HomeMy WebLinkAbout2565 - Association of Washington Cities - Agreement - SEEK Fund GrantDocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
Association of Washington Cities
Service Subcontract {"Subcontract") with
City of Marysville -Parks, Culture and Recreation
through
Summer Experiences & Enrichment for Kids Fund (SEEK Fund)
A program of the Washington Office of Superintendent of Public Instruction
(OSPI)
For
Jurisdiction Name City of Marysville -Parks, Culture and Recreation
Program Description 1. Summer Day Camp/ Field Trips
Start date: April 15, 2022
End date: November 15, 2022
ORIGINAL
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
FACE SHEET
Association of Washington Cities (AWC)
Summer Experiences & Enrichment for Kids (SEEK) Fund
Subcontract Number: 22-34
The Association of Washington Cities (AWC) is working in collaboration w ith and generally under the direction from OSPI to
provide evidence-based, outdoor, summer enrichment programs to youth in K-12 (ages 4-21). Funds for this subcontract
are intended to prevent, prepare for, or res pond t o the COVID-19 pandemic, including its impact on the social, emotional,
mental health, and academic needs of students.
1. Subcontractor 2. Subcontractor Doing Business As (optional)
city of Marysv ille DBA Name
1049 Stat e Ave DBA Mailing Address
Marysvi lle, WA 98270 DBA Physical Address
360-363-8400
3. Subcontractor Representative 4. AWC Representative
Dave Hall Jacob Ewing 1076 Franklin Street SE
Assistant Director of Parks Legislative Policy Analyst Olympia, WA
dhall@marysvillewa.gov (360) 7S3-4137 98501
jacobe@awcnet.org
5. Subcontract Amount 6. Start Date 7. End Date 8. Tax ID#
$12000 April 15, 2022 November 15, 2022 91-6001459
9. Subcontract Purpose
Carry out summer activities under the OSPI SEEK program as described in Attachment A.
AWC and the Subcontractor, as defined above, acknowledge and accept the terms of this Subcontract and attachments and have
executed t his Subcontract on the date below to start as of the date and year referenced above. The rights and obligations of both
parties to this Subcontract are governed by this Subcontract and the following other documents incorporated by reference:
Subcont ractor General Terms and Conditions including Attachment "A" -SEEK Application/Scope of Work; Attachment "B" -Project
Costs Worksheet; Attachment "C" -Subcontractor Data Collection; Attachment (D) -Subcontractor Agent(s); Attachment E -
Proclamation 21-14 COVID-19 Vaccination Certification.
FOR SUBCONTRACTOR FOR Association of Washington Cities :z~ ~
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OocuSign Envelope ID· 43283FEE-E9A8-1691-9E46-288F6087F407
FACE SHEET
Subcontract Number: 22-34
Association of Washington Cities (AWC)
Summer Experiences & Enrichment for Kids (SEEK) Fund
The Association of Washington Cities (AWC) is working in collaboration with and generally under the direction from OSPI to
provide evidence-based, outdoor, summer enrichment programs to youth in K-12 (ages 4-21). Funds for this subcontract
are intended to prevent, prepare for, or respond to the COVID-19 pandemic, including its impact on the social, emotional,
mental health, and academic needs of students.
1. Subcontractor 2. Subcontractor Doing Business As (optional)
City of Marysvi lle OBA Name
1049 State Ave OBA Mailing Address
Marys vi 11 e, WA 98270 OBA Physical Address
360-363-8400
3. Subcontractor Representative 4. AWC Representative
Dave Hall Jacob Ewing 1076 Franklin Street SE
Assistant Director of Parks Legislative Policy Analyst Olympia, WA
dhall @marysvillewa.gov (360) 753.4137 98501
jacobe@awcnet.org
5. Subcontract Amount 6. Start Date 7. End Date 8. Tax ID#
S12000 April 15, 2022 November 15, 2022 91-6001459
9. Subcontract Purpose
Carry out summer activities under the OSPI SEEK program as described in Attachment A.
AWC and the Subcontractor, as defined above, acknowledge and accept the terms of this Subcontract and attachments and have
executed this Subcontract on the date below to start as of the date and year referenced above. The rights and obligations of both
parties to this Subcontract are governed by this Subcontract and the following other documents incorporated by reference:
Subcontractor General Terms and Conditions including Attachment "A" -SEEK Application/Scope of Work; Attachment "B" -Project
Costs Worksheet; Attachment "C" -Subcontractor Data Collection; Attachment (D) -Subcontractor Agent(s); Attachment E -
Proclamation 21-14 COVID-19 Vaccination Certification.
FOR SUBCONTRACTOR FOR Association of Washington Cities
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Last revision 11/23/2021
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DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
1. SUBCONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the Subcontract
contact person for all communications and billings regarding the performance of this Subcontract.
The Representative for AWC and their contact information are identified on t he Face Sheet of this
Subcontract.
The Representative for the Subcontractor and their contact information are identified on the Face
Sheet of this Subcontract.
2. PAYM ENT
AWC shall pay an amount not to exceed $12000 for the performance of all things necessary for or
incidental to the performance of work as set forth in the SEEK Application and described in
Attachment A. Subcontractor's compensation for services rendered shall be based on the completion
of duties as outlined in the SEEK application, in Attachment A, in accordance with the following
sect ions.
3. BILLING PROCEDURES AND PAYMENT
AWC w ill reimburse Subcontractor upon acceptance of services provided and receipt of properly
completed invoices, which shall be submitted to the Representative for AWC not more often than
monthly. Subcontractor w ill use the invoice form provided by AWC to request reimbursement.
The invoices sha ll describe and document, to AWC's satisfaction, a description of the work performed,
the progress of the project, and fees. The invoice shall include the Subcontract Number 22-34. A
receipt must accompany any single expenses in the amount of $50.00 or more in order to receive
reimbursement.
