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Home My WebLink AboutFin Assist Agreement DoEDEPARTMENT OF ECOLOGY State of Washington Agreem ent No. SWMLSWFA- 202L-KiCo SW-00 0 1 2 SOLID WASTE MANAGEMENT LOCAL SOLID WASTE FINANCIALASSISTANCE AGREEMENT BETWEEN TI{E STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND KITTITAS COT'NTY SOLD WASTE DEPARTMENT This is a binding Agreement entered into by and between the state of Washington, Department of Ecology, hereinafter referred to as "ECOLOGY," and KITTITAS COUNTY SOLID WASTE DEPARTMENT, hereinafter referred to as the *RECIPIENT," to carry out with the provided funds activities described herein. GEI{ERAL INFORMATION Project Title: Total Cost: Total Eligible Cost: Ecology Share: Recipient Share: The Effective Date of thisAgreement is: The Expiration Date of this Agreement is no later than: Project Type: IMPKittitas SW $326,892.00 $326,892.00 $245,169.00 $81,723.00 07l0taazl 06130/2023 Planning & Implementation Project Short Description: Kittitas County Solid Waste will spend $326,892.00 to support waste prevention, reduction and recycling as well as the ptoper management of household hazardous waste ([IHW) and organic material, resulting in 400 tons of materials recycled, 45 tons of HIIW properly managed and 4,500 tons of organics diverted ftom the landfill. Proiect LonE Description: See the Scope of Work section for more detailed information related to individual Tasks Overall Goal: Provide regional solutions and intergovernmental cooperation; prevent or minimize environmental contamination through planning and project implementation; and comply with state and local solid and hazardous waste managementplans and laws. Shtc ofWashington Departna* of Ecologr Agrecment No: SWMLSWFA-2021-KiCoSW400I2 ProjectTitlc IMPKittihsSW RecipientNane: KIffITAS COUNTY SOLID WASTE DEPARIMBNT RECIPIENT INFORMATION OrganizationName: KITflTAS COUNTY SOLID WASTE DEPARIMENT Paga2of24 Federal Tlx ID: DUNSNumber: MailingAddress: Physical Address: Organization Email: Gontacts 9l-6001349 0t0202547 925IndushialWay Ellensburg, WA98926 925IndushialWay Ellensburg, Washington 98926 patti.stacey@co.kittitas.wa.us Templatc Version l7l l0l 2020 State ofWashington Depadment of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW Recipient Name: KITTI1AS COT NTY SOLID- WASTE DEPARIMENT Page 3 of24 Project Manager Patti Stacey Director 925 Industrial Way Ellensburg, Washington 98926 Email: patti.stacey@co.kittitas.wa.us Phone: (509)962-7542 Billing Contact Erica Luce Solid Waste Assistant 925Indusfrial Way Ellensburg, Washington 98926 Email: erica.luce@co.kittitas.wa.us Phone: (509)962-7070 Authorized Signatory Patti J Stacey Director 925 Indushial Way Ellensburg, Washington 98926 Email: patti.stacey@co.kittitas.wa.us Phone: (509)962-7542 Template Version lA rc nOzO Page4 of24Strte of Washington Departnent of Ecology Agr€cmentNo: SWMLSWFA-2021-KiCo$W-00012 ProjectTitlq tMP Kittitas SW RecipientName: KITTITAS COUNTY SOLID \ITASTE DEPARIMENT ECOLOGYINFORMATION MailingAddress:Department of Ecology SolidWaste Management PO BOX 47600 Olympia, WA98504-7600 PhysicalAddress:SolidWaste Management 300 Desmond Drive SE Lacey, WA98503 Contacts Project Manager Laura Busby 1250 WAlder St. Union Gap, Washington 98903-0009 Email: LBus461@ecy.wa.gov Phone: (50D4A64959 Financial Manager Laura Busby 1250 WAlder St. Union Gap, Washington 98903-0009 Email: LBus46l@ecy.wa.gov Phone: (509)406-3959 Template Vcrsion lA rc D020 State ofWashingon Agreement No: Project Title: RecipientName: Department of Ecology SWMLSWFA-202 l -KiCoSW-00O I 2 IMPKittitas SW KITTITAS COTJNTY SOLID WASTE DEPARTMENT Page 5 of24 KITTITAS COTJNTY SOLID WASTE DEPARTMENT AUTIIORIZING SIGNATTJRES RECIPIENT agrees to furnish the necessary personnel, equipment, materials, services, and otherwise do all things necessary for or incidental to the performance of work as set forth in this Agreement. RECIPIENT acknowledges that they had the opportunity to review the entire Agreement, including all the terms and conditions of this'Agreement, Scope of Work, attachments, and incorporated or referenced documents, as well as all applicable laws, statutes, rules, regulations, and guidelines mentioned in this Agreement. Furthermore, the RECIPIENT has read, understood, and accepts all requirements contained within this Agreement. This Agreement contains the entire understanding between the parties, and there are no other understandings or representations other than as set forth, or incorporated by reference, herein. No subsequent modifications or amendments to this agreement will be of any force or effect unless in writing, signed by authorized representatives of the RECIPIENT and ECOLOGY and made a part of this agreement. ECOLOGY and RECIPIENT may change their respective staffcontacts without the concurrence of either party. ThisAgreement shall be subject to the written approval of Ecology's authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement and bind their respective organizations to this Agreement. Washington State Department of Ecology By: '.i,!tt;,rr-, ji 'L Digltally slgned by Laurie Davies t-7 i-t-i, .j- Date:2021 11 22 l6so:3e -08'00'By: Laurie Davies Solid Waste Management Program Manager TemplateApproved to Fomr by Attomey General's Office Date Patti J Stacey Director Date Template Version lA I 0 n020 $tib ofvasbitrgton Dcparffiont of Eology AgreanootNo: SWMISWFA'2021-KiCo$W'{X!0I2 ItqioetTltle; IMPKttdhsSW ReoiptuntNasrs: KHTITASCOUNTYSOLIDWAYIEDEBAKIMENT BrottWachsmlft Chair,of Comnissionqs Page 6 of24 Dato f Tomplatc Vorsion lU$n020 State of Washington Depadmentof Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW RecipientName: KITTITAS COUNTY SOLID WASTE DEPARTMENT PageT of24 SCOPE OFWORK TaskNumber: I TaskCost: $177,333.33 Task Title:MRW Collection and Management Task Descriotion: RECIPIENT will continue operating the moderate risk waste (lvIRlV) fixed facilities located in Cle Elum and Ellensburg. RECIPIENT also offers collection of conditionally exempt small quantity generator (CESQG) waste. RECIPIENT must charge a fee for material collected from CESQGs