HomeMy WebLinkAboutAG 20-538 - Earthcorps RETURN TO: PW ADMIN ExT: 2700 ID#: 3849
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT/DIV: PUBLIC WORKS/SWM
ORIGINATING STAFF PERSON: Leah Myhre EXT: 2752 3. DATE REQ.BY: 12/18/2020
�. TYPE OF DOCUMENT(CHECK ONE):
O CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
0 PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT
0 PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT
0 GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG
p REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
O ORDINANCE 0 RESOLUTION
0 CONTRACT AMENDMENT(AG#):20-538 0 INTERLOCAL
O OTHER
G. PROJECTNANIE: Habitat Assessment Update and Restoration Planning
i. NAME OF CONTRACTOR: EarthCOrpS
ADDRESS: 6310 NE 74th St., Suite 210E, Seattle, WA 98115 TELEPHONE: (206) 322-9296
E-MAIL: bill(dearthcorps.ora (Bill Brosseau coordinates, Steve signs) FAX: (206) 322-9312
SIGNATURENAME: Steve ❑ubiel TITLE: Executive director
i. EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHEF
REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# BL,EXP. 12/31/_ UBI# ,EXP.
TERM: COMMENCEMENT DATE: July 29, 2020 COMPLETIONDATE: March 31, 2021
i. TOTAL COMPENSATION:$7,350.00 (INCLUDE EXPENSES AND SALES TAX,1F ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 13 YES d NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: 13 YES 0 NO IF YES,$ PAID BY: O CONTRACTOR O CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
in PURCHASING: PLEASE CHARGE TO: 401-3100-630-542-48-410
!. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
8 PROJECT MANAGER LM/12-14-20
8 DIVISION MANAGER TLPT/12 14 20
6 DEPUTY DIRECTOR Dsw 12/16/20
6 DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
6 LAW DEPT MP 12/21/2020
0. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: N/A COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: N/A COUNCIL APPROVAL DATE:
1. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.
INITIAL/DATE SIGNED
❑ FINANCE DEPARTMENT
SLAW DEPT
,p,SIGNATORY(MAYOR OR DIRECTOR)
,IYCITY CLERK dl
❑ ASSIGNED AG# AG
❑ SIGNED COPY RETURNED DATE SENT:
OMMENTS:
?XECUTE"2 "ORIGINALS
Driginal PSA is included in folder for reference.Bill Brosseau coordinates;Steve Dubiel signs.Bill sent confirmation of Steve's signature authority back in late July.
(hanks!:)
1/2020
CITY OF CITY HALL
Feder 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253)835-7000
mm ciryoffederahvay.com
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
HABITAT ASSESSMENT UPDATE AND RESTORATION PLANNING
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and EarthCorps, a Washington public benefit corporation ("Contractor"). The City and
Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the
original Agreement for Habitat Assessment Update and Restoration Planning("Agreement")dated effective July 29,
2020, as follows:
1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 ofthe Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no
later than March 31,2021 ("Amended Term")due to unforeseen scheduling issues with the Contractor that delayed
completion of the Services. The Amended Term will allow additional time for the completion of the Services,
invoicing by the Contractor, and payment by the City within the Agreement term.
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by
either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - 1 - 3/2017
ITY OF
CFedera�l Way CITY HALL
33325 8th Avenue South
Federal Way,WA 98003-6325
(253)835-7000
www.cityoffederahvay..com
IN WITNESS,the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
By:
Ji errt. , Mayor pfifnie Courtney, CMC, C' y lerk
DATE: S APPROVED AS TO FORM:
WCA
J. Ryan Call, City Xttorney
EARTHCORPS:
By: �v
Printed Name: Steve Dubiel
Title: Executive Director
Date: z- .
STATE OF WASHINGTON )
ss.
COUNTY OF�.._�
On this day personally appeared before me StUL �U�biII _ . to nie known to be the
taWivt thdK of EWhUrps that executed the fore��?ing
instrument,and acknowledged the said instrtument to be the fi,ee and voluntary act and deers of said corporation. for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this M day of b(,T , 20IQ
,it�s�����e��► Notary's signature
.��� "CING C �rf� Notary's printed name 1 lA
�` �5° ;yy�,.� Notary Publi in anti for the State of Washington.
