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HomeMy WebLinkAbout5917RESOLUTION NO. 5917 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CASCADE BICYCLE CLUB TO ACCEPT AND EXPEND GRANT FUNDS FOR THE OPERATION OF CITY BICYCLE PROGRAMS WHEREAS, The Washington State Department of Transportation (WSDOT) provides grant funding through the Statewide School -Based Bicycle Safety Education Program, which was created by statute in 2022; and WHEREAS, the purpose of the program is to make elementary and middle school students more confident bicyclists for transportation and/or recreation by developing their bicycle skills and providing them with street safety knowledge; and WHEREAS, the Cascade Bicycle Club is an organization that works with WSDOT to identify qualified recipients of grant funding through the School -Based Bicycle Safety Education Program and to administer those grants; and WHEREAS, the Cascade Bicycle Club has awarded the Auburn Parks, Arts, and Recreation Department grant funding for middle school programs that teach bike knowledge, bicycle and pedestrian safety, and leadership skills to students from systemically underserved communities. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RESOLVES as follows: Section 1. The Mayor is authorized to execute an Agreement between the City and Cascade Bicycle Club, which agreement will be in substantial conformity with the agreement attached hereto. Resolution No. 5917 July 15, 2026 Page 1 of 2 Rev. 2026 Section 2. The Mayor is authorized to implement those administrative procedures necessary to carry out the directives of this Resolution. Section 3. The City Clerk is authorized to make necessary corrections to this Resolution including, but not limited to, the correction of scrivener's/clerical errors, references, Resolution numbering, section/subsection numbers, and any references thereto. Section 4. This Resolution will take effect and be in full force on passage and signatures. Dated and Signed this 20th of July, 2026. ATTEST: Shawn Campbell, MMC, City Clerk Resolution No. 5917 July 15, 2026 Page 2 of 2 CITY OF AUBURN 0k1VA/_\'(*1V APPROVED AS ason Whalen, City Attorney Rev. 2026 GRANT AGREEMENT BETWEEN CASCADE BICYCLE CLUB AND {{Organization Name}} This Grant Agreement (the "Agreement") is entered into by and between the ({Organization Name)) ("Grantee" or "Grantee"), a ({Entity)) entity having its principal place of business at ({Address}) ({Address 2}) ({Address City}) WA, {{Address Postal Code)) and the Cascade Bicycle Club ("CBC"), a non-profit organization, having offices at 7787 62nd Ave NE Seattle, WA 98115. Effective Date: July 1, 2026 Grant Amount: {{Award Amount)} Period of Performance: July 1, 2026—June 30, 2027. 1. TERM. This Agreement is for a one (1) year term, commencing July 1, 2026 and expiring June 30, 2027 (the "Grant Term"), unless earlier terminated pursuant to the provisions of this Agreement. a. To be considered for renewal for the subsequent period (July 1, 2027 — June 30, 2028), the Grantee must submit a renewal application and updated budget in accordance with CBC's renewal process. Renewal is not automatic and is contingent on: (i) successful implementation of the Scope of Work as assessed under CBC's Grantee Performance Standards; (ii) continued availability of funds under the WSDOT Master Contract and applicable legislative appropriations; (iii) mutual agreement of the parties; and (iv) CBC's review and approval of the Grantee's renewal application. Any extension or renewal of this Agreement must be documented in a written amendment signed by authorized representatives of both parties prior to the expiration of the current Grant Term. 2. PROGRAM AUJ THORITI; MASTER Cf1NTRACT; ORDER OF PRECEDENCE. a. Program Authority. This Agreement is entered into pursuant to RCW 47.04.390, which establishes the Statewide School -Based Bicycle Safety Education Grant Program (the "Program"). The Program was created by Chapter 182, Laws of 2022 (ESSB 5974, Section 419), and is funded through the Climate Active Transportation Account established under RCW 70A.65.030 (Climate Commitment Act). All rights, obligations, and conditions set forth in this Agreement derive from and are subject to: (i) RCW 47.04.390 (Statewide School -Based Bicycle Safety Education Grant Program); (ii) Chapter 182, Laws of 2022 (ESSB 5974, Section 419); (iii) RCW 70A.65.030 (Climate Commitment Act - Climate Active Transportation Account); (iv) RCW 70A.02 (Healthy Environment for All Act or HEAL Act); and (v) All applicable provisions of Washington state and federal law. b. Program Administrator. The Program is administered by Cascade Bicycle Club ("CBC" or "Administrator") pursuant to Contract No. K1519 with the Washington State Department of Transportation ("WSDOT"), as amended (the "Master Contract"), attached at Exhibit _. CBC is a sole -source contractor selected by WSDOT under the authority of RCW 47.04.390. This Agreement is a subgrant made by CBC in its capacity as Program Administrator under K1519. c. Relationship to Master Contract. This Agreement is funded by and made in furtherance of the Master Contract. A copy of the Master Contract, as currently in effect, is attached as Exhibit . Grantee acknowledges that: (i) this Agreement is funded through a state contract subject to legislative appropriation, WSDOT oversight, audit, and applicable state requirements; (ii) Grantee has been provided access to the Master Contract and has had an opportunity to review it; and (iii) certain requirements imposed on CBC under the Master Contract are passed through to Grantee as conditions of receiving and using Program funds. Pass through Obligations. To the extent applicable to Grantee's performance, Grantee shall comply with all Master Contract requirements. Without limiting the forgoing, the following obligations imposed on CBC under the Master Contract are specifically passed through to Grantee and are binding conditions of this Agreement, regardless of whether they are separately enumerated elsewhere: (i) Confidentiality and data security requirements; (ii) Criminal history background check requirements for personnel with unsupervised youth access; (iii) Sexual abuse and misconduct prevention requirements; (iv) Records retention and access rights of WSDOT and the Washington State Auditor's Office; (v) Requirements regarding use, custody, maintenance, tracking, return, disposition, and conversion of Program goods, equipment, Fleet Assets, and other state -funded property; (vi) key staff change notification requirements; (vii) Publicity, branding, acknowledgment, and communications requirements; (viii) Reporting, invoicing, documentation, and fiscal accountability requirements; (ix) any other requirements imposed by WSDOT that are applicable to Grantee's receipt or use of Program funds or performance of Program activities. e. Breach of Passthrough Obligation. Grantee's violation of any applicable pass -through obligation constitutes a breach of this Agreement and may result in remedies available under the Compliance, Escalation, and Termination provisions of this Agreement. CBC's obligation to notify WSDOT of a Grantee breach, noncompliance, audit finding, or misuse of funds is separate from and in addition to CBC's rights to act against Grantee under this Agreement. f. Changes to Master Contract. The parties acknowledge that the Master Contract was originally executed on or about October 25, 2022, and has been amended since execution. This Agreement incorporates the Master Contract requirements in their current operative form, as amended, and not superseded, expired, or legally inoperative provisions from prior versions. Grantee acknowledges that the Master Contract has been amended before and may be amended again during the Grant Term. If WSDOT amends, supplements, replaces, or interprets the Master Contract in a manner that affects Grantee's obligations under this Agreement, CBC shall notify Grantee in writing within thirty (30) calendar days after CBC receives notice of the change from WSDOT, or sooner if reasonably practicable given the nature of the change. I. Conforming Changes. If a Master Contract change modifies, clarifies, or replaces an obligation that already applies to Grantee under this Agreement, the corresponding provision of this Agreement shall be deemed conformed to the Master Contract requirement as of the effective date required by WSDOT, provided that CBC gives Grantee written notice identifying the change, the affected provision, the practical effect on Grantee's obligations, and any required deadline for compliance. ii. New Obligations. If a Master Contract change imposes a materially new obligation on Grantee that does not correspond to an existing obligation under this Agreement, the parties shall amend this Agreement in writing to incorporate the new obligation. Notwithstanding the foregoing, Grantee shall cooperate in good faith with CBC to satisfy any WSDOT-imposed requirement necessary to preserve Program funding, protect Program participants, safeguard state -funded property, or comply with applicable law. g. Order of Precedence. This Agreement is one of several documents that together govern Grantee's participation in the Program. In the event of any conflict among these documents, the following order of precedence controls: (1) Applicable Washington state and federal law. All provisions of this Agreement. Neither party may waive or contract around statutory requirements. (ii) Master Contract (K1519, as amended). All provisions of this Agreement that correspond to or implement K1519 obligations. Conflicts between this Agreement and K1519 resolve in favor of K1519. (iii) This Grant Agreement (including all Exhibits). All program obligations, financial terms, compliance standards, and rights between the parties. Conflicts between the Agreement and operational guidance documents resolve in favor of this Agreement. (iv) Scope of Work (Exhibit A). Program deliverables, timelines, documentation standards, and performance expectations. Conflicts between the SOW and Operational guidance resolve in favor of the SOW. (v) Program Operational Guidance. Operational guidance, processes, forms, and templates for program implementation. Conflicts between Operational guidance and verbal or informal CBC staff instructions resolve in favor of Operational Guidance. a. No Modification by Verbal Instruction. No verbal instruction, informal understanding, or course of dealing between the parties shall modify or supersede any written provision of this Agreement, the Scope of Work, or the Program Operational Guidance. 3. PRO6RAM SCOPE & iE164GNU PART110PANTS. This Agreement funds Grantee's implementation of the program identified in this Agreement (the "Program"), as part of Washington's Statewide School -Based Bicycle Safety Education Grant Program established by RCW 47.04.390. The specific program activities, deliverables, and requirements applicable to Grantee are described in the Scope of Work (Exhibit A). 4. SCOPE OF V ORL Grantee shall perform all program activities, meet all deliverables, and submit all required documentation as specified in the Scope of Work attached to this Agreement as Exhibit A (the "Scope of Work"). The Scope of Work is incorporated into this Agreement by reference and is a binding condition of Grantee's participation in the Program. a. Legal Status. Failure to complete required deliverables by the deadlines specified, or failure to submit required documentation, constitutes a breach of this Agreement subject to the escalation and compliance procedures of Section [DD]. b. Minimum Compliance & Program Quality. Completion of all deliverables in the Scope of Work reflects minimum compliance with this Agreement and does not on its own indicate overall program quality or guarantee eligibility for continued or expanded funding. Program quality standards, performance expectations, and renewal eligibility criteria are described in CBC's program operational guidance. c. Scope of Work Amendments. The Scope of Work may be amended during the Grant Term to reflect changes required by WSDOT, agreed program design adjustments, or corrections to deliverable language. Any amendment that changes a Grantee's legal obligations requires a written amendment to this Agreement signed by both parties, consistent with Section [Amendment]. 