' MUCKLESHOOT INDIAN TRIBE -
CONTRACT SERVICES AGREEMENT NO.

I. This Agreement is entered into on   01/15/2015        between the Muckleshoot Indian Tribe,
39015 172"d Ave., S.E., Auburn. WA. 98092, hereinafter referred to as MUCKLESHOOT and
89.31 Qf Seattle                    hereinafter referred to as CONTRACTOR. MUCKLESHOOT
and CONTRACTOR hereby agree that the CONTRACTOR shall provide specific services to MUCKLESHOOT
for a specific period of time and for a specific amount as stated herein.

II. The period of time for this Agreement shall begin on  01/15/2016    and shall end  06/30/2016
.
Time is of the essence for performance by CONTRACTOR.

III. Compensation for services under this Agreement shall be on a Linxed-fee basis  |:|cost plus basis .
Iiourly fee basis not to exceed   $292,159.99     inclusive of all materials, travel and other costs.
lV. MUCKLESHOOT'S representative authorized to implement the termsand conditions of this Agreement is
designated as  Glen St. Amant . CONTRACTOR's authorized representative is _G_e_o_,_B_lme_er_q_.

V. Services and deliverables to be provided under this Agreement are these specified as follows: (Services
must be described to allow for quantitative and qualitative measurement and, if applicable. specific
deliverables or products. Specify payment rates for services involving cost plus arrangements. Proposals,
scopes of work or services descriptions may be attached.)

DESCRIPTION OF SERVICE(S)/DELIVERABLE(S)              TARGET/DUE DATE(S)
' '
If marked, / I'

CONTRACTOR will enhance and improve estuarine aquatic area resource values In former marine     See attached SOW
industrial aquatic area and shoreline in the Duwamish River as noted in the attached "Scope of Work #1
TFD 2542 Duwamish River Estuary Improvements" dated 21 January 2016".

VI. All invoices require a detailed summary of services provided and shall be submittedl'nonthly Elat time
of receipt of deliverable or Dother frequency

VIl. If marked,'Ten percent (10%) of the total Agreement amount shall be withheld pending receipt of a
final progress report or deliverable.

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'
MUCKLESHOOT:                 A on:    ".
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Authorized Representative                      Si       CONT
nature of      iTOR's repiesyive
Isabel Tinoco                        Pb 79/ RicaL/i
Print name . Print Name
2542'7530          FOEQGX  i 21? 9
Approved Budget: TFD#
address
Z,              [Contractor's
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Tribal Comptroller
Telephonezg'w .7127? 35? Q." 8.5. or lRS#:
The STANDARD TERMS AND CONDITIONS FOR THE MUCKLESHOOT CONTRACT SERVICES AGREEMENT and any proposal identified
above shall be attached to this signature page and incorporated by reference to constitute the entire Agreement between the
parties. If the amount in Paragraph III is $25,000 or over, this Agreement shall not be valid or enforceable without the required
signatures above and the signatures of (l) Tribal Chairperson or Vice Chairperson; (2) Tribal Finance Officer; and ( 3) if
applicable. the Tribal Operations Manager listed below:


Tribal Finance Officer           Tribal Operations Manager (if applicable)         Tribal Chairperson/Vice Chairperson

Adopted Per Res. No. 09-089 Effective 04/20/09 - Supersedes And Replaces All Previous Formats

Page 1 of5 CONTRACTOR must initial each page

TERMS AND CONDITIONS FOR THE MUCKLESHOOT CONTRACT SERVICES AGREEMENT

1.  PAYMENT TERMS. MUCKLESHOOT shall make payment to the CONTRACTOR no later than thirty (30)
Such
days after MUCKLESHOOT'S accounting department begins processing CONTRACTOR's invoice.
processing shall begin after CONTRACTOR presents the invoices and deliverables to MUCKLESHOOT'S
authorized representative and the authorized representative submits written approval to the
accounting department for payment based on an inspection of the work.  Any payment may be
withheld on account of (1) defective work not remedied. (2) claims filed by third parties, (3) failure of
the Contractor to pay all wages, suppliers or subcontractors; or (4) to execute a right of setoff for sums
owed to MUCKLESHOOT. Payment by MUCKLESHOOT does not constitute a waiver of any claims by
MUCKLESIIOOT against CONTRACTOR concerning or arising out of this Agreement. Acceptance of final
payment by CONTRACTOR constitutes a waiver of all claims by CONTRACTOR.