and must itemize that fee as a credit to the task under the following conditions: . When the material is bulked with HHW for transportation/disposition and . RECIPIENT charges costs for transportation/disposition to the task. This task includes development and distribution of promotional materials in a variegy of formats to encourage program participation. In accordance with provisions 3 and 19 of the General Terms and Conditions of this Agreement, RECIPIENT is encouraged to work with their ECOLOGY grant manager when developing promotional materials, and must provide a draft copy for review and approval ten (10) business days prior to production and distribution of materials. Work to be performed by RECIPIENT ' MRW facility operations, including transportation for proper management of HHW . Oil and antifreeze collection . Program promotion Costs eligible for reimbursement with supporting documentation include: . Recipient employee time to implement task scope . Contracted orpurchased services . Costs not listed here but pre-approved in writing by Ecology Costs not eligible for reimbursement include: . Overtime compensation (all hours are calculated at the regular rate ofpay) ' Costs covered by existing product stewardship organizations (E-Cycle Washington, LightRecycle Washinglon, Call2Recycle, PaintCare) and costs covered by new product stewardship organizations that are fully implemented during this agreement period are not eligible for reimbursement through this agreement . Costs not specifically identified in the task's scope of work or pre-approved in writing by Ecology Task Goal Statement: The goal of this task is to divert MRW from landfills by providing convenient collection and proper management options for MRW for residents and businesses within Kittitas County. Task Expected Outcome: With the Task Cost, RECIPIENT expects 45 tons of HHW to be collected and properly managed through 2,500 recipient employee hours. Templatc Version 12 I I 0 I 2020 State of Washin$on Dopartnent of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTiile: IMP Kittilas SW .., Recipi,entName:,. -K$IT4$Q,O!,INTY$p!-IDWASTEDEPARTMENT Pagc 8 of24 ReoipientThskCoordinator: Patti Stacey MRW Collection and Management Deliverables Number Descriptlon Due Date 1.1 TaskExpected Outcomes are the deliverables and achieved incrementally tbroughout the biennium. Template Version lU l0 I 2020 State of Washington Department of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kiritas SW Recipient Name: KITTITAS COLiNTY SOLID WASTE DEPARTMENT Page 9 of24 SCOPE OFWORI( TaskNumber: 2 Task Cost: $36,906.67 Task Title:CROP Recycling Operations Task Description: Work to be performed by RECIPIENT ' Provide and manage recycling-drop boxes at the Ellensburg and Cle Elum Transfer stations for County residents ' Contract with Shred-It to do secure shredding and recycling of confidential paper for residents ' Utilize existing contact with'Waste Management to transport recyclables to markets for recycling . Program promotion, education and outreach This task includes development and distribution of promotional materials in a variety of formats to encourage program participation. In accordance with provisions 3 and 19 of the General Terms and Conditions of this Agreement, RECIPIENT is encouraged to work with their ECOLOGY grant manager when developing promotional materials. Costs eligible for reimbursement with supporting documentation include: . Recipient employee time to implement task scope ' Contracted or purchased services . Costs not listed here but pre-approved in writing by Ecology Costs not eligible for reimbursement include: . Overtime compensation (all hours are calculated at the regular rate of pay) . Costs covered by existing product stewardship organizations (E-Cycle Washington, LightRecycle Washington, Call2Recycle, PaintCare) and costs covered by new product stewardship organizations that are fully implemented during this agreement period are not eligible for reimbursement through this agreement . Costs not specifically identified in the task's scope of work or pre-approved in writing by Ecology Task Goal Statement: The goal of this project is to provide collection of recyclables to residents within Kittitas County for proper recycling. Task Expected Outcome: With the Tiask Cost, RECIPIENT expects to collect 400 tons of materials from residents for recycling through 1,000 houn of employee time. Recipient Task Coordinator: Patti Stacey CROP Recycling Operations Deliverables Number Description Due Date 2.1 Task Expected Outcomes are the deliverables and achieved incrementally throughout the biennium. Template Versio n 12 I | 0 I 2020 State ofWasbinglon Departnent of Ecologl AgreementNo: SWMLSWFA-2021-KiCoSW-00012 ProjectTitle: IMPKittitos SW RecipientName: KITTITAS COUNTY SOLID WASTE DEPARIMENT Page l0 of24 SCOPE OFWORK TaskNumber: 3 TaskCost: $112,652.00 TaskTitle:Organics Management Task Description: Work to be performedby RECIPIENT . Composting facility operations . Encourage organics diversion from landfill through public outreach and education This task includes development and distribution of promotional materials in a variety of formats to encourage program participation. In accordance with provisions 3 and 19 of the General Terms and Conditions of this Agreement, RECIPIENT is encouraged to work with their ECOLOGY grant manager when developing promotional materials' RECIpIENT may purchase compost bins under this task. It is anticipated that bins will be provided free to workshop participants who have not previously received a bin. RECIPIENT may request reimbursement of full cost of bins provided fiee to workshop participants only. The cost of bins given away or sold to non-workshop participants will not be reimbursed' RECIPIENT shall track the type, cost and number of bins provided to workshop participants separately from those provided to non-workshop participants, if any, and report quarterly. The total amount for any remaining bins at the end of the agreement must be credited back to the task. Costs eligible for reimbursement with supporting documentation include: . Recipient employee time to implement task scope . Supplies and matErials as necessary and reasonable for composting workshops and other educational programs . Costs not listed here but pre-approved in writing by Ecology Costs not eligible for reimbursement include: . Overtime compensation (all hours are calculated at the regular rate of pay) . Costs not specifically identified in the task's scope of work or pre-approved in writing by Ecology Tkrsk Goal Statement: The goal of this task is to operate the compost facility and increase diversion of organics from the landfill by providing composting options and an altemative to burning. Task Expected Outcome: with the Task Cost, 4,500 tons of yard waste and other organics will be diverted to the compost facility over the duration of the grant period through 1,500 hours of employee time- lbmplate Venion l2l lO I 2020 State ofWashington Department of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Titls IMP Kittitra$ SW .Recipient Name: KITTITAS COUNTY SOLID WASTE DEPARTMENT Page ll of24 Recipient Thsk Coordinator: Patti Stacey Organics Management Deliverables Number Description Due Date 3.1 TaskExpected Outcomes are the deliverables and achieved incrementally throughout the biennium. fNo due datel Template Version lA I 0l 2020 Page12of24 State of Washinglon Department of Ecolory Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitler IMP Kittihs SW ReciplentName: KITIITASCOUNTYSOLIDWASTEDEPARIMENT BUDGET Funding Distribution 8G220199 NOTE: The abovefunding distribution number is used to identify this specific agreement and budget on paWent remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple funding distrihutionnumbers to identify each budget. Funding Title: Fun{ing Effective Date: Funding Source: Title: IMPKittitas SW 0710v202r FundingType: Funding Expiration Date: Grant 06t3012023 Fund: Tlpe: Funding Source o/o: Description: Model Toxics Control Operating Account (MTCOA) State l00o/o Local Solid Waste Financial Assistance Approved Indirect Costs Rate: Approved State Indirect Rate: 30% Recipient MatchVo: 25% InKind InterlocalAllowed: No InKind OtherAllowed: No Is this Funding Disfiibution used to match a federal grant? No IMPKittitas SW Thsk Total MRW Collection and Management g 177,333.33 CROP Recycling Operations fi 36,906.67 Organics Management $ 112,652.00 Template Versio n l2l l0 12020 Total: $ 326,892.00 State of Washington Department of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitras SW Recipient Name: KITTITAS COLJNTY SOLID WASTE DEPARTMENT Fundine Distribution Summarv Recipient / Ecology Share Page 13 of24 Funding Distribution Name Recipient Match 7o Recipient Share Ecology Share Total IMPKittitas SW 25.00 %$8t,723.00 $ 245,169.00 $ 326,892.00 Total $81,723.00 $ 245,169.00 $ 326,892.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS If the scope of this Agreement includes recycling activity managed or perfomred by the RECIPIENT at a recycling center (such as a transfer station or drop box location) or other locations, Ecology will not reimburse disposal costs for materials collected or advertised as collected for recycling/reuse or marketed for recycling/reuse under this Agreement, unless approved in writing by Ecology. RECIPIENT must immediately notifu ECOLOGY when the RECIPIENT becomes aware that disposal of materials occurred or may occur due to the market conditions for recycled/reused materials. ECOLOGY may deny new costs or require repayment of costs already reimbursed or remove the task from the Agreement or terminate the Agreement. Ecology will conduct a risk assessment of all Local Solid Waste Financial Assistance recipients. The level of risk determines the level of oversight required by Ecology tbroughout the biennium. If the RECIPIENT's performance or project circumstances change, Ecology may reassess risk and notiff the RECIPIENT of any changes to administrative requirements. RECIPIENT shall update the Spending Plan and Outcomes Data Collection form at least quarterly. The Spending Plan and Outcomes Data Collection form must be completed concurrent with the submittal of each payment RequestlProgress Report. RECIPIENT shall report outcomes in a manner consistent with instructions in the Local Solid Waste FinancialAssistance guidelines. RECIPIENT must submit within thirty (30) days after the expiration date of this Agreement, all financial (including payment requests), performance, and other reports required by thisAgreement. Ecology shall have the right to deny reimbursement of payment requests received after this date. GENERAL FEDERAL CONDITIONS If a portion or aII of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award, the following terms and conditions apply to you. A. CERTIFICATION REGARDING SUSPENSION. DEBARMENT. INELIGIBILMY OR VOLI.JNIARY EXCLUSION: 1. The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debaned, proposed for debarment, declared ineligible or otherwise excluded from conhacting with the federal govomment, or from receiving conhacts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certiff to the stratements Template Version lA rc nO2O State of Washington Departrnent of Ecology A$eement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitle: IMP Kittitas SW RecipientName: KIfiITASCOUNTYSOLIDWASTEDEPARfMENT Page14 of24 contained in the certification, they must provide an explanation as to why they cannot. 2. TIeRECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR leams that its certification was eroneous when submitted or had become elloneous by reason of changed circumstances. 