5. PROGRAM OPERATIONAL Gt11lE. Before the start of the Grant Term, CBC will provide Grantee with program operational guidance applicable to Grantee's program track ("Operational Guidance"). Operational Guidance translates the obligations of this Agreement and the Scope of Work into practical tools. This includes definitions, processes, expense documentation standards, reporting templates, data collection forms, and other resources Grantees use to implement the Program. Operational Guidance may be provided as a handbook, a program guide, or a collection of documents. a. Legal Status & Hierarchy. Updates to Operational Guidance. CBC may update Operational Guidance during the Grant Term to reflect new WSDOT guidance, revised forms, or updated operational procedures. CBC will provide Grantee with reasonable written notice where practical.. A material update is one that changes a Grantee's obligations, modifies a reporting requirement, or alters a form or process that Grantees are actively using. Non -material updates, including formatting corrections, clarification of existing requirements without changing their substance, and correction of errors, may be made without advance notice. CBC will provide reasonable notification of non -material updates when practicable. b. Grantee Acknowledgement. By executing this Agreement, Grantee acknowledges that it has received, or will receive, reviewed, and agrees to comply with the Operational Guidance provided by CBC for the current Grant Term. Grantee is responsible for reviewing and complying with any updated Operational Guidance following CBC's written notice of a material update. Failure to follow Operational Guidance requirements constitutes a breach of this Agreement. TOTALGRANT AWARD & APPROVED BUDGET. The total award under this Agreement shall not exceed the amount identified in Exhibit B (the "Total Award"). The Total Award is derived from Grantee's approved grant application and represents the maximum amount CBC may reimburse under this Agreement. a. Approved Budget. Grantee may request reimbursement only for allowable costs within the budget categories and amounts set forth in the Approved Budget in Exhibit B. Grantee may only request reimbursement for costs that fall within the approved categories and amounts, subject to the reallocation provisions of Section 19. b. No Guarantee of Full Award. CBC's obligation to reimburse is contingent on Grantee's compliance with this Agreement, WSDOT's reimbursement of CBC, and the continued availability of funds under the Master Contract. REIMINU, RSEiIMENT BAStS, NO ADVANCE PAYMENT. All payments under this Agreement are made on a reimbursement basis only. Grantee must incur and pay costs before requesting reimbursement. CBC does not make advance payments, pre -payments, or payments in anticipation of costs not yet incurred. a. WSDOT Payment Dependency. CBC's obligation to pay Grantee is contingent on CBC receiving the corresponding funds from WSDOT. CBC will pay all undisputed amounts within thirty (30) calendar days of CBC's receipt of funds from WSDOT. If WSDOT withholds or delays payment to CBC, CBC will notify Grantee and work to resolve the issue promptly. 8. ALLGWABLE COSTS. To be reimbursable under this Agreement, a cost must meet all of the following criteria, consistent with 2 CFR Part 200, Section 200.403-200.405 and K1519, Section 10: a. Incurred within the Grant Term. Costs must be incurred (goods received, services rendered, or obligations legally binding on Grantee) on or after July 1, 2026 and on or before June 30, 2027. b. Allowable to the Program. Costs must be directly attributable to Program activities described in the Scope of Work. Where a cost benefits both the Program and other Grantee activities, only the proportionate share attributable to the Program is allowable, supported by a documented allocation methodology. c. Reasonable. CBC may deny reimbursement for costs CBC or WSDOT determines are unreasonable, unsupported, excessive, or inconsistent with prevailing market rates for comparable goods or services. d. Adequately Documented. All costs must be supported by source documentation consistent with Section 11. e. Consistent with SAAM Travel & Expense Standards. Travel, lodging, meals, and incidentals shall be reimbursed at rates no greater than those established in the Washington State Administrative and Accounting Manual (SAAM), as updated from time to time. f. Compliant with Applicable Law. Costs must be incurred in compliance with all applicable federal and state laws, including applicable procurement requirements for public agency grantees. g. Within the Approved Budget. The cost falls within an approved budget category and does not exceed the approved amount for that category, subject to the reallocation provisions of Section 13. h. Supply & Equipment Purchases. All costs for supplies, equipment, and maintenance parts are subject to the additional eligibility criteria in Exhibit B, Schedule A-2, and CBC's cost guidance. A purchase appearing on the Authorized Cost Sheet is a necessary but not sufficient condition for reimbursability. i. Unallowable Costs. Costs that fail to meet any condition in this Section 8, or that CBC or WSDOT has specifically identified as unallowable in writing, are not reimbursable under this Agreement. 9. COMPENSATION & PAYMENT. Payment is subject to this Agreement. a. Conditions of Payment. Each reimbursement payment is contingent on: (i) Grantee's satisfactory progress toward Scope of Work deliverables; (ii) Grantee's compliance with this Agreement; (iii) CBC's receipt of the corresponding funds from WSDOT; and (iv) no material change in Grantee's operations, staffing, or legal status that would impair Grantee's ability to perform. b. Payment Modification. CBC may adjust, reduce, or withhold reimbursement to reflect disallowed costs, budget reallocation provisions of Section 13, WDOT funding changes, WDOT directives, corrective action, or amendment of this Agreement. c. Withholding. CBC may withhold payment for: (i) any disputed line item until the dispute is resolved; (ii) any reporting period for which Grantee has not submitted a complete financial report; (iii) any unresolved corrective action under Section [CBC Financial Review]; or (iv) any period during which Grantee is in breach of this Agreement. Withholding of payment for disputed items does not constitute a breach by CBC. 10. EXPENSE REPOIRTIM6 & INV01CIE SiG IRM1S5S40M Grantee shall submit financial reports and reimbursement requests to CBC according to the payment schedule in Exhibit B. No amount is due to Grantee until Grantee has complied with the financial reporting requirements in Exhibit B and this section. a. Required Certification. Each submission must include Grantee's signed certification: "I certify that the costs reported in this submission are accurate, allowable under this Agreement, incurred during the reporting period, and have not been charged to any other funding source." A knowingly false certification may result in denial of reimbursement, repayment obligations, termination, and any other remedies available under this Agreement or applicable law. 11. SUPPO'RTIING DOCUlYAliENTAT1,0N. Grantee must maintain documentation sufficient to support each cost submitted for reimbursement and to demonstrate that the cost meets all allowability criteria in Section 8. Documentation must be made available to CBC, WSDOT, and the Washington State Auditor's Office upon request. All documentation must be retained for a minimum of six (6) years after the Grant Term end date, consistent with Section [Records Rentention], and the Master Contract, Section 13. The specific documentation standards, required record types by cost category, and examples of acceptable documentation are set forth in CBC's Operational Guidance. Grantee is responsible for reviewing and complying with those standards as a condition of reimbursement. 12. FIiSCAL YEAR SUBMtSS'IOIW 'DEADLIOWE. The Program operates on a state fiscal year of July 1 through June 30. All costs incurred between July 1, 2026 and June 30, 2027 must be submitted to CBC no later than July 10, 2027. a. Deadlines. This deadline reflects CBC's obligation to submit its invoice to WSDOT. CBC requires Grantee submissions by July 10 to allow time for financial review and compilation before CBC's WSDOT deadline. Grantee acknowledges that WSDOT may not reimburse claims received after CBC's upstream deadline, and that this constraint is binding on CBC's ability to reimburse Grantee. b. Late Submissions. CBC is not obligated to reimburse costs submitted after July 10, 2027. Grantee bears sole responsibility for any costs that become unreimbursable due to late submission. If Grantee anticipates difficulty meeting this deadline, Grantee must notify the Program Officer in writing before the deadline. 13. BUDGET REALLOCAHOIN CGNTROLS. Grantee may reallocate funds within the Approved Budget subject to the thresholds and procedures set forth in Exhibit B. Reallocations that exceed those thresholds or increase the Total Award require a formal written amendment. 14. PRIIHIBITIOIN ON DUPLICATE CHARGES. Grantee shall not charge, and shall not submit for reimbursement, any cost that has been or will be charged to any other federal, state, local, or private funding source for the same purpose during the same period. a. Disclosure Obligation. Grantee shall promptly disclose to CBC any other funding source that pays, may pay, or is intended to pay for the same costs, staff time, supplies, equipment, activities, or deliverables charged or proposed to be charged under this Agreement. 15. TAX (OBLIGATIONS. Grantee is solely responsible for all taxes arising from or related to payments received under this Agreement, including Washington State Business and Occupation Tax, payroll taxes, unemployment contributions, and any other applicable taxes. Receipt of grant funds does not confer tax-exempt status on Grantee or on any activity funded under this Agreement. 4G OVERPAYMENT, ERRONEOUS PAYMENT, & CLAgAEWWK a. Obligation to Refund. If CBC or WSDOT determines that any payment was erroneous or exceeded the properly reimbursable amount, Grantee shall refund the full amount within thirty (30) calendar days of written notice. b. Interest on Late Refund. If Grantee fails to refund within thirty (30) calendar days, CBC may charge interest at one percent (1%) per month, or the maximum rate permitted by law, whichever is less, beginning on the thirty-first day following written notice. c. Right of Offset. CBC may offset any confirmed overpayment against future reimbursements due to Grantee after providing Grantee ten (10) calendar days written notice. d. Audit Exception Liability. If a state or federal audit, WDOT review, disallows costs reimbursed to Grantee on costs submitted by Grantee, Grantee's documentation, Grantee's conduct, or Grantee's noncompliance, Grantee is solely responsible for repaying the disallowed amount, regardless of whether CBC has already been reimbursed by WSDOT. e. Dispute of Refund Demand. If Grantee disputes CBC's determination, Grantee shall provide written notice with supporting documentation within fifteen (15) calendar days of receipt of the demand. The obligation to refund is tolled during the pendency of a timely filed dispute, provided Grantee cooperates with review. 17. .UNEXPIEINIDED FiUNDS'& GRANT CLOSEOUT a. Return of Unexpended Funds. Any portion of the Total Award not expended on allowable costs by the Grant Term end date shall be returned to CBC within forty-five (45) calendar days of the Grant Term end date. b. No -Cost Extension. If Grantee anticipates inability to complete Program activities within the Grant Term, Grantee may request a no -cost extension in writing no less than sixty (60) calendar days before the Grant Term end date. CBC will respond within fifteen (15) calendar days. No -cost extensions require WSDOT's approval and the availability of funds under the Master Contract. A no -cost extension does not increase the Total Award. 18. SUBCONTRACTING & SUB -AWARDS. Grantee shall not subcontract any Program obligations or make a sub -award of grant funds without CBC's prior written approval and may not subcontract the entirety of its Program responsibilities. Any approved subcontract must require compliance with, at minimum: the financial accountability requirements of this Agreement, records retention obligations, the prohibition on duplicate charges, civil rights requirements, and CBC's and WSDOT's audit rights. Grantee shall provide CBC a copy of any executed subcontract within ten (10) calendar days of execution and remains fully liable for the acts, omissions, and financial compliance of any subcontractor. 