DOE Grant 2018 Stormwater FacilityAgreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
DEPARTMENT OF
- - -
imECOLOGY
State of Washington
Agreement WQC-2016-Edmond-00162
WATER QUALITY COMBINED FINANCIAL ASSISTANCE AGREEMENT
BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY
AND
City of Edmonds
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 Edmonds, 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:
Seaview Park Infiltration Facility
$845,000.00
$845,000.00
$633,750.00
$211,250.00
07/01/2015
12/31/2018
Stormwater Facility
Project Short Description:
This project will improve water quality in the Perrinville Creek through installation of an infiltration facility at
Seaview Park near the intersection of 186th Street SW and 80th Avenue W in the City of Edmonds. This project will
provide treatment for total suspended solids (TSS) and will also reduce flows by increasing stormwater infiltration
and/or providing stormwater detention.
Project Long Description:
This infiltration retrofit project will reduce flows into Perrinville Creek by re -directing stormwater runoff generated
by existing urban development in the City of Edmonds away from the creek and into an infiltration facility. The
infiltration facility will be located in Seaview Park in the City of Edmonds near the intersection of 186th Street SW
and 80th Avenue W. The park currently consists of a parking lot, tennis courts, lawn area and typical park vegetation
of trees and shrubs. An existing 24" diameter storm sewer within 80th Avenue West collects 53 acres of residential
area in catch basins and pipes which flow towards the Park. As part of the project, flows will be split off from the
24 -inch storm sewer at a location north of the intersection of 186th Avenue SW, and directed to the adjacent park
WQC-2016-Edmond-00162
Page 1 of 40
AgreementNo:. WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
area for storage and infiltration. The new stormwater facility will include a subsurface pipe infiltration system with
an approximate storage volume of 62,000 cubic feet, which includes about 28,000 cubic feet of pre -settling storage.
The infiltration facility will be controlled by a downstream orifice riser structure, which is designed to overflow large
storm events without upstream flooding. Pre-treatment will be provided by pre -settling pipes prior to the perforated
infiltration pipes. These chambers will slow flow in an area contained with baffle walls to promote settling of
suspended sediment and to contain floatables.
Overall Goal:
This project will help protect and restore water quality in Washington by reducing stormwater impacts from existing
infrastructure and development.
WQC-2016-Edmond-00162
Page 2 of 40
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
RECIPIENT INFORMATION
Organization Name: City of Edmonds
Federal Tax ID: 91-6001244
DUNS Number: 040172827
Mailing Address: 121 5th Ave N
Edmonds, WA, 98115
Physical Address: 121 5th Ave N
Edmonds, Washington, 98020
Organization Email: jerry.shuster@edmondswa.gov
Contacts
Page 3 of 40
Project Manager
Jerry Shuster
121 5th Ave N.
Edmonds, Washington, 98020
Email: jerry.shuster(uedmondswa.gov
Phone: (425) 771-0220
Billing Contact
Megan Luttrell
Admin Assistant
121 5th Ave N
Edmonds, Washington, 98020
Email: megan.luttrell(dedmondswa.gov
Phone: (425) 771-0220
Authorized
David O Earling
Signatory
Mayor
121 5th Avenue North
Edmonds, Washington, 98020
Email: dave.earling@edmondswa.gov
Phone: (425) 771-0247
i
I
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
ECOLOGY INFORMATION
Mailing Address: Department of Ecology
Water Quality
PO BOX 47600
Olympia, WA 98504-7600
Physical Address: Water Quality
300 Desmond Drive
Lacey, WA 98503
Contacts
Page 4 of 40
Project
Heather Khan
Manager
3190 160th Ave SE
Bellevue, Washington, 98008-5452
Email: hkha461@ecy.wa.gov
Phone: (425) 649-7003
Financial
Layne Slone
Manager
Financial Manager
PO Box 47600
Olympia, Washington, 98504-7600
Email: layne.slone(cr�,ecy.wa.gov
Phone: (360) 407-6225
Technical
Amanda Heye
Advisor
PO Box 47600
Olympia, Washington, 98504-7600
Email: ahey461 @aecy.wa.gov
Phone: (360) 407-6457
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Page 5 of 40
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 the Scope of Work.
RECIPIENT agrees to read, understand, and accept all information contained within this entire Agreement.
Furthermore, RECIPIENT acknowledges that they have reviewed the terms and conditions of this Agreement, Scope
of Work, attachments, all incorporated or referenced documents, as well as all applicable laws, statutes, rules,
regulations, and guidelines mentioned in 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.
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.
IN WITNESS WHEREOF, the parties hereby sign this Agreement
Washington State
Department of Ecology
Progl Manager Date
Heather Bartlett
Water Quality
WQC-2016-Edmond-00162
Edmonds
David O Earling
Mayor
Agreement No: WQC-2016-Edmond-00162 Page 6 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
SCOPE OF WORK
Task Number: 1 Task Cost: $40,329.00
Task Title: Project Administration/Management
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 a recipient closeout report (including
photos).
B. The RECIPIENT shall maintain documentation demonstrating compliance with applicable procurement,
contracting, and interlocal agreement requirements; 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.
C. The RECIPIENT shall manage the project. Efforts include, but are not limited to: conducting, coordinating, and
scheduling project activities and assuring quality control. Every effort will be made to maintain effective
communication with the RECIPIENT's designees; ECOLOGY; all affected local, state, or federal jurisdictions; and any
interested individuals or groups. 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 or 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: Jerry Shuster
Project Administration/Management
Deliverables
Number
Description
Due Date
1.1
Progress Reports
1.2
Recipient Closeout Report
1.3
Project Outcome Summary Report
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
SCOPE OF WORK
Task Number:
Task Cost: $150,137.00
Task Title: Design Plans and Specs, Environmental Review
Task Description:
The RECIPIENT shall ensure the following items are completed and provide the associated deliverables to
ECOLOGY.
A. The RECIPIENT will coordinate the preparation and submittal of State Environmental Policy Act (SEPA)
documentation.
B. The RECIPIENT is responsible for application of, receipt of, and compliance with all required local, state, tribal
and federal permits, licenses, easements, or property rights necessary for the project.
C. The RECIPIENT will comply with Executive Order (05-05) cultural resources review requirements. To initiate
cultural resources review the RECIPIENT will:
1. Submit a Department of Archaeology and Historic Preservation (DAHP) EZ -1 Form, Ecology Historic and Cultural
Resource Project Review Form, or a cultural resources survey or assessment completed by a licensed archaeologist to
ECOLOGY. All submitted materials must conform to the Washington State Standards for Cultural Resource
Reporting (DAHP February 2014).
2. Develop and submit an Inadvertent Discovery Plan (IDP) to ECOLOGY. The RECIPIENT will ensure that all
contractors and subcontractors have a copy of the completed IDP prior to and while working on-site. An IDP template
may be found at:
http://www.ecy.wa.gov/programs/wq/funding/FundPrgms/CW SRF/CW SRFres/TemplatelnadvDisePlan06O9l5.doc
Ground disturbing work (including geotechnical investigations) completed prior to receiving written notice to proceed
from ECOLOGY shall not be eligible for reimbursement.
D. The RECIPIENT will develop a project design. Projects must be designed in accordance with the Stormwater
Management Manual for Eastern Washington, Stormwater Management Manual for Western Washington, or equivalent
manual. Project must be reviewed and accepted in writing by ECOLOGY to