RIGHT TO AUDIT. The CONTRACTOR agrees to maintain for inspection by MUCKLESHOOT for three
evidence pertaining to the costs and
years after final payment all books, records, documents. and other
to the extent and in such detail
expenses of this Agreement, hereinafter collectively called, "records",
of labor, materials, supplies, and services, and
as will properly reflect all net costs, direct and indirect,
other costs of whatever nature for which reimbursement is claimed under the provisions of this
Agreement.

OWNERSHIP OF DELIVERABLES. Any and all reports, data, findings or other materials or deliverables
under this Agreement shall become the property of and remain under the sole proprietorship of
MUCKLESHOOT. Material created by CONTRACTOR and paid for by MUCKLESHOOT shall be owned by
MUCKLESHOOT, and shall be a "work for hire" as defined by the United States Copyright Act of 1976.
This material includes, but is not limited to, plans, drawings, documents, computer programs,
pamphlets, reports, studies, video production, audio reproduction, surveys, and materials in any other
medium. CONTRACTOR for itself and any artists engaged by CONTRACTOR to perform work under this
Act of 1990.
Agreement, specifically waives any all rights granted pursuant to the Visual Artists' Rights
Material that CONTRACTOR                                       for by
uses to perform the Agreement but is not created for or' paid
MUCKLESHOOT is not owned by MUCKLESHOOT, however, CONTRACTOR shall arrange for
MUCKLESHOOT to have a perpetual license to this material for MUCKLESHOOT'S internal purposes at no
charge to MUCKLESHOOT.
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. .
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S.  SUCCESSORS IN INTEREST. MUCKLESHOOT and CONTRACTOR each bind themselves and their partners,
to this Agreement and to the
agents, assigns, successors and legal representatives of such other party
partners, successors and legal representatives of such other party with respect to all terms and
conditions of this Agreement.

NONASSIGNABILITY.  Neither MUCKLESHOOT nor CONTRACTOR shall delegate, assign, sublet or
transfer their duties or interest in this Agreement without the written consent of the other party. Any
such assignment, sublet, delegation or transfer shall be subject to the same terms and conditions as
this Agreement.

INDEPENDENT CONTRACTOR. Services under this Agreement are provided by CONTRACTOR acting in
contractor and not as a MUCKLESHOOT
a consulting or personal services capacity as an independent
employee.  CONTRACTOR certifies that CONTRACTOR:  ( a ) possesses all of the skills and tools
necessary to perform services; ( b ) will establish CONTRACTOR's own specific hours for performing
services; and  ( c ) will control the means and methods for carrying out this Agreement. CONTRACTOR
is not entitled to any payments not expressly stated herein for any fringe benefit, including but not
limited to, paid holidays, retirement plan benets, life and health insurance plan benets, subsidized
cafeterias,              stock options, and expense accounts.   CONTRACTOR acknowledges that
company cars,
CONTRACTOR is responsible for all applicable taxes, unemployment and workers compensation or
equivalent coverage.