19. CHILD SAFE ; ABUSE & MISCONDUCT PREVENRON; BACKGRGUND 04ECKS. Grantee and any subcontractors shall require all personnel, including employees, contracted staff, and volunteers, who have or may have unsupervised access to youth participants to complete a Washington State Patrol criminal history background check before any such access and at least every two (2) years thereafter. Grantee shall maintain and produce documentation of compliance upon request and shall extend this obligation to all subcontractors. Failure to maintain current background checks constitutes a material breach; CBC may require immediate removal of non -compliant personnel. Grantee remains fully liable for the acts, omissions, and financial compliance of any subcontractor. Grantee shall maintain and enforce written policies prohibiting child abuse, sexual abuse, sexual misconduct, and inappropriate relationships between Program personnel, including volunteers, and youth participants. The policies must define prohibited conduct, require appropriate personnel training, establish procedures for responding to youth disclosures or suspected incidents, and require compliance with all applicable child abuse and neglect reporting laws, including RCW 26.44. Grantee shall notify appropriate authorities as required by law. Grantee shall also notify CBC within twenty-four (24) hours of any known or suspected incident involving a youth participant, in a manner consistent with applicable privacy, student records, and child protection laws. Notice to CBC does not substitute for any report required by law and does not limit Grantee's responsibility to respond, investigate, remediate, or report as required by law or Grantee policy. 20. REPORTMG FRAMEWORIL Grantee's timely, complete, and accurate reporting is required for CBC's program oversight, WSDOT contract compliance, funding decisions, and state reporting obligations. Grantee shall submit all reports required under Exhibit A, the Scope of Work, and CBC's Operational Guidance by the applicable deadlines. The specific report types, components, formats, data requirements, and submission schedules applicable to Grantee's program track are set forth in CBC's Operational Guidance. Financial reporting and invoice submission requirements, including deadlines and certification obligations, are governed by Section 10. Failure to submit complete and accurate reports by required deadlines constitutes noncompliance and may result in withholding of reimbursement, corrective action, suspension, termination, or other remedies under this Agreement. 21. iM 1NITO'ftliNG & €V6ALLV1aM. Grantee shall participate in CBC's program monitoring and evaluation activities, including site visits, data collection, surveys, and focus groups, as a condition of this Agreement and K1519. Grantee shall collect and report program data in the format and on the schedule in the Scope of Work, sufficient to support CBC's WSDOT reporting obligations and the legislative and Environmental Justice Council reports required by RCW 47.04.390(5) and RCW 70A.65.030(3)(a). 22. KEY STAFFE 6Ea. Grantee shall provide CBC written notice of any change in Key Staff designated in the Scope of Work, subject to the following: a. Planned Changes. Grantee shall provide written notice to CBC before the replacement begins Program work, along with reasonable information about the proposed replacement, when practicable. b. Unexpected Departures. Includes resignation, termination, medical leave, or other circumstances outside the Grantee's control. Grantee shall notify CBC as soon as reasonably practicable after the departure, and in any event within five (5) business days. Grantee shall identify a proposed replacement or interim coverage plan within fifteen (15) business days of the departure. c. Immediate Removals required to Protect Program participants. Comply with applicable law, or address a credible safety or misconduct concern, Grantee shall notify CBC within one (1) business day of the removal. No cure period or prior approval is required for an immediate removal made in good faith under this provision. Grantee shall identify interim coverage within five (5) business days. d. Key Staff qualifications material to Program performance. CBC may raise a reasonable objection to a proposed replacement who does not satisfy the qualifications stated in the Scope of Work. CBC shall communicate any objection within ten (10) business days of receiving notice of the proposed replacement. CBC's approval shall not be unreasonably withheld or delayed. e. Noncompliance. Noncompliance with the notice timelines in this section constitutes a breach only if the failure to provide timely notice materially impairs Program performance or CBC's ability to meet its obligations under the Master Contract. 23. ASSET USE AND RESPONSIBlUTIES. a. USE OF PROGRAM GOODS. All Program Goods shall be used solely for the Statewide Program for their entire useful life. Grantee shall not use Program Goods negligently, in violation of law, or in any manner voiding applicable insurance or subjecting them to any lien or encumbrance. Conversion occurs when Grantee: (i) uses Program Goods for non -Program purposes; (ii) transfers or conveys them without prior written CBC and WSDOT approval; (iii) allows them to deteriorate below serviceable condition through maintenance failure; or (iv) unreasonably delays or fails to use them during their useful life without reasonable justification. Any Conversion may require refund of up to the entire state share, as determined by CBC, WSDOT, or applicable audit authority. Grantee shall immediately notify CBC when Program Goods are withdrawn from use or used substantially differently from the Scope of Work. All maintenance costs are subject to Section _ (Allowable Costs) and the Cost Justification Policy. The maintenance obligation creates a reimbursable need only when there is a specific, documented repair requirement, not a blanket purchasing authorization. "Fleet Assets" and "Program Goods" mean all bicycles (including adaptive bicycles), helmets, locks, lights, trailers, curriculum materials, and any other equipment provided by CBC to Grantee for use in Program delivery. Fleet Assets remain the property of CBC for the duration of this Agreement and are subject to the use, maintenance, and disposition requirements of this Part. b. RECEIPT & INITIAL CONDITION DOCUMENTATION. Upon delivery of any Fleet Assets, Grantee shall inspect all items within ten (10) business days of delivery and execute and return to CBC a Fleet Receipt and Condition Form documenting the quantity, type, and condition of each item received, and identify any discrepancy between the Fleet Assets delivered and the delivery manifest. Failure to return the completed form within ten (10) business days constitutes Grantee's acknowledgment that all Fleet Assets were received in the quantities listed and in serviceable condition. c. ONGOING FLEET MAINTENANCE STANDARDS. Grantee shall maintain all Fleet Assets in safe, serviceable condition during the Grant Term and for so long as Grantee possesses or uses the Fleet Assets. Grantee shall conduct safety inspections before each Program session and immediately remove any failing bicycle or helmet from service. Grantee shall maintain a Fleet Repair Log for all maintenance and repair activity throughout the Grant Term, subject to CBC's inspection rights and retention requirements. Repairs to safety -critical components shall be performed by a qualified bicycle mechanic or Program staff with documented training reasonably acceptable to CBC. Grantee shall submit a comprehensive Annual Fleet Condition Report no later than October 15 of each Program year using CBC's form. Inspection and documentation standards are specified in the Scope of Work. d. LOSS, THEFT, & DAMAGE. Grantee shall report any loss, theft, or significant damage to Fleet Assets to CBC in writing within five (5) business days of discovery and shall file a police report for any theft regardless of value, providing a copy to CBC within five (5) business days. Fleet Assets lost, stolen, or damaged due to Grantee's negligence or failure to comply with maintenance and storage requirements are Grantee's financial responsibility. CBC and WSDOT reserve the right to seek reimbursement at replacement cost. Fleet Assets lost despite Grantee's documented compliance are not Grantee's financial responsibility, provided Grantee gave timely notice and documentation. "Significant damage" means damage that affects safety, usability, value, or continued Program use. e. FLEET DISPOSITION UPON PROGRAM EXIT. Upon expiration, termination, or Grantee's decision to withdraw, Grantee shall provide CBC with written notice of intent to exit no less than forty-five (45) calendar days in advance. All Fleet Assets shall be returned to CBC or transferred to another Program grantee as directed within sixty (60) calendar days of program exit at no cost to Grantee (unless damage attributable to Grantee under the Loss, Theft & Damage section is documented). CBC shall conduct a Fleet Asset inventory and condition assessment within thirty (30) calendar days of receiving exit notice. Grantee's maintenance and use obligations continue until the date of completed return or transfer. BEP - NO UNAUTHORIZED RESTRICTION OF PROGRAM OPPORTUNITY. Neither Grantee nor its staff, contractors, or volunteers may condition, delay, or deny the BEP opportunity based on any factor not established in RCW 47.04.390 or this Agreement. Any staff practice, policy, or informal procedure that has the effect of restricting eligible students' access to the BEP opportunity constitutes a breach of this Agreement, regardless of intent. 24. ACCIIEA NTi & IKIIOENT REPORfIING. Grantee shall notify CBC in writing on the same business day of any injury, accident, property damage, near -miss, or claim involving any Program participant, Grantee staff, volunteer, or subcontractor in connection with Program activities. This reporting obligation does not constitute an admission of liability by either party and is required regardless of whether fault has been determined. CBC reserves the right to report any incident to WSDOT as required by the Master Contract. Grantee's notice to CBC does not limit or delay CBC's independent reporting obligations. 25. WEDS REGSTRloYiHM. Grantee shall maintain active registration in Washington's Electronic Business Solution (WEBS) throughout the Grant Term. Grantee shall notify CBC immediately if its WEBS registration lapses. A lapse in WEBS registration may result in withholding of reimbursement until registration is restored. 26. NGN-915CiI M4MMU PII Grantee shall comply with all applicable federal and state non-discrimination laws in its delivery of Program activities and in its employment practices. The following requirements apply throughout the Grant Term. a. Participant Access. All eligible students must have equal access to Program activities regardless of any characteristic protected under applicable federal or state law, including race, color, national origin, ethnicity, religion, sex, gender identity, sexual orientation, disability, immigration status, English proficiency, or household income. Grantee shall take reasonable steps to ensure meaningful participation by students with limited English proficiency and shall not use limited English proficiency as a basis for altered or reduced participation. Grantee shall not retaliate against any student, family member, or staff member who raises a concern about discriminatory delivery, files a complaint, or participates in an investigation. b. Youth with Disabilities. No qualified individual with a disability shall, by reason of disability, be excluded from participation in, denied the benefits of, or subjected to discrimination under any Program activity, consistent with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. section 794) and, for school district and ESD Grantees, Title II of the Americans with Disabilities Act. Grantee shall maintain and deploy adaptive bicycles and associated adaptive equipment under the same care and maintenance standards as all other Fleet Assets and shall not store or manage adaptive equipment in a manner that restricts student access based on disability status. c. Employment. Grantee shall comply with all applicable federal and state non-discrimination laws governing employment, including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, RCW 49.60 (Washington Law Against Discrimination), and Section 504 of the Rehabilitation Act of 1973. Grantee shall maintain and implement a written equal employment opportunity policy covering all employment decisions and shall make this policy available to Program staff upon request. d. Workers' Rights. Consistent with K1519 and Executive Order 18-03, Grantee certifies that its employees are not subject to mandatory individual arbitration clauses or class or collective action waivers as a condition of employment. Grantee shall comply with all applicable Washington state wage and hour laws throughout the Grant Term and shall include a comparable certification in any subcontract involving Program funds. If Grantee's employment policies change in a manner that would make this certification inaccurate, Grantee shall notify CBC within ten (10) business days. e. Complaint Notification. Grantee shall notify CBC of any discrimination complaint within five (5) business days of receipt and of the resolution within five (5) business days of resolution. Remedies. Noncompliance with this section may result in suspension, termination of this Agreement, ineligibility for future Program funding, and any other remedies available under this Agreement or applicable law, consistent with the compliance and termination provisions of Section [X]. 