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088-19 - Department of Ecology - ContractDEPARTMENT OF ECOLOGY State of Washington Agreement No. SEASMP -1921-PoOrPW-0007 4 SHORELANDS SHORELINE MASTER PROGRAM AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF PORT ORCHARD This is a binding Agreement entered into by and between the state of Washington, Department of Ecology, hereinafter referred to as "ECOLOGY," and City of Porl Orchard, hereinafter referred to as the "RECIPIENT," to carry out with the provided funds activities described herein. GENERALINFORMATION Project Title Shoreline Master Program - Periodic Review Total Cost: Total Eligible Cost: Ecology Share: Recipient Share: The Effective Date of this Agreement is: The Expiration Date of this Agreement is no later than: Project Type: $ 16,800.00 $ 16,800.00 $ 16,800.00 $0.00 07/0U2019 06/3012021 Periodic Review of the Shoreline Master Program Project Short Description: The RECIPIENT will conduct a periodic review of the Shoreline Master Program (SMP) that is developed in a manner consistent with requirements of the Shoreline Management Act (SMA), RCW 90.58, and its implementing rules, WAC 173-26, including the Shoreline Master Program Guidelines (SMP Guidelines). Project Long Description: The purpose of the Shoreline Master Program periodic review is to (a) assure that the master program complies with applicable law and SMP Guidelines in effect at the time of the review, and (b) assure consistency of the master program with the local government's comprehensive plan and development regulations adopted under chapter RCW 36.70A, if applicable. Local governments should also consider amendments needed to address changed circumstances, new information, or improved data. State of Washington Deparhnent of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Program - Perrodic Review Recipient Name: City of Port Orchard Please note: Beyond the scope of this agreement, the RECIPIENT will continue the SMP formal adoption process as stated in the SMA and WAC 173-26. Work related to these activities and formal adoption by the local governing body is eligible for reimbursement under this grant, provided it is completed by June 30,2021. The adoption process includes the activities shown below. l. Complete SEPA review and documentation Conduct SEPA review pursuant to the State Environmental Policy Act (RCW 43.21C) 2. Provide GMA 60-day notice of intent to adopt For local governments planning under the Growth Management Act, notifli ECOLOGY and the Department of Cotnmerce of intent to adopt the SMP arnendment at least 60 days in advance of final local approval, pursuant to RCW 36.70A.106. 3. Hold public hearing Hold at least one public hearing prior to local adoption of the draft SMP or Findings ofAdequacy, consistent with the requirements of WAC 173-26-100 or WAC 173-26-104. 4. Prepare a responsiveness summary Prepare a summary responding to all comments received during the public hearing and the public comment period. The names and mailing addresses of all interested parties providing comment shall be compiled. 5. Adopt SMP and subrnit to ECOLOGY Cornplete the adoption process for the SMP update under either WAC 173-26-100 or WAC 173-26-104 and subrnit the locally-adopted Draft SMP amendment or Findings ofAdequacy and Periodic Review Checklist to ECOLOGY under WAC 173-26-110. The RECIPIENT will use grant funds to pay for the following tasks: Task 3 Public Participation. Task 4 Review Shoreline Master Program and Draft Revisions, If needed. The RECIPIENT will pay for the following task with their own funds: Task I Project Oversight: Coordination, Management and Administration. Task 2 Secure Consultant Services, If Needed. Task 5 Final Draft SMP or Findings ofAdequacy. Overall Goal: Periodic Review Checklist and final draft SMP amendment or Findings ofAdequacy PageZ of24 Template Version | 0/30 1201 5 State of Washington Department of Ecology Agreement No: SEASMP-1921-PoOrPW-00074 Proiect Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard RECIPIENT INFORMATION Organization Name: City of Port Orchard Federal Tax ID: DUNS Number: Mailing Address: Physical Address Contacts 91-6001487 081932790 216 Prospect Street Port Orchard, WA 98366 216 Prospect Street Port Orchard, Washington 98366 Page 3 of24 Template Version 10/301201 5 State of Washington Department of Ecology Agreement No: Project Title: Recipierrt Name: SEASMP- I 92 1 -PoOrPW-00074 Shoreline Master Program - Periodic Review City of Port Orchard Page 4 of24 Project Manager Keri Sallee Long Range Planner 216 Prospect Street Port Orchard, Washington 98366 Emai I : ksallee(@cityofportorchard. us Phone: (360) 874-5533 Billing Contact Heidi Draper Accounting Assistant III 216 Prospect Street Port Orchard, Washington 98366 Email : hdraper(@cityofportorchard.us Phone: (360)874-5523 Authorized Signatory Robert B Putaansuu Mayor 216 Plospect Street Port Orchard, Washington 98366 Ernai I : rputaansuu(@cityofportorchard.us Phone: (360)876-4991 Template Version I 0/30 120 I 5 State of Washingon Department of Ecology Agreement No: SEASMP-1921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard ECOLOGY INFORMATION Mailing Address:Department of Ecology Shorelands PO BOX 47600 Olympia, WA 98504-7600 Physical Address Shorelands 300 Desmond Drive SE Lacey, WA 98503 Contacts Page 5 of24 Project Manager Misty Blair 3190 - 160thAve SE Bellevue, Washington 98008-5452 