If errors are found in the submitted invoice or supporting documents, AWC w ill notify the
Subcontractor t o make corrections in a timely manner, resubmit the invoice and/or supporting
documentation as requested, and notify AWC.
Payment shall be considered timely if made by AWC within thirty (30) calendar days after receipt of
properly complet ed invoices. Payment shall be sent to the address designated by the Subcont ractor.
AWC may, in its sole discretion, terminate the Subcontract or withhold payments claimed by the
Subcontractor for services rendered if the Subcontractor fails to satisfactorily comply with any t erm
or condit ion of this Subcontract.
No payments in advance or in anticipation of services or supplies to be provided under this
Subcontract shall be made by AWC.
Duplication of Billed Costs
The Subcontractor shall not bill AWC for services performed under this Subcontract, and AWC shall
not pay the Subcontractor, if the Subcontractor is entitled to payment or has been or will be paid by
any other source, including grants, for that service. This does not include fees charged for summer
recreation programs.
Disa llowed Costs
The Subcontractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
Final Reim burse ment and Reporting Deadline
When the project is completed the Subcontractor must submit a final invoice, final report, and
su pporting documents needed to close out the project no later than October 1, 2022.
AWC shall withhold 10 percent (10%) from each payment until acceptance by AWC of the final
reporting from the Subcontractor has been submitted and verified.
4. SUBCONTRACTOR DATA COLLECTION/REPORTING REQUIREMENTS
Subcontractor will submit reports, in a form and format to be provided by AWC (See Attachment C).
Data must be provided to AWC along with final billing.
S. AGENT(Sl
Agent(s) in this contract refers to any third-party entity and its employees that the Subcontractor has
subcontracted with to provide services funded through this agreement. The Subcontractor is
responsible for ensuring that any agent complies with the provision herein.
Any of the Subcontractor's agent(s) that will provide director supervision of youth through programs
funded by this contract must be listed in Attachment D -Subcontractor Agent(s) and must provide
proof of insurance per Section 6 of this document.
6. INSURANCE
a. Workers' Compensation Coverage. The Subcontractor shall at all t imes comply with all applicable
worke rs' compensation, occupational disease, and occupational health and safety laws, statutes, and
regulations to the fullest extent applica ble. This requirement includes the purchase of industrial
insurance coverage for the Subcontractor's employees, as may now hereafter be required of an
"employer'' as defined in Title 51 RCW. Such workers' compensation and occupational disease
requirements shall include coverage for all employees of the Subcontractor, and for all employees of
any subcontract retained by the Subcontractor, suffering bodily injury (including death) by accident
or disease, which arises out of or in connection with the performance of t his Subcontract. Satisfaction
of these requirements shall include, but shall not be limited to:
i. Full participation in any required governmental occupational injury and/or
disease insurance program, to the extent participation in such a program is
mandatory in any jurisdiction;
ii. Purchase workers' compensation and occupational disease insurance benefits to
employees in full compliance with all applicable laws, statutes, and regulations,
but only to the extent such coverage is not provided under mandatory
governmental program in "a" above, and/or;
iii. Maintenance of a legally permitted and governmentally approved program of
self-insurance for workers' compensation and occupational disease.
Except to the extent prohibited by law, t he program of the Subcontractor's compliance with workers'
compensation and occupational disease laws, statutes, and regulations in 1), 2), and 3) above sha ll
provide for a full waiver of rights of subrogation against AWC, its directors, officers, and employees.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
If the Subcontractor, or any agent retained by the Subcontractor, fails to effect and maintain a
program of compliance with applicable workers' compensation and occupational disease laws,
statutes, and regulations and AWC incurs fines or is required by law to provide benefits to such
employees, to obtain coverage for such employees, the Contractor will indemnify AWC for such fines,
payment of benefits to Subcontractor or Subcontractor employees or their heirs or legal
representatives, and/or the cost of effecting coverage on behalf of such employees. Any amount
owed AWC by the Subcontractor pursua nt to the indemnity may be deducted from any payments
owed by AWC to the Subcontractor for the performance of this Subcontract.
b. Automobile Insurance. In the event that services delivered pursuant to this Subcontract involve
the use of vehicles, owned or operated by the Subcontractor, automobile liability insurance shall be
required. The minimum limit for automobile liability is:
$1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage.
c. Business Automobile Insurance. In the event that services performed under this Subcontract
involve the use of vehicles or the transportation of clients, automobile liability insurance shall be
required. If Subcontractor-owned personal vehicles are used, a Business Automobile policy
covering a minimum Code 2 "owned autos only" must be secured. If the Subcontractor's
employees' vehicles are used, the Subcontractor must also include under the Business
Automobile policy Code 9, coverage for "non-owned autos." The minimum limits for automobile
liability is:
$1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage.
d. Public Liability Insurance (General Liability). The Subcontractor shall at all times during the term
of this Subcontract, at its cost and expense, carry and maintain general public liability insurance,
including contractual liability, against claims for bodily injury, personal injury, death, or property
damage occurring or arising out of services provided under this Subcontract. This insurance shall
cover such claims as may be caused by any act, omission, or negligence of the Subcontractor or
its officers, agents, representatives, assigns or servants. The limits of liability insurance, which
may be increased from time to time as deemed necessary by AWC, with the approval of the
Subcontractor (which shall not be unreasonably withheld), shall not be less than as follows:
Each Occurrence
Products-Completed Operations Limit
Personal and Advertising Injury Limit
Fire Damage Limit (any one fire)
e. Local Governments that Participate in a Self-Insurance Program.
$1,000,000
$2,000,000
$1,000,000
$ 50,000
Alternatively, Subcontractors may maintain a program of self-insurance or participate in
aproperty/liability pool with adequate limits to comply with the Subcontract insurance
requirements or as is customary to the contractor or subcontractor's business,
operations/industry, and the performance of its respective obligations under this Subcontract.
OocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
f. Additional Insured. The Office of Superintendent of Public Instruction, and the Association of
Was hington Cities, shall be specifically named as an additional insured on all policies, including
Public Liability and Business Automobile, except for liability insurance on privately-owned
veh icles, and all policies shall be primary to any other va lid and collectible insurance.
AWC and OSPI may waive the requirement to be specially named as an additional insured on
policies, including Public Liability and Business Automobile, provided that the Subcontractor
provides: (1) a description of its self-insurance program, and (2) a certificate and/or letter of
coverage that outlines coverage limits and deductibles. All self-insured risk management
programs or self-insured/liability pools must comply with RCW 48.62, the requirements of the
Office of Risk Management and Local Government Self Insurance Program, the Washington
State Auditor's reporting requirements and all related federal and state regulations.
Subcontractors participating in a joint risk pool shall maintain sufficient documentation to support
the aggregate claim liability information reported on the balance sheet. The AWC and OPSI, its
agents, and employees need not be named as additional insured under a self-insured
property/liability pool, if the pool is prohibited from naming third parties as additional insured.
g. Proof of Insurance. Certificat es and or evidence satisfactory to the AWC confirming the existence,
terms and conditions of all insurance required above shall be delivered to AWC within five (S)
days of the Subcontractor's receipt of Authorization to Proceed.
h. General Insurance Requirements. Subcontractor shall, at all times during the term of the
Subcontract and at its cost and expense, buy and maintain insurance of the types and amounts
listed above. Failure to buy and maintain the required insurance may result in the termination of
the Subcontract at AWC's option. By requiring insura nce herein, AWC does not represent that
coverage and limits will be adequate to protect Subcontractor and such coverage and limits shall
not limit Subcontractor's liability under the indemnities and reimbursements granted to AWC in
this Subcontract.
Subcontractor shall include all agents of the Subcontractor as insureds under all required
insurance policies, or shall furnish proof of insurance and endorsements for each agent. Agent(s)
must comply fully with all insurance requirements stated herein. Fa ilure of agent(s) to comply
with insurance requirements does not limit Subcontractor's liability or responsibility.
7. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inco nsistency shall be resolved by giving
precedence in the following order:
• Applicable federal and state of Washington statutes and regulations
• Subcontract and Subcontractor General Terms and Conditions
• Attachment A -SEEK Application & Scope of Work
• Attachment B -Budget and Project Costs Worksheet
• Attachment C -Subcontractor Reporting Requirements
• Attachment D -Subcontractor Agent (s)
• Attachment E -Proclamation 21-14 COVID-19 Vaccination Certification
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
SUBCONTRACTOR GENERAL TERMS AND CONDITIONS
1. Access to Data. In compliance with Chapter 39.26 RCW, the Subcontractor shall provide access to
data generated under this Subcontract to AWC, an d to the extent necessary to comply with RCW
39.26, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost.
This includes access to all information that supports the findings, conclusions, and recommendations
of the Subcontractor's reports, including computer models and methodology for those models.
2. Alterations and Amendments. This Subcontract may be amended only by mutual agreement of the
parties in writing. Such amendments shall not be binding unless t hey are in writing and signed by
personnel authorized to bind each of the parties.
3. Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, also referred to as the "ADA" 28
CFR Part 35. In relation to this Subcontract, the Subcontractor must comply with the ADA, which
provides comprehensive civil rights protection t o individuals with disabilities in the areas of
employment, public accommodations, state and local government services, and t elecommunications.
4. Assignment. Neither this Subcontract, nor any claim arising under this Subcontract, shall be
transferred or assigned by the Subcontractor without prior written consent of AWC.
5. Assurances. AWC and the Subcontractor agree that all activity pursuant to this Subcontract will be in
accordance with all applicable current federal, state and local laws, rules and regulations.
6. Attorney's Fees. In the event of litigation or other action brought to enforce contract terms, each
party agrees to bear its own attorney's fees and costs.
7. Budget Revisions. Any monetary amount budgeted by the terms of this Subcontract for various
activities and line item objects of expenditure, as outlined in Attachment 8 -Budget and Project Costs
Worksheet, may be revised without prior written approval of AWC, so long as the revision is no more
than ten percent (10%) of the original line item amount and the increase in an amount is offset by a
decrease in one or more other amounts equal to or greater than the increase. All other budget
revisions exceeding ten percent (10%) shall only be made with the prior written approval of AWC.
Subcontractor will use the funding change request form provided by AWC to request these budget
revisions.
8. Certification Regarding Debarment, Suspension, and Ineligibility. The Subcontract or certifies that
neither it nor its principals are debarred, suspended, proposed for debarment, or voluntarily excluded
from participation in transactions by any federal department or agency. The Subcontractor further
certifies that they will ens ure that potential subcontractors or any of their principals are not debarred,
suspended, proposed for debarment, or voluntarily excluded from participation in covered
transactions by any federal department or agency. "Covered transactions" include procurement
contracts for goods that are expected to equal or exceed twenty-five thousand dollars ($25,000).
Subcontractor may do so by obtaining a certification statement from the potential subcontractor or
subrecipient or by checking on line at the System for Award Management (SAM), Excluded Parties List.
The Subcontractor shall immediately notify the AWC if, during the term of this subcontract,
Subcontractor becomes debarred. AWC may immediately terminate this Subcontract by providing
Subcontractor written notice if Subcontract or becomes debarred during the term of this Subcontract.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
The Subcontractor also certifies that neither it nor its principals are debarred, suspended, or proposed
for debarment from participation in transactions by any state department or agency. The
Subcontractor further certifies that they will ensure that potential subcontractors or any of their
principals are not debarred, suspended, or proposed for debarment from participation in covered
transactions by any state department or agency.