27. PROCUREMENT COMPLIANCE. Grantee shall comply with all applicable procurement requirements when purchasing goods or services with Program funds. Public agency Grantees shall comply with applicable Washington state competitive bidding and purchasing requirements, including RCW 28A.335.190. CBO Grantees shall apply competitive procurement practices appropriate to the dollar value of the purchase, consistent with CBC's Cost Justification Policy (Exhibit B, Addendum B). 28. ETHICS & CONFLICTS OF INTEREST. Grantee shall comply with all applicable ethics laws governing public contracting, including RCW 42.52 to the extent applicable. Grantee shall not permit any officer, employee, or board member shall solicit or accept anything of value from any vendor, subcontractor, or other party seeking to benefit financially from this Agreement where such acceptance could influence or appear to influence decisions made under this Agreement. Grantee shall disclose to Administrator any actual or potential conflict of interest within five (5) business days of becoming aware of it. 29. IPUI BIIICIT`I( Grantee shall acknowledge CBC, WSDOT, and the Climate Commitment Act as funders in any public -facing materials relating to Program activities, consistent with applicable branding guidelines. Any use of CBC's name, trade names, trademarks, or service marks beyond funder acknowledgment requires CBC's prior written approval. CBC will use reasonable efforts to respond within ten (10) business days, but approval is effective only if provided in writing. CBC may include Grantee as a grant recipient or partner in CBC's public communications. 30. iINSURANCE. Grantee shall maintain throughout the Grant Term, at its own expense, the following minimum insurance coverage: a. Commercial General Liability: $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, property damage, and personal injury arising from Program activities; b. Cyber Liability / Data Privacy Liability: coverage consistent with Grantee's data security obligations under this Agreement and applicable law, in an amount appropriate to the volume and sensitivity of student Personal Information handled. Public agency Grantees participating in a state -approved self-insurance program that provides equivalent cyber liability coverage may provide evidence of that coverage in lieu of a commercial certificate; and c. Professional Liability (Errors and Omissions): $1,000,000 per occurrence, applicable only to Grantees that are community -based organizations or other non -public -agency entities providing professional services under this Agreement. School district and ESD Grantees are not required to provide a separate Professional Liability certificate. d. Certificate of Insurance. Before the Grant Term begins and upon renewal, Grantee shall provide CBC with a current Certificate of Insurance naming CBC as an additional insured on the Commercial General Liability policy. Certificates of Insurance shall require the insurer to provide at least thirty (30) days' advance written notice to CBC of any cancellation, material modification, or non -renewal. e. INDUSTRIAL INSURANCE & WORKER'S COMPENSATION. Grantee shall maintain throughout the Grant Term all industrial insurance coverage required by Title 51 RCW for all employees engaged in work under this Agreement. Grantee is solely responsible for correctly classifying any individuals engaged as independent contractors and ensuring that required coverage is in place. All taxes, premiums, and assessments arising from Grantee's employment of Program staff are the sole responsibility of Grantee. 31. a. Grantee Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, defend, and hold harmless CBC and its directors, officers, employees, agents, representatives, successors, and assigns from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of, relating to, or resulting from: L Grantee's performance or failure to perform under this Agreement; H. any breach by Grantee of this Agreement, including any representation, warranty, covenant, certification, or compliance obligation; M. any act, error, omission, negligence, willful misconduct, fraud, misrepresentation, or violation of law by Grantee or any of Grantee's directors, officers, employees, agents, contractors, subcontractors, vendors, volunteers, representatives, or other persons acting under Grantee's direction or control; iv. Grantee's administration, operation, management, or delivery of the Program, including any claim by or on behalf of any Program participant, student, applicant, trainee, invitee, employee, volunteer, contractor, subcontractor, vendor, or other third party; V. any personal injury, bodily injury, death, property damage, economic loss, or other harm arising from or related to Grantee's Program activities, facilities, equipment, vehicles, Fleet Assets, personnel, services, training, supervision, or participant interactions; vi. any employment, wage and hour, discrimination, harassment, retaliation, benefits, tax, worker classification, or workplace safety claim involving Grantee or Grantee's personnel, contractors, subcontractors, vendors, or volunteers; vii. any claim arising from Grantee's use, custody, operation, maintenance, storage, loss, damage, destruction, or theft of Fleet Assets or other Program property; viii. any claim, audit finding, disallowance, repayment demand, corrective action, sanction, penalty, or liability asserted by WSDOT, the State of Washington, or any other governmental authority arising out of or related to Grantee's use of state funds, failure to comply with K1519 pass -through obligations, failure to comply with applicable law, or failure to comply with Program requirements; or ix. any claim arising from the acts or omissions of any contractor, subcontractor, vendor, subrecipient, or other third party engaged by Grantee in connection with the Program. b. Oversight. Grantee acknowledges that CBC is administering and passing through state funds and does not control Grantee's day-to-day operations, personnel, facilities, participant supervision, Program delivery, contractors, subcontractors, vendors, or safety practices. Grantee's indemnification obligations apply regardless of whether a claim is asserted against CBC based on CBC's role as funder, pass -through entity, administrator, monitor, reviewer, approver, or overseer of the Program or state funds, except to the extent the claim is finally determined by a court of competent jurisdiction to have resulted from CBC's gross negligence or willful misconduct. c. No Limitation. Grantee's obligations under this Section are independent of, and shall not be limited by, any insurance requirement, insurance proceeds, limitation of liability, damages waiver, grant amount, Total Award Amount, or other cap or limitation set forth in this Agreement. 32. IL MITATION OF LIABILITY. Except for fraud, willful misconduct, gross negligence, equitable remedies, repayment obligations, audit disallowances, misuse of funds, confidentiality obligations, data security obligations, return or replacement of Fleet Assets, or Grantee's indemnification, defense, and hold harmless obligations, neither party shall be liable to the other for indirect, consequential, incidental, special, exemplary, or punitive damages. CBC's aggregate liability under this Agreement shall not exceed the Total Award Amount. This limitation shall not apply to amounts CBC is required to pay using funds actually received and available from WSDOT for properly incurred, allowable, and approved costs under this Agreement. 33. DATA FAFJACK a& CONF,IDENT1ALKY Section A: Data Handling. CBC and Grantee share a commitment to protecting the privacy of Program participants, particularly youth. This section establishes both parties' obligations with respect to information created, received, or used in connection with this Agreement. a. Confidential Information. Confidential Information" means: (i) all individually identifiable participant data, whether or not constituting an education record under FERPA; (ii) WSDOT or CBC information designated confidential or exempt from disclosure under RCW 42.56; (iii) Program procurement information, vendor pricing, and financial terms; and (iv) all Personal Information as defined in RCW 19.255.005. Grantee shall hold all Confidential Information in strictest confidence; use it only for performing this Agreement; not disclose it to any third party without CBC's prior written consent; require all personnel with access to maintain confidentiality; and implement reasonable administrative, technical, and physical safeguards consistent with applicable law. These obligations survive expiration or termination of this Agreement for no less than six (6) years from the Grant Term end date. b. Data Minimization. Neither party shall collect, request, or retain more data about Program participants than is minimally necessary to deliver the Program, demonstrate compliance with statutory selection criteria, fulfill reporting obligations, and support authorized evaluation. Where a reporting obligation can be satisfied with aggregate data, aggregate data shall be used. c. No Individual Student Data Transmission. Grantee shall not transmit to CBC any data that identifies or could reasonably identify an individual student. All reporting obligations under this Agreement are designed to be satisfied through aggregate data and non -identifying participant codes. If Grantee inadvertently transmits individually identifiable student data, Grantee shall notify CBC within twenty-four (24) hours; CBC shall quarantine and delete the data within five (5) business days and provide written confirmation, unless retention is required by law, litigation hold, or written WSDOT direction. d. FERPA. Grantees that are school districts or ESDs are educational agencies independently subject to FERPA and are responsible for their own FERPA compliance. Nothing in this Agreement modifies those independent obligations or designates CBC as a school official of Grantee. No provision of this Agreement may be construed to require disclosure of education records in a manner that would violate FERPA or waive student or parent rights. Before any individually identifiable student data is shared between Grantee and CBC, the parties shall execute a written Data Sharing Agreement satisfying applicable FERPA and Washington state student data privacy law requirements. e. CBO Grantees. Grantees that are community -based organizations, housing authorities, or parks and recreation departments shall obtain written parental or guardian consent before collecting individually identifiable data from or about any participant under eighteen (18), except for participants who are eighteen or older, emancipated minors, or in independent living arrangements. Where a CBO Grantee will transmit any individually identifiable participant data to CBC, the parties shall execute a written data use agreement before any such transmission. f. Prohibited Uses. Neither Grantee nor any of its employees, volunteers, subcontractors, or agents may: (i) use participant demographic data for any purpose other than demonstrating compliance with statutory selection criteria, preparing required reports, or supporting authorized program evaluation; (ii) share participant information with law enforcement, immigration enforcement, or any government agency without written consent of the affected participant's parent or guardian, or the participant directly if eighteen or older, unless required by law; (iii) use Program data to market, solicit, or promote any product, service, or organization to participants or their families without CBC's prior written