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AG 23-274 - WASHINGTON DEPARTMENT OF ECOLOGYRETURN TO: PW ADMIN EXT: 2700 ID #: 4348 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ Environmental Services DIVISIon 2. ORIGINATING STAFF PERSON: Kevin Du EXT: 2756 3. DATE REQ. BY: 12/15/23 3. TYPE OF DOCUMENT (CHECK ONE): a CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): p INTERLOCAL ❑ OTHER 4. PROJECT NAME: Water Quality Capacity Grant 5. NAME OF CONTRACTOR: Washington Department of Ecology ADDRESS: Pa Box 47600 of m is WA 98504-7600 TELEPHONE: 360-628-3890 E-MAIL: kyar461 0ECYNA.GOV FAX: SIGNATURE NAME:- Kyle Graunke TITLE: Grant Manaaer 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # n/a BL, EXP. 12/31/ UBI # n/a , EXP. 7. TERM: COMMENCEMENT DATE: 7/1 /2023 COMPLETION DATE: 6/30/2025 8. TOTAL COMPENSATION: $ 130,000.00 -(Reimbursed to COFW) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 13 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED d PROJECT MANAGER KD 1211/23 d DIVISION MANAGER RVO 12/5/23 A DEPUTY DIRECTOR DSW 12/6/23 6 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT KVA 12/11/2023 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: 8/7/23 SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 915/23 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 12/19/23 DATE REC' D: 1/5/24 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # AG .. ❑ SIGNED COPY RETURNED DATE SENT: . p� COMMENTS: EXECUTE " 1 " ORIGINALS _ Upon completion of Law review, Public Works Director will arrange for signature via Docusign. An AG# will be assigned after Ecology counter -signs. l01VLu DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD DEPARTMENT OF ECOLOGY State of Washington Agreement No. WQSWCAP-2325-FedWay-00098 WATER QUALITY STORMWATER CAPACITY AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF FEDERAL WAY 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 Federal Way, hereinafter referred to as the "RECIPIENT," to carry out with the provided funds activities described herein. GENERAL INFORMATION Project Title: 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: 2023-2025 Biennial Stormwater Capacity Grants $130,000.00 $130,000.00 $130,000.00 $0.00 07/01 /2023 03/31 /2025 Capacity Grant Project Short Description: This project will assist Phase I and II Permittees in implementation or management of municipal stormwater programs. Project_ Long Description: N/A Overall Goal: This project will improve water quality in the State of Washington by reducing stonnwater pollutants discharged to state water bodies. DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way RECIPIENT INFORMATION Organization Name: City of Federal Way Federal Tax ID: 91-1462550 UEI Number: YCXHVULLN4C5 Mailing Address: 33325 8th Ave South Federal Way, WA 98003 Physical Address: 33325 8th Ave South Federal Way, Washington 98003 Organization Email: rebecca.kovar(acityoffederalway.com Organization Fax: (253) 835-2709 Contacts Page 2 of 21 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Kevin Du Project Manager Water Quality Program Supervisor 33325 8th Ave South Federal Way, Washington 98003 Email: kevin.du@cityoffederalway.com Phone: (253) 835-2761 Billing Contact Rebecca Kovar Environmental Services Contract Coordinator 33325 8th Ave South Federal Way, Washington 98003 Email: rbecca.kovarpcityoffederalway.com Phone: (253) 835-7000 Edward J Walsh Authorized Public Works Director Signatory 33325 8th Ave S Federal Way, Washington 98003 Email: edward.walsh(abcityoffederalway.com Phone: (253) 835-2713 Page 3 of 21 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way ECOLOGY INFORMATION Mailing Address: Department of Ecology Water Quality PO BOX 47600 Olympia, WA 98504-7600 Physical Address: Water Quality 300 Desmond Drive SE Lacey, WA 98503 Contacts Kyle Graunke Project Manager PO Box 47600 Olympia, Washington 98504-7600 Email: kygr461(a,ecy.wa.gov Phone: (360) 628-3890 Kyle Graunke Financial Manager PO Box 47600 Olympia, Washington 98504-7600 Email: kygr461 @,,ecy.wa.gov Phone: (360) 628-3890 Page 4 of 2l Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Page 5 of 2l Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way 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 gy;CMouSiUMd by: _ �'f�7� 288BA6AF92$Ca76 Vincent McGowan, P.E. Water Quality Program Manager Template Approved to Form by Attorney General's Office Date 1/4/2024 City of Federal Way By: ED=uftned by: D wa4 � OJ4, 560oa8395FB�aEK Edward J Walsh Public Works Director Date 12/19/2023 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-8647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way SCOPE OF WORK Task Number: Task Title: Project Administration/Management Task Cost: $5,000.00 Page 6 of 21 Task Description: A. The RECIPIENT shall carry out all work necessary to meet ECOLOGY grant or loan administration requirements. Responsibilities include, but are not limited to: Maintenance of project records; submittal of requests for reimbursement and corresponding backup documentation; progress reports; and the EAGL (Ecology Administration of Grants and Loans) recipient closeout report (including photos, if applicable). In the