3. The terms covered hansaction, debarred, suspended, ineligible, lower tier covered transaction, participant" Person' primary covered transaction, principal, proposal, and voluntarily excluded' as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact ECOLOGY for assistance in obtaining a copy of those regulations' 4. The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered hansaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction' 5. The RECIPIENT/CONTRACTOR furrher agrees by signing this agreement, that it will include this clause titled *CERTIFICAIION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLI'NTARY EXCLUSION" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. pursuant to 2CFRIg0.330, the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 7. RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. g. RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file, that it, and all lower tier recipients or contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved forpayment. RECIPIENT/CONTRACTOR must run a search in <http://www.sam.gov> and print a copy of completed searches to document proof of compliance. B. FEDERAL FUNDING ACCOIJNTABILITY AND TRANSPARENCY ACT (.FFATA) REPORTING REO1JIREMENTS: CoNTRACTORIRECIPIENT must complete the FFATAData Collection Form (ECY 070-395) and rehrm it with the signed agreement to ECOLOGY. Any CONTRACTOR/RECIPIENT that meets each of the criteria below must report compensation for its five top executives using the FFATAData Collection Form. Receives more than $25,000 in federal funds under this award. Receives more than 80 percent of its annual gross revenues from.federal funds. Receives more than $25,000,000 in annual federal funds. Ecology will not pay any invoices until it has received a completed and signed FFATAData Collection Form. Ecology is required to report the FFATA information for federally funded agreements, including the required DUNS number, at www.fsrs.gov <http:/lwww.fsrs.gov/> within 30 days of agreement siguature. The FFAffA information will be available to the public at www.usaspending.gov <http:/lwww.usaspendine.gov/>' For more details on FFAf,A requirements, see www.fsrs.gov <http://www.fsrs'gov/>' Template Versio n l2 I l0 I 2020 State ofWashington Departrnent of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitle: IMP Kittitas SW ReqipigntN4me; KITIITAS COIJNTY SOLID WASTE DEPARTMENT Page 15 of24 SERVICES OR.EOTJIPMENT: As required by 2 CFR 200.216, federal grant or loan recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: 1. Procure or obtain; 2. Extend or renew a confiact to procure or obtain; or 3. Enter into a conhact (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment, video surveillance services or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232 <htfps://www.govinfo.gov/content/pke/PlAw-115publ232/pdflPlAW-l l5publ232.pdF, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affrliate of such entities). Recipients, subrecipients, and borrowers also may not use federal funds to purchase certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in the Svstem forAward Management (SAM) <https://sam.sov/SAM/> exclusion list. Template Versio n l2l I 0 I 2Q20 State ofWashington Department of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitle: IMPKittitas SW RecipientName: KITTITAS COUNTY SOLID WASTE DEPARTMENT Page 16 of24 GENERAL TERMS Ah[D CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology GENERAL TERMS AND CONDITIONS For DEPARIMENT OF ECOLOGY GRANTS and LOANS 06124/2021Version 1. ADMIMSTRATTVE REQTXREMENTS a) RECIpIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans -EAGL Edition." (https ://fortress.wa. gov/ecy/publications/Summ aryP agesl 170 I 004.html) b) RECIPIENT shall complete all activities funded by this Agreement and be fully responsible for the proper management of all funds and resources made available under this Agreement' c) RECIpIENT agrees to take complete responsibility for all actions taken under this Agreement, including ensuring all subgrantees and contractors comply with the tenns and conditions of this Agreement. ECOLOGY reserves the right to request proof of compliance by subgrantees and confractors' d) RECIpIENT's activities under this Agreement shall be subject to the review and approval by ECOLOGY for the extent and character of all work and sewices 2. AMENDMENTS AND MODIFICATIONS This Agreement may be altered, amended, or waived only by a written amendment executed by both parties. No subsequent modification(s) or amendment(s) of this Agreement will be of any force or effect unless in writing and signed by authorized representatives of both parties. ECOLOGY and the RECIPIENT may change their respectivd staffcontacts and administrative information without the concurrence of either party. 3. ACCESSIBILITY REQIJIREMENTS FOR COVERED TECHNOLOGY The RECIpIENT must comply with the Washington State Offrce of the Chief Information Officer, OCIO Policy no. 188, Accessibility (htps://ocio.wa.gov/policlaccessibility) as it relates to "covered technolory." This requirement applies to all products supplied under theAgreement, providing equal access to infomration technology by individuals with disabilities, including and not limited to web sites/pages, web-based applications, software systems, video and audio content, and electronic documents intended for publishing on Ecology's public web site. 4. ARCHAEOLOGICAL AND CTIUIIJRAL RESOURCES RECIpIENT shall take all reasonable.action to avoid, minimize, or mitigate adverse effects to archaeological and historic archaeological sites, historic buildings/sructires, fiaditional cultural places, sacred sites, or other cultural resources, hereby referred to as Cultural Resources. The RECIpIENT must agree to hold harmless ECOLOGY in relation to any claim related to Cultural Resources discovered' disturbed, or damaged due to the RECIPIENT's project funded under this Agreement- RECIPIENT shall: a) Contact the ECOLOGy program issuing the grant or loan to discuss any Cultural Resources requirements for their project: . Cultural Resource Consultation and Review should be initiated early in the project planning process and must be completed prior to expenditure of Agreement funds as required by applicable State and Federal requirements. * For state funded construction, demolition, or land acquisitions, comply with Governor Executive Order 2l-02' Archaeological and Cultural Resources. Template Version l2l lO I 2O2O Strate of Washington Deparhent of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW RecipientName: KITTITAS COUNTY SOLID WASTE DEPARIMENT PagelT of24 ' For projects with any federal