9. Certification Regarding Lobbying. The Subcontractor certifies that Federal-appropriated funds will
not be used to pay any person or organization for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, officer or employee of Congress or an employee of
a member of Congress in obtaining any Federal contract, grant or any other award covered by 31 USC
1352. Subcontractor shall require its agents to certify compliance with this provision.
10. Certification Regarding Wage Violations. The Subcontractor certifies that within three (3) years prior
to the date of execution of this Subcontract, Su bcontra ctor has not been determined by a final and
binding citation and notice of assessment issued by the Washington Department of Labor and
Industries or through a civil judgment entered by a court of limited or general jurisdiction to have
willfully violated, as defined in RCW 49.48.082, any provision of RCW chapters 49.46, 49.48, or 49.52.
The Subcontractor further certifies that it will remain in compliance w ith these requirements during
the term of this Subcontract. Subcontractor will immediately notify AWC of any finding of a willful
violation entered by the Washington Department of Labor and Industries or through a civil judgment
entered by a court of limited or general jurisdiction entered during the term of this Subcontract.
11. Change in Status. In the event of su bstantive change in the legal status, organizational structure, or
fiscal reporting responsibility of the Subcontractor, Subcontractor agrees to notify AWC of the change.
Subcontractor shall provide notice as soon as practicable, but no later than thirty (30) days after such
a change takes effect.
12. Confidentiality. The Subcontractor acknowledges that all of the data, material and information which
originates from this Subcontract, and any student assessment data. material and information which
will come into its possession in connection with performance under t his Subcontract, consists of
confidential data owned by AWC or confidential personally identifiable data subject to the federal
Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99) or other privacy
laws, and that the data must be secured and protected from unauthorized disclosure by the
Subcontractor. The Subcontractor is wholly responsible for compliance with FERPA requirements.
The Subcontractor, therefore, agrees to hold all such material and information in strictest confidence,
not to make use thereof other than for the performance of this Subcontract, to release it only to
authorized employees and agents requiring such information and not release or disclose it to any
other party. The Subcontract or agrees to release such information or material only to employees and
agents who have signed a written agreement expressly prohibiting disclosure or usages not
specifically authorized by this Subcontract. The parties acknowledge the release of records may be
subject to the Public Records Act, RCW 42.56, and further acknowledge that Washington law and
court order may compel disclosure of certain records; this provision does not apply to records
compelled by law or court order.
13. Copyright Provisions. Unless otherwise provided, all Materials produced under this Contract shall be
considered "works for hire" as defined by the U.S. Copyright Act and copyright shall be owned by the
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
Su perintendent of Public Instruction (Superintendent). The Superintendent shall be considered the
author of such Materials. If Materials are not considered "works for hire", Subcontractor hereby
irrevocably assigns all right, title, and interest in M aterials, including all intellectual property rights, to
the Superintendent 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. Co pyright ownership includes the right to patent, register and the ability
to transfer these rights.
Subcontractor understands that, except where otherwise agreed to in writing or approved by the
Superintendent or designee, all original works of authorship produced under this Contract shall carry
a Creative Commons Attribution License. version 4.0 or later.
All Materials the Subcontractor has adapted from others' existing openly licensed resources must be
lice nsed with the least restrictive open license possible that is not in conflict with existing licenses.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, Subcontractor will license the materials to allow others to translate,
reproduce, distribute, prepare derivative works, publicly perform, and publicly display. If the
Subcontractor would like to limit these pre-existing portions of the work to non-commercial use, the
Creative Commons Attribution-NonCommercial-ShareAlike license, version 4.0 or later, is acceptable
for these specific sections.
The Subcontractor warrants and represents that Subcontractor has all rights and perm1ss1ons,
including intellectual property rights, moral rights and rights of publicity, necessary to apply such a
license.
The Subcontractor shall exert all reasonable effort to advise the Superintendent, at the t ime of
delivery of data furnished under this Contract, of all known or potential invasions of privacy contained
therein and of any portion of such document which was not produced in the performance of this
Contract. The Superintendent shall receive prompt written notice of each notice or claim of
infringement received by the Subcontractor with respect to any data delivered under this Contract.
The Superintendent shall have the right to modify or remove any restrictive markings placed upon the
data by the Subcontractor.
14. Covenant Against Contingent Fees. The Subcontractor warrants that no person or selling agent has
been employed or retained to solicit or secure this Subcontract upon an agreement or understanding
for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona
fide established agent maintained by the Subcontractor for the purpose of securing business. AWC
shall have the right, in the event of breach of this clause by the Subcontractor, to annul this
Subcontract without liability or, in its discretion, to deduct from the contract price or consideration
or recover by other means the full amount of such commission, percentage, brokerage or contingent
fees.
15. Disputes. In the event that a dispute arises under this Subcontract, t he parties will use their best
efforts to amicably resolve any dispute, including use of alternative dispute resolution options.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
16. Duplicate Payment. AWC shall not pay the Subcontractor, if the Subcontractor has charged or will
charge the State of Washington or any other party under any other contract or agreement, for the
same services or expenses.
17. Entire Agreement. This Subcontract contains all the terms and conditions agreed upon by the parties.
No other understandings, oral or otherwise, regarding the subject matter of this Subcontract shall be
deemed t o exist or to bind any of the parties hereto.
18. Ethical Conduct. Neither the Subcontractor nor any em ployee or agent of t he Subcontractor shall
participate in the performance of any duty or service in whole or part under this Subcontract in
violation of, or in a manner that violates any provision of the Ethics in Public Service law at Chapter
42.52 RCW, RCW 42.17A.550, RCW 42.17A.555, and 41.06.250 prohibiting t he use of public resources
for political purposes.