event that the RECIPIENT elects to use a contractor to complete project elements, the RECIPIENT shall retain responsibility for the oversight and management of this funding agreement. B. The RECIPIENT shall keep documentation that demonstrates the project is in compliance with applicable procurement, contracting, and interlocal agreement requirements; permitting requirements, including application for, receipt of, and compliance with all required permits, licenses, easements, or property rights necessary for the project; and submittal of required performance items. This documentation shall be available upon request. C. The RECIPIENT shall maintain effective communication with ECOLOGY and maintain up-to-date staff contact information in the EAGL system. The RECIPIENT shall carry out this project in accordance with any completion dates outlined in this agreement. Task Goal Statement: Properly managed and fully documented project that meets ECOLOGY's grant and loan administrative 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: Rebecca Kovar Project Administration/Management Deliverables Number Description Due Date 1.1 Progress Reports that include descriptions of work accomplished, project challenges or changes in the project schedule. Submitted at least quarterly. 1.2 Recipient Closeout Report (EAGL Form). Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way SCOPE OF WORK Task Number: Task Title: Permit Implementation Task Description: Task Cost: $125,000.00 Page 7 of 21 Conduct work related to implementation of municipal stormwater National Pollutant Discharge Elimination System (NPDES) permit requirements. If the RECIPIENT is out of compliance with the Municipal Stormwater National Pollutant Discharge Elimination System (NPDES) permit, the RECIPIENT will use funds to attain compliance where applicable. The following is a list of elements projects may include: 1) Public education and outreach activities, including stewardship activities. 2) Public involvement and participation activities. 3) Illicit discharge detection and elimination (IDDE) program activities, including: a) Mapping of municipal separate storm sewer systems (MS4s). b) Staff training. c) Activities to identify and remove illicit stormwater discharges. d) Field screening procedures. e) Complaint hotline database or tracking system improvements. 4) Activities to support programs to control runoff from new development, redevelopment, and construction sites, including: a) Development of an ordinance and associated technical manual or update of applicable codes. b) Inspections before, during, and upon completion of construction, or for post -construction long-term maintenance. c) Training for plan review or inspection staff. d) Participation in applicable watershed planning effort. 5) Pollution prevention, good housekeeping, and operation and maintenance program activities, such as: a) Inspecting and/or maintaining the MS4 infrastructure. b) Developing and/or implementing policies, procedures, or stormwater pollution prevention plans at municipal properties or facilities. 6) Annual reporting activities. 7) Establishing and refining stormwater utilities, including stable rate structures. 8) Water quality monitoring to implement permit requirements for a Water Cleanup Plan (Total Maximum Daily Load (TMDL)). Note that any monitoring funded by this program requires submittal of a Quality Assurance Project Plan (QAPP) that ECOLOGY approves prior to awarding funding for monitoring. Monitoring must directly meet a Phase I or II permit requirement. 9) Structural stormwater controls program activities (Phase I permit requirement). 10) Source control for existing development (Phase I permit requirement), including: a) Inventory and inspection program. b) Technical assistance and enforcement. c) Staff training. 11) Equipment purchases that result directly in improved permit compliance. Equipment purchases must be specific to implementing a permit requirement (such as a vactor truck) rather than general use (such as a pick-up truck). Equipment purchases over $5,000.00 must be pre -approved by ECOLOGY. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 8 of 21 Documentation of all tasks completed is required. Documentation may include field reports, dates and number of inspections conducted, dates of trainings held and participant lists, number of illicit discharges investigated and removed, summaries of planning, stormwater utility or procedural updates, annual reports, copies of approved QAPPs, summaries of structural or source control activities, summaries of how equipment purchases have increased or improved permit compliance. Ineligible expenses include capital construction projects, incentives or give -a -ways, grant application preparation, Technology Assessment Protocol - Ecology (TAPE) review for proprietary treatment systems, or tasks that do not support Municipal Stormwater Permit implementation. Task Goal Statement: This task will improve water quality in the State of Washington by reducing the pollutants delivered by stormwater to lakes, streams, and the Puget Sound by implementing measures required by Phase I and II NPDES permits. Task Expected Outcome: RECIPIENTS will implement measures required by Phase I and II NPDES permits. Recipient Task Coordinator: Kevin Du Permit Implementation Deliverables Number Description Due Date 2.1 Documentation of tasks completed Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way BUDGET Funding Distribution EG240258 NOTE: The above funding distribution number is used to identify this specific agreement and budget on payment remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple funding distribution numbers to identify each budget. Funding Title: Funding Effective Date: Funding Source: Title: Fund: Type: Funding Source %: Description 2023-25 Stormwater Capacity Grant Funding Type: Grant 07/01/2023 Funding Expiration Date: 03/31/2025 Model Toxics Control Stormwater Account (MTCSA) FD State 100% MTCSA Approved Indirect Costs Rate: Approved State Indirect Rate: 30% Recipient Match %: 0% InKind Interlocal Allowed: No InKind Other Allowed: No Is this Funding Distribution used to match a federal grant? No 2023-25 Stormwater Capacity Grant Task Total Grant and Loan Administration $ 5,000.00 Permit Implementation :$ 125,000.00 Total: $ 130,000.00 Page 9 of 21 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Fundina Distribution Summary Recipient / Ecology Share Page 10 of 21 Funding Distribution Name Recipient Match % Recipient Share Ecology Share Total 2023-25 Stormwater Capacity Grant 0.00 % $ 0.00 $ 130,000.00 $ 130,000.00 Total $ 0.00 1 $ 130,000.00 $ 130,000.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS 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, INELIGIBILITY OR VOLUNTARY EXCLUSION: 1. The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred, proposed for 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 certify 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 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 transaction 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 further agrees by signing this agreement, that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION" without modification 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 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Page l 1 of 21 Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way 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. 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 make 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 REQUIREMENTS: CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return 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 FFATA Data Collection Form. - Receives more than $30,000 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 FFATA Data Collection Form. Ecology is required to report the FFATA information for federally funded agreements, including the required Unique Entity Identifier in www.sam.f?ov <http://www.sain.gov/> within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspending.gov ❑ittp://www.usasoending.goy/>. For more details on FFATA requirements, see www.fsrs.goy <http://www.fsrs.gov/>. C. FEDERAL FUNDING PROHIBITION ON CERTAIN TELECOMMUNICATIONS OR VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: 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 contract to procure or obtain; or 3. Enter into a contract (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 <htips:Ilww�v,i}ayinFa.govlcon#entlpkgJPLAW-I lSRub1232/pdf1PLAW-I 15pub133?.odt5, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate 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 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way the System for Award Management (SAM) <https://sam.gov/SAMI> exclusion list. Page 12 of 21 Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Page 13 of 21 Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology GENERAL TERMS AND CONDITIONS For DEPARTMENT OF ECOLOGY GRANTS and LOANS 07/01/2023 Version ADMINISTRATIVE REQUIREMENTS a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans — EAGL Edition." (https://fortres s.wa.gov/ecy/publi cations/S ummaryPages/23 01002.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 terms 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 of all work and services. 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. 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:Hocio.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. ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take all reasonable action to avoid, minimize, or mitigate adverse effects to archaeological and historic archaeological sites, historic buildings/structures, traditional 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 21-02, Archaeological and Cultural Resources. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 14 of 21 • For projects with any federal involvement, comply with the National Historic Preservation Act of 1966 (Section 106). b) If required by the ECOLOGY Program, submit an Inadvertent Discovery Plan (IDP) to ECOLOGY prior to implementing any project that involves field activities. ECOLOGY will 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 staff, volunteers, 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 Cultural Resources are found while conducting work under this Agreement, follow the protocol outlined in the project IDP. • Immediately stop work and notify the ECOLOGY Program, who will notify the Department 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 Office, the Department of Archaeology and Historic Preservation at (360) 790-1633, and then the ECOLOGY Program. e) Comply with RCW 27.53, RCW 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 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. 