involvement, comply with the National Historic Preservation Act of 1966 (Section I 06). b) If required by the ECOLOGYProgram, submit an Inadvertent Discovery Plan (IDP) to ECOLOGYprior to implementing any project that involves field activities. ECOLbGYwill provide the IDP form. RECIPIENT shall: . Keep the IDP at the project site. . Make the IDP readily available to anyone working at the project site. . Discuss the IDP with stafl volunteers, and contractors working at the project site. . Implement the IDP when Cultural Resowces or human remains are found at the project site. c) If any Cultural Resources are found while conducting work under this Agreement, follow the protocol outlined in the project IDP. ' Immediately stop work and notiff the ECOLOGY Program, who will notify the Deparhnent of Archaeology and Historic Preservation at (360) 586-3065, any affected Tribe, and the local government. d) If any human remains are found while conducting work under this Agreement, follow the protocol outlined in the project IDP. . Immediately stop work and notify the local Law Enforcement Agency or Medical Examiner/Coroner's Offrce, the Department ofArchaeology and Historic Preservation at (360) 790-1633, and then the ECOLOGY Program. e) Comply with RCW 27.53,F'CW 27.44, and RCW 68.50.645, and all other applicable local, state, and federal laws protecting Cultural Resources and human remains. 5. ASSIGNMENT No right or claim of the RECIPIENT arising under this Agxeement shall be transferred or assigned by the RECIPIENT. 6. COMMIINICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT's designees, ECOLOGY, all affected local, state, or federaljurisdictions, and any interested individuals or groups. 7. COMPENSATION a) Any work performed prior to effective date of this Agreement will be at the sole expense and risk of the RECIPIENT. ECOLOGY must sign the Agreement before any payment requests can be submitted. b) Payments will be made on a reimbursable basis for approved and completed work as specified in this Agreement. c) RECIPIENT is responsible to determine if costs are eligible. Any questions regarding eligibility should be clarified with ECOLOGY prior to incurring costs. Costs that are conditionally eligible require approval by ECOLOGY prior to expenditure. d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY. e) ECOLOGY will not process payment requests without the proper reimbursement forms, Progress Report and supporting documentation. ECOLOGY will provide instuctions for submitting payment requests. 0 ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment thnough Washington State's Office of Financial Management's Statewide Payee Desk. To receive payment you must register as a statewide vendor by submitting a statewide vendor registration form and an IRS W-9 form at website, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services. If you have questions about the vendor regishationprocess, you can contact Statewide Payee Help Desk at (360) 407-8180 or email PayeeRegishation@ofin.wa.gov. h) ECOLOGY may, at its sole discretion, withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agteement. i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein, or a portion thereof has been completed if, at ECOLOGY's sole discretion, such payrnent is reasonable and approved according to thisAgreement, as appropriate, or upon completion of an audit as specified herein. Template Version lA rcD020 State ofWashington Departrnent of Ecolory Agreement No: SWMLSWFA-2021-KiCoSW-{M)12 ProjectTitle: IMPKittitas SW RecipientName: KITTITAS COLJNTY SOLID WASTE DEPARIMENT Page l8 of24 t RECIPIENT must submit within thirty (30) days after the expiration date of this Agreement, all financial, perforrnance, and other reports required by thisAgreement. Failure to comply may result in delayed reimbursement. 8. COMPLIANCE WITHALL LAWS RECIPIENT agrees to comply fully with all applicable federal, state and local laws, orders, regulations, and permits related to this Agreement, including but not limited to: a) RECIpIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety. b) RESIpIENT agrees to be bound by all applicable federal and state laws, regulations, and policies against discrimination' c) RECIpIENT certifies full compliance with all applicable state industrial insurance requirements. d) RECIPIENT agrees to secure and provide assurance to ECOLoGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the perrrit and approval processes. ECOLOGy shall have the right to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement violates any statute or rule of law of the state of washington, it is considered modified to conform to that statute or rule of law. 9. CONFLICT OF INTEREST RECIPIENT and ECOLOGy agree that any officer, member, agent, or employee, who exercises any function or responsibility in the review, approval, or carrying out of thisAgreement, shall not have any personal or financial interest, direct or indirect, nor affect the interest of any corporation, partnership, or association in which he/she is a part, in thisAgreement or the proceeds thereof. 10. CONTRACTING FOR GOODS Ar'ID SERVICES RESIpIENT may contract to buy goods or services related to its performance under this Agreement. RECIPIENT shall award all contracts for construction, purchase ofgoods, equipment, services, and professional architectural and engineering services through a competitive process, if required by State law. RECIPIENT is required to follow procurement procedures that ensure legal, fair, and open comPetition. RECIpIENT must have a standard procurement process or follow current state procurement procedures. RECIPIENT may be required to provide written certification that they have followed their standard procurement procedures and applicable state law in awarding contracts under this Agreement. ECOLOGy reserves the right to inspect and request copies of all procurement documentation, and review procurement practices related to this Agreement. Any costs incuned as a result of procurement practices not in compliance with state procurement law or the RECIPIENTs normal procedures