Email : mbla46l @ecy.wa.gov Phone: (425) 649-4309 Financial Manager Layne Slone Financial Manager PO Box 47600 Olympia, Washington 98504-7 600 Email: 1nak46l @ecy.wa.gov Phone: (360) 407-7540 Template Version I 0 130 /20 I 5 State of Washington Deparhnent of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Proiect Title: Shoreline Master Program - Periodic Review Recipient Narne: City of Port Orchard Page 6 of24 AUTHORIZING SIGNATURES 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 staff contacts without the concurrence of either party. This Agreement 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 Citv of Port Orchard By:By: Gordon White Shorelands Program Manager Template Approved to Form by Attomey General's Office Date Robert B Putaansuu Mayor Date Template Version I 0/30 l20l 5 State of Washington Deparhnent of Ecology Agreement No: SEASMP-1921-PoOrPW-00074 Project Trtle: Shoreline Master Program - Periodic Review Recipient Nanre: City of Port Orchard Page7 of24 SCOPE OFWORK Task Number: I Thsk Cost: $0.00 Task Title:1. Project Oversight: Coordination, Management, and Administration Task Description: The RECIPIENT will provide necessary project oversight to complete the scope of work in compliance with this ECOLOGY agreement, which includes project coordination, project management, and project administration. A. The RECIPIENT will coordinate with ECOLOGY throughout the SMP review process. The RECIPIENT will provide ECOLOGY opportunities to review draft deliverables at appropriate intervals. ECOLOGY will provide ongoing technical assistance, and will evaluate consistency of deliverables with the Shoreline Management Act and applicable guidelines throughout the review process. B. The RECIPIENT will coordinate with other applicable federal, state and local agencies, neighboring jurisdictions, and Indian tribes as provided in the Guidelines and SMA procedural rules. In addition, the RECIPIENT will consult with other appropriate entities which rnay have useful information if necessary. C. The RECIPIENT will conduct project management activities including compliance with state statutes and rules, project scheduling, adherence to the scope of work, timelines, and due dates; request for, and if applicable, conducting the competitive procurement process including preparation of contractor bidding documents, advertisements, and grant monitoring. D. The RECIPIENT will submit quarterly progress reports and payment requests (PRPRs) with supporting documentation; maintain project records; and submit ECOLOGY-approved deliverables by the due dates established between ECOLOGY and the RECIPIENT. Task Goal Staternent: Properly manage and fully document the project in accordance with ECOLOGY's grant administration requirements. Task Expected Outcome: Timely and complete submittal of requests for reimbursement, quarterly progress reports and recipient closeout report. Properly maintained project documentation. Recipient Task Coordinator: Keri Sallee 1. Project Oversight: Coordination, iVlanagement, and Administration Deliverables Number Description Due Date 1.1 Progress reports are due quafterly 1.2 Recipient Close Out Report 06/30/2021 Template Version I 0/30/20 I 5 State of Washington Department of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Program - Perodic Review Recipient Name: City of Port Orchard SCOPE OFWORK Task Number: 2 Thsk Cost: $0.00 Task Title:2. Secure Consultant Services, If Needed Task Description; If applicable, the RECIPIENT will: A. Secure qualified consultant services In accordance with the RECIPIENT or State of Washington procurement procedures, the RECIPIENT will enter into a contract with the selected consultant(s) and prepare a sub agreement in accordance with the scope of work in this agreement. Task Goal Statement: To ensure the RECIPIENT has qualified personnel to conduct the scope ofthis project Task Expected Outcome: lf applicable, signed contract and sub-agreement with consultant(s). Recipient Task Coordinator: Keri Sallee 2. Secure Consultant Services, If Needed Deliverables Page 8 of24 Number Description Due Date 2.1 Final signed consulting contract. Upload to EAGL per the date in the Deliverable Due Dates form. 2.2 Update in quarterly progress report. Template Version I 0/30 l20l 5 State of Washingon Department of Ecology Agreement No: SEASMP- 1921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page9 of24 SCOPE OF WORK Task Number: 3 Task Cost: S1,800.00 Task Title 3. Public Participation Task Description: The RECIPIENT will: A. Develop a Public Participation Plan Prepare and disseminate a public participation plan to invite and encourage public involvement in the SMP periodic review consistent with WAC 173-26-090. The public parlicipation plan should include applicable local requirements such as planning commission review and formal hearings, as well as applicable state notice requirements. B. Conduct public participation activities hnplement the public participation plan throughout the course of the SMP periodic review process Task Goal Statement: To inform and involve all stakeholders in the SMP periodic review process Task Expected Outcome: Continuous public participation activities throughout the SMP periodic review process. Recipient Task Coordinator: Keri Sallee 3. Public Participation Deliverables Number Description Due Date 3.1 Public Parlicipation Plan. Upload to EAGL per the date in the Deliverable Due Dates form. 3.2 Updates of public involvement activities in progress repofts. Ternplate Version 1 0/30/20 I 5 State of Washingon Departlnent of Ecology Agreement No: SEASMP-I921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page l0 of24 SCOPE OF WORK Task Number: 4 Thsk Cost: $15,000.00 Task Title:4. Review Shoreline Master Program and Draft Revisions, If Needed Task Description: The RECIPIENT will: A. Review the SMP to determine if revisions are needed l. Review amendments to chapter 90.58 RCW and Ecology rules that have occurred since the Shoreline Master Program was last amended, and determine if local amendments are needed to maintain compliance. Ecology will provide a checklist of legislative and rule amendments to assist local governments with this review. 