A25-07170922_Agreement_AES_Upland_Habitat_Enhancement_Project_Specialist_Position_Arizona_Elk_Society_signed.pdf

A25-07170922

LANDOWNER RELATIONS PROGRAM

COOPERATIVE STEWARDSHIP AGREEMENT

FOR HABITAT IMPROVEMENT

THIS COOPERATIVE STEWARDSHIP AGREEMENT for habitat improvement is entered into between the Arizona Elk Society (“AES”), represented by Steve Clark, and the State of Arizona through the Arizona Game and Fish Commission ("Commission") and its administrative agency the Arizona Game and Fish Department ("Department") (collectively “Parties”) for the purpose of developing and implementing a second cooperatively funded wildlife biologist position in the Department’s Landowner Relations and Habitat Enhancement Program.

This Agreement is a Federal Subaward by the Arizona Game and Fish Department to a Subrecipient pursuant to the Pittman-Robertson Act, 16 U.S.C. §669. This Subaward is subject to the Federal Funding Accountability and Transparency Act of 2006 (FFATA), Pub. L. 109-282. Pursuant to 2 C.F.R. §200.332:

WHEREAS, the Commission is authorized to enter into this Agreement pursuant to A.R.S. § 17-231(B) (7);

WHEREAS, the Commission has primary statewide responsibility for management actions related to fish and wildlife populations within the State of Arizona.

WHEREAS, the Department acts under the authority of the Commission.

WHEREAS, the Parties executed a Memorandum of Understanding (MOU) dated December 14, 2018, and amendment dated December 19, 2023 that enables separate, project-specific agreements that can include the exchange of funds, technical expertise, and other goods or services that further the intent of that MOU.

WHEREAS, the Parties implementation of the terms of this agreement will fulfill the mutual desire of the Parties to cooperate for the benefit of wildlife and the people of Arizona.

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration contained herein, the Parties agree to implement the following:

Project Description:

The purpose of this agreement is for the AES to hire a full-time cooperatively funded Upland Habitat Enhancement Project Specialist to focus on the implementation of grassland restoration projects in Arizona. The position will be centrally located, and will require frequent travel to the AES office, AZGFD Headquarters, and statewide travel to project sites. The specialist will work an average of 40 hours per week and may drive a Department vehicle or be reimbursed for miles driven in a personal vehicle per the ADOA state rate. The position will focus on direct implementation of woody vegetation removal projects with a goal of enhancing approximately 5,000 acres annually. The Parties intend to limit this position's involvement in any activities not directly related to implementing these projects.

A. The Arizona Game and Fish Department shall:

1. Reimburse AES in an amount not-to-exceed forty thousand dollars ($40,000.00) per year to cover 1/2 of the costs associated with the hiring of a full-time Upland Habitat Enhancement Project Specialist. Payment of these amounts shall be made upon receipt of a quarterly invoice from AES. Funding under this agreement is not available for reimbursement of AES’s purchase of equipment. Equipment is defined as having a fair market value of $5,000 or more per unit.

2. Develop work plans and objectives as well as provide day-to-day oversight for the Habitat Enhancement Project Specialist position.

B. The Arizona Elk Society shall:

1. Hire one full-time employee for a period of up to three (3) years at a mutually agreed upon salary to work exclusively on implementation of habitat improvement projects located in northern Arizona.

2. Provide funding to cover approximately 1/2 of the costs associated with the hiring and employment of a full-time Habitat Enhancement Project Specialist.

3. Provide the Department with quarterly invoices for services received on 1/2 of the agreed upon annual salary and associated position costs.

4. Provide the Department with quarterly performance reports detailing activities completed and invoices for services received on 1/2 of the agreed upon annual salary and associated position costs.