may be disallowed at ECOLOGY's sole discretion' 11. DISPUTES when there is a dispute with regard to the extent and character of the work, or any other matter related to thisAgreement the deterrnination of ECoLOGy will govern, although the RECIPIENT shall have the right to appeal decisions as provided for below: a) RECIPIENT notifies the funding program of an appeal request' b) Appeat request must be in wdting and state the disputed issue(s)' c) RECIpIENT has the opportunity to be heard and offer evidence in support of its appeal- d) ECOLOGY reviews the RECIPIENT's appeal. e) ECoLoGy sends a written answer within ten (10) business days, unless more time is needed, after concluding the review Tlrrrplale Vcrsio n 12 I I 0 I 2020 State ofWashinglon Department of Ecology AgreementNo: SWMLSWFA-2021-KiCoSW4$12 Project Title: IMP Kittitas SW RecipientName: KITTITASCOUNTYSOLIDWASTEDEPARTMENT Page 19 of24 The decision of ECOLOGY from an appeal will be final and conclusive, unless within thirty (30) days from the date of such decision, the RECIPIENT fumishes to the Director of ECOLOGY a written appeal. The decision of the Directoror duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County. Review of the Director's decision will not be taken to Environmental and Land Use Hearings Office. Pending final decision of a dispute, the RECIPIENT agrees to proceed diligently with the performance of thisAgreement and in accordance with the decision rendered. Nothing in this Agreement will be construed to limit the parties' choice of another mutually acceptable method, in addition to the dispute resolution procedure outlined above. 12, ENVIRONMENTAL DATA STANDARDS a) RECIPIENT shall prepare a QualityAssurance Project Plan (QAPP) for a project that collects or uses environmental measurement data. RECIPIENTS unsure about whether a QAPP is required for their project shall contact the ECOLOGY Program issuing the grant or loan. If a QAPP is required, the RECIPIENT shall: . use ECOLOGY's QAPP Template/Checklist provided by the ECOLOGY, unless ECOLOGY Quality Assurance (QA) offrcer or the Program QA coordinator instructs otherwise. . Follow ECOLOGY's Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies, luly 2004 @cology Publication No. 04-03-030). . Submit the QAPP to ECOLOGY for review and approval before the start of the work. b) RECIPIENT shall submit environmental data that was collected on a project to ECOLOGY using the Environmental Infomration Management system (EIM), unless the ECOLOGY Program instructs otherwise. The RECIPIENT rnust confirm with ECOLOGY that complete and correct data was successfully loaded into EIM, find insfructions at: http://www.ecy.wa. gov/eim. c) RECIPIENT shall follow ECOLOGY's data standards when Geographic Information System (GIS) data is collected and processed. Guidelines for Creating andAccessing GIS Data are available at: htps://ecology.wa.gov/Research-DatalData-resources/Geographic-Information-Systems-GlS/Standards. RECIPIENT, when requested by ECOLOGY, shall provide copies to ECOLOGY of all final GIS data layers, imagery, related tables, raw data collection files, map products, and all metadata and project documentation. 13. GOVERNING LAW This Agreement will be governed by the laws of the State of Washington, and the venue of any action brought hereunder will be in the Superior Court ofThurston County. 14. INDEMMFICATION ECOLOGY will in no way be held responsible for palmrent of salaries, consultant's fees, and other costs related to the project described herein, except as provided in the Scope ofWork. To the extent that the Constitution and laws of the State ofWashington permit, each party will indemniff and hold the other harmless from and against any liability for any or all injuries to persons or properly arising from the negligent act or omission of that party or that party's agents or employees arising out of this Agreement. 15. INDEPENDENT STATUS The employees, volunteers, or agents of each party who are engaged in the perforrrance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party. Template Versio n 12 I I 0 12020 State ofWashington Department of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitlc lMPKittitas SW Recipient Name: KIfiITAS COUNTY SOLID WASTE DEPARIMENT Page20 of24 16. KICKBACKS RECIpIENT is prohibited from inducing by any means any person employed or otherwise involved in this Agreement to give up any part of the compensation to which he/she is otherwise entitled to or receive any fee, commission, or gift in return for award of a subcontract hereunder. t7. MINORITYAND WOMEN',S BUSINESS ENTERPRISES MWBE) RECIPIENT is encouraged to solicit and recruit, to the extent possible, certified minority-owned (MBE) and women-owned (WBE) businesses in purchases and contracts initiated under this Agreement. Contract awards or rejections cannot be made based on MWBE participation; however, the RECIPIENT is encouraged to take the following actions, when possible, in any procurement under this Agreement: a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. c) Establish detivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women's Business Enterprises (ON[WBE) (866-208-1064) and the Oftice of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate' 18. ORDEROFPRECEDENCE In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable federal and state statutes and regulations; (b) The Agreement; (c) Scope of Work; (d) Special Terms and Conditions; (e) Any provisions or terms incorporated herein by reference, including the ,'Adminishative Requirements forRecipients of Ecology Grants and Loans"; (f) Ecology Funding Program Guidelines; and (g) General Terms and Conditions. 