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State of Washington Department of Ecology <br />Agreement No : W2RLSWFA-17\9-KiCPHD-00022 <br />Proj ect Title : 2017-19 LSWFA Kittitas Co. SWE <br />Recipient Name : KITTITAS COUNTY PUBLIC HEAL TH <br />RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material <br />breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance <br />rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. <br />Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to <br />commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date <br />mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work. <br />Page I 7 of 18 <br />Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the <br />RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the <br />opinion of ECOLOGY, to perform any obligation required ofit by this Agreement, ECOLOGY may refuse to pay any <br />further funds, terminate in whole or 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 />ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY <br />may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from <br />the RECIPIENT is determined . <br />b) For Convenience <br />ECOLOGY may terminate for convenience this Agreement, in whole or in part, for any reason when it is the best <br />interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted <br />below . If 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 date of termination. <br />Non-Allocation of Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event <br />funding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and <br />prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate <br />the Agreement, in whole or part, or 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 funding <br />insufficiency is resolved . ECOLOGY may exercise any of these options with no notification or restrictions, although <br />ECOLOGY will make a reasonable attempt to provide notice . <br />In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the recipient/contractor <br />through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the <br />recipient/contractor. In no event shall ECOLOGY's reimbursement exceed ECOLOGY's total responsibility under the <br />agreement and any amendments . <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 the work described in this Agreement shall be contingent upon <br />availability of funds by the RECIPIENT's governing body. <br />c) By Mutual Agreement <br />ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written <br />agreement. <br />d) In Event of Termination <br />All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other <br />materials prepared by the RECIPlENT under this Agreement, at the option of ECOLOGY, will become property of <br />ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work <br />Version 10/30/2015