. � stag�
% My commission expires Oil 2.31202.1
NOTARY N
= cnl PUBLIC z
y l% ^0 0
AMENDMENT -2 - 3/2017
L1 a
La
EARTHCORPS
7322-1 6310 NE 74TH ST STE 201 E
SEATTLE WA 98115-8168
DETACH BEFORE POSTING
BUSINESS LICENSE i
STATE OF Issue Date: Jun 19, 2020
WASHINGTON Unified Business ID#: 601459107
!, Nonprofit Corporation Business ID#: 001
Location: 0001
EARTHCORPS Expires:Apr 30, 2021 .
6310 NE 74TH ST STE 201E
SEATTLE, WA 98115-8168
UNEMPLOYMENT INSURANCE -ACTIVE INDUSTRIAL INSURANCE -ACTIVE
I' TAX REGISTRATION -ACTIVE
CITY ENDORSEMENTS:
4"
ISSAQUAH NONPROFIT BUSINESS -ACTIVE
KIRKLAND NONPROFIT BUSINESS - ACTIVE
{' MERCER ISLAND GENERAL BUSINESS - NON-RESIDENT#40159-ACTIVE
_ FEDERAL WAY GENERAL BUSINESS- NON-RESIDENT#11-100801-00-BL-ACTIVE
LYNNWOOD GENERAL BUSINESS- NON-RESIDENT (EXPIRES 2/28/2021)-ACTIVE
1;44 BURIEN NONPROFIT BUSINESS#05409 - ACTIVE
LICENSING RESTRICTIONS:
Not licensed to hire minors without a Minor Work Permit,
REGISTERED TRADE NAMES:
WORLD CONSERVATION CORPS
F'
#1 I
i,
I
i
Y
This document lists the registrations,endorsements,and licenses authorized for the business
a licensee
named above.By accepting this document,the lic n certifies the information on the application
was complete,true,and accurate to the best of his or her knowledge,and that business will be
conducted in compliance with all applicable Washington state,county,and city regulations. Director,Department of Revenue
T
BANK RESOLUTIONS
WHEREAS, the following resolutions are hereby adopted with respect to all
future banking and investment matters for EarthCorps:
NOW, THEREFORE, IT IS RESOLVED, that each of the Executive Director and
the Treasurer of EarthCorps (each, an "Authorized Officer") is hereby authorized
to designate as depository or depositories of funds of EarthCorps, and to open an
account or accounts of EarthCorps, including, but not limited to, checking,
savings, safety deposit box and any other special accounts, with any such banks,
brokerages, money market fiends, mutual funds or other financial institutions (all
such institutions being referred to as "Financial Institutions') as they may
select.
RESOLVED FURTHER, that each Authorized Officer and the Development
Director and Director of Programs of EarthCorps (each, a "Management
Signatory") is individually authorized to endorse for deposit any checks, drafts or
other evidences of indebtedness made payable to the order of EarthCorps;
RESOLVED FURTHER, that each Authorized Officer and each Management
Signatory shall be authorized to sign on behalf of EarthCorps checks, drafts and
other orders obligating EarthCorps to pay money with respect to any funds
standing to the credit of EarthCorps in such account or accounts; provided,
however, that if the amount payable is in excess of$10,000, the advance approval
of the Treasurer or the Board President shall be required and the signature of the
Executive Director or Treasurer shall be required on behalf of EarthCorps.
RESOLVED FURTHER, that EarthCorps is authorized to enter into arrangements
with any Financial Instituition designated by any Authorized Officer, and that any
documentation, including but not limited to, the standard form of corporate
resolutions required now or in the future by each such Financial Institution in
connection with such arrangements are hereby adopted and/or ratified as
resolutions of the Board (provided that such documentation is consistent with the
authority granted in these resolutions), and each Authorized Officer is hereby
authorized to (a) obtain the necessary signatures of the officers of EarthCorps or
any such documentation, (b) execute the necessary certifications, including any
document to certify that such resolutions have been duly adopted by the Board
and (c) take such other steps as needed to open and manage such accounts.
GENERAL SIGNING AUTHORITY
RESOLVED, that EarthCorps' Executive Director is hereby authorized to sign
and deliver any agreement (including indebtedness) in EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Treasurer or the
Board President; and provided farther, that any such agreement or obligation that
is outside of the ordinary course of EarthCorps' business (i.e., not specified as
reimbursable for projects in fee-for-service contracts or grant-funded projects)
shall require approval or ratification (as deemed appropriate by the Board
President) from the full Board of Directors.