19. Governing Law and Venue. This Subcontract shall be construed and interpreted in accordance with
the laws of the State of Washington and the ven ue of any action brought hereunder shall be in
Superior Court for Thurston County.
20. Indemnification. To the fullest extent permitted by law, Subcontractor shall indemnify, defend and
hold harmless AWC and all officials, agents, and employees of AWC, from and against all claims for
injuries or death arising out of or resulting from the performance of this Subcontract. "Claim" as used
in this Subcontract, means any financial loss, claim, suit, action, damage, or expense, including but
not limited t o 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. Additionally, "'claims" shall
include but not be limited to, assertions that the use or transfer of any software, book, document,
report, film, tape or sound reproduction or material of any kind, delivered hereunder, constitutes an
infringement of any copyright, patent, trademark, trade name, or otherwise results in an unfair trade
practice or in unlawful restraint of competition. Subcontractor's obligation to indemnify, defend and
hold harmless includes any claim by Subcontractor's agents, employees, representatives, or any
subcontractor or its employees.
Subcontractor express ly agrees to indemnify, defend, and hold harmless AWC for any and all claims,
costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines out of or incident
to Subcontractor's or its subcontractor's performance or failure to perform the
Subcontract. Subco ntractor's obligation to indemnify, defend, or hold ha rmless AWC shall not be
eliminated or reduced by any actual or alleged concurrent negligence by AWC, or their agents,
employees, or officials.
Subcontractor waives its immunity under Title 51 RCWto the ext ent it is requ ired to indemnify, defend
and hold harmless AWC, and their agents, employees, or officials.
21. Independent Capacity of the Subcontractor. The parties intend that an independent Subcontractor
relationship will be creat ed by t his Subcontract. The Subcontractor and his/her employees or agents
performing under this Subcont ract are not employees or agents of AWC. The Subcont ractor will not
hold itself out as nor cla im to be an officer or employee of AWC, the Superintendent or of the state
of Washington by reason hereof, nor will the Subcontractor make any claim or right, privilege, or
benefit which would accrue to such employee under law. Condu ct and control of the work will be
solely with the Su bcontractor.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
22. Licensing and Accreditation Standards. The Subcontractor shall comply with all applicable local,
state, and federal licensing, accreditation and registration requirements/standards, necessary to the
performance of this Subcontract.
23. Limitation of Authority. Only AWC or AWC's delegate by w riting (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 Subcontract . Furthermore, any alteration, amendment, modificat ion, or
waive r or any clause or condition of this Subcontract is not effect ive or binding unless made in writing
and signed by AWC.
24. Non-Discrimination. The Subcontractor shall comply with all the federal and state non-discrimination
laws, regulat ions and policies, which are otherwise applicable to AWC. Accordingly, no person shall,
on the ground of sex, race, creed, religion, color, national origin, marital status, families with children,
age, veteran or military status, sexual orientat ion, gender expression, gender identity, disability, or
the use of a t rained dog guide or service animal, be unlawfully excluded from participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any act ivity performed by
the Subcontractor and its agents under this Subcontract. The Subcontractor shall notify AWC
immediately of any allegations, claims, disputes, or challenges made against it under non-
discrimination laws, regulations, or policies, or under the Americans with Disabilities Act . In the event
of the Subcontractor's noncompliance or refusal to comply with this nondiscrimination provision, t his
Subcontract may be rescinded, cancelled or terminated in whole or part, and t he Subcontractor may
be declared ineligible for fu rther contracts with AWC.
25. Overpayments. Subcontractor shall refund to AWC the fu ll amount of any overpayment under this
Subcontract within thirty (30) calendar days of written notice. If Subcontractor fails to make a prompt
refu nd, AWC may charge Subcont ractor one percent (1%) per month on the amount due until paid in
full.
26. Public Disclosure. Subcontractor acknow ledges that AWC is subject to the Washington St ate Public
Records Act, Chapter 42.56 RCW, and AWC acknowledges that the Subcontractor is subject to t he
Was hington State Public Records Act, Chapter 42.56 RCW, and that this Subcontract shall be a public
record as def ined in RCW 42.56. Any specific informat ion that is claimed by either party to be
confidential or proprietary must be clearly identified as such by that party. To the extent consistent
with chapter 42.56 RCW, each party shall attempt reasonably to maintain the confident iality of all
such information marked confidential or proprietary. If a request is made to view such information,
the party receiving t he public records request will notify t he other party of the request and the date
that such records will be released to the requester unless the other party obtains a court order
enjoining that disclosure. If such party fa ils to obtain the court order enjoining disclosure, the party
receiving the records request will release the requested information on the date specified .
27. Publicity. The Subcontractor agrees to submit to AWC all advertisi ng and publicity matters relating
to this Subcontract which in the AWC's judgment, AWC or the Superintendent's name can be implied
or is specifically mentioned. The Subcontractor agrees not to publish or use such advertising and
publicity matters without the prior written consent of AWC.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
28. Registration with Department of Revenue. Th e Subcontractor shall complete registration w ith the
Department of Revenue and be res ponsible for payment of all t axes due on payments made under
this Subcontract.
29. Records Maintenance. The Subcontractor shall maintain all books, records, documents, data and other
evidence relating to this Subcontract and performance of the services described herein, including but not
limited to accounting procedures and practices which sufficiently and properly reflect all direct and
indirect costs of any nature expended in the performance of this Subcontract. Subcontractor shall retain
such records for a period of six years following the date of final payment. At no additional cost, t hese
records, including materials generated under the Subcontract, shall be subject at all reasonable times to
inspection, review or audit by the AWC or the Superintendent, personnel duly authorized by AWC or the
Superintendent, the Office of the State Auditor, and federal and state officials so authorized by law,
regulation or agreement.