2. Review changes to the comprehensive plan and development regulations to determine if the Shoreline Master Program policies and regulations remain consistent with thern. Document the consistency analysis to support proposed changes to the Shoreline Master Program or Findings ofAdequacy. 3. Conduct additional analysis deemed necessary to address changing local circumstances, new information or improved data. B. Draft revised SMP goals, policies and regulations, or prepare Findings of Adequacy l. Prepare amended goals and policies or regulations identified through the review process. Use the checklist to identifu where in the SMP changes are made to address applicable statutory or regulatory changes. 2. Where the review conducted under Task 44, concludes no changes are necessary, prepare draft Findings ofAdequacy Task Goal Statement: To review the SMP to determine if changes are necessary, and revise the SMP if changes are deemed necessary Task Expected Outcome: A completed Periodic Review Checklist documenting the initial staffreview of the SMP, and either initial draft SMP amendments or draft Findings ofAdequacy. Ternplate Version I 0/30/20 I 5 State of Washington Deparhnent of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Proiect Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Recipient Task Coordinator: Keri Sallee 4. Review Shoreline Master Program and Draft Revisionso If Needed Deliverables Page ll of24 Number Description Due Date 4.1 A Periodic Review Checklist documenting consideration of statutory amendments, and internal consistency review. Upload to EAGL per the date in the Deliverable Due Dates form. 4.2 Initial draft SMP amendments or Findings ofAdequacy and supporting documentation. Upload to EAGL per the date in the Deliverable Due Dates form. Template Version 10130/201 5 State of Washington Department of Ecology Agreernerrt No: SEASMP- 192 l-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Narne: City of Port Orchard Page 12 of24 SCOPE OF WORK Task Number: 5 Thsk Cost: $0.00 Task Title:5. Final Draft SMP or Findings ofAdequacy Task Description: The RECIPIENT will A. Conduct public review process Conduct a local public review process for the proposed Shoreline Master Program as provided in the SMA and WAC 173-26. Where atnendments to the SMP are proposed they shall contain applicable shoreline goals, policies, or regulations with copies of any provisions adopted by reference. Where no changes are needed, the local process will include a formal Findings ofAdequacy. B. Assemble final draft amendment or Findings ofAdequacy Assemble a complete SMP final draft amendment in preparation for review and approval by the local jurisdictional governing body. Where the review determines that no changes are needed, the Recipient will prepare a formal Findings ofAdequacy. Task Goal Staternent: Complete a Shoreline Master Program final draft amendment or Findings ofAdequacy Task Expected Outcome: A Shoreline Master Program final draft amendment or Findings of Adequacy Recipient Task Coordinator: Keri Sallee 5. Final Draft SMP or Findings of Adequacy Deliverables Number Description Due Date 5.1 Updates of public review process activities in progress report. 5.2 Submit an SMP final draft amendment or Findings ofAdequacy, with relevant supporting documentation and a complete Periodic Review checklist. Upload to EAGL per the date in the Deliverable Due Dates form. Template Version I 0/30/20 I 5 State of Washington Department of Ecology Agreement No: SEASMP-1921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard BUDGET Funding Distribution 8G200547 NOTE: The abovefunding distribution number is used to identifu this specific agreement and budget on payment remittances and may be referenced on other communications from ECOLOGY. Your agreement mcty have multiple funding distribution numbers to identify each budget. Page 13 of 24 Funding Title: Model Toxics Control Operating Account (MTFunding Type: Funding Effective Date: 0710112019 Funding Expiration Date: Funding Source: Title Model Toxics Control Operating Account (MTCOA) Grant 0613012021 Type: Funding Source o/o: Description: State 100% Model Toxics Control Operating Account (MTCOA) Approved Indirect Costs Rate: Approved State Indirect Rate: 0% Recipient Match%o: 0% InKind InterlocalAllowed: No InKind OtherAllowed: No Is this Funding Distribution used to match a federal grant? No Model Toxics Control Operating Account (MTCOA)Thsk Total l. Project Oversight: Coordination, Management, and Administration $0.00 2. Secure Consultant Services, If Needed $0.00 3. Public Participation $ 1,800.00 4. Review Shoreline Master Program and Draft