RESOLVED FURTHER, that the Treasurer is hereby authorized to sign and
deliver, or to delegate authority to the Management Signatories to sign and
deliver, any agreement (including indebtedness) in EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Board
President; and provided further, that any such agreement or obligation that is
outside of the ordinary course of EarthCorps' business (i.e., not specified as
reimbursable for projects in fee-for-service contracts or grant-funded projects)
shall require approval or ratification (as deemed appropriate by the Board
President)from the full Board of Directors.
Duy Tran
Secretary 9/19/2014
oian-tanni,orps
Executive Director
Steve has led EarthCorps since 1999. ` %orking with a talented staff, he
developed innovative programs and partnerships that have engaged
more than 200,000 volunteers, seeded a broad environmental
stewardship movement around Puget Sound, and built a network of
more than 1,000 environmental leaders spanning nearly 80 countries.
Steve joined EarthCorps after a stint at Children's Defense Fund in
Washington, DC. He serves on the board of Restore America's
Estuaries,the Green Seattle Partnership Executive Council,the
Mountaineers Advisory Council,the Mountains to Sound Greenway
Technical Advisory Committee, and the Earth Day NW 2020 Leadership
Group.
Steve's interest in conservation was seeded climbing trees and a large
rock outcropping in his backyard as well as building trails in the North
Cascades National Park as a high school student. His passion for
international exchange was strengthened when he participated in the
first ever US-India business school exchange where he studied at
Indian Institute of Management— Bangalore as part of his MBA
program at the UW Foster School of Business.
r
https://www.earthcorps.orglour-story/people/staff/ 1/1
RETURN TO: PW ADMIN EXT: 2700 ID #: 3744
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT/DIV: PUBLIC WORKS / SWM
ORIGINATING STAFF PFRSONv Leah Myhre EXT: 2752 3. DATE REQ. B,,. 5/15/2020
TYPE OF DOCUMENT (CHECK ONE):
O CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
O PUBLIC WORKS CONTRACT O SMALL OR LIMITED PUBLIC WORKS CONTRACT
Q PROFESSIONAL SERVICE AGREEMENT O MAINTENANCE AGREEMENT
O GOODS AND SERVICE AGREEMENT O HUMAN SERVICES/ CDBG
O REAL ESTATE DOCUMENT O SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
O ORDINANCE O RESOLUTION
O CONTRACT AMENDMENT (AG#): O INTERLOCAL
O OTHER
G. PROJECT NAME: Habitat Assessment Update and Restoration Planni
i. NAME OF CONTRACTOR: Earth Corps
ADDRESS: 6310 NE 74th St., Suite 210E. Seattle, WA 98115 TELEPHONE: (206) 322-9296
E-MAIL: bill a earthcorgs.ora FAX: (206) 322-9312
SIGNATURE NAME: -Bill Brosseau TITLE: Field Director
i. EXHIBITS AND ATTACHMENTS: p SCOPE, WORK OR SERVICES O COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE Q ALL OTHEF
REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # BL, EXP. 12/31 / UBI # , EXP.
'. TERM: COMMENCEMENT DATE:.duly 1, 2020
COMPLETION DATE. December 31, 2020
TOTAL COMPENSATION: $ 7,350.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: m YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: m YES O NO IF YES, $ PAID BY: O CONTRACTOR O CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
d PURCHASING: PLEASE CHARGE TO: 401-3100-630-542-48-410
DOCUMENT / CONTRACT REVIEW
8 PROJECT MANAGER
A DIVISION MANAGER
8 DEPUTY DIRECTOR
8 DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
8 LAW DEPT
INITIAL / DATE REVIEWED
LM / 5-7-20
DSW 6-16-20
ER 6/22/2020
INITIAL / DATE APPROVED
0. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: N/A COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: N/A COUNCIL APPROVAL DATE:
1. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE S IGN ED
❑ FINANCE DEPARTMENT
FLAW DEPT r
SIGNATORYAYO R DIRECTOR) q [�
CITY CLERK
❑ ASSIGNED AG # A {�
❑ SIGNED COPY RETURNED DATE SENT:
:OMMENTS:
;XECUTE " 2 " ORIGINALS
=arthCorps' 2014 Maintenance Priorities is attached, as it is referenced in Exhibit A "Services".