SUBCONTRACTORS. Unless MUCKLESHOOT requires prior approval of subcontractors,
CONTRACTOR may, in its discretion, engage subcontractors to perform work under this Agreement,
provided that CONTRACTOR shall fully pay said subcontractors, and, in all instances, CONTRACTOR

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shall remain responsible for the proper completion of the work under this Agreement. CONTRACTOR
shall not allow any subcontractors to begin work under its subcontract until CONTRACTOR is satisfied
that the subcontractor has broad form general liability insurance and worker's compensation coverage.
Any subcontractor shall be bound by the terms of this Agreement. To the extent that any subcontractor
fails to satisfy its obligation to defend and indemnify MUCKLESHOOT as detailed in Section 12 of this
Agreement, the CONTRACTOR shall protect, defend, indemnify and hold harmless MUCKLESHOOT, its
employees and agents from any and all costs. claims. judgments. and/or awards or damages arising out
of, or in any way resultingvfrom, the negligent act or omissions of the CONTRACTOR'S subcontractor,
its employees and/or agents in connection with or in support of this Agreement.

COMPLIANCE. In the event payment for services under this Agreement is made from federal or state
funds, CONTRACTOR shall abide by all applicable federal and state laws and regulations governing
such funds which laws and regulations are hereby incorporated by reference.  Any rights of the
CONTRACTOR are subject to the limitations on and availability of such funds to MUCKLESHOOT. The
CONTRACTOR shall, whether or not federal or state funds are involved, without additional expense to
MUCKLESHOOT, comply with all applicable laws and obtain all required licenses and permits necessary
to execute the provisions of this Agreement. CONTRACTOR shall file all required returns and notices.
When working on the Muckleshoot Indian Reservation, CONTRACTOR shall comply with all Tribal'laws.
Before commencing work, CONTRACTOR shall obtain all required Tribal licenses and permits.
CONTRACTOR shall indemnify and hold MUCKLESHOOT harmless from any and all costs, liabilities, or
obligations by reason of the failure of CONTRACTOR or his or her employees, agents, subcontractors or
assigns to comply with any applicable law.

10. NONDISCRIMINATION. CONTRACTOR shall not discriminate against any employee or applicant for
employment on the basis of race, color, religion, age, sex, national origin, or handicap, with regard to
employment upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay,
or other forms of compensation and selection for training.



12. INDEMNIFICATION. CONTRACTOR shall defend, indemnify and hold harmless MUCKLESHOOT, its
employees and its agents for all loss, damage, liability, claims, lawsuits demands, or costs arising out
of any strict liability, negligent or wrongful act or omission of the CONTRACTOR related to or arising
out of the implementation of this Agreement. CONTRACTOR shall reimburse MUCKLESHOOT for all
costs reasonably incurred to defend MUCKLESHOOT against such claims through attorneys of
MUCKLESHOOT'S choice. CONTRACTOR waives, as respects to MUCKLESHOOT only, any immunity that
would otherwise be available against such claims under the Industrial Insurance provisions of Title 51
RCW as well as any similar coverage required for this work by applicable federal or other state's state
law.

13. DUTY TO NOTIFY MUCKLESHOOT. CONTRACTOR shall notify MUCKLESHOOT within ten (10) days of
any litigation arising from or affecting its operations under this Agreement. including any bankruptcy
subcontractors.
or insolvency proceedings of CONTRACTOR or of its assignees or

14. INTEREST. The CONTRACTOR shall not be entitled to any interest on any amount found due and owing
hereunder, whether before or after judgment, but shall, at most, only be entitled to the amount
specified on the first page of this Agreement.

15. APPLICABLE LAW. The negotiation and execution of this Agreement shall be deemed by the parties to
have occurred within the Muckleshoot Indian Reservation and any interpretation thereof shall be in
accordance with the laws of the Muckleshoot Indian Tribe. In the absence of applicable Muckleshoot
Tribal law, then the parties shall apply federal law or Washington State law in that order.