Revisions, If Needed $ 15,000.00 5. Final Draft SMP or Findings ofAdequacy b 0.00 Template Version 1 0/30 1201 5 Total: $ 160800.00 State of Washington Department of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Narne: City of Port Orchard Page 14 of24 Fundins Distribution Summary Recipient / Ecology Share AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS Deliverable Due Date Form: The RECIPIENT will negotiate the task deliverable due dates with the ECOLOGY Project Manager, and the ECOLOGY Project Manager will enter the information in the Deliverable Due Date EAGL forrn. The RECIPIENT will keep track of these due dates, and will note any date changes on the quarterly progress repofis. The Deliverable Due Date form can be found on the Application Menu - Forms page in EAGL. Q\ote: This fonn does not automatically print out with the agreement.) Document Accessibility Requirements (as described in the General Terms and Conditions of this Agreement: ACCESSIBILITY REQUIREMENTS FOR COVERED TECHNOLOGY): For documents produced under this agreement intended to be published, posted, or hosted on ECOLOGY's external web site, the RECIPIENT shall provide the documents in both their oonative format" (such as Word, Excel, PowerPoint) and in PDF format (latest version of Adobe Acrobat Pro or compatible). The PDF documents must satisfactorily pass the Adobe Acrobat Pro Accessibility Checker (Full Check). The RECIPIENT will provide ECOLOGY the Accessibility Checker's report. ECOLOGY will review the PDF Accessibility results and may request the RECIPIENT rernedy any known issues. ECOLOGY reserves the right to perform independent testing to validate accessibility and may require the RECIPIENT remedy any identified issues before acceptance of the document. For assistance concerning Accessibility, visit state of Washington, Office of the Chief Information Officer, OCIO Policy no. 188, Accessibility (https ://ocio.wa. gov/policy/accessibi I ity). GENERAL FEDERAL CONDITIONS If a portion or all 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 INEI,IGIBII,ITY OR VOI-I]NTARY Funding Distribution Name Recipient Match Vo Recipient Share Ecology Share Total Model Toxics Control Operating Account (MTCOA) 0.00 %$0.00 $ 16,800.00 $ 16,800.00 Total $0.00 $ 16,800.00 $ 16,800.00 EXCLUSION: 1. The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred, proposed for Template Version I 0/30 l20l 5 State of Washingon Department of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page 15 of24 debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certifu to the statements contained in the certification, they must provide an explanation as to why they cannot. 2. The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3. The terms covered transaction, 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 irnplementing 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 transaction with a person who is proposed for debarment under the applicable Code ofFederal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 5. The RECIPIENT/CONTRACTOR further agrees by signing this agreement, that it will include this clause titled ..CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION" without rnodification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. Pursuant to 2CFR180.330, the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirernents. 7. RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations rnay result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debannent. 8. 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 rnake this proof available to ECOLOGY before requests for reimbursements will be approved for payment. 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 ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) REPORTING REOUIREMENTS: CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return it with the signed agreement to ECOLOGY. Any CONTRACTOWRECIPIENT that rneets each of the criteria below rnust report compensation for its five top executives using the FFATA Data Collection Fonx. Receives more than $25,000 in federal funds under this award. Receives more than 80 percent ofits 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 FFATA Data Collection Form. Ecology is required to repoft the FFATA infonnation for federally funded agreernents, including the required DUNS number, at www.fsrs.gov <http://www.fsrs.gov/> within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspendinq. gov <htto://www.usasoending,sov/>. For more details on FFATA requirements, see www.fsrs.gov <http://www.fsrs.gov/>. Template Version I 0/30/20 I 5 a State of Washingtorr Deparhnent of Ecology Agreement No: SEASMP-1921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Nane: City of Port Orchard Page 16 of 24 GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology GENERAL TERMS AND CONDITIONS AS OF LAST UPDATED 7-I-2019 VERSION 1. ADMINISTRATIVE REQUIREMENTS a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans - EAGL Edition." (https://fortress.wa.gov/ecylpublications/SummaryPages/1701004.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 Agreernent. c) RECIPIENT agrees to take complete responsibility for all actions taken under this Agreement, including ensuring all subgrantees and contractors comply with the terrns and conditions of this Agreement. ECOLOGY reserves the right to request proof of compliance by subgrantees and contractors. d) RECIPIENT's activities under this Agreement shall be subject to the review and approval by ECOLOGY for the extent and character ofall work and services. 