-egal - do we need to provide a prevailing wages exhibit for this?
rhanks! :)
1/2020
CITY OF CITY HALL
Fe d e ra l INS 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
mm cilyoffederalway corn
PROFESSIONAL SERVICES AGREEMENT
FOR
HABITAT ASSESSMENT UPDATE AND RESTORATION PLANNING
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and EarthCorps, a Washington public benefit corporation ("Contractor"). The City and Contractor
(together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under
this Agreement:
EARTHCORPS:
Bill Brosseau, Field Director
6310 NE 74`" St., Suite 210E
Seattle, WA 98115
(206) 322-9296 (telephone)
(206) 322-9312 (facsimile)
The Parties agree as follows:
CITY OF FEDERAL WAY:
Leah Myhre, Water Quality Program Coordinator
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2752 (telephone)
(253) 835-2709 (facsimile)
leah.myhre.@cityoffederalway.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the
date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any
event no later than December 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"),
attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other
similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's
satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.
The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to
obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this
Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or
delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services
in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its
substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party
thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the
Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this
Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed'a maximum
amount and according to a rate or method as delineated in Exhibit B ("Compensation"), attached hereto and incorporated by
this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall
remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely
responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and
payment under this Agreement.
PROFESSIONAL SERVICES AGREEMENT - I - Rev. 3/2017
CITY OF
011ANn, Federal Way
CITY HALL
33325 Sth Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wmv cityoffederalmy-com
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Services have been performed, the name of the personnel performing
such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon
completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed
and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice.
If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply
with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement.
4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting
from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this
Agreement, except for that portion of the claims caused by the City's sole negligence. 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 City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the
Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same
terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's
work when completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes
of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of
damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts
or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons
or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or
connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the
duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017
CNiy OF CITY HALL
33325 8th Avenue South
Federal
edaral
y Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. coin
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and
with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$1,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the
laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy
aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by
reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement 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. The Contractor's insurance coverage 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 Contractor's insurance.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the
City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to
maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project
completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor
while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and
files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration
or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor
shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and
maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of
all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or
audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor
this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and
that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only
PROFESSIONAL SERVICES AGREEMENT -3 - Rev. 3/2017
4Fedara I Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www o1yoffederal way com
in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave,
vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of
this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees,
agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection
necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall
pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other
insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental
benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a
sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any
required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the
City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere
with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the
City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer
or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration
of this Agreement, or the evaluation of the Contractor's performance.
12. EOIIAL OPPO_RTUNITV EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person
because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital
status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the
presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational
qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following:
employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title
VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49
CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions
of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or
otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid,
inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions
shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent
with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been
performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or
modified except by written agreement signed by duly authorized representatives of the Parties.
13.2 Assienment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign,
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If
the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017
CITY OF CITY HALL
Federal
edaral a 33325 8th Avenue South
�1 (253)Federal Way, WA 98403-6325
(253) 835-7000
www cifyoffederalway corn
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person
or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations,
rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's
Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this
Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice
or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the
United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the
terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the
City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and
agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances
shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and
remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence
shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the
City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance
with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this
Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules,
and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an
alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in
any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and
federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either
Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or
award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification
under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in
making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages
from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and
a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed
a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT -5 - Rev. 3/2017
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www ciryoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF-EDERAL WAY:
Jim rv6ll,
DATE:/;)-/�� &
EARTHCORPS:
By:
Printed Name: Steve Dubiel
Title: Executive Director
DATE: -:�/ r7 120
ATTEST:
Steplia' nie. Courtney, CMC, I
Clerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
STATE OF WASHINGTON)
) ss.
COUNTY OF ) l,,
On this day personally appeared before me to me known to be the
of r : that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my halt[�{{��i lid official seal this day of , 200
el\�L
1ww P s rA�
C'4j 10� Notary's signature
'gs1°"'''�,, T �, Notary's printed name'k),(
r
,%0 TA
_HCl �� _ .
r Notary l'tih l ic- in and fol- the State of Washington.
` My commission expires_
�0�
��t�i',1 � � `� �A,
lit 5H4N`
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017
4% CITY ®F CITY HALL
Fe■ e ra l ■ � ■� 33325 8th Avenue South
f4"'�� aYf ■Y■ Federal Way, WA 98003-6325
(253) 835-7000
wwwcrryoffederahvay com
EXHIBIT A
SERVICES
EarthCorps will complete site mapping and natural area inventory, GIS analysis and map creation, and reporting
on invasive species for three City of Federal Way owned properties identified in the attached reference
documents titled "2014 Maintenance Priorities" and "Larson -Justice Property Map." The first two properties are
referred to as the Spring Valley Open Space and Bridges Property and were acquired in partnership with King
County Conservation Futures to become conservation areas. The 2014 Maintenance Priorities identified are the
result of observations by EarthCorps ecologists during a rapid ecological assessment in the fall of 2013. The
third property is referred to as the Larson -Justice Property, acquired in 2015. EarthCorps will provide updated
property habitat assessments and recommendations for planning restoration activities for all three properties.