16. REMEDY FOR BREACH BY CONTRACTOR. Failure by CONTRACTOR to perform on its part any duty,
be
term or condition herein shall constitute a breach. MUCKLESHOOT'S authorized representative shall
allowed to observe any work performed by the CONTRACTOR which is covered by this Agreement.
MUCKLESHOOT may immediately suspend operation under this Agreement by written notice of any
breach. Suspension shall continue until MUCKLESHOOT'S authorized representative certifies in writing
that the breach is remedied. If CONTRACTOR is still in breach after seven days from the notice of
suspension, MUCKLESHOOT may,  it ut further notice, terminate all rights of CONTRACTOR under
ft
Page 3 of5 )  CONTRACTOR must initial each page

this Agreement. MUCKLESHOOT'S payment obligation. if any. shall be limited to payment of any work
properly completed up to the time of suspension or termination. CONTRACTOR may suspend work,
(7) days written notice to MUCKLESHOOT in the event that MUCKLESHOOT improperly
upon seven
withholds any periodic or installment payment due under this Agreement.

17. NO WAIVER. Any failure by MUCKLESHOOT to suspend or terminate this Agreement in case of breach
shall not waive CONTRACTOR'S duty to perform strictly in accordance with this Agreement. The failure
of MUCKLESHOOT to assert any claim or right at any time under this Agreement shall not waive its right
to assert any claim or right at a later time.

18. NOTICE. Any notice sent under the terms of this Agreement may either be sent by personally giving a
or contractors or mailing a copy to the address
copy thereof to CONTRACTOR or its agents, employer
set forth in this Agreement.
19. ACCEPTANCE. No payment made to CONTRACTOR pursuant to the terms of this Agreement shall be
construed as acceptance of any work or material not in accordance with this Agreement.

20. REPRESENTATIONS AND WARRANTIES. CONTRACTOR represents that it is (1) able to furnish the plan,
tools, materials, supplies, equipment and labor required to complete the work, (2) CONTRACTOR is
authorized to do business in the State of Washington and is properly licensed by all necessary
governmental and public authorities having jurisdiction over the CONTRACTOR. and the work, and (3)
CONTRACTOR's execution. delivery and performance of the Agreement are within CONTRACTOR's
powers and have been duly authorized. All work shall be performed by individuals duly licensed and
authorized by law to perform said work. CONTRACTOR warrants that it has sufficient experience and
that all such work
competence to perform the work and services authorized under this Agreement and
and services shall be completed in a professional and workmanship like manner and in compliance
with industry standards. CONTRACTOR further warrants that their work shall be accomplished in a
reasonable and prudent manner in accordance with the standards of the applicable profession in the
State of Washington. \~.
.
21. INSURANCE. CONTRACTOR warrants that it is adequately insured for injury to its employees and
others incurring loss or injury as a result of the acts of CONTRACTOR, its employees, its agents or its
subcontractors. CONTRACTOR agrees to keep in force during its acts under this Agreement a
comprehensive ISO-compliant general liability insurance policy with a minimum limit of $1,000,000,
and minimum carrier rating of AM Best A-VII. If CONTRACTOR is providing professional services,
CONTRACTOR shall    professional liability insurance in an amount appropriate for like
carry
professionals in the Seattle metropolitan area. Contractor's policies shall be primary and non-
contributory with any similar insurance maintained by Muckleshoot. Prior to beginning the work,
CONTRACTOR shall provide                                 that
a certificate  of insurance  to MUCKLESHOOT demonstrating
CONTRACTOR has the insurance described. CONTRACTOR shall require insurer to notify
MUCKLESHOOT forty-five (45) days prior to cancellation of said policy. Unless waived in writing by
MUCKLESHOOT, CONTRACTOR shall name MUCKLESHOOT as an additional insured. CONTRACTOR shall
also maintain in full force and effect worker's compensation coverage for CONTRACTOR and its agents,
such
employees, and staff that the CONTRACTOR may employ, and provide proof to MUCKLESHOOT of
is not required under the circumstances.
coverage; or proof that such worker's compensation insurance

22. DISPUTE RESOLUTION. If any dispute arises under this Agreement, the parties shall negotiate in good
faith to resolve such dispute. If the parties cannot resolve such dispute themselves, then either party
may submit this dispute to arbitration by an arbitrator approved by both parties. Such arbitration,
including the selection of the arbitrator. shall be in accordance with the then current rules of the
American Arbitration Association, unless the parties agree otherwise.  Notice of a demand for
arbitration will be filed in writing with the other Party to this Agreement. The award rendered by the
arbitrator shall be final and binding and judgment may be entered upon said award in accordance with
the laws of the MUCKLESHOOT Indian Tribe, the State of Washington or the United States of America.

