2024-11-25-minutes-public-works-and-cds-study-session

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termination, if the Applicant does not reimburse Ecology for the costs incurred within thirty-two (32) days of Ecology's mailing written demand, Ecology may recover the costs from any performance security posted with or delivered to Ecology as applicable, and shall return or release the unneeded portions of the performance security to the Applicant within thirty (30) days after obtaining satisfaction of all costs incurred. If such recovery is inadequate to obtain full reimbursement, the Applicant shall be liable to Ecology for any remaining unpaid costs; b. Upon termination by either Party for any reason, if the Applicant does not withdraw the application(s) covered by this CRA, Ecology shall be released from any commitment under this CRA with respect to processing and decision -making associated with the application(s). Equipment purchased to process and make decisions concerning the Applicant's application(s),or on any such senior application(s) which must be acted upon before the Applicant's, may remain the property of Ecology per the provisions of II.B.2.a.vi. above; c. Upon termination by either Party for any reason, Ecology may, at its discretion, stop or continue its processing and decision -making work on any application(s) covered by this CRA, but the Applicant shall not thereafter be responsible to reimburse Ecology for direct or indirect costs incurred for processing and decision- making on the application(s) on which no decision was rendered before a Party terminated this CRA; and d. The rights and remedies of the Parties shall be limited to those expressly provided in this CRA and its Appendices, including those in this Termination section. E. Additional Provisions. No Waiver. No Party shall be construed to have waived any of its respective rights or interests in this CRA by a failure, in any instance, to have asserted, or made claim on, such right at the time such Party was entitled to assert the same. Waiver of any default or breach shall be deemed neither to be a waiver of any subsequent or other default or breach, nor a modification of the terms of this CRA unless stated to be such in writing, signed by Ecology, and attached to the original CRA. 2. Entire Aareement. This CRA and its Appendices (i.e., Appendix A — Sample Acceptable Status Report, and Appendix B —Sample Invoice), together with subsequent amendments signed and agreed to by the Parties, constitute the entire CRA between the Parties. 3. No Modification. There shall be no modification, amendment, change, or alteration of this CRA recognized as valid and binding on the Parties hereto unless same shall be reflected in a written instrument executed by the Parties. 4. No Assignment. Neither this CRA, nor any claim arising under this CRA, shall be transferred or assigned by the Applicant without the prior written consent of Ecology. 5. No Effect on Legal Requirements or Processes. Nothing in this CRA shall be construed to limit Ecology from complying with its obligations under applicable laws or from considering public comments received in any environmental review or regulatory process. This CRA shall not be interpreted in any manner to predispose or predetermine the outcome of any application(s), permit, environmental review, or other legal process. 6. Indemnification. The Applicant shall defend, protect and hold harmless the State of Washington, Ecology, or any employees or contractors thereof, from and against all claims, suits or actions arising from the Applicant's acts which are libelous or slanderous, result in Washington State Department of Ecology Cost -Reimbursement Agreement (CRA) Page 12 of 16