If any litigation, claim or audit is started before the expi ration of the six (6) year period, the records
shall be retained until all litigation, cla ims, or audit findings involving the records have been resolved.
30. Right of Inspection. The Subcontractor shall provide right of access to its facilities utilized under this
Subcontract to AWC or any of its officers responsible for executing the terms of this Subcontract at all
reasonable t imes, in order to monitor and evaluat e performance, compliance, and/or quality
assurance under this Subcontract on behalf of AWC. All inspections and evaluations shall be
performed in such a manner that will not unduly interfere with the Subcontractor's business or work
hereunder.
31. Severability. The provisions of this Subcontract are intended to be severa ble. If any term or provision
is illegal or invalid for any reason whatsoever, such illegality or inva lidity shall not affect the va lidity
of the remainder of the Contract.
32. Subcontracting. Neither the Subcontractor nor any agent of the Subcontractor shall enter into
subcont racts for any of the work contemplated under this Subcontract without obtaining prior written
approval of AWC. Subcontractor is responsible t o ensure that all terms, conditions, assurances and
certifications set forth in this Subcontract are included in any and all Su bcontracts. In no event shall
the existence of the subcontract operate to release or reduce liability of the Subcontract or to the AWC
for any breach in the performance of the Subcontractor's duties. This clause does not include
contracts of employment between the Subcontractor and personnel assigned t o work under this
Subcontract.
If, at any time during the progress of the work, AWC determines in its sole judgment that any agent
of the Su bco ntractor is incompetent, AWC shall notify the Subcontractor, and the Subcontractor shall
take immediate steps to terminate the agent's involvement in the work. The rejection or approval by
AWC of any agent or the termination of an agent shall not relieve the Subcontractor of any of its
responsibilities under the Subcontract, nor be the bas is for add itional charges to AWC.
33. Taxes. All payments accrued on account of pa yroll taxes, unemployment contributions, any other
taxes, insurance or other expenses for the Subcontractor or its staff shall be the sole responsibility of
the Subcontractor.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
34. Technology Security Requirements. The security requirements in this document reflect t he applicable
requirements of St andard 141.10 (https://ocio.wa.gov/policies) of the Office of the Chief Information
Officer for the st ate of Washington, w hich by this reference are incorporated into this agreement.
The Subcontractor acknowledges it is req uired to comply with WaTech Office of Chief Information
Officer (OCIO) IT Securit y Policy 141 and OCIO IT Security Standard 141.10, Securi ng Information
Technology Assets. OCIO IT Security Standard 141.10, Securing Information Technology Assets,
applies to all Superintendent asset s stored as part of a service, application, data, system, portal,
module, components or plug-in product(s) that are secured as defined by the WaTech OCIO's IT
Security Policy 141 and OCIO IT Security Standard 141.10, Securing Information Technology Assets.
As part of OCIO IT Security St andard 141.10, a des ign review checklist and/or other action may be
required. These activities will be managed and coordinated between AWC and the Subcontractor.
Any related costs t o performing these activities shall be at t he expense of the Subcontractor. Any such
activities and resu lting checklist and/or other products must be shared with AWC.
35. Termination for Convenience. Except as otherwise provided in t his Subcontract, t he Superintendent
or Superintendent's Designee may, by ten (10) days written notice, beginning on the second day after
t he mailing, terminate this Subcontract in whole or in part. The notice shall specify the date of
termination and shall be conclusively deemed to have been delivered to and received by the
Subcontractor as of midnight the second day of mailing in the absence of proof of actual delivery to
and receipt by the Subcontractor. If this Subcontract is so terminated, AWC shall be liable only for
payment req uired under the terms of the Subcont ract for services rendered or goods delivered prior
to the effective date of termination.
36. Termination for Default. In the event AWC determines the Subcontractor has failed to comply with
the conditions of t his Subcontract in a timely manner, AWC has the right to suspend or terminate this
Subcontract. AWC shall notify the Subcontractor in writing of the need to take correct ive action. If
corrective action is not taken within thirty (30) days, the Subcontract may be terminated. AWC
reserves the right to suspend all or part of the Subcontract, withhold further payments, or prohibit
the Subcontractor from incu rring additional obligations of funds during investigation of the alleged
co mpliance breach and pending corrective action by the Subcontractor or a decision by AWC to
terminate the Contract. In the event of termination, t he Subcontractor shall be liable for damages as
authorized by law including, but not limited to, any cost difference between the original Subcontract
and the replacement or cover Subcontract and all administrative costs directly related to the
replacement Subcont ract, e.g., cost of the competitive bidding, mailing, advertising and staff time.
The termination shall be deemed to be a "Termination for Convenience" if it is determined that the
Subcontractor: (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 AWC provided in this Subcontract are not exclusive and
are in addition to any other rights and remedies provided by law.
37. Termination Due to Funding Limitations or Contract Renegotiation, Suspension. In the event
funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after t he
effective date of t his Subcontract and prior to normal completion of this Subcontract, with the notice
specified below and without liability for damages:
a. At AWC's discretion, AWC may give written notice of intent to renegotiate the Subcontract
under the revised funding conditions.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
b. At AWC's discretion, AWC may give written notice to Subcontractor to suspen d performance
when AWC determines there is reasonable likelihood that the funding insufficiency may be
resolved in a timeframe that would allow Subcontractor's performance to be resumed.
(1) During the period of suspension of performance, each party will inform the other of
any conditions that may reasonably affect the potential for resumption of
pe rformance.
(2) When AWC determines that the funding insufficiency is resolved, it will give the
Subco ntractor written notice to resume performance, and Subcontractor shall
res ume performance.