approval; or (iv) retain Confidential Information beyond the applicable retention period. g. Public Agency Disclosure. Nothing in this Agreement requires a public agency Grantee to withhold records that must be disclosed under the Washington Public Records Act or other applicable law. Before disclosing CBC-designated Confidential Information, Grantee shall provide CBC written notice to the extent legally permitted and reasonably practicable. Section B: Breach Notification. A 'breach' means any unauthorized access to, acquisition, use, disclosure, modification, or destruction of Confidential Information. h. Grantee Notification to CBC. Grantee shall notify CBC of any confirmed or reasonably suspected breach within forty-eight (48) hours of discovery. Initial notice may be verbal but must be immediately confirmed in writing identifying the nature, scope, likely cause, and containment steps taken. The forty-eight (48) hour window reflects CBC's upstream obligation to notify WSDOT within five (5) business days of learning of a breach under the Master Contract; Grantee's timely notice to CBC is therefore a condition of CBC's ability to meet its own compliance obligations. i. Statutory Notification. Grantee shall comply with all applicable breach notification obligations under RCW 19.255.010 and, for public agency Grantees, RCW 42.56.590. Participant notification required by law shall not be delayed pending CBC's review. j. Financial Responsibility. Where a breach results from Grantee's failure to implement required safeguards, costs of breach response are Grantee's sole financial responsibility. Section C: Retention, Destruction, and Audit Access. k. Records Retention. Grantee shall retain all program records, financial records, and supporting documentation for a minimum of six (6) years after the Grant Term end date, or until resolution of any pending audit, claim, or litigation, whichever is later. This obligation is consistent with K1519, Section 13, and the Washington State Auditor's records retention requirements. I. Data Destruction. Grantee shall destroy all individually identifiable participant data when no longer needed for its collection purpose, and in any event no later than six (6) years after the Grant Term end date. Destruction shall use a method appropriate to the media type that renders the data unrecoverable. Within thirty (30) calendar days of completing destruction, Grantee shall provide CBC written certification identifying the categories destroyed, the date, and the method used. Aggregate, non -identifying program data and anonymized evaluation findings are not subject to this destruction requirement. m. Audit & Government Access. CBC, WSDOT, and the Washington State Auditor's Office shall have the right to audit Grantee's financial records, program records, and supporting documentation at any time during the Grant Term and for six (6) years thereafter. Grantee shall make records available within five (5) business days of a written audit request. The cost of any audit shall be borne by the party conducting it. n. Public Records Requests. Grantees that are public agencies are subject to the Public Records Act (RCW 42.56). To the extent legally permitted, Grantee shall notify CBC within five (5) business days of receiving any public records request that includes records related to this Agreement, to allow CBC a reasonable opportunity to assert any applicable exemption. 34. REPRESENTATIG IS & WAIR'RANTI'ES. Grantee represents and warrants that, as of execution and throughout the Grant Term: Grantee is duly organized, validly existing, and in good standing under Washington law or authorized to conduct business here; Grantee has full legal authority to enter into and perform this Agreement; Grantee is registered with the Washington State Department of Revenue and Secretary of State as applicable; Grantee is not debarred, suspended, or otherwise excluded from receiving public funds; Grantee has no undisclosed conflicts of interest; and performance of this Agreement does not violate any other agreement to which Grantee is a party. Public agency Grantees represent that this Agreement has been authorized by their governing board or authorized official as required by law. Nonprofit Grantees represent that they are organized and operated consistently with their stated charitable purposes and that receipt and use of grant funds is consistent with those purposes. 35. GENERAL C0MPLIAKCE OBLIGATION. Grantee shall comply with all applicable federal laws, Washington state laws, regulations, ordinances, and executive orders in the performance of this Agreement, whether or not specifically enumerated. 36. DISPUTE RESOLUTION. The parties shall use the following tiered process to resolve disputes arising under this Agreement. The existence of a dispute does not relieve either party of its obligation to continue performing obligations not directly affected by the dispute. Program delivery to participants shall continue uninterrupted during any dispute proceeding unless continued delivery is unsafe, unlawful, or impossible. a. Tier 1: Program -Level Negotiation. Any dispute shall first be referred to direct negotiation between Grantee's Program Manager and Administrator's Program Officer. The initiating party shall provide written notice identifying the dispute, the provisions at issue, and the relief sought. The parties shall make good -faith efforts to resolve the dispute within ten (10) business days of the notice at this level before escalating. b. Tier 2: Senior Leadership Escalation. If the dispute is not resolved at Tier 1 within the applicable period, either party may escalate to Grantee's Executive Director (or equivalent) and Administrator's Executive Director. The parties shall make good -faith efforts to resolve the dispute at this level within fifteen (15) business days of escalation before proceeding to Tier 3. c. Tier 3: Advisory Panel. If the dispute is not resolved at Tier 2 within the applicable period, either party may request a Tier 3 review by providing written notice to the other party. An advisory panel shall convene consisting of one representative designated by each party, and one neutral third party agreed upon by the parties within ten (10) business days of the request. If the parties cannot agree on a neutral third party within ten (10) business days, each party shall submit one name to the other, and the two named individuals shall together select the neutral. The panel shall convene within fifteen (15) business days of the neutral's selection and shall issue a written recommendation within thirty (30) calendar days of convening. The panel's written recommendation is advisory and non -binding, unless both parties expressly agree in writing to treat it as binding before the panel convenes. Neither party waives any legal right or remedy by participating in the advisory panel process. Participation in Tier 3 is encouraged but is not required before either party initiates legal action. Nothing in this section limits CBC's ability to act under applicable state law, fulfill its obligations under the Master Contract, or respond to any direction from WSDOT, regardless of whether a Tier 3 proceeding is pending. Each party shall bear its own costs of participation in the advisory panel process. The cost of the neutral third party shall be shared equally between the parties. Legal Action. If the dispute is not resolved through the Tier 1, 2, and 3 processes, either party may initiate legal proceedings. Neither party may initiate legal proceedings without first exhausting Tier 1 and Tier 2. Financial Disputes During Proceedings. Where a dispute concerns amounts due and payable by Administrator, Administrator shall pay the amount it in good faith believes is properly reimbursable. The disputed amount shall be tracked separately pending resolution. 37. TEI iMINAT10fl, ; INtO&RENEtWAill-, EFFECT OF TIEIRkVlMATIOA, a. TERMINATION FOR DEFAULT. i. ADMINISTRATOR DEFAULT RIGHT. Administrator may terminate this Agreement for default if Grantee, in Administrator's determination: A) violates any material provision, covenant, representation, or obligation under this Agreement; (B) uses Program funds for unauthorized, fraudulent, or non -allowable purposes; (C) materially fails to perform Program obligations; (D) or experiences a material organizational change affecting its capacity to perform and fails to notify Administrator within five (5) business days. ii. Grantee Remedy. If Administrator materially fails to perform its obligations under this Agreement, including failure to make timely payment of properly submitted and allowable invoices, Grantee may initiate a Tier 3 dispute proceeding in accordance with the dispute resolution provisions of this Agreement if Administrator does not cure within the applicable cure period. b. NOTICE, CURE PERIOD, & CURE PROCESS. 1. NOTICE OF DEFAULT. Before terminating for default, the asserting party shall provide a written Notice of Default identifying the specific obligation, factual basis, cure period, and consequences. Except as provided in subsection 66(b)(iv), the defaulting party shall have thirty (30) calendar days to fully cure; where full cure is not achievable within thirty (30) days, the defaulting party shall submit a written Cure Plan within fifteen (15) calendar days and diligently pursue completion. ii. TERMINATION AFTER FAILURE TO CURE. If the default is not cured within the applicable cure period, or if the defaulting party fails to timely submit or diligently perform an approved cure plan, the non -defaulting party may terminate this Agreement by providing written Notice of Termination, The termination effective date shall be no earlier than five (5) business days after delivery of the Notice of Termination. iii. IMMEDIATE TERMINATION. Administrator may terminate this Agreement immediately, without providing a cure period, upon written notice to Grantee if the default involves: (A) fraudulent billing or material misrepresentation; (B) any act or omission resulting in documented serious physical harm to a Program participant; (C) any criminal offense by Grantee's principals, officers, directors, or key personnel in connection with Program activities, Program funds, or Fleet Assets; (D) willful destruction, theft, or misappropriation of Fleet Assets;'or (E) a violation of RCW 42.52 or any other applicable ethics, conflict of interest, or public contracting law, after written notice to Grantee and a reasonable opportunity to respond unless immediate action is required to protect Program participants, Program funds, Fleet Assets, or Administrator's obligations under the Master Contract. c. TERMINATION FOR CONVENIENCE. Administrator may terminate this Agreement without cause upon sixty (60) calendar days' written notice. Administrator's financial obligation upon convenience termination is limited to reimbursement of allowable costs properly incurred before the termination effective date and reasonable documented wind -down costs incurred after the notice date. d. TERMINATION OR NON -ALLOCATION OF FUNDS. I. Funds. If funds are not allocated or appropriated to continue this Agreement in any future period, Administrator may terminate by providing fourteen (14) calendar days' written notice. No penalty shall accrue to Administrator. Administrator shall notify Grantee of a funding disruption at the earliest possible time. This Section shall not be construed to permit Administrator to terminate in order to redirect funding to another organization for the same Program activities. ii. WITHDRAWAL OF AUTHORITY. If WSDOT's authority to administer the Program or Administrator's authority under the Master Contract is withdrawn, reduced, or limited in a manner that prevents continued performance, Administrator may terminate by providing fourteen (14) calendar days' written notice. No penalty shall accrue. Administrator shall notify Grantee immediately upon learning of any circumstance that may give rise to termination under this Section. e. NON -RENEWAL. Non -renewal is Administrator's decision not to offer a subsequent grant following natural expiration or termination of the Grant Term. It is not a termination and does not require grounds of default. If Administrator decides not to renew, it shall provide written notice no later than ninety (90) calendar days before the Grant Term end date with a written statement of reasons. Grantee may submit written questions to Administrator's Executive Director within fifteen (15) business days of receiving notice; Administrator's Executive Director shall respond within twenty (20) business days. This provision