19. PRESENTANON A}ID PROMOTIONAL MATERIALS ECOLOGy reserves the right to approve RECIPIENT's communication documents and materials related to the fulfillment of this Agreement: a) If requested, RECIpIENT shall provide a draft copy to ECOLOGY for review and approval ten (10) business days prior to production and distribution. b) RECIPIENT shall include time for ECOLOGY's review and approval process"in their project timeline. c) If requested, RECIPIENT shall provide ECOLOGY two (2) final copies and an electronic copy of any tangible products developed. Copies include any printed materials, and all tan,gible products developed such as brochures, manuals, pamphlets, videos, audio tapes, CDs, curriculum, posters, media announcements, or gadgets with a message, such as a refrigerator magnet, and any online communications, such as web pages, blogs, and twitter campaigns. If it is not practical to provide a copy, then the RECIpIENT shall provide a description (photographs, drawings, printouts, etc.) that best represents the item. Any communications intended for public distribution that uses ECOLOGY's logo shall comply with ECOLOGY's graphic requirements and any additional requirements specified in this Agreement. Before the use of ECOLoGY's logo contact ECOLOGY for guidelines. RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY. ZO. PROGRESS REPORTING Tcr nplatc Vcrsio n lA $ D020 Strate of Washington Department of Ecology Agreembnt No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW Recipient Name: IOTTITAS COIJNTY SOLID WASTE DEPARTMENT Page2l of24 a) RECIPIENT must satisfactorily demonskate the timely use of funds by submitting payment requests and pro$ess reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document timely use of funds. b) RECIPIENT must submit a progress report with each payment request. Payment requests will not be processed without a progress report. ECOLOGYwiII define the elements and frequency ofprogress reports. c) RECIPIENT shall use ECOLOGY's provided progress report format. d) Quarterlyprogress reports will cover the periods from January I through March 31, April I through June 30, July I tluough September 30, and October I through December 31. Reports shall be submitted within thirty (30) days after the end of the quarter being reported. e) RECIPIENT must submit within thirty (30) days of the expiration date of the project, unless an extension has been approved by ECOLOGY, all financial, performance, and other reports required by the Agreement and funding program guidelines. RECIPIENT shall use the ECOLOGYprovided closeout report format. 21. PROPERTYRIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copynghtable materials or invents any patentable property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) orproperly, and to authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY information; present papers, lectures, or seminars involving information supplied by ECOLOGY; or use logos, reports, maps, or other data in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to ECOLOGY. c) Presentation and Promotional Materials. ECOLOGY shall have the right to use or reproduce any printed or graphic materials produced in fulfillment of this Agteement, in any manner ECOLOGY deems appropriate. ECOLOGY shall acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials. d) Tangible Properfy Rights. ECOLOGY's current edition of "Administrative Requirements for Recipients of Ecology Grants and Loans," shall contol the use and disposition of all real and personal property purchased wholly or in part with funds furnished by ECOLOGY in the absence of state and federal statutes, regulations, or policies to the contrary, or upon specific instructions with respect thereto in this Agreement. e) Personal Properly Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance of the project, it shall be retumed to ECOLOGY prior to final payment by ECOLOGY. If said property is lost, stolen, or damaged while in the RECIPIENT's possession, then ECOLOGY shall be reimbursed in cash or by setoffby the RECIPIENT for the fair market value of such properly. f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: l. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in this Agreement. 2. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by ttiis Agreement. Such evidence may include title inswance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses intended by this Agreement. g) Conversions. Regardless of the Agreement expiration date, the RECIPIENT shall not at any time convert any equipment, properly, or facility acquired or developed under this Agreement to uses other than those for which assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or consfiuction costs of such property. Template Version lU I 0 I 2020 State of Washington Dcpartment of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW Recipient Name: KITTITAS COUNTY SOLID WASTE DEPARIMENT PaEe22of24 22. RECORDS, AUDITS, AND INSPECTIONS RECIpIENT shall maintain complete program and financial records relating to this Agreement, including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit trail for all expenditures. b) Be kept in a common file to facilitate audits and inspections. c) Clearly indicate total receipts and expenditures related to this Agreement' d) Be open for audit or inspection by EcoLoGy, or by any duly authorized audit representative of the State of Washington, for a period of at least three (3) years after the final grant payment or loan repayment, or any dispute resolution hereunder' RECIpIENT shall provide clarification and make necessary adjustments if any audits or inspections identiff discrepancies in the records. ECOLOGy reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced' Repetitive instances of inconect invoicing or inadequate records may be considered cause for termination. All work perfonned under this Agreement and any property and equipment purchased shall be made available to ECOLOGY and to any authorized state, federal or local representative for inspection at any time during the course of this Agreement and for at least three (3) years following grant or loan termination or dispute resolution hereunder. RECIPIENT shall provide right of access to ECOLOGY, or any other authorized representative, at all reasonable times, in order to monitor and evaluate performance, compliance, and any other conditions under this Agreement. 