(3) Upon the receipt of notice under b. (2), if Subcontractor is unable to resume
pe rformance of this Subcontract or if the Subcontractor's proposed resu mption date
is not acceptable to AWC and an accept able date cannot be negotiated, AWC may
terminate the Subcontract by giving w ritten notice to the Subcontractor. The parties
agree that the Subcontract will be terminated retroactive to the date of the notice of
suspension. AWC shall be liable only for payment in accordance w ith the terms of this
Subcontract for se rvices rendered prior to the retroactive date of termination.
c. AWC may immediately terminate this Subcontract by providing written notice to the
Subcontractor. The termination shall be effective on the date specified in the termination
notice. AWC shall be liable only for payment in accordance with the terms of this Subcontract
for services rendered prior to the effective date of termination. No penalty shall accrue to
AWC in the event the termination option in this section is exercised.
d. For purposes of this section, "written notice" may include email.
38. Termination Procedure. Upon termination of this Subcontract the AWC, in addition t o other rights
provided in this Subcontract, may require the Subcontractor to deliver to AWC any property
specifica lly produced or acquired for the performance of such part of t his Contract as has been
terminat ed . The provisions of the "Treatment of Assets" clause shall apply in such property transfer.
The AWC shall pay to the Subcontractor the agreed upon price, if separately stated, for completed
work and services accept ed by AWC and the amount agreed upon by the Subcontractor and AWC for
(a) completed work and services for which no separate price is stat ed, (b) partially completed work
and services, (c) other property or services which are accepted by AWC, and (d) the protection and
preservation of the property, unless the termination is for default, in which case AWC shall determ ine
the extent of the liability. Failure to agree with such determination shall be a dispute within t he
meaning of the "Disputes" clause for this Subcont ract. The AWC may withhold from any amounts due
to the Subcontractor such sum as AWC determines to be necessary to prot ect AWC against potential
loss or liability.
The rights and remedies of AWC provided in this se ction shall not be exclusive and are in addition to
any other rights and remedies provided by law under this Subcontract.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
After receipt of a notice of termination, and except as otherwise directed by the Superintendent, the
Subcontractor shall:
a. Stop work under this Subcontract on the date and to the extent specified, in the notice;
b. 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 Subcontract that is not
terminated;
c. Assign to AWC, in the manner, at the times, and to the extent directed by the AWC, all rights,
title, and interest of the Subcontractor under the orders and subcontracts in which case AWC
has the right, at its discretion, to settle or pay any or all claims arising out of the termination
of such orders and subcontracts;
d. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of AWC to the extent the AWC may require,
which approval or ratification shall be final for all the purposes of this clause;
e. Transfer title to AWC and deliver, in the manner, at the times and to the extent as directed
by AWC, any property which, if the Subcontract had been completed, would have been
required to be furnished to AWC;
f. Complete performance of such part of the work not terminated by AWC; and
g. Take such action as may be necessary, or as AWC may direct, for the protection and
preservation of the property related to this Subcontract which, in is in the possession of the
Subcontractor and in which AWC has or may acquire an interest.
39. Treatment of Assets. Except as otherwise provided for in the Subcontract, the ownership and title to
all real property and all personal property exceeding a value of $5,000 purchased by the Subcontractor
in the course of performing this Subcontract with moneys paid by the Superintendent shall vest in the
Superintendent, except for supplies consumed in performing this Subcontract. The Subcontractor
shall (1) maintain a current inventory of all the real and personal property; (2) label all the property
"State of Washington, Superintendent of Public Instruction"; and, (3) surrender property and title to
the Superintendent without charge prior to settlement upon completion, termination or cancellation
of this Contract.
If any property is lost, destroyed, or damaged, the Subcontractor shall notify the Superintendent and
take all reasonable steps to protect the property from further damage.
All reference to the Subcontractor under this clause shall include Subcontractor's employees and
agents.
40. Waiver. A failure by either part to exercise its rights under this Subcontract shall not preclude that
party from subsequent exercise of such rights and shall not constitute a waiver of any other rights
under this agreement. Waiver of any default or breach sha ll not be deemed to be a waiver of any
subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
SEEK Funding Opportunity Subcontractor Funding Agreement
this Subcontract unless stated to be such in writing and signed by personnel authorized to bind each
of the parties.
DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
Attachment A
SEEK Application & Scope of Work
Insert detailed project description as included in the Funding Opportunity application & Attach SEEK
Funding Application
Summer Day Camp/ Field Trips
We are seeking to provide field trips each week to enhance our summer day camp program. If we are
approved for funding, the campers will enjoy t he following trips: Kayak Point A visit to Kayak Point gives
youth a chance to engage in nature, learn about the marine life of Port Susan and explore this beloved
Snohomish County Park. Padilla Bay National Estuarine Research This unique field trip experience
engages children in a hands-on natural learning environment allowing them to explore an estuary and
eco-systems. Boeing Future of Flight and Tour The Boeing Future of Flight and Tour gives youth the
opportunity to explore science, technology and aerospace and gain an understanding of Boeing, a
leading industry in Snohomish County. The Outback Kangaroo Farm This amazing experience will give
youth the opportunity to get up close to, and learn about kangaroos, wallabies, llamas, lemurs, emus
and peacocks. It is a unique experience that opens doors to other parts of the world. Alpacas from Mars
This farm visit teaches youth about the intricacies of raising animals to use their fur as textiles. Youth
will learn about different types of fur and how the fur is transformed into usable product. They will then
craft t heir own item from alpaca fur. This experience helps youth make the connection to the source of
textiles used for products. Mountain View Blueberry Farm A visit to Mountain View Blueberry Farm will
give youth the experience of picking their own berries and helping connect them to the origins of food.