5. Accept full responsibility for, and indemnify, release, discharge, and hold harmless the State of Arizona, the Commission, the Department, its officers, employees, and consultants from and against any and all manner of actions and claims, for personal injury and or property damage occurring during or in connection with the AES’s and its employees’ performance under this Agreement, and any and all claims, damages, losses, or suits arising directly out of the AES or its employees' negligence or omissions in performing services under this Agreement, except when caused solely by the negligence of the Department, its officers, employees, or consultants. The obligations of the AES under this section shall survive the termination of this Agreement.

C. The Parties mutually agree:

1. To work together to promote the activities and goals of this Agreement.

2. That unless otherwise terminated as provided herein, this Agreement shall extend for a period of three (3) years from the date of last signature on this Agreement. Project progress will be monitored and a final assessment of the project's effectiveness will be completed jointly by the Parties.

3. The Agreement is not intended to constitute, create, give to, or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the right and obligations of the Parties shall be only those expressly set forth in this Agreement. The Parties agree that no AES employee performing under this Agreement is considered to be a state employee, and that no right of state civil service, retirement or personnel rules accrue to such persons. AES shall have responsibility for all salaries, wages, bonuses, retirement, withholdings, worker's compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such employees, and shall save and hold the State of Arizona harmless with respect thereto. Employees of the AES and the Department shall remain their respective employees while carrying out their duties under the Agreement. During the course of the Agreement, the Department reserves the right to require the AES to reassign or otherwise remove from the project the Habitat Enhancement Project Specialist if found unacceptable by the Department.

4. The service or services to be rendered under this Agreement are those of an employee of the AES.

The Department is interested only in the quality of services provided and the final results to be achieved; the conduct and control of the work will be collaborated between the Department and the AES. The AES is not an officer, employee, or agent of the Department, and the AES's employees are not entitled to any benefits provided to Department employees.

5. AES shall act as an independent contractor in performing the obligations of this Agreement and shall not act as an agent or employee of the Department. AES shall be responsible for all acts and omissions of its employees, subcontractors, and agents and for their compensation, workers compensation and liability coverage, claims and taxes.

6. Nothing in this Agreement shall be construed as obligating the Department in any contract or other obligation for the future payment of money in excess of appropriation authorized by law.

7. It is the intent of the Parties to fulfill their obligations under this Agreement. However, commitments cannot be made beyond the period for which funds have been appropriated, made administratively available, or authorized by law. In the event funds from which the Parties may fulfill their obligations are not appropriated, made administratively available, or authorized by law, the Agreement will be terminated immediately upon written notice by either Party, and neither Party shall make any further commitment or expenditure of funds and shall cancel any outstanding obligations when possible.

8. Any Party may terminate this Agreement upon sixty (60) days written notice to the other Parties.

Upon termination, all work performed pursuant to this Agreement shall cease and AES shall not incur any new obligations for the terminated portion of the Agreement and shall cancel as many outstanding obligations as possible. The Department shall allow full credit to AES for their share of the non-cancelable obligations properly incurred by the AES up to the effective date of the termination.

9. Notices: All written notices concerning this Agreement shall be delivered in person or sent by certified mail, return receipt requested, to the Parties as follows:

For the Commission:

Arizona Game and Fish Department ATTN: Mr. Dan Sturla 5000 W. Carefree Highway Phoenix, Arizona 85086 Phone: (623) 236-7282 Email: dsturla@azgfd.gov

For Arizona Elk Society:

Arizona Elk Society ATTN: Steve Clark 7773 West Golden Lane Peoria, Arizona 85345 Phone: (623) 444-4147 Email:stevec@arizonaelksociety.org

10. Modifications within the scope of this Agreement shall be made by mutual consent of the Parties, by the issuance of a written modification, signed and dated by all Parties, prior to any changes being performed. The Parties are not obligated to fund any changes not approved in advance.

11. This Agreement is subject to public records requests. In the event a request is made, personally identifiable information such as address, phone number, and email address will be redacted.