23. RECOVERY OF FT.'NDS The right of the RECIpIENT to retain monies received as reimbursement payments is contingent upon satisfactory performance of this Agreement and completion of the work described in the Scope of Work. All palments to the RECIPIENT are subject to approval and audit by ECoLOGY, and any unauthorized expenditure(s) or unallowable cost charged to this Agreement shall be refunded to ECOLOGY by the RICIPIENT. RECIPIENT shall refrrnd to ECOLoGy the full amount of any erroneous payment or overpayment under this Agreement' RECIPIENT shall refund by check payable to ECoLOGY the amount of any such reduction of payments or repayments within thirty (30) days of a written notice. Interest will accrue at the rate of twelve percent (l}W per year from the time ECoLoGY demands repayment of funds. Any property acquired under this Agreement, at the option of ECOLOGY, may become ECOLOGY's property and the RECIPIENT's liability to repay monies will be reduced by an amount reflecting the fair value of such property. 24. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not alfect the other provisions of this Agreement which can be given effect without the invalid provision, and to this end the provisions of this Agreement are declared to be severable. 25. STATEENVIRONMENTALPOLICYACT(SEPA) RECIPIENT must demonstrate to ECOLOGY's satisfaction that compliance with the requirements of the State Environmental policy Acr (Chapter 43.zlcRCW and Chapter 197-l I wAC) have been or will be met. Any reimbursements are subject to this provision. 26. SUSPENSION when in the best interest of ECoLoGy, ECOLOGY may at any time, and without cause, suspend this Agreement or any portion thereof for a temporary period by written notice from ECOLOGY to the RECIPIENT. RECIPIENT shall resume performance on the next business day followrng the suspension period unless another day is specilied by ECoLoGY' Template Version lA rc D02A State of Washington Department of Ecolory Agreement No: SWMLSWFA-2021-KiCoSW-00012 Project Title: IMP Kittitas SW Recipient Name: KITTITAS COIJNTY SOLID WASTE DEPARTMENT Page23 of24 27. SUSTAINABLEPRACTICES In order to sustain Washington's natural resources and ecosystems, the RECIPIENT is fully encouraged to implement sustainable practices and to purchase environmentally preferable products under this Agreement. a) Sustainable practices may include such activities as: use of clean energy, use of double-sided printing, hosting low impact ;T'ililHiii,:;i,,:i":'Ji:Tifi: ::1il:il:rT"ffil:ed products and services, EpEAr resistered computers and imaging equipment, independently certified green cleaning products, remanufactured toner cartridges, produch with reduced packaging, office products that are refillable, rechargeable, and recyclable, 100% post-consumer recycled paper, and toxic free products. For more suggestions visit ECOLOGY's web page, Green Purchasing, https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Sustainable-purchasing. 28. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven (7) calendar days prior written notification to the RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform anAgreement requirement or for a material breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Failure to Commence Work. ECOLOCY reserves the right to terminate this Agreement if RECIPIENT fails to commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work. Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement, ECOLOGY may refuse to pay any further funds, terminate in whole or in part this Agreement, and exercise any other rights uqder this Agreement. Despite the abovb, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustainedby ECOLOGY and the State ofWashington because of any breach of this Agreement by the RECIPIENT. ECOLOGY maywithhold piyments for the purpose of setoffuntil such time as the exact amount of damages due ECOLOGY from the RECIPIENT is detennined. b) For Convenience ECOLOGY may terrninate for convenience this Agreement, in whole or in part, for any reason when it is the best interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted below. If ttris Agreement is so terminated, the parties shall be liable only for perforrnance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Non-Allocation of Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event firnding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate theAgreement, in whole or part, or renegotiate the Agreement, subject to new funding limitations or conditions. ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY detennines the funding insufiiciency is resolved. ECOLOGY may exercise any of these options with no notification or restrictions, although ECOLOGY will make a reasonable attempt to provide notice. In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the RECIPIENT through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the RECIPIENT. In no Template Version l2 I I 0 I 2020 State of Washington Departrnent of Ecology Agreement No: SWMLSWFA-2021-KiCoSW-00012 ProjectTitle IMP Kittitas SW RecipientName: KIfiITASCOLJNTYSOLTDWASTEDEPARTMENT ?age24 of24 event shall ECOLOGY's reimbursement exbeed ECOLOGY's total responsibility under the Agreement and any amendments ' If payments have been discontinued by ECOLOGY due to unavailable funds, the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination. RECIpIENT's obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By MutualAgreement ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement' d) In Event ofTermination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLoGY, will become properly of ECoLoGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Nothing contained herein shall preclude ECoLOGY from demanding repayment of all funds paid to the RECIPIENT in accordance with Recovery of Funds, identified herein. 29. THIRDPARTYBENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement, the state of Washington is named as an express third parly beneficiary of such subcontracts with full rights as such. 30. \MATVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach, and will not be conshred as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. End of General Terms and Conditions Tomplate Version l2 I l0 I 2020