23. LIMITED WAIVER OF SOVEREIGN IMMUNITY. Except as specifically provided in this Paragraph 23, the
Agreement with MUCKLESHOOT does not and shall not waive, limit or modify its sovereign immunity
from any lawsuit. MUCKLESHOOT does. however, expressly waive. in a limited manner, its sovereign
immunity from suit for the limited purpose of permitting CONTRACTOR to bring a lawsuit to compel
arbitration or enforce an arbitration award, in the United States District Court for the Western District
of Washington, the Court of Appeals for the Ninth Circuit and the United States Supreme Court, or. if
the federal court declines to assert jurisdiction or venue, in the Courts of the State of Washington,
except that such waiver as to any. claim for money damages or monetary payments
is limited to the
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amount owed under the Agreement, but in no event any greater than the total Agreement amount.
This limited waiver of sovereign immunity is solely for the benefit of CONTRACTOR, and
MUCKLESHOOT, by granting this limited waiver of sovereign immunity to CONTRACTOR, does not
otherwise waive its sovereign immunity as to anyone other than CONTRACTOR.

24. INTEGRATION CLAUSE. This Agreement, including its referenced attachments, represents the entire
and complete Agreement between the parties and supersedes all prior negotiations. representations or
Agreements either written or oral. It may be amended or modified only in writing signed by both
parties. Any apparent inconsistencies between the attachments shall be construed in favor of these
Terms and Conditions. This Agreement shall not be valid unless each and every MUCKLESHOOT
signature required herein is affixed and CONTRACTOR has initialed each page evidencing acceptance of
all terms of this Agreement.








H!"\'-              Page 5 OH            CONTRACTOR must initial each page

Scepe of Work #1 TFD 2542
Duwamish River Estuary Improvements
Dated 21 January 2016


CONTRACTOR will enhance and improve 1.3 acres of shallow sub-tidal, inter-tidal, and shoreline area,
estuarine aquatic area resource values, to include removing physical impediments to migratory salmon
and resident fish and wildlife and improving estuarine habitat functions and quality, in former marine
industrial aquatic area and shoreline at the Port of Seattle, Terminal 105 located at River Mile 0.6 of the
Duwamish River per Attachments 1 Terminal 105, Derelict piling and debris removal project, JARPA,
12.11.14 and attachment 2 Port of Seattle, SEPA Exemption, 12.15.15.

CONTRACTOR will conduct the following activities:

Activity             Deliverable                         Schedule
Piling and debris      Extract/removal up to 250 derelict creosote  January/February 2016
removal:          piling and inter-tidal/shallow sub-tidal
debs
Clean sand cover     Place clean sand material, matching       Clean sand cover-
adjacent substrate areas, into void spaces   February 2016
and irregular surfaces created due to piling
and debris removal will
Bank-line stabilization  install stabilizing native riparian vegetation   April-June 2016.
and anchored largewoody-debris in upper
bank-line location using remaining Grant
funds


CONTRACTOR will conduct bank-line stabilization work described in Task 3, based on available remaining
funds once Tasks 1 and 2 have been completed. If no funds remain after conducting Tasks 1 and 2, Task
3 will not be required.

CONTRACTOR will be responsible to obtain all necessary permits required for the work conducted.

CONTRACTOR will provide MUCKLESHOOT with copies of all permits obtained for work conducted.

Muckleshoot's Technical Representative for this project is Glen St. Amant.

All invoices must be received by Muckleshoot Finance Department no later than July 15, 2016.






Scope of Work Page 1 of 1  Mw   CONTRACTOR must initial each page