12. Every obligation of the Parties under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds for the continuance of this Agreement are not allocated or are not available, this Agreement shall terminate automatically on the date of expiration of funding. In the event of such termination, the Parties shall incur no further obligation or liability under this Agreement other than for payment of services rendered prior to the expiration of funding.

13. All work performed pursuant to this Agreement shall be in compliance with all applicable state and federal laws and regulations.

14. This Agreement in no way restricts any Party from participating in similar activities with other public or private agencies, organizations, or individuals.

15. Non-discrimination. In carrying out the terms of this agreement, the Parties agree to comply, to the extent they apply, with Executive Orders No. 2023-01 and No. 99-09 prohibiting discrimination in employment, the provisions of which are incorporated herein by reference.

16. This Agreement constitutes the entire Agreement between the Parties pertaining to the subject matter herein and accurately sets forth the rights, duties, and obligations of each Party. All prior or contemporaneous agreements and understandings, oral or written, are hereby superseded and merged herein. The provisions of this Agreement may be abrogated, modified, rescinded, or amended in whole or in part only by mutual written consent executed by the Parties.

17. In the event that any provision of this Agreement or portion thereof is held invalid, illegal, or unenforceable, such provision or portion thereof shall be severed from this Agreement and mailto:dsturla@azgfd.gov shall have no effect on the remaining provisions of this Agreement, which shall remain in full force and effect.

18. This Agreement is subject to termination pursuant to A.R.S. § 38-511.

19. All payments received by AES through this Agreement may be subject to federal and local income tax. Any questions regarding the tax status of payments should be directed to the AES’s personal tax consultant.

20. To the extent applicable, the AES warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with A.R.S. § 23-214, Subsection A. (That subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the everify program.). A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Agreement and AES may be subject to penalties up to and including termination of the Agreement. Failure to comply with a state audit process to randomly verify the employment records of AES and subcontractors shall be deemed a material breach of the Agreement and AES may be subject to penalties up to and including termination of the Agreement. The Department retains the legal right to inspect the papers of any employee who works on the Agreement to ensure that AES or a subcontractor are complying with the warranty.

21. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Agreement.

Combined Single Limit (CSL) $1,000,000

a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

Federal Award Information:

Federal Awarding Agency: U.S. Fish and Wildlife Service Wildlife and Sports Fish Restoration Program Federal Award Identification Number (grant number or federal award number):

FY26 CMS AZ FW-100-P-33 F25AF02105

FY27 CMS AZ FW-100-P-34

FY26 CMS AZ FW-100-P-35

Federal Award Date of Award to the Department: 7/1/2025 FY26-FY28 CMS Grant Pass-Through Entity: The Arizona Game and Fish Department Catalog of Federal Domestic Assistance (CFDA) Number and Name: 15.611 Wildlife Restoration and Basic Hunter Education Subrecipient Name: Arizona Elk Society Subrecipient Unique Entity Identifier: S7BZV4HY6NS8 Amount of Federal Funds Obligated by this Agreement:

Up to $40,000 annually for 3 years, not to exceed a total of $120,000

FY26 $40,000

FY27 $40,000

FY28 $40,000

Total Amount of the Federal Funds Committed to the Subrecipient by the Department: Up to forty thousand dollars ($40,000) annually for a total not to exceed One Hundred Twenty Thousand Dollars ($120,000.00).

Identification of whether the award was for research and development: No Negotiated and approved indirect cost rate for the federal award to AZGFD: 51.99% Negotiated and approved indirect cost rate for the third party: N/A, direct costs only.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last signature date below, and each person signing this Agreement warrants that he/she has the capacity and authority to execute this Agreement and consummate the transactions contemplated herein.

APPROVED:

Arizona Elk Society

By: ____________________________________ Date________________ Steve Clark Executive Director

APPROVED:

Arizona Game and Fish Department

By: ________________________________________ Date________________ Clay Crowder, Assistant Director Wildlife Management Division

7/31/25

8/4/2025