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 instructions for submitting payment requests. f) ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment through 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://ofin.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 email PayeeRegistration(a�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 of an audit as specified herein. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 15 of 21 j) RECIPIENT must submit within thirty (30) days after the expiration date of this Agreement, all financial, performance, and other reports required by this Agreement. Failure to comply may result in delayed reimbursement. COMPLIANCE WITH ALL 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) 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 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. 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 this Agreement, 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 this Agreement or the proceeds thereof. 10. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its performance under this Agreement. RECIPIENT shall award all contracts for construction, purchase of goods, 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 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. 11. 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. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 16 of 21 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 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 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 this Agreement 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 Quality Assurance 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) 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 data that was collected on a project to ECOLOGY using the Environmental Information Management system (EIM), unless the ECOLOGY Program instructs otherwise. The RECIPIENT must confine 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 at: https://ecology.wa.gov/Research-Data/Data-resources/Geographic-Information-Systems-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. 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 of Thurston County. 14. INDEMNIFICATION ECOLOGY will in no way be held responsible for payment 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 property 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 of that party and will not for any purpose be employees, volunteers, or agents of the other party. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Page 17 of 21 Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way 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. 17. MINORITY AND 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 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. ORDER OF PRECEDENCE 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 "Administrative Requirements for Recipients of Ecology Grants and Loans"; (0 Ecology Funding Program Guidelines; and (g) General Terms and Conditions. 19. PRESENTATION AND 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 tangible 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. 20. PROGRESS REPORTING Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-Fed Way-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 18 of 2 l a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress 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. ECOLOGY will define the elements and frequency of progress reports. c) RECIPIENT shall use ECOLOGY's provided progress report format. d) Quarterly progress reports will cover the periods from January 1 through March 31, April 1 through June 30, July 1 through September 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 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 ECOLOGY provided closeout report format. 21. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable 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) or property, 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 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 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 Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance 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 property. f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: 1. 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, property, 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 construction costs of such property. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way 22. RECORDS, AUDITS, AND INSPECTIONS Page 19 of 21 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 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 performance, compliance, and any other conditions under this Agreement. 