Site Mapping and Natural Area Inventory
• Delineate all developed and undeveloped areas located within the boundaries of the properties, including
topographic and geographic characteristics.
• Review and update inventory of existing habitat based on ecological classifications utilized by the
Washington Department of Natural Resources.
• Visually assess each mapped Management Unit to determine the presence of dominant native and non-
native invasive plant species.
GIS Analysis and Man Creation
• Develop GIS data layers for each property based on site mapping and natural area inventory.
• Create updated maps of the properties showing individual Management Units and invasive species
locations.
Reporting
• Prepare a summary report describing the mapping and inventory process.
• Provide specific information regarding invasive species mapped within the properties.
• Create restoration management priorities and develop initial budget estimates for EarthCorps crews to
perform habitat restoration activities that may include: invasive species control, native plant installation,
or other priority habitat management activities identified during the assessment.
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017
CITY OF
., Federal Way
EXHIBIT B
COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wvnv cilyoffedera/way corn
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed seven thousand three hundred fifty and 00/100 Dollars ($7,350.00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Reimbursable Expenses
The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage
per the current Federal rate and other reasonable costs; provided, however, that such costs shall be deemed
reasonable in the City's sole discretion and shall not exceed One Hundred Fifty and 00/100 Dollars ($150.00).
PROFESSIONAL SERVICES AGREEMENT - 8- Rev. 3/2017
Hours
Rate
Cost
Task 1: ]Nlapping and Inventoi--
32
$120.00
$3.840.00
Task 2: GIS Analysis and lla Creation
12
$120.00
.$1.440.00
Task 3: Reporting
1G$1_0.00
$1.920.00
Travel
$1-50,00
youd Fee
S7.: 601.00
TOT XL P -- ABLE
S7,350.00
PROFESSIONAL SERVICES AGREEMENT - 8- Rev. 3/2017
BAND RESOLUTIONS
WHEREAS, the following resolutions are hereby adopted with respect to all
future banking and investment matters for EarthCorps:
NOW, THEREFORE, IT IS RESOLVED, that each of the Executive Director and
the Treasurer of EarthCorps (each, an "Authorized Officer") is hereby authorized
to designate as depository or depositories of funds of EarthCorps, and to open an
account or accounts of EarthCorps, including, but not limited to, checking,
savings, safety deposit box and any other special accounts, with any such banks,
brokerages, money market funds, mutual fiends or other financial institutions (all
such institutions being referred to as "Financial -Institutions') as they may
select.
RESOLVED FURTHER, that each Authorized Officer and the Development
Director and Director of Programs of EarthCorps (each, a "Management
Signatory") is individually authorized to endorse for deposit any checks, drafts or
other evidences of indebtedness made payable to the order of EarthCorps;
RESOLVED FURTHER, that each Authorized Officer and each Management
Signatory shall be authorized to sign on behalf of EarthCorps checks, drafts and
other orders obligating EarthCorps to pay money with respect to any funds
standing to the credit of EarthCorps in such account or accounts; provided,
however, that if the amount payable is in excess of $10,000, the advance approval
of the Treasurer or the Board President shall be required and the signature of the
Executive Director or Treasurer shall be required on behalf of EarthCorps.
RESOLVED FURTHER, that EarthCorps is authorized to enter into arrangements
with any Financial Institution designated by any Authorized Officer, and that any
documentation, including but not limited to, the standard form of corporate
resolutions required now or in the future by each such Financial Institution in
connection with such arrangements are hereby adopted and/or ratified as
resolutions of the Board (provided that such documentation is consistent with the
authority granted in these resolutions), and each Authorized Officer is hereby
authorized to (a) obtain the necessary signatures of the officers of EarthCorps or
any such documentation, (b) execute the necessary certifications, including any
document to certify that such resolutions have been duly adopted by the Board
and (c) take such other steps as needed to open and manage such accounts.
GENERAL SIGNING AUTHORITY
RESOLVED, that EarthCorps' Executive Director is hereby authorized to sign
and deliver any agreement (including indebtedness) in EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Treasurer or the
Board President; and provided further, that any such agreement or obligation that
is outside of the ordinary course of EarthCorps' business (i.e., not specified as
reimbursable for projects in fee-for-service contracts or grant -funded projects)
shall require approval or ratification (as deemed appropriate by the Board
President) from the full Board of Directors.