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 respective staff contacts and administrative information without the concurrence of either party. 3. ACCESSIBILITY REQUIREMENTS FOR COVERED TECHNOLOGY The RECIPIENT must comply with the Washington State Office of the Chief Information Officer, OCIO Policy no. 188, Accessibility (https://ocio.wa.gov/policy/accessibility) as it relates to "covered technology." This requirement applies to all products supplied under the agreement, providing equal access to information 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. ARCHAEOLOGICALAND CULTURAL RESOURCES RECIPIENT shall take reasonable action to avoid, minimize, or mitigate adverse effects to archeological and historic resources The RECIPIENT must agree to hold harmless the State of Washington in relation to any claim related to historical or cultural arlifacts 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: . For capital construction projects or land acquisitions for capital construction projects, if required, comply with Governor Executive Order 05-05, Archaeology and Cultural Resources. . For projects with any federal involvernent, if required, comply with the National Historic Preservation Act. . Any cultural resources federal or state requirements must be completed prior to the start of any work on the project site. b) If required by the ECOLOGY Program, submit an Inadvedent Discovery Plan (IDP) to ECOLOGY prior to implementing any project that involves ground disturbing activities. ECOLOGY will provide the IDP form. RECIPIENT shall: . Keep the IDP at the project site. Template Version | 0/30 l20l 5 State of Washington Department of Ecology Agreernent No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Prograrn - Periodic Review Recipient Name: City of Port Orchard Page 17 of24 . Make the IDP readily available to anyone working at the project site. . Discuss the IDP with staff and contractors working at the project site. . Implement the IDP when cultural resources or human remains are found at the project site. c) If any archeological or historic resources are found while conducting work under this Agreement : . Immediately stop work and notifl, the ECOLOGY Program, the Department ofArchaeology and Historic Preservation at (360) 586-3064, any affected Tribe, and the local government. d) If any human remains are found while conducting work under this Agreement: . Immediately stop work and notifo the local Law Enforcement Agency or Medical Examiner/Coroner's Office, and then the ECOLOGY Program. e) Comply with RCW 27.53, RCW 27.44.055, 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 Agreement shall be transferred or assigned by the RECIPIENT 6. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT's designees, ECOLOGY, all affected local, state, or federal jurisdictions, 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 IhaL 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 instructions for submitting payment requests. f) ECOLOGY will pay the RECIPIENT thifty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive paynent through Washington State's Office of Financial Management's Statewide Payee Desk. To receive payment you must register as a statewide vendor by subrnitting 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 registration process, you can contact Statewide Payee Help Desk at (360) 407-8180 or ernail PayeeRegistration(@ofm.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 Agreement. 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 payment is reasonable and approved according to this Agreement, as appropriate, or upon completion ofan audit as specified herein. j) RECIPIENT must submit within thirty (30) days after the expiration date of this Agreement, all financial, performance, and other repofts required by this agreement. Failure to comply may result in delayed reimbursement. 8. COMPLIANCE WITHALLLAWS RECIPIENT agrees to cornply 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 Template Version I 0/30 120 I 5 State of Washington Departmellt of Ecology Agreement No: SEASMP- l 92 l-PoOrPW-00074 Project Title: Shoreline Master Program - Periodrc Review Recipient Narne: City of Port Orchard Page l8 of24 Washington which affect wages and job safety. b) RECIPIENT 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 permit and approval processes. ECOLOGY shall have the right to immediately tenninate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreernent 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 ofthis Agreernent, shall not have any personal or financial interest, direct or indirect, nor aflect the interest of any corporation, pafinership, or association in which he/she is a paft, in this Agreement or the proceeds thereof. 10. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its perfonnance under this Agreement. RECIPIENT shall award all contracts forconstruction, 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 rnust 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 incurred as a result of procurement practices not in compliance with state procurement law or the RECIPIENT's normal procedures may be disallowed at ECOLOGY's sole discretion. 