23. RECOVERY OF FUNDS 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 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 (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 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 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 POLICY ACT (SEPA) RECIPIENT must demonstrate to ECOLOGY's satisfaction that compliance with the requirements of the State Environmental Policy Act (Chapter 43.21C RCW and Chapter 197-11 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. Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page 20 of 21 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 meetings, and setting up recycling and composting programs. b) Purchasing may include such items as: sustainably produced products and services, EPEAT registered computers and imaging equipment, independently certified green cleaning products, remanufactured 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:Hecology.wa.gov/Regulations-Permits/Guidance-technical-assi stance/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 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 termination. 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 part 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 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 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, may 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. Reimbursed costs must be agreed to by ECOLOGY and the RECIPIENT. In no Template Version 12/10/2020 DocuSign Envelope ID: 74ADC44D-2C72-454D-B647-92EE9799D6DD State of Washington Department of Ecology Agreement No: WQSWCAP-2325-FedWay-00098 Project Title: 2023-2025 Biennial Stormwater Capacity Grants Recipient Name: City of Federal Way Page21 of21 event shall ECOLOGY's reimbursement exceed 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 Mutual Agreement 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, reports or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will become 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. End of General Terms and Conditions Template Version 12/10/2020 Certificate Of Completion Envelope Id: 74ADC44D2C72454DB64792EE9799D6DD Subject: Agreement for Signature Source Envelope: Document Pages: 21 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/19/2023 4:05:19 PM Security Appliance Status: Connected Storage Appliance Status: Connected Holder: Kyle Graunke kygr461 @ECY. WA.GOV Pool: StateLocal Pool: Washington State Department of Ecology Signer Events Signature Edward J Walsh edward.walsh@cityoffederalway.com Security Level: Email, Account Authentication 37`92,65F9 (None) Electronic Record and Signature Disclosure: Accepted: 12/19/2023 4:55:50 PM ID:def9e689-20ac-4373-a1d5-9804a0560dba David Giglio dgig461@ecy.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Kyle Graunke kygr461 @ecy.wa.gov Washington State Department of Ecology Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Signature Adoption: Pre -selected Style Using IP Address: 146.129.247.195 oou,siyeea 6r: Signature Adoption: Uploaded Signature Image Using IP Address: 147.55.7.168 Signature Status VIEWEQ Using IP Address: 147.55.7.168 Status Status Status Status DocuSigny Status: Completed Envelope Originator: Kyle Graunke P.O. Box 47600 Olympia, WA 98504 kygr461@ECY.WA,GOV IP Address: 147.55.7.168 Location: DocuSign Location: DocuSign Timestamp Sent: 12/19/2023 4:07:02 PM Viewed: 12/19/2023 4:55:50 PM Signed: 12/19/2023 5:06:34 PM Sent: 1/4/2024 2:55:01 PM Viewed: 1/4/20244:34:01 PM Signed: 1/4/2024 4:34:08 PM Timestamp Timestamp Sent: 12/19/2023 5:06:35 PM Viewed: 1/4/2024 2:54:53 PM Completed: 1/4/2024 2:55:00 PM Timestamp Timestamp Timestamp Timestamp Carbon Copy Events Elaine Markham elma461 @ecy.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED Kimberly Adams COPIED kjun461 @ecy wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Elaine Markham COPIED elma461 @ecy.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kimberly Adams COPIED kjun461@ecy.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 1/4/2024 2:55:00 PM Sent: 1/4/2024 2:55:00 PM Sent: 1/4/2024 4:34:09 PM Sent: 1/4/2024 4:34:09 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/19/2023 4:07:02 PM Certified Delivered Security Checked 1/4/2024 4:34:01 PM Signing Complete Security Checked 1/4/2024 4:34:08 PM Completed Security Checked 1/4/2024 4:34:10 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 2/22/2021 4:19:57 PM Parties agreed to: Edward J Walsh ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: lgor461 @ecy.wa.gov To advise Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at lgor461 @ecy.wa.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to lgor461 @ecy.wa.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to lgor461@ecy.wa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https //support.docLisi ng com/guides/signer-guide- sianing_-system-requirements. 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By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program during the course of your relationship with Carahsoft OBO Washington State Department of Ecology - Toxics Cleanup Program.