Agreement Between

The State of Washington, Department of Ecology AND Port of Seattle

THIS AGREEMENT is made and entered into by and between the Department of Ecology, hereinafter referred to

as "ECOLOGY", and

Port of Seattle,

hereinafter referred to as the "SPONSOR."

IT IS THE PURPOSE OF THIS AGREEMENT to provide Washington Conservation Corps (WCC) members to

complete environmental or disaster services projects, pursuant to Chapter 43.220 of the Revised Code of

Washington.

SPONSOR derives its legal authority to act from its enabling statutes, Title 53 RCW and Chapter 14.08 RCW.

SPONSOR has legal authority to undertake wetland vegetation management on SPONSOR-owned properties,

including wetland mitigation sites for the Seattle-Tacoma International Airport.

THEREFORE, IT IS MUTUALLY AGREED THAT:

STATEMENT OF WORK

Both parties agree to do all things necessary for or incidental to the performance of the work set forth in Appendix

“A” attached hereto and incorporated herein.

PERIOD OF PERFORMANCE

Subject to its other provisions, the period of performance of this Agreement shall commence on

9/1/2020

and be completed on

8/31/2025

, unless terminated sooner as provided herein. The WCC Crew and/or WCC

Individual Placement corpsmember specified in this agreement will be available to SPONSOR on the dates set forth

on the calendar in Appendix “B” attached hereto and incorporated herein.

COMPENSATION

The parties have determined that the cost of accomplishing the work herein will not exceed $1,500,000. Payment for

satisfactory performance of the work shall not exceed this amount unless the parties mutually agree to a higher

amount.

For the 2020-2021 WCC service year, compensation for services shall be based on a daily rate of $1,180 per crew

day. Overnight spike costs will be charged at the rate of an additional $150 per crew day for food only or $400 per

crew day for food and lodging. Indirect costs are included in the SPONSOR share at a standard rate of 5% of direct

costs. For future crew years, rates will be specified in work orders for this contract.

The costs reimbursed to ECOLOGY by SPONSOR are a cost-share rate. Estimated value of a WCC crew is

$258,027 annually per WCC Crew consisting of five WCC/AmeriCorps Members and one WCC Supervisor and/or

$34,333 annually per WCC Individual Placement. Indirect costs are included in SPONSOR share at a standard rate

of 5% of direct costs.

BILLING PROCEDURE

ECOLOGY shall submit invoices monthly to the SPONSOR’s designated contact person listed under “Agreement

Management” section. Payment to ECOLOGY for approved and completed work will be made by warrant or account

transfer by SPONSOR within 30 days of receipt of the invoice. Upon expiration of the Agreement, any claim for

payment not already made shall be submitted within 30 days after the expiration date or the end of the fiscal year,

whichever is earlier.

WCC-2007 Page 1 of 7

Item No. 6e_attach

Meeting Date: October 13, 2020

AGREEMENT ALTERATIONS AND AMENDMENTS

This Agreement 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.

ASSIGNMENT

The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by

either party in whole or in part, without the express prior written consent of the other party, which consent shall not be

unreasonably withheld.

ASSURANCES

Parties to this Agreement agree that all activity pursuant to this contract will be in accordance with all the applicable

current federal, state and local laws, rules, and regulations.

CONFORMANCE

If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered

modified to conform to that statute or rule of law.

DISPUTES

If a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each

party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly

appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms and

applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall

be final and binding on the parties hereto.

As an alternative to this process, if SPONSOR is a state agency, either of the parties may request intervention by the

Governor, as provided by RCW 43.17.330, in which event the Governor's process will control.

FUNDING AVAILABILITY

The obligation of the SPONSOR to provide reimbursements is contingent upon appropriation of funds by the

SPONSOR’s governing body for the specific purpose of funding the project, which is the subject of this Agreement.

Upon the failure of such appropriation, the SPONSOR may terminate this Agreement.

ECOLOGY’s ability to provide cost-share is contingent on availability of funding. In the event funding from state,

federal, or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to completion

or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate the agreement, in whole

or part, for convenience or to renegotiate the agreement subject to new funding limitations and conditions. ECOLOGY

may also elect to suspend performance of the agreement until ECOLOGY determines the funding insufficiency is

resolved. ECOLOGY may exercise any of these options with no notification restrictions.

GOVERNING LAW AND VENUE

This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington

and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. This

Agreement 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.

This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington

and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws.

INDEMNIFICATION

To the fullest extent permitted by law, each party shall defend, indemnify, and hold harmless the other party, including

officials, agents, and employees from and against all claims of third parties, and all associated losses arising out of or

resulting from the performance of the contract. “Claim,” as used in this contract, means any financial loss, claim, suit,

action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness,

disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Parties

waive their immunities under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the

other party and their agencies, officials, agents or employees.

WCC-2007 Page 2 of 7

INDEPENDENT CAPACITY

he employees or agents of each party who are engaged in the performance of this Agreement shall continue to be

mployees or agents of that party and shall not be considered for any purpose to be employees or agents of the other

party

ORDER OF PRECEDENC

In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or

rule, the inconsistency shall be resolved by giving precedence in the following order

1. Applicable federal and state of Washington statutes, regulations, and rules

. Mutually agreed written amendments to this Agreemen

3. This Agreemen

. Statement of Work and Budget.

