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State of Washington Department of Ecology
<br />Aizreement No SPPREG-20 t 7-KICOFAI-00003
<br />Prqject 11fle Regional mi spill and hoz-111itt meldent response and resource ickluisition
<br />Recipient Name Kittims Comm. Sherif'
<br />mutually agreed upon if) writing For commencement of work, or tile time period defined within the Scope of Work.
<br />Non- Pei, rormance, -File obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the
<br />RECIPIENT oral[ OF its obligations under this Agreement. In the event the RECIPIENT UnJustirtably fails, in the
<br />opinion or ECOLOGY, to perform all), obligation required of it by this Agreement, ECOLOGY may refuse to pay ally
<br />Farther funds, terminate in whole of, in part this Agreement, and exercise any other rights Under this Agreement.
<br />Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY For damages sustained by
<br />ECOI,OGYaticIttieSt-,it.cofWasilitigtolibecatiscofaiiybreaci)oCtliisAgi-eciiictitbyt1icRECIPIF.N,r. ECOLOGY
<br />may withhold payments for the purpose OCSOtOff Until such tune M the exact aniount or damages (tile ECOLOGY from
<br />the RECIPIENT is determined,
<br />b) For Convenience
<br />ECOLOGY may terminate for convenience this Agreement, in whole of in part, for any reason when it is tile best
<br />interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted
<br />below. I f this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in
<br />accordance with the terms of this Agreement prior to the effective (late of termination.
<br />Non -Allocation or Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event
<br />funding from state, federal. of, other sources is withdrawn, reduced, or limited in any way after the effective date and
<br />prior to the completion or expiration (late orthis Agreement, ECOLOGY, at its sole discretion, may elect to terminate
<br />the Agreement, in whole or part, of, renegotiate the Agreement, subject to new funding limitations or conditions.
<br />ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY determines the ftinding
<br />insufficiency is resolved. ECOLOGY may exercise any orthese options with no notification or restrictions, although
<br />ECOLOGY will make a reasonable attempt to provide notice.
<br />If payments have been discontinued by ECOLOGY due to unavailable funds, the RECIPIENT shall not be obligated to
<br />repay monies which had been paid to the RECIPIENT prior to such termination.
<br />RECIPIENT's obligation to continue or complete tile work described in this Agreement shall be contingent upon,
<br />availability of funds by the RECIPIENT's governing body.
<br />c) By IVilitUal Agreement
<br />ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, it any time, by IllUtUal written
<br />agreement.
<br />(1) In Event offernlination
<br />All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other
<br />materials prepare([ by tile RECIPIENT Under this Agreement, at the option of ECOLOGY, will become property of
<br />ECOLOGY and tile RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work
<br />completed oil such documents and other materials.
<br />Nothing contained herein shall preclude ECOLOGY from demanding repayment ofall funds paid to the RECIPIENT in
<br />accordance with Recovery or Funds, identified herein.
<br />28. THIRD PARTY BENEFICIARY
<br />RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENTPUrSUallt to this Agreement, tile state
<br />of Washington is named as an express third party beneficiary of such subcontracts with full rights as such.
<br />29. WAIVER
<br />Waiver Ora deft -cult or breach of any provision orthis Agreement is not a waiver Of any SUbseqUellt derault or breach,
<br />and will not be construed as a modification oFthe terms oFthis Agreement unless stated as such in writing by the
<br />Version 10/3012015
<br />Pau IS of' 19
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