does not create a formal appeal right or obligate Administrator to reverse a non -renewal decision. f. OBLIGATIONS UPON TERMINATION OR NON -RENEWAL. Whether terminated for convenience or terminated for cause, upon issuance of a Notice of Termination or Non -Renewal, Grantee shall: cease incurring new costs as of the termination effective date; complete program delivery for cohorts substantially underway; fulfill all pending BEP obligations to students who completed the curriculum before the notice date; return all Fleet Assets consistent with the Fleet Disposition section, and submit a Final Program Report and Final Invoice within forty-five (45) calendar days of the termination effective date. Administrator shall process Grantee's Final Invoice within thirty (30) calendar days of receipt, conduct a Fleet Asset inventory and condition assessment within thirty (30) calendar days of the termination effective date, and provide a written final grant determination within sixty (60) calendar days of receiving the Final Invoice. Neither termination nor non -renewal relieves Grantee of its BEP statutory entitlement obligation under RCW 47.04.390(2)(b) for students who completed the Program curriculum before the effective date. This obligation survives termination or expiration. g. ADMINISTRATOR'S REMEDIES UPON DEFAULT TERMINATION. Upon termination for default, CBC may withhold from any amounts due to Grantee any sum reasonably necessary to protect against potential loss pending resolution of any audit, claim, or litigation. Following termination for default, Grantee's eligibility to apply for future Program funding shall be determined by Administrator in its reasonable discretion, taking into account the nature of the default, whether circumstances have been remediated, and the best interests of Program participants. All remedies available to Administrator under this Agreement are cumulative and in addition to all other remedies available at law or in equity. h. GRANTEE EXIT NOTICE. If Grantee is unable to continue Program delivery due to organizational or operational circumstances beyond its control, Grantee shall notify Administrator in writing as soon as practicable. The parties shall work in good faith to arrange an orderly transition that protects Program participants, including completion of in -progress cohorts and fulfillment of pending BEP obligations. Grantee may not unilaterally abandon Program delivery without providing Administrator at least sixty (60) calendar days written notice and cooperating fully with transition planning. 39. IMISCELLANIEQU5 a. ASSIGNMENT. Grantee may not assign this Agreement, or any right, obligation, or proceeds under it, without Administrator's prior written consent. The following organizational changes require prior written approval: merger or consolidation, transfer of Program operations, change in legal status affecting capacity to perform, and transfer of substantially all assets. Grantee shall notify Administrator within ten (10) business days of any anticipated or actual such change — failure to provide timely notice is a material breach. An approved assignment does not relieve Grantee of its obligations unless Administrator expressly releases Grantee in writing; until then Grantee remains jointly liable with any assignee. b. AMENDMENT. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties. No verbal agreement, email, or course of conduct constitutes an amendment. SOW updates reflecting WSDOT-required changes or deliverable corrections require a formal amendment; operational guidance updates that do not change legal obligations may be made by written notice consistent with the Program Operational Guidance section. c. FORCE MAJEURE. Neither party shall be in default for any failure to perform resulting directly from causes beyond its reasonable control and without its fault or negligence, including acts of God, declared public health emergencies, natural disasters, labor actions not involving the party's own employees, or acts of a government body other than WSDOT acting in a sovereign capacity. A party claiming force majeure shall provide written notice within five (5) business days of onset, describe the condition and its effect, and take all reasonable mitigation steps. Force majeure does not excuse Grantee's obligation to protect Program participants, fulfill BEP commitments to students who completed the curriculum, or return Fleet Assets. d. SEVERABILITY. If any provision of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed from this Agreement if modification is not possible. The remaining provisions shall continue in full force and effect. Severance of any provision shall not affect the validity or enforceability of any other provision. e. WAIVER. No failure or delay by either party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver of that right. No waiver of any breach shall be construed as a waiver of any subsequent breach of the same or any other provision. No waiver of any provision shall be effective unless made in writing and signed by authorized representatives of both parties. No course of dealing or performance shall constitute a waiver of any right under this Agreement. f. GOVERNING LAW & VENUE. This Agreement shall be governed in all respects by the laws of the State of Washington. Any legal action arising under or related to this Agreement shall be brought exclusively in the Superior Court for Thurston County, Washington. The parties consent to the personal jurisdiction of that court for purposes of any such action. g. NOTICE ADDRESSES & EMAIL. Notices shall be sent to the contacts and addresses on the Cover Page or as updated by either party in writing with ten (10) calendar days advance notice. Email notices are permitted for routine communications. Email notices for termination, default, material breach, and dispute escalation require written acknowledgment of receipt within one (1) business day to be effective; if not acknowledged, re -delivery by an alternative method is required. h. ENTIRE AGREEMENT. This Agreement, including all Exhibits and Addenda, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings, and discussions, whether oral or written. In the event of conflict among the components of this Agreement, the order of precedence in the Governing Documents Hierarchy section controls. i. COUNTERPARTS & ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures — including signatures transmitted by DocuSign, Adobe Sign, or other electronic signature platforms — are valid and binding to the same extent as original ink signatures under the Uniform Electronic Transactions Act (RCW 1.80) and applicable Washington state law. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Each party represents and warrants that its signatory to this Agreement has the authority to execute this Agreement and bind such party hereby. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives on the dates below. By: Name: Lee Lambert Title: Executive Director Cascade Bicycle Club Date: Notice Email: Leel@cascade.org Notice Address: 7787 62nd Ave NE Seattle, WA 98115 By: Name: {{Signatory Name}} Title: {{Signatory Titlej) {{Organization Name}} Date: Notice Email: {{Signatory email}} Notice Address: {{Address}} {{Address 2}} {(Address City)j WA, {{Address Postal Code}} Main Point of Contact This individual is the primary contact for communication for agreement status, needs, and updates. Contact Cascade Bicycle Club Organization Name Information Title Youth Development Program Officer Name Jacquelyn "Jax" Billups Email jacquelynb@cascadebicycleclub.org {{Main Point of Contact Title}} {{Main Point of Contact Name}} {{Main Point of Contact Email}} Exhibit A- Scope of Work PROGRAM BACKGROUND AND STATUTORY FOUNDATION In March 2022, the Washington State Legislature passed "Move Ahead Washington" (ESSB 5974), a 16-year, $216M active transportation investment that established the Statewide School -Based Bicycle Education Program ("Statewide Program"). The Statewide Program is funded through the Climate Commitment Act (CCA) and is subject to the Health Environment for All Act (HEAL Act), which prioritizes service to Overburdened and vulnerable communities across the state. CCA-funded initiatives reinvest carbon expenditures in transit and active transportation programs to provide safe, accessible, and sustainable options for getting around. Together over the next decade through 2039, these diverse initiatives will promote a long-term behavioral shift toward multimodal sustainable transportation options that contribute to reduced climate emissions and a healthier, thriving Washington state. Programs serving communities most impacted by pollution and environmental burdens will be given priority to close environmental and health disparities and advance the state's equity goals. The Washington State Department of Transportation (WS.DOT) selected Cascade Bicycle Club (CBC) to design and administer the Statewide Program under Contract No. K1519. The Statewide Program includes implementation of two strategic programs: one for elementary and middle school ("In -Class") grades 3-8; and one forjunior high and high school ("Youth Development") grades 6-12 for youth to develop the skills and street safety knowledge to be more confident bicyclists for transportation and/or recreation. Eligible student participants have an opportunity to receive a bike, Pock, helmet, and lights, and maintenance supplies at no cost through the Bikes & Equipment for Participants (B€P) program. CBC administers the "Youth Development" program through a grantmaking process" partoeding with community -leased organizations, 'local municipalities" a,nd school districts to impalement CBC's "Teens Biking to Destinations" curricuilum in an afterschool o�r community setting for youth in grades 6-12. The Youth Development program provides grantees with resources to implement the "Teens Biking to Destinations" curriculum, which teaches youth key lessons in bike safety, bike handling, bike maintenance, and active transportation through culturally attuned instruction. Additionally, grantees are resourced to take youth on group rides in their neighborhood to demonstrate learned skills and knowledge in a real -world setting. This builds confidence, inspires the joy of riding, and encourages safe cycling and community. The long-term goal of the Youth Development program is to reach at least 10,000 youth in grades 6-12 across the state by 2039 to achieve outcomes such as improving health and wellness, supporting active transportation, and advancirrg Washington state's equity and climate goals. STATEWIDE SCHOOL -BASED BICYCLE EDUCATION YOUTH DEVELOPMENT PROGRAM OUTCOMES Youth Development Short -Term Outcomes Statewide Program Long -Term Outcomes Youth in grades 6-12: Participants + Program Delivery Personnel: Participants can: • Live active and healthy lives • Are users and champions of 1) Power themselves safely via cycling through increased: active transport • Connect with a community of • Riding skills active transportation users • Safe behavior • Riding knowledge • Identification as a rider • Positive attitudes toward biking • Maintenance skills and knowledge • Riding action in the community 2) Build community and socio-emotional learning through increased: • Confidence • Sense of belonging • Joy • Peer connection Partner program delivery personnel gain (or maintain): • Bike safety knowledge and skills, • Confidence to run programs, • Positive attitudes about bike education • Knowledge of the importance of bike education • Satisfaction with PD model, support, & resources • Satisfaction with student outcomes PERFORMANCE EVALUATION & METRICS The metrics below are designed to measure progress towards the Statewide Schoot-Based Bicycle Education Youth Development Program Outcomes (see previous section). Metrics are reviewed collaboratively Between the Program Officer and Grantee at mid -quarter check -ins and quarterly reporting periods. The metrics also inform CBC's statewide reporting to WSDOT. PL'rformance Net rics Metric Definition / What's Measured Target Data Source 1. Youth # of youth who completed the full >_85% Completion Rate curriculum sequence divided by the completion (Youth Served) anticipated # of Youth Served (see Exhibit B- Budget & Payment Schedule) Measures implementation components such as program quality, youth engagement, cultural attunement, and effectiveness of retention and support strategies 2. Curriculum % of core content delivered as specified Fidelity (e.g., helmet fitting, on -bike skills, rules of the road) Measures youth exposure to the learning objectives that develop skills, knowledge, and competencies, that enable youth to become safe, confident, independent users of bikes as transportation. 