RESOLVED FURTHER, that the Treasurer is hereby authorized to sign and
deliver, or to delegate authority to the Management Signatories to sign and
deliver, any agreement (including indebtedness) in EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Board
President; and provided further, that any such agreement or obligation that is
outside of the ordinary course of EarthCorps' business (i.e,, not specified as
reimbursable for projects in fee-for-service contracts or grant -funded projects)
shall require approval or ratification (as deemed appropriate by the Board.
President) from the full Board of Directors.
Duy Tran
Secretary 9/19/2014
Issue Date 1!912020 Cert #.00000035938
Non Profit Insurance Program
CERTIFICATE OF COVERAGE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOTAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A CONTRACT
BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
-----------iicafe-------------- __ _ ___ _____ ___ ______-_-------------- ----....- ----— If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGRATION IS WAIVED, subject to the terms and conditions of
the policy, certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
COMPANIES AFFORDING COVERAGE
Clear Risk Solutions
GENERAL LIABILITY
451 Diamond Drive
American Alternative Insurance Corporation, et al.
Ephrata, WA 98823
GENERAL LIABILITY
AUTOMOBILE LIABILITY
American Alternative Insurance Corporation, et al.
INSURED
PROPERTY
American Alternative Insurance Corporation, et al.
PER OCCURRENCE
Earthcorps
OCCURRENCE FORM
NE 74th Street, Suite 201E
MISCELLANEOUS PROFESSIONAL LIABILITY
$10,000,000
Princeton Excess and Surplus Lines Insurance Company
S
Seattle, WA 98115
PRODUCT-COMP/OP
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD
INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
TYPE OF INSURANCE POLICY NUMBER POLICY EFF
POLICY EXP
DESCRIPTION
LIMITS
DATE
DATE
Federal Way, WA 98003-6325
GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY N1 -A2 -RL -0000013-10 6/1/2020
6/1/2021
PER OCCURRENCE
$5,000,000
OCCURRENCE FORM
PER MEMBER AGGREGATE
$10,000,000
INCLUDES STOP GAP
PRODUCT-COMP/OP
$5,000,000
PERSONAL & ADV. INJURY
$5,000,000
(LIABILITY IS SUBJECT TO A $100,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
$50,000,000
AUTOMOBILE LIABILITY
ANY AUTO N1 -A2 -RL -0000013-10 6/1/2020
6/1/2021
COMBINED SINGLE LIMIT
$5,000,000
(LIABILITY IS SUBJECT TO A $100,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
PROPERTY
N1 -A2 -RL -0000013-10 6/1/2020
6/1/2021
ALL RISK PER OCC EXCL EQ & FL
$75,000,000
EARTHQUAKE PER OCC
$1,000,000
FLOOD PER OCC
$1,000,000
(PROPERTY IS SUBJECT TO A $100,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
NONE
MISCELLANEOUS PROFESSIONAL LIABILITY
N1 -A3 -RL -0000060-10 6/1/2020
6/1/2021
PER CLAIM
5,000,000.00
(LIABILITY IS SUBJECT TO A $100,000 SIR PAYABLE FROM PROGRAM FUNDS)
ANNUAL POOL AGGREGATE
$40,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS
Regarding Professional Services Agreement for Habitat Assessment Update and Restoration Planning The City of Federal Way is named as Additional Insured regarding
this agreement only and is subject to policy terms, conditions, and exclusions Additional Insured endorsement is attached. The NPIP retained limit is primary and non-
contributory.
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
WITH THE POLICY PROVISIONS.
CERTIFICATE HOLDER
AUTHORIZED REPRESENTATIVE
City of Federal Way
33325 8th Avenue South
Federal Way, WA 98003-6325
3531900
AMERICAN ALTERNATIVE
INSURANCE COMPANY
ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
(GENERAL LIABILITY)
Named Insured
Non Profit Insurance Program (NPIP)
Policy Number
Endorsement Effective
N 1 -A2 -RL -0000013-10
6/1/2020
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modifies insurance provided under the following:
GENERAL LIABILITY COVERAGE PART
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above.
Schedule
Person or Organization (Additional Insured): As Per Schedule on file with Clear Risk Solutions, Underwriting Administrator
City of Federal Way
33325 8th Avenue South
Federal Way, WA 98003-6325
Regarding Professional Services Agreement for Habitat Assessment Update and Restoration Planning. The City of
Federal Way is named as Additional Insured regarding this agreement only and is subject to policy terms, conditions,
and exclusions. Additional Insured endorsement is attached. The NPIP retained limit is primary and non-contributory.