They will also learn about the pollinators and their importance to crops. Back at camp, blueberries will
be used in creating easy kid-friendly cooking crafts. Everett Aquasox Kids Day This exciting day gives kids
a chance to experience a day at the ball park. They will see rising young athletes play t he game of
baseball. This is a~ inspiring day of teamwork, cheering with the crowds and seeing hardworking and
dedicated individuals share their passion for the game.Each of the field trips provide opportunities for
our youth to engage with one another in an outdoor or non-traditional classroom setting. All field trips
will require students to engage in physical activity by walking for tours and hands on activities. Students
will learn about their environment and the many natural resources that surround Marysville. The
summer day camp program has always served students from low income families, students of color,
children with disabilities and children in foster care. Many of these students would not have the
opportunity to visit the destinations listed above without day camp providing field trips. One of our
goals is to provide affordable summer day camps. Field trips are ex pensive and have not been a part of
camp programming in order to keep costs down. Another goal of our summer day camp program is offer
outdoor education and learning opportunities. This grant would allow us to take students on weekly
field trips without raising the cost of camp. Without the grant we will not offer field t rips in order to
keep the program affordable to our participants. Our summer day camp program is a fee based
program. However, at a cost of $139 per week we offer the most affordable day camp in Marysville. The
Marysville YMCA cha rges $250 per week, The Marysville Boys and Girls Club charges $200 per week, and
Camp Fire charges $300 per week. We are also more affordable than many local daycares. On a normal
ca mp day students spend about 3.5 hours outdoors. On a field trip day (depending on the destination)
students may spend from 3-7 hours outdoors. Summer day camp is offered from 9am-4pm, Monday-
Friday. Camp is offered for 7 weeks from June 27-August 12.
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DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-288F6087F407
Budget & Project Costs Worksheet
Budget (as presented in the SEEK application Project Costs Worksheet)
Project: Summer Day Camp/ Field Trips
Project Costs Summer 2022
Staff $2520
Equipment & supplies (i.e. sports equipment, $2400
art supplies, or wat er and snacks} (must be
directly related to program being offered}
Scholarships or subsidies $
Transportation $3330
Facilities $
Professional Services (please be specific on $
type of service)
Fees (such as entrance fees for field trips) $3750
**Meals $
Other (please specify} $
TOTAL $12000
Attachment B
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OocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
Attachment C
Subcontractor Reporting Requirements
Reports must contain the following information:
• Describe the K-12-aged {4 to 21) youth who participated through this program including
disaggregated data about student age range, gender, race/ethnicity, FRPL status, and other
student information.
• Describe the type of program funded and the geographic area served.
• Explain how the program targeted youth populations were recruited to participate.
• Explain how these funds were used to create more access to underserved and/or economically
disadvantaged youth.
• What disproportionately impacted communities did the summer recreation program serve?
• Discuss program successes and challenges.
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DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
Attachment D
Subcontractor Agent(s)
List any Subcontractor Agent(s) that will provide director supervision of youth in a program funded
through SEEK.
Name of Agent Address
Agent #1 Agent Address #1
Agent #2 Agent Address #2
Agent #3 Agent Address #3
Agent #4 Agent Address #4
Agent #5 Agent Address #5
Agent #6 Agent Address #6
Agent #7 Agent Address #7
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DocuSign Envelope ID: 43283FEE-E9A8-4691-9E46-2B8F6087F407
Attachment E
Proclamation 21-14 COVID-19 Vaccination Certification
To reduce the spread of COVID-19, Washington state Governor Jay lnslee, pursuant to emergency
powers authorized in RCW 43.06.220, issued Proclamation 21-14 -COV/0-19 Vaccination Requirement
(dated August 9, 2021), as amended by Proclamation 21-14.1 -COV/0-19 Vaccination Requirement
{dated August 20, 2021) and as amended by Proclamation 21-14.2 -COV/0-19 Vaccination Requirement
(dated September 27, 2021), and as may be amended thereafter. The Proclamation requires contractors
who have goods, services, or public works contracts with a Washington state agency to ensure that their
personnel (including subcontractors and agents) who perform contract activities on-site comply with the
COVI0-19 vaccination requirements, unless exempted as prescribed by the Proclamation. AWC is under
contract with OSPI and as such is required to meet these requirements and ensure that any
subcontractors also comply.
By entering into this agreement, the Subcontractor agrees to comply as follows:
1. Has reviewed and understands Subcontractor's obligations as set forth in Proclamation 21-14-
COVID-19 Vaccination Requ irement (dated August 9, 2021), as amended by Proclamation 21-
14.1-COVID-19 Vaccination Requirement (dated August 20, 2021), and as amended by
Proclamation 21-14.2 -COVID-19 Vaccination Requirement (dated September 27, 2021);
2. Has developed a COVID-19 Vaccination Verification Plan for Subcontractor's personnel
(including agents) that complies with the above-referenced Proclamation;
3. Has obtained a copy or visually observed proof of full vaccination against COVID-19 for
Subcontractor personnel (including agents) who are subject to the vaccination requirement in
the above-referenced Proclamation;
4. Complies with the requirements for granting disability and religious accommodations for
Subcontractor personnel (including agents) who are subject to the vaccination requirement in
the above-referenced Proclamation;
5. Has operational procedures in place to ensure that any contract activities that occur in person
and on-site at OSPI premises (other than only for a short period of time during a given day and
where any moments of close proximity to others on-site will be fleeting -e.g., a few minutes for
deliveries) that are performed by Subcontractor personnel (including agents) will be performed
by personnel who are fully vaccinated or properly exempted as required by the above-
referenced Proclamation;
6. Has operational procedures in place to enable Subcontractor personnel (including agents) who
perform contract activities on-site and at OSPI premises to provide compliance documentation
that such personnel are in compliance with the above referenced Proclamation;
7. Will provide to OSPI or AWC, upon request, Subcontractor's COVID-19 Vaccination Verification
Plan and related records, except as prohibited by law, and will cooperate w ith any investigation
or inquiry pertaining to the same.
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