3. Youth Learning A positive shift in the change over time Outcomes in for answers to the following Post -Survey Active prompts: Transportation & Bike Safety I know how to take care of a bike. I know how to be safe when riding a bike. I am confident to ride a bike to places I want to go. Demonstrates that youth gain the foundational skills and the 100% of core content delivered once for each cohort >_10% positive shift over time for the Action Transportation and Bike Safety Post -Survey Prompts Cohort and Youth Participation Report Program outline identifying when Core Content objectives are covered (deliverable) Grantee Survey Dashboard Frequency Quarterly Quarterly Quarterly confidence/intent to integrate cycling into their daily lives as active transportation users. 4. Participants # of youth served enrolled in a school from Priority that is located in a census tract scoring 7 Populations or higher in any one or more Environmental Health Disparity measures divided by the total # of youth served Tells more about who was impacted by your program implementation 5. Cost Per Youth Spending divided by youth served Measures cost controls to ensure stewardship of public money and resources >_85% of youth served are enrolled in a school that is located in a census tract scoring 7 or higher in any one or more Environmental Health Disparity measures +or-10%of the Anticipated Cost Per Youth (located in the budget table shown in Exhibit B - Budget & Payment Schedule, maximum spending not to exceed total award) Cohort and Youth Participation Report Mid -quarter check -in Quarterly Quarterly AddWtonal Dates Mid -Quarter Ciheck4n. CK will conduct a structured :rmnld-quarter check -in with each grantee at the midpoiirrt of each quarter of the program year. The check -in is a 30-iminute conversation between the Program Officer an, d the grantee's kept staff using a CBC-piroMe,d template. Its ;purp as,e is to identify barriers, celebrate progress, and adjust course before the quarter closes. ROLES AND RESPONSIBILITIES This Scope of Work outlines the specific roles and responsibilities of the Grantee, program staff, and grantees involved in program implementation to ensure clarity and accountability. CBC will: 1. Draft, finalize, and execute grant agreements with grantee organizations (community -based organizations, local municipalities, and school districts). Agreements will include Grantee information submitted in the Grantee's grant application during CBC's Request for Proposal (RFP) or Renewal process and approved by CBC. 2. Disseminate and manage the "Teens Biking to Destinations" (TBD) curriculum and supporting materials to the Grantee, Includes learning outcomes, lesson plans, educational videos, slide decks, and a grantee resource website. 3. Organize and facilitate professional development sessions for Grantee program delivery personnel who will facilitate the TBD curriculum. 4. Provide training and orientation for grantees, prioritizing new, first -year Grantees. 5. Provide procurement and/or procurement support, which may include program equipment and materials. 16. Support Grantee in identifying potential community partners and/or local bike shops to provide bike and trailer maintenance, unless maintenance will be performed in-house by the Grantee. 7. Lead development of the iprogram evaluation plan in collaboration with an external evaluation consultant; provide G-rantee with evailuation tools (i.e. surveys, (Focus Groups) and support. g. Provide continuous technical assistance to Grantee across all program dimensions, including: equipment (maintenance, management), curriculum delivery (professional development training, curriculum support, classroom management advising, adaptive cycling support for students, etc.), administrative grant compliance (monthly reporting process), operations, and tracking guidance. 9. Support development and implementation of the "Bikes & Equipment for Participants (BEP)" program, including eligibility criteria, procurement, and tracking guidance. 10. Administer and manage the Statewide youth Development Program financial reporting process to distribute funds to Grantee on a reimbursement, monthly basis. 11. Report Grantee and CBC program activities to W, S'DOT monthly. Graintee will: Implement the Statewide "Youth Development" program in accordance with this Scope of Work and the Grant Agreement legal terms and conditions. The Grantee is the primary implementing entity responsible for program delivery, including instru ction of CK's TBD curriculum, to the Grantee's youth enroli'ed in grades 6-12, caordination with schiYal partner personnel, management of Program Goods, data collecWn and reporting, and compliance with all applicable regeuire+ments flowing from CK's contract with ViVi'SDOT (Contract No. iK1519, as amended). Specific Grantee deliverables are lusted below. 2026-2027 YOUTH DEVELOPMENT DELIVERABLES The Grantee serves as the direct program owners and implementers of CBC's Statewide "Teens Biking to Destinations" curriculum through the Youth Development Bicycle Education Program grant. The ,Grantee administers all program activities, manages program equipment and supplies, ensures professional development attendance by program delivery personnel, and reports directly to CBC primarily through communication and coordination with CBC's Youth Development Partnership Manager and the Youth Development Program Officer. The deliverables below outline the required outputs for the Grantee's demonstration of the program's implementation. These outputs represent the tangible actions needed to ensure minimum grant compliance with this Contract. Each Delhterable contributes to the Statewide Program's broader outcomes identified abxwe. Completio-n of all deliverables reflects only minimum, com pliance with this Contract and does not, on its own, indicate overall program, quality or guaranteed eligibility for continued or expanded funding. Information on program quality standards is provided in separate operational guidance. Grantees are expected to refer to this handbook tlhroughout the grant ,period. CBC's program renewal process will Ibe shared with the Grantee in Q3 to infor � � the Grantee of opportunities for continued or expanded funding. Deliverable Program outline Agenda for programming during the Partnership Manager's Site Visit Questions that Sbould be Answered Qead)ine for in Documentation Submission What happens each day of your program? When and how are the Core Content objectives integrated into the program? How are you assessing participants' readiness to bike on roads? What activities are you using to help youth learn and practice these skills? What additional curriculum objectives, if any, August Report, are incorporated? 09/12/2026 Provided by CBC The week before the Partnership Manager's Site Visit Core Content Introduction, August Report, Checklist Template Provided by CBC 09/12/2026 Youth Registration Form Provide a copy of your registration form or a link to the form if it is housed completely online. August Report, 09/12/2026 Schedule and methodology for administering youth surveys Template Provided by CSC 1Q1 Report, 10/12/2026 I Provide links to or copies of ail outward facing materials regarding your program. This includes your +website and outreach Outward Facing Material's materials. Q1 Report, 10/1212+026 Outreach plan Criteria for youth to be eligible to receive a bike, helmet, lock, and light Data Security Protocols empl'ate, Provided by CBC What conditions must be met in order for youth to complete the program and receive a bike, helmet, lock, and light set? What options exist for a participant to remedy any areas in which they are not meeting the criteria? When and how is this criteria communicated to participants and families? How are you securing sensitive information that you gather about participants and families? Who has access to this information? How is it stored? What protocols do you have for the secure disposal of sensitive information? Q1 Report, 10/12/2026 Q1 Report, 10/12/2026 Q1 Report, 10/12/2026 How is the Road Readiness Assessment integrated into your program? Is progress assessed over time during drills? Where is progress documented? Are youth assessed formally on an individual basis? What is the plan for accommodating youth who are not ready for group rides if/when the Plan for Administering Road majority of the group has demonstrated Readiness Assessment readiness? Q1 Report, 10/12/2026 Fleet Maintenance Plan (if applicable) Template Provided by CBC October Report, 11 /12/2026 Where does the group go on rides together with your program? Two route maps for each program Provide two maps for each site showing the site route you take. Q2 Report, 01/12/2027 End of Year Impact Statement Were you aide to meet your KPIs? Why ar why not? What moments or highlights can you shame from your 2026-2027 implementation? What are 1-3 youth stories that highlight the importance of your program implementation? (only 1 story is required, Q4 Report, 07110/2027 Fleet and BEP Inventory Report Monthly Finance Report Monthly Personnel Summary Monthly Cohort and Youth Participation Report Deliverables Tracker the additional 2 are optional) What changes are you seeing in your community because of your success? What, if any, are the challenges blocking greater impact in your community? Can ,you share any external evidence demonstrating your impact? Things fike media, dogs, parent feedback, etc. Template provided by CBC Template Provided by CBC Template provided by CBC Template provided by CBC Template provided by CBC Template provided by CBC Q4 Report, 07/10/2027 Ongoing Ongoing Ongoing Ongoing EXHIBIT B: BUDGET & PAYMENT SCHEDULE PURPOSE & WSD'OT COA4PLtANCE This Exhibit establishes the Grantee's total award, approved budget, payment schedule, and financial reporting requirements. In the event of conflict between this Exhibit and the Agreement's legal terms, the legal terms control. SECTION 1: TOTAL AWARD & APPROVED BUDGET Grantee's authorized expenditures are limited to the budget categories and amounts below. The Approved Budget is derived from the Grantee's Request for Proposal or Renewal and is a binding financial condition of this Agreement. CBC has no obligation to reimburse costs exceeding the Total Award or costs outside approved categories. The total award under this Agreement shall not exceed the amount identified on the Cover Page of this Exhibit. CBC has no obligation to reimburse costs exceeding this amount under any circumstances. Grantee's authorized expenditures are limited to the budget categories and amounts in the Approved Budget table below. Budget Category/Subcategory PROJECT MANAGEMENT: Personnel, maintenance & labor, storage, and consumables Personnel Staff wages, salaries, and payroll -related costs for program staff working on this grant. Includes administrative support classroom support, and operations staff. Maintenance, Labor, & Storage Bicycle fleet maintenance (labor costs and contracted mechanic fees), storage facility costs, and consumables. All maintenance supplies and parts must be on the WSDOT K1519 Schedule A-2 Authorized Cost Sheet. PROJECT MANAGEMENT SUBTOTAL DIRECT EXPENSES: Supplies, travel, temporary service, and food for trainings/meetings Bike Fleet Bikes, equipment, and supplies used to teach bike handling and safe group riding skills, which will stay in the grantee's possession, even after a cohort of participants completes the curriculum sequence. Bikes and Equipment for Participants (BEP) Bikes, helmets, locks, and lights for youth ownership once they complete the curriculum sequence. Travel & Transportation Staff mileage, lodging, meals, and incidentals for program -related travel. All travel reimbursed at Washington State SAAM rates with no exceptions. Mileage logs are required for all personal vehicle use. Lodging is only allowable if the destination is more than 50 miles from the staff's primary worksite. Supplies & Temporary Services Annual Amount Program supplies and materials, contracted temporary staffing directly supporting program delivery. All supplies must be on the WSDOT K1519 Schedule A-2 Authorized Cost Sheet where applicable. DIRECT EXPENSES SUBTOTAL INDIRECT RATE Calculated as a percentage of the Project Management Subtotal only. The rate applied is the rate from the Contractor's approved application budget. Maximum rate: 16% of the Project Management Subtotal, consistent with 2 CFR 200.414. Grantees with a negotiated indirect cost