A. With respects to the General Liability Coverage Part only, the definition of Insured in the Liability Conditions, Definitions and Exclusions
section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule. Such Person or
Organization is an Insured only with respect to liability for Bodily Injury, Property Damage, or Personal and Advertising Injury
caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf:
1. In performance of your ongoing operations; or
2 In connection with your premises owned or rented to you.
B. The Limits of Insurance applicable to the additional Insured are those specified in either the:
1. Written contract or written agreement; or
2. Declarations for this policy,
whichever is less. These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations.
All other terms and conditions remain unchanged.
Includes copyrighted material of the Insurance Services Office, Inc., with its permission
3531900
9
EARTHCORPS
7322-1 6310 NE 74TH ST STE 201 E
SEATTLE WA 98115-8168
DETACH BEFORE POSTING
BUSINESS LICENSE
.'� STATE OF
WASHINGTON
Nonprofit Corporation
EARTHCORPS
6310 NE 74TH ST STE 201E
'i SEATTLE, WA 98115-8168
UNEMPLOYMENT INSURANCE - ACTIVE
r:I TAX REGISTRATION - ACTIVE
Issue Date: Jun 19, 2020
Unified Business ID #: 601459107
Business ID #: 001
Location: 0001
Expires: Apr 30, 2021 �{
INDUSTRIAL INSURANCE - ACTIVE
CITY ENDORSEMENTS:
A ISSAQUAH NONPROFIT BUSINESS - ACTIVE
KIRKLAND NONPROFIT BUSINESS - ACTIVE
MERCER ISLAND GENERAL BUSINESS -NON-RESIDENT #40159 -ACTIVE
FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT #11 -100801 -00 -BL - ACTIVE
LYNNWOOD GENERAL BUSINESS - NON-RESIDENT (EXPIRES 2/28/2021) - ACTIVE
BURIEN NONPROFIT BUSINESS #05409 - ACTIVE
i;
t LICENSING RESTRICTIONS:
Not licensed to hire minors without a Minor Work Permit.
REGISTERED TRADE NAMES:
WORLD CONSERVATION CORPS
,1
It
C
This document lists the registrations, endorsements, and licenses authorized for the business
irl named above. By accepting this document, the licensee certifies the information on the application
was complete, true, and accurate to the best of his or her knowledge, and that business will be
conducted in compliance with all applicable Washington state, county, and city regulations.
t
Director, Department of Revenue
6/24/2020 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
EARTHCORPS
UBI Number:
601 459 107
Business Type:
WA PUBLIC BENEFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
6310 NE 74TH ST #201E, SEATTLE, WA, 98115, UNITED STATES
Principal Office Mailing Address:
6310 NE 74TH ST STE 201E, SEATTLE, WA, 98115-8168, UNITED STATES
Expiration Date:
04/30/2021
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
04/15/1993
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
CHARITABLE
REGISTERED AGENT INFORMATION
Registered Agent Name:
KEITH COUSINS
Street Address:
6310 NE 74TH ST #201E, SEATTLE, WA, 98115-0000, UNITED STATES
Mailing Address:
GOVERNORS
Title
Governors Type
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
Entity Name First Name
Last Name
DUY
TRAN
BETSEY
CURRAN
PAUL
WRIGHT
SARAH
GUSTAFSON
https:Hccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1
BANK RESOLUTIONS
WHEREAS, the following resolutions are hereby adopted with respect to all
future banking and investment matters for EarthCorps:
NOW, THEREFORE, IT IS RESOLVED, that each of the Executive Director and
the Treasurer of EarthCorps (each, an "Authorized Officer") is hereby authorized
to designate as depository or depositories of funds of EarthCorps, and to open an
account or accounts of EarthCorps, including, but not limited to, checking,
savings, safety deposit box and any other special accounts, with any such banks,
brokerages, money market funds, mutual funds or other financial institutions (all
such institutions being referred to as "Financial Institutions") as they may
select.
RESOLVED FURTHER, that each Authorized Officer and the Development
Director and Director of Programs of EarthCorps (each, a "Management
Signatory") is individually authorized to endorse for deposit any checks, drafts or
other evidences of indebtedness made payable to the order of EarthCorps;
RESOLVED FURTHER, that each Authorized Officer and each Management
Signatory shall be authorized to sign on behalf of EarthCorps checks, drafts and
other orders obligating EarthCorps to pay money with respect to any funds
standing to the credit of EarthCorps in such account or accounts; provided,
however, that if the amount payable is in excess of $10,000, the advance approval
of the Treasurer or the Board President shall be required and the signature of the
Executive Director or Treasurer shall be required on behalf of EarthCorps.