1I. DISPUTES When there is a dispute with regard to the extent and character of the work, or any other matter related to this Agreement the determination 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) Appeal request must be in writing 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. The decision of ECOLOGY frorn an appeal will be final and conclusive, unless within thirty (30) days from the date of such decision, the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in ajudicial 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 this Agreement and in Ternplate Version l0 130/20 I 5 State of Washington Deparhnent of Ecology Agreernerrt No: SEASMP- I 921 -PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Reciprent Name: City of Port Orchard Page 19 of 24 accordance with the decision rendered. Nothing in this Agreement will be construed to lirnit the pafties' choice of another mutually acceptable method, in addition to the dispute resolution procedure outlined above. 12. ENVIRONMENTAL DATA STANDARDS a) RECIPIENT shall prepare a Quality Assurance Project Plan (QAPP) for a project that collects or uses environmental lneasurernent data. RECIPIENTS unsure about whetheL 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 Ternplate/Checklist provided by the ECOLOGY, unless ECOLOGY Quality Assurance (QA) officer or the Program QA coordinator instructs otherwise. . Follow ECOLOGY's Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies, July 2004 (Ecology 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 datathat was collected on a project to ECOLOGY using the Environmental lnformation Management systern (EIM), unless the ECOLOGY Program instructs otherwise. The RECIPIENT must confirm with ECOLOGY that complete and correct data was successfully loaded into EIM, find instructions 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 and Accessing GIS Data are available al: https://ecology.wa.gov/Research-Data./Data-resources/Geographic-lnformation-Systerns-GIS/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. I3. GOVERNING LAW This Agreernent 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 of Thurston County. I4. INDEMNIFICATION ECOLOGY will in no way be held responsible for paynent of salaries, consultant's fees, and other costs related to the project described herein, except as provided in the Scope of Work. To the extent that the Constitution and laws of the State of Washington permit, each party will indemnify and hold the other harmless from and against any liability for any or all injuries to persons or propefy 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 performance of this Agreement will continue to be employees, volunteers, or agents ofthat palty and will not for any purpose be ernployees, volunteers, or agents ofthe other pafty. 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 helshe is otherwise entitled to or receive any fee, commission, or gift in return for award of a subcontract hereunder. I7. MINORITYAND WOMEN'S BUSINESS ENTERPRISES (MWBE) Ternplate Version I 0/30 120 I 5 State of Washrngton Department of Ecology Agreement No: SEASMP- 192 I -PoOrPW-00074 Project Title: Shoreline Master Prograrn - Periodic Review Recipient Narne: City of Port Orchard Page2l of24 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 procurelnent under this Agreement: a) Include qualified rninority 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 maximutn participation by qualified minority and women's businesses. c) Establish delivery 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 (OMWBE) (866-208-1064) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. 18. ORDEROFPRECEDENCE ln 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 "Administrative Requirements for Recipients of Ecology Grants and Loans"; (f) Ecology Funding Program Guidelines;and (g) General Terrns and Conditions. 19. PRESENTATION AND PROMOTIONAL MATERIALS ECOLOGY reserves the right to approve RECIPIENT's cornmunication 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 tirneline. 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 tangible products developed such as brochures, manuals, pamphlets, videos, audio tapes, CDs, curriculum, posters, rnedia 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 itern. Any comrnunications 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. 20. PROGRESS REPORTING a) RECIPIENT must satisfactorily demonstrate the tirnely use of funds by submifiing payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document tirnely use of funds. b) RECIPIENT must subrnit a progress report with each payrnent request. Payment requests will not be processed without a progress repoft. ECOLOGY will define the elements and frequency of progress reports. c) RECIPIENT shall use ECOLOGY's provided progress repoft format. d) Quarterly progress reports will cover the periods from January I through March 3 1, April I through June 30, July I through Ternplate Version I 0 130/20 I 5 State of Washingon Department of Ecology Agreement No: SEASMP- I 921-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page2l of24 Septernber 30, and October 1 through December 31. Reports shall be submitted within thirty (30) days after the end of the quarter being reported. e) RECIPIENT must submit within thifty (30) days of the expiration date of the project, unless an extension has been approved by ECOLOGY, all financial, perforrnance, and other reports required by the agreement and funding program guidelines. RECIPIENT shall use the ECOLOGY provided closeout report format. 21. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable rnaterials 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) or property, and to authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons ernployed 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 Agreement, 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 Property Rights. ECOLOGY's current edition of "Administrative Requirements for Recipients of Ecology Grants and Loans," shall control the use and disposition ofall 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 Property Furnished by ECOLOGY, When ECOLOGY provides personal property directly to the RECIPIENT for use in perfonnance of the project, it shall be returned 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 setoff by the RECIPIENT for the fair market value of such propeffy. 0 Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: I . 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 this Agreement. Such evidence may include title insurance 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, propefty, 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 ofthe proceeds ofthe sale, lease, or other conversion or encutnbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs ofsuch property. 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. Template Version lU30 n0 I 5 State of Washingon Department of Ecology Agreernent No: SEASMP- I 92 l-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page22 of24 d) Be open for audit or inspection by ECOLOGY, or by any duly authorized audit representative of the State of Washington, for a period ofat 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 identify 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 incorrect invoicing or inadequate records may be considered cause for termination. All work performed 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 perforrnance, colnpliance, and any other conditions under this Agreement. 23. RECOVERYOFFUNDS 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 payments 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 RECIPIENT. RECIPIENT shall refund to ECOLOCY the full arnount 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 (12%) 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 rnonies 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 affect 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. STATE ENVIRONMENTAL POLICYACT (SEPA) RECIPIENT must delnonstrate to ECOLOGY's satisfaction that cornpliance with the requirements of the State Environmental Policy Act (Chapter 43.21C RCW and Chapter 197-ll 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 following the suspension period unless another day is specified by ECOLOGY. 27. SUSTAINABLE PRACTICES 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 lneetings, and setting up recycling and composting programs. b) Purchasing may include such items as: sustainably produced products and services, EPEAT registered computers and Template Version 1 0/30/20 I 5 State of Washington Department of Ecology Agreement No: SEASMP- 1 92 l-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: Crty of Port Orchard Page23 of24 imaging equipment, independently certified green cleaning products, rernanufactured toner cartridges, products 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 tenninate 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 an Agreement 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 tennination. Failure to Commence Work. ECOLOGY 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 paft this Agreement, and exercise any other rights under this Agreement. Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b) For Convenience ECOLOGY may terminate 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 this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the tenns 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 funding 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, rnay elect to terminate the Agreement, 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 determines the funding insufficiency 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. Reirnbursed costs must be agreed to by ECOLOGY and the RECIPIENT. In no event shall ECOLOGY's reimbursement exceed ECOLOGY's total responsibility under the agreement and any amendments. If payrnents have been discontinued by ECOLOGY due to unavailable funds, the RECIPIENT shall not be obligated to repay rnonies which had been paid to the RECIPIENT prior to such termination. RECIPIENT's obligation to continue or complete the work desclibed in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By MutualAgreement Terrplate Version I 0/30 120 | 5 State of Washington Department of Ecology Agreernent No: SEASMP- I 92 l-PoOrPW-00074 Project Title: Shoreline Master Program - Periodic Review Recipient Name: City of Port Orchard Page24 of24 ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, repofts or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will becorne property 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. THIRD PARTY BENEFICIARY 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 party beneficiary of such subcontracts with full rights as such. 30. WAIVER 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 construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. Template Version 10/30 120 I 5