rate agreement with a cognizant federal or state agency may apply their documented rate up to that ceiling. Grantees cannot apply indirect to Direct Expenses. TOTAL AWARD TOTAL ANTICIPATED # of YOUTH SERVED ANTICIPATED COST PER YOUTH SECTION .2: PAY]MIEINT SCHEDUIIJE All payments under this Agreement are made on a reimbursement basis only. The grantee must incur and pay costs before submitting a request for reimbursement. CBC does not make advance payments, pre -payments, or payments in anticipation of costs not yet incurred. This requirement reflects and is consistent with Section 6 of CBC's Master Contract with WSDOT, which prohibits advance payments. Report Deliverables and Descriptions Monthly Finance Report Grantees will be provided a document to complete and submit monthly to report on spending for their project based on the agreed budget. Submission of the monthly budget report is contingent upon successful review and submission of the monthly/quarterly narrative and data collection reports. Report Period Report Payment Due Date Amount July: 07/01/2026 - 07/31/2026 08/12/2026 As billed and August: 08/01/2026 - 08/31/2026 09/10/2026 approved September: 09/01/2026 - 09/30/2026 10/12/2026 by WSDOT and CBC October: 10/01/2026 - 10/31/2026 11/12/2026 November: 11/01/2026 - 11/30/2026 12/10/2026 December: 12/01/2026 - 12/31/2026 01/12/2027 January: 01/01/2-27 - 01/31/2027 02/12/2027 February: 02/01/2027 - 02/28/2027 03/12/2027 March: 03/01/2027 - 01/31/2027 04/12/2027 April: 04/01/2027 - 04/30/2027 05/12/2027 May: 05/01/2027 - 05/31/2027 06/10/2027 June: 06/01/2027 - 06/30/2027 07/09/2027 Monthly Summary Report Some Schedule as the Monthly 08/12/2026 Grantees will be provided a document to Finance Schedule (see above) complete and submit monthly to report on personnel activities and program highlights. Deliverables Tracker Updated Grantees will be provided with a document to by the end be updated monthly. of each month. Youth Participation and Cohort Report Updated Grantees will be provided a document to by the end keep updated monthly, capturing youth of each participation and cohort data to verify month. grantee reach. Estimated Reimbursement Tiradline From the date Grantee submits a complete report to the date CBC issues payment, the estimated timeline is six (6) to eight (8) weeks. This reflects CBC's internal review period, WSDOT's review and payment processing period, and CBC's 30-day payment window following receipt of WSDOT funds. CBC will promptly notify Grantee if WSDOT's review causes a delay beyond this estimate. A. Submission Triggers Review, Not Payment. Submitting a financial report on time initiates CBC's review process. It does not guarantee or schedule payment on a fixed date. Payment is issued after CBC completes its review, submits to WSDOT, and receives WSDOT funds. Grantee should plan cash flow accordingly. B. Complete Submissions Only. CBC will not begin review of an incomplete submission. A submission is complete when it includes the financial report, the progress report, all required certifications, and supporting documentation consistent with Section 3 of this Exhibit and the Partner Expense Documentation Guide. Incomplete submissions will be returned to Grantee with a written description of what is missing. The submission deadline is not extended for resubmissions. Grantee bears the risk of reimbursement delays or denials resulting from incomplete initial submissions. C. Late Submissions. Reports received after the applicable deadline will be processed in the next quarter's invoice cycle, where possible. CBC is not obligated to reimburse costs that become unreimbursable due to Grantee's late submission. Grantee bears sole responsibility for costs that cannot be recovered due to late reporting. If Grantee anticipates a late submission, Grantee must notify the CBC Program Officer and Finance Coordinator in writing before the deadline. D. Withholding of Payment. CBC may withhold payment for: (i) any disputed line item until the dispute is resolved; (ii) any reporting period for which Grantee has not submitted a complete report; (iii) any outstanding corrective action required under Section 3 of this Exhibit; or (iv) any period during which Grantee is in breach of this Agreement. Withholding of payment for disputed items does not constitute a breach by CBC. E. WSDOT Payment Dependency. CBC's obligation to pay Grantee is contingent on CBC receiving the corresponding funds from WSDOT If WSDOT withholds or delays payment to CBC, CBC will notify Grantee and work to resolve the issue promptly. CBC's 30-day payment timeline runs from CBC's actual receipt of funds from WSDOT, not from CBC's invoice submission date. Final Invoice Deadline. All costs incurred between July 1, 2026, and June 30, 2027 must be submitted to CBC no later than July 10, 2027. CBC is not obligated to reimburse costs submitted after this date. This deadline reflects WSDOT's annual billing cutoff, which prevents CBC from processing late -submitted Grantee costs through WSDOT. Grantee bears sole responsibility for any costs that become unreimbursable due to late submission. S:ECTli9N 3: FINANCIAL REPORT REQUIREMENTS The grantee will record expenditures monthly in the CBC-provided financial tracking template throughout the Grant Term. At quarter end, Grantee submits the completed template, with all monthly entries for the quarter populated, along with supporting documentation, by the deadline outlined in Section 2. A. Each report submission must include the completed CBC financial tracking template with all monthly entries. B. Q4 Final Report: Additional requirements I. A full -year reconciliation showing total expenditures by budget category against the Approved Budget. IL Documentation of any unexpended funds with an explanation. III. BEP final distribution and inventory reconciliation consistent with the Scope of Work. IV. Confirmation that all program -related purchases have been received and paid. CBC cannot reimburse costs pending payment at the time of Q4 submission. C. Submission Method. Submit reports by email to {(CBC Finance email address)) with the CBC Program Officer copied. Instructions for completing each tab of the financial tracking template are provided in the Instructions tab of your 2026-2027 Monthly Finance Report. The Partner Expense Documentation Guide contains additional information. SECTION 4:CBC FINANCIAL IREVIEW ,& COMPLIANCE PROCESS CBC reviews all Grantee financial reports for accuracy, allowability, and completeness before submitting invoices to WSDOT, as required under K1519. CBC's review covers whether: costs are within approved budget categories and amounts; applicable purchases are on Schedule A-2 at or below maximum unit costs; documentation is complete and consistent with the Partner Expense Documentation Guide; personnel allocations are supported by time and attendance records; travel complies with SAAM rates; the indirect calculation is correct and applied only to the Project Management Subtotal; and the certification has been signed. A. Deficient Submissions. If CBC identifies a deficiency, including missing documentation, an unallowable cost, a calculation error, or an inconsistency, CBC will notify Grantee in writing within five (5) business days of the identification of the deficiency, specifying the line item and the applicable requirement. Grantee has ten (10) calendar days to respond with supporting documentation or a written explanation. CBC will withhold reimbursement only for disputed items. Undisputed items will be processed and reimbursed on the normal cycle. If Grantee's response does not resolve the deficiency, CBC will escalate consistent with the Agreement's compliance and dispute resolution provisions. If CBC or WSDOT identifies an unallowable cost after reimbursement has been made, Grantee must repay the disallowed amount within thirty (30) calendar days of written notice, consistent with Section 16 of this Agreement. B. Purchase Pre -Approval. Grantee must obtain prior written approval from the CBC Program Officer before purchasing any item that: is not on WSDOT K1519 Schedule A-2; exceeds the Schedule A-2 maximum unit cost; or would result in a budget reallocation requiring approval under Section 6 of this Exhibit. Costs incurred without required pre -approval are not reimbursable, regardless of whether they would otherwise be allowable. Pre -approval requests must include the item description, program purpose, estimated cost, and at least three (3) competitive quotes for purchases above $100. SEC, TION 5: SCHEDULE A-2 JCOST SHEET) & PROCUREMENT COMP lIANCI The WSDOT K1519 Schedule A-2 Authorized Cost Sheet lists items commonly purchased in connection with this grant and establishes a target cost and a maximum reimbursable cost for each item. CBC may only reimburse purchases of listed items at or below the maximum cost. A. Purchases Not on Schedule A-2. Items not listed on Schedule A-2 may be reimbursable if they are: (i) within an approved budget category; (ii) reasonable in cost; (iii) necessary for program delivery; and (iv) pre -approved in writing by the CBC Program Officer before the purchase is made, consistent with Section 4B of this Exhibit. B. Procurement Requirements for Public Agency Grantees. Public agency Grantees must comply with applicable Washington state public procurement requirements, including RCW 28A.335.190, in addition to the requirements of this Exhibit. Where public agency procurement thresholds are more restrictive than the requirements in this Exhibit, the more restrictive standard applies. Contact the CBC Program Officer if Grantee is uncertain whether a purchase requires a formal procurement process. C. Schedule A-2 Updates. Schedule A-2 is updated with each K1519 amendment cycle. If CBC receives an updated Schedule A-2 during the Grant Term, CBC will provide Grantee with the updated version within thirty (30) calendar days of CBC's receipt. SECT[GN 6: BUDGET REAL, LOCATI'0111CONTROLS Grantee may reallocate funds within the Approved Budget, subject to the following limits. No reallocation may increase the Total Award. A. Within -Category Reallocations: No Prior Approval Required. Grantee may reallocate funds between subcategories within the same budget category without prior written approval if: (i) the reallocation does not exceed ten percent (10%) of the Total Award within a single Grant Term; and (ii) no single subcategory is increased or decreased by more than twenty percent (20%) of its approved amount. Grantee must document within -category reallocations in the applicable quarterly financial report. B. Cross -Category Reallocations: Prior Approval Required. Any reallocation of funds between Category 1 (Project Management) and Category 2 (Direct Expenses) requires prior written approval from CBC, submitted at least thirty (30) calendar days before the proposed effective date. CBC will respond within fifteen (15) calendar days. Cross -category reallocations affect the indirect rate calculation and must be reviewed before implementation. To request a cross -category reallocation, Grantee shall submit a written budget modification request to the CBC Program Officer identifying the categories affected, amounts to be reallocated, the reason for the reallocation, and any impact on Scope of Work outputs. C. Reallocations Requiring Formal Amendment. The following require a formal written amendment to this Agreement: any reallocation exceeding the thresholds above; any increase to the Total Award; any addition of a new budget category not included in the Approved Budget; or any reallocation that would materially reduce Scope of Work outputs. D. Prohibited Reallocations. No reallocation may: increase the Total Award; shift funds into an unallowable cost category; reduce BEP or Fleet Procurement funding below approved amounts without written approval from both CBC and WSDOT, or materially reduce Program outputs without a formal Agreement amendment. SECTION 7: GRANT CLOSEOUT Upon expiration or termination of this Agreement, Grantee shall submit a Final Invoice and Final Program Report within forty-five (45) calendar days of the Grant Term end date or termination effective date, whichever is earlier, consistent with the Q4 Final Report requirements in Section 3B of this Exhibit. Any portion of the Total Award not expended on allowable costs by the Grant Term end date shall be returned to CBC within forty-five (45) calendar days. CBC will process Grantee's Final Invoice within thirty (30) calendar days of receipt and provide a written final grant determination within sixty (60) calendar days of receiving the Final Invoice.