RESOLVED FURTHER, that EarthCorps is authorized to enter into arrangements
with any Financial Institution designated by any Authorized Officer, and that any
documentation, including but not limited to, the standard form of corporate
resolutions required now or in the future by each such Financial Institution in
connection with such arrangements are hereby adopted and/or ratified as
resolutions of the Board (provided that such documentation is consistent with the
authority granted in these resolutions), and each Authorized Officer is hereby
authorized to (a) obtain the necessary signatures of the officers of EarthCorps or
any such documentation, (b) execute the necessary certifications, including any
document to certify that such resolutions have been duly adopted by the Board
and (c) take such other steps as needed to open and manage such accounts.
GENERAL SIGNING AUTHORITY
RESOLVED, that EarthCorps' Executive Director is hereby authorized to sign
and deliver any agreement (including indebtedness) in. EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Treasurer or the
Board President; and provided further, that any such agreement or obligation that
is outside of the ordinary course of EarthCorps' business (i.e., not specified as
reimbursable for projects in fee-for-service contracts or grant -funded projects)
shall require approval or ratification (as deemed appropriate by the Board
President) from the fall Board of Directors.
RESOLVED FURTHER, that the Treasurer is hereby authorized to sign and
deliver, or to delegate authority to the Management Signatories to sign and
deliver, any agreement (including indebtedness) in EarthCorps' name and to
otherwise obligate EarthCorps in any respect relating to matters of EarthCorps'
business; provided, however, that if the potential obligations of EarthCorps under
any such agreement or obligation exceed $25,000 in the aggregate, then such
agreement or obligation shall require the advance approval of the Board
President; and provided further, that any such agreement or obligation that is
outside of the ordinary course of EarthCorps' business (i.e., not specified as
reimbursable for projects in fee-for-service contracts or grant -funded projects)
shall require approval or ratification (as deemed appropriate by the Board
President) from the full Board of Directors.
Duy Tran
Secretary 9/19/2014
7/22/21 )
Staff - EarthCorps
STEVE DUBIEL, MBA
Executive Director
Steve has led EarthCorps since 1999. Working with a ta'ented staff, he
developed innovative programs and partnerships that have engaged
more than 200,000 volunteers, seeded a broad environmenta
stewardship movement around Puget Sound, and built a netwo k of
more than 1,000 environmental leaders spanning near'y 80 countr es.
Steve joined EarthCorps after a stint at Children's Defense Fund in
Washington, DC. He serves on the board of Restore America's
Estuaries, the Green Seattle Partnership Executive Council, the
Mountaineers Advisory Council, the Mountains to Sound Greenway
Technical Advisory Committee, and the Earth Day NW 2020 Leadership
Group.
Steve's interest in conservation was seeded climbing trees and a large
rock outcropping in his backyard as well as building trails in the North
Cascades National Park as a high school student. His passion for
international exchange was strengthened when he participated in the
first ever US -India business school exchange where he studied at
Indian Institute of Management— Bangalore as part of his MBA
program at the UW Foster School of Business.
2ve,,aearthcorps.org
https://www.earthcorps.org/our-story/people/staff/ 1/12
6/24/2020 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
EARTHCORPS
UBI Number:
601 459 107
Business Type:
WA PUBLIC BENEFIT CORPORATION
Business Status:
ACTIVE
Principal Office Street Address:
6310 NE 74TH ST #201E, SEATTLE, WA, 98115, UNITED STATES
Principal Office Mailing Address:
6310 NE 74TH ST STE 201E, SEATTLE, WA, 98115-8168, UNITED STATES
Expiration Date:
04/30/2021
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
04/15/1993
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
CHARITABLE
REGISTERED AGENT INFORMATION
Registered Agent Name:
KEITH COUSINS
Street Address:
6310 NE 74TH ST #201E, SEATTLE, WA, 98115-0000, UNITED STATES
Mailing Address:
GOVERNORS
Title
Governors Type
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
GOVERNOR
INDIVIDUAL
Entity Name First Name
Last Name
DUY
TRAN
BETSEY
CURRAN
PAUL
WRIGHT
SARAH
GUSTAFSON
https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1