. Any other provisions of this Agreement, including materials incorporated by reference

RECORDS MAINTENANC

he parties to this Agreement shall each maintain books, records, documents and other evidence that sufficiently and

properly reflect all direct and indirect costs expended by either party in the performance of the service(s) described

herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel

uly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books,

records, documents, and other material relevant to this Agreement will be retained for six years after expiration of this

greement and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall

have full access and the right to examine any of these materials during this period.

Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain

he property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available

his material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity

o respond. Each party will utilize reasonable security procedures and protections to assure that records and

ocuments provided by the other party are not erroneously disclosed to third parties subject to state public disclosure

laws

RESPONSIBILITIES OF THE PARTIES

Each party of this Agreement hereby assumes responsibility for claims and/or damages to persons and/or property

resulting from any act or omissions on the part of itself, its employees, its officers, and its agents. Neither party will be

onsidered the agent of the other party to this Agreement.

RIGHTS IN DAT

Unless otherwise provided, data, which originates from this Agreement shall be "works for hire" as defined by the U.S.

o, reports, documents, pamphlets, advertisements, books magazines, surveys, studies, computer programs, films,

apes, and/or sound reproductions. Ownership includes the right to copyright, patent, register, and the ability to

ransfer these rights

SEVERABILITY

If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid,

uch invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid

provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this

greement, and to this end the provisions of this Agreement are declared to be severable

ERMINATION FOR CAUS

If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if

ither party violates any of these terms and conditions, the aggrieved party will give the other party written notice of

uch failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15

orking days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice

f the a

rieved

art

to the other

WCC-2007 Page 3 of 7

ERMINATION FOR CONVENIENC

Either party may terminate this Agreement upon 30 days' prior written notification to the other party. If this Agreement

is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the

erms of this Agreement prior to the effective date of termination

AIVE

failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent

xercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be

uch in a writing signed by an authorized representative of the party and attached to the original Agreement

LL WRITINGS CONTAINED HEREIN

his Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or

therwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto

GREEMENT MANAGEMEN

he program manager for each of the parties shall be responsible for and shall be the contact person for all

ommunications and billings regarding the performance of this Agreement

The Contract/Program Manager for ECOLOGY is

The Contract/Program Manager for SPONSOR is

Travis Weller

PO Box 47600

Olympia, WA 98504

(360) 742

-87

travis.weller@ecy.wa.gov

IN WITNESS WHEREOF, the parties have executed this Agreement.

___________ ___________

Date

SPONSOR

_______________________

Signature

Date

____________________________________

State of Washington

Department of ECO

LOGY

_______________________

Signature

Printed Name, Title

WCC-2007 Page 4 of 7

osh Feigin

PO Box 1209

Seattle WA 98111

(206) 787-6798

Feigin.J@portseattle.org

1. WCC resources (members, supervisors, tools and trucks) will not be utilized to clear active or abandoned homeless

encampments and/or to clean up hazardous materials including hypodermic needles. If a significant amount of

hazardous or unidentifiable material is discovered on a project site, activity will cease until SPONSOR mitigates

potential hazards or finds an alternate project site.

2. WCC vehicle is not to be used for heavy hauling; the primary use is for transportation of crew, tools, and safety

equipment. In the event that WCC vehicles are requested to tow SPONSOR-provided equipment (including rentals), it

will only be on a limited basis and SPONSOR is solely responsible for accidental damages, unless damages are

caused by WCC negligence.

3. WCC is not responsible for normal wear and tear when project requires the use of SPONSOR-provided tools,

equipment, or safety gear.

4. The assignment of members shall not result in the displacement of currently employed workers, including partial

displacement such as reduction in hours of non-overtime work, wages, or other employment benefits. Agencies that

participate in the program may not terminate, lay-off, or reduce working hours of any employee for the purpose of

using a member with available funds. In circumstances where substantial efficiencies or a public purpose may result,

participating agencies may use members to carry out essential agency work or contractual functions without

displacing current employees.

5. All state holidays and shutdown weeks are non-working days for members. Shutdown weeks are to be used by

WCC staff/supervisors for planning purposes. The WCC standard 40-hour schedule is Monday through Thursday from

7:00am to 5:30pm. An alternate schedule may be arranged with prior approval from the WCC.

6. WCC’s cost-share rate is calculated using the full costs of supporting WCC crews and IPs, including time spent

training, required community service events, shutdowns, etc. Indirect costs are included in SPONSOR share at a

standard rate of 5% of direct costs.

7. If inclement weather makes a project site inaccessible, then the sponsor should reassign the WCC crew or IP to

alternative projects in an accessible location.

In inclement weather, WCC crews follow the weather-related guidance (e.g. shut-down, delayed start, early end, etc.)

from the regional Ecology office closest to the crew lock-up or IP service location. If the member’s assigned location is

more than one hour from an Ecology regional office, then WCC follows weather-related guidance of federal, state and

local governments. Only WCC can instruct a crew or IP to shut-down due to weather. Sponsors are not charged for

WCC-initiated, weather related shut-downs or delays.

If a shut-down is requested by a sponsor for any reason, then the sponsor is responsible for crew costs.

ECOLOGY shall:

1. Provide WCC members for the number of weeks specified in work orders under this agreement. For the 2020-2021

WCC

program year, crews are only available on dates specified in the calendar in Appendix B. For future crew years,

ECOLOGY will provide a WCC crew calendar to SPONSOR as part of work orders.

2. For the 2020-2021 crew year, ECOLOGY will enroll members

to begin service no sooner than October 5, 2020 and

no later than October 19, 2020 to attain a full AmeriCorps scholarship. Member vacancies may be filled with a 900

hour, half-term AmeriCorps Education Award beginning March 24, 2021. Any further member enrollment for the

remainder of the program year is at the discretion of ECOLOGY and based on availability.

3. In the event of a disaster response deployment, ECOLOGY will make every effort to fulfill SPONSOR needs,

including sending additional members, whenever possible. Unless disaster response activities are requested by the

sponsor, sponsors are not charged for WCC’s emergency and disaster responses.

STATEMENT OF WORK

Appendix A

Work summary:

Under direction of SPONSOR, crew(s) will perform restoration activities. Specific tasks could include invasive

control, native species installation, plant nursery care, scientific monitoring, and fence installation or repair.

Under this agreement, crews will be assigned based on work orders which will specify dates of service, the number

of WCC crew days, an estimate of spike costs, and a total cost for the work allowed under the work order.

Special terms and conditions:

WCC-2007 Page 5 of 7

4. Provide training and development specified in Appendix B: four (4) days of formal WCC training, a two to four day

Orientation Training, one day dedicated to MLK Community Service, and one day for a debrief meeting near the

conclusion of the term. Beyond dates included in Appendix B, Ecology will schedule up to 6 additional days of

Supervisor training during the term. WCC members and supervisors are logging hours on the dates identified for

WCC-sanctioned events, but are unavailable to SPONSOR. ECOLOGY will provide a 4-day Assistant Supervisor

training to the designated Assistant Supervisor.

5. For crews, ECOLOGY agrees to provide a crew of 5 members, a crew supervisor, vehicle, and basic hand tools.

Rates are not based on actual attendance, however, invoices will be reduced for member or supervisor vacancies

lasting 20 days or more.

SPONSOR shall:

1. Guide completion of appropriate projects for number of weeks specified in work orders by providing logistical,

technical a

nd safety-related support necessary for project completion. Provide site orientation for WCC members,

site-specific training, and materials beyond basic hand tools to complete tasks. Obtain and ensure adherence to

applicable permits as set by local, state, tribal or federal laws and regulations.

2. Help promote the AmeriCorps and WCC brands, logo, slogans and phrases. WCC will provide camera-ready logo.

AmeriCorps is a registered service mark of the Corporation for National and Community Service.

AmeriCorps Prohibited Activities:

While charging time to the AmeriCorps program, accumulating service or training hours, or otherwise performing

activities supported by the AmeriCorps program or CNCS, staff and members may not engage in the following

activities (see 45 CFR § 2520.65):

A. Attempting to influence legislation;

B. Organizing or engaging in protests, petitions, boycotts, or strikes;

C. Assisting, promoting, or deterring union organizing;

D. Impairing existing contracts for services or collective bargaining agreements;

E. Engaging in partisan political activities, or other activities designed to influence the outcome of an election to

any public office;

F. Participating in, or endorsing, events or activities that are likely to include advocacy for or against political

parties, political platforms, political candidates, proposed legislation, or elected officials;

G. Engaging in religious instruction, conducting worship services, providing instruction as part of a program that

includes mandatory religious instruction or worship, constructing or operating facilities devoted to religious

instruction or worship, maintaining facilities primarily or inherently devoted to religious instruction or worship, or

engaging in any form of religious proselytization;

H. Providing a direct benefit to—

I. A business organized for profit;

II. A labor union;

III. A partisan political organization;

IV. A nonprofit organization that fails to comply with the restrictions contained in section 501(c)(3) of the

Internal Revenue Code of 1986 related to engaging in political activities or substantial amount of

lobbying except that nothing in these provisions shall be construed to prevent participants from

engaging in advocacy activities undertaken at their own initiative; and

V. An organization engaged in the religious activities described in paragraph 3.g. above, unless CNCS

assistance is not used to support those religious activities;

I. Conducting a voter registration drive or using CNCS funds to conduct a voter registration drive;

J. Providing abortion services or referrals for receipt of such services; and

K. Such other activities as CNCS may prohibit.

AmeriCorps members may not engage in the above activities directly or indirectly by recruiting, training, or managing

others for the primary purpose of engaging in one of the activities listed above. Individuals may exercise their rights

as private citizens and may participate in the activities listed above on their initiative, on non-AmeriCorps time, and

using no

-CNCS funds. Individuals should not wear the AmeriCorps logo while doing so

WCC-2007 Page 6 of 7

ppendix B

WCC CALENDAR

WCC-2007 Page 7 of 7