent tothe address provided bvthe Contractor upon the SigO@tUP8 |iD8 below. 16. AWDDUicmb|e Law: Venue: A*tommey's Fees' This Agreement ehoU be governed by and construed in accordance with the laws of the State of Washington. In the evert any suit, orbitroUon, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue Sh8|| be properly laid in King County, Washington. The prevailing party in any such action shall be entitled toits ottorney'afees and costs ofsuit. DATED this 28 th day of January, 2025. City signatures to be obtained by Contractor signature to be obtained by City Clerk's Staff ONLY. ** sponsor staff. ** CITY OF TUKWILA Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn, City Clerk APPROVED AS TO FORM: Office of the City Attorney By: Printed Name: Address: CARevised May 202O Page 4nf4 106 2025 — 2027 Partner in Employment Work Plan Organization Background: Partner in Employment (PIE) is a 501(c)3 non-profit organization that aims to address the challenges of employment among refugees and immigrants in Washington. PIE's staff, board members, and volunteers bring a deep understanding of the diverse needs of South King County's new communities. Thanks to the hard work of our diverse faculty, and philanthropic efforts of our donors, we are able to create livable wage employment opportunities for immigrants and refugees in Washington State. By providing in -language, culturally -competent program designs that responsively support the goals of each client, we are able to build sustainable self-reliance in the immigrant and refugee community. Program Background: Partner in Employment's Restoration Training Crew (PIE Crew) provides green jobs training for immigrant and refugee youth and young adults. While in the program participants earn a stipend while completing restoration projects in city parks, receive environmental education and learn about environmental careers by meeting with professionals. PIE Crew: PIE Crew consists of 10-15 members and a minimum of two leads. PIE Crew complete projects that physically improve the natural environment such as invasive species removal, native plant installations, and maintenance. Crew hours vary by season. For the Spring/Fall/Winter, crew hours are Monday — Friday from 3:00pm- 6:00pm, and some weekends. For the Summer, crew hours are Monday — Friday from 10:00am-3:00pm. Project Overview 107 Partner in Employment shall provide job training programming for 45 participants, including recruitment, training, and educational opportunities. Case managers will recruit from Partner in Employment's community of clients and partner organizations and can speak with families in their native languages to provide programming information. Participants will be trained in technical field skills including weed species removal, tool and body safety, planting techniques (during planting season), proper disposal or composting of organic matter, plant identification, etc. Participants will practice these skills by completing restoration projects at Tukwila Park. Programming will include educational field trips and outdoor recreation opportunities to provide space for building connections and comfort in the outdoors. Environmental education curriculum provided by PIE staff and guest speakers will include: the why's of restoration, importance of urban forests, ecosystems and habitats, traditional ecological knowledge, salmon life cycle, and more. Additional skills such as planting plan creation, and other survey and monitoring techniques may be included. Job skills topics will include: resumes and cover letters, job searches, interviews, workers' rights, team building, and professionalism. Program outcomes for each participant will include mastery of technical restoration skills, completion of a resume, and reflection on future career goals and next steps. Timeline Partner in Employment with the support of Tukwila Parks and Recreation will run 4 weeks of programming per year at Tukwila Park. There will be three cohorts per year (Spring, Summer, Fall) and 10 —15 participants per cohort, each completing 20 - 30 hours of programming per week. Year Q1 Q2 - Spring Q3 - Summer Q4 - Fall 2025 Program Planning, Curriculum Development, and Participant Recruitment Invasive Removal & Maintenance n/a n/a 2026 Program Planning, Curriculum Development, and Participant Recruitment n/a Invasive Removal & Maintenance Programming Completed 2027 Reporting n/a n/a n/a 108 Budget Expenses related to Partner in Employment's Restoration Training Crew includes staffing, equipment & supplies, transportation & other support services, professional services, field trips, organizational overhead and paying stipends to participants in the job training program. Program Manager Crew Lead Assistant Crew Lead Youth Engagement Intern Youth Stipends Supplies Rentals Mileage Overhead $39.75 $30.00 $25.00 $19.06 $0.670 10% III IIIIIIIIIIIIIIIIIl 0001110000000 I001I1010IIIIII uuiuuuulluu 160 $6,360.00 100 100 100 800 400 $3,000.00 $2,500.00 $2,100.00 $15, 248.00 $2,842.3 $480.00 $268.00 $3,279.83 Total Program Manager Crew Lead Assistant Crew Lead Youth Engagement Intern Youth Stipends Supplies Rentals Mileage $39.60 $30.00 $25.00 $21.00 $19.06 $0.670 $36,078.17 lu' �� puouuu1uuuuuoullrmi IIIIIII 100 $3,960.00 100 100 100 1200 400 $3,000.00 $2,500.00 $2,100.00 $22, 872.00 $1,683.48 $- $268.00 Overhead 10% $3,638.35 Total $40,021.83 TOTAL 2025 - 2027 $76,100.00 109 110 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and DirtCorps, hereinafter referred to as "the Contractor," whose principal office is located at 8001 14th Ave NE Suite A, Seattle, WA 98115. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $100,050 at the rate described in Exhibit A. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing March 1, 2025, and ending June 30, 2027, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, CA Revised May 2020 Page 1 of 4 111 then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 112 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontracts. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or CA Revised May 2020 Page 3 of 4 113 unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 28' day of January, 2025. ** City signatures to be obtairn City Clerk's Staff ONLY. *� CITY OF TUKWILA d by ** Contractor signature to be obtained by sponsor staff. ** Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Andy Youn, City Clerk APPROVED AS TO FORM: Office of the City Attorney CONTRACTOR: By: Printed Name: Title: Address: CA Revised May 2020 Page 4 of 4 114 The DIRT Corps Date: 1/3/2024 s (206) 250-9285 Bill to: Tukwila Parks and Recreation * �-• - * Roseann@thedirtcorp.com Site: Crystal Springs Park 8001 14th Ave NE Suite A 2024-2027 Seattle, WA 98115 Scope of Work: Crystal Springs professional and training crews. Manual and Chemical weed removal, planting and maintenance. Labor Rate Amount Project Management, Ecologist, Educator 40 $ 150.00 6000 Crew Lead / Instructor: 27 days ( + outreach, recruitment) 215 $ 85.00 18275 Crew labor ( steep slopes, herbicide): 12 days 384 $ 68.00 26112 Training Crew labor (Veg management, Planting): 12 days 336 $ 60.00 20160 Labor Subtotal: $ 70,547.00 Supplies & Materials Quantity Price each Amount Materials: 700 trees, 200 understory shrubs, herbicide, delivery and procurement 1 $ 11,937.00 $ 11,937.00 Supplies & Materials Subtotal: $ 11,937.00 Project Subtotal $ 82,484.00 Admin and reporting 10% $ 8,305.47 Invoice Subtotal $ 90,789.47 Tax Rate 10.20% Sales Tax $ 9,260.53 ESTIMATE INVOICE TOTAL $ 100,050.00 The DIRT Corps Roseann Barnhill The DIRT Corps Signature/Date: Client Printed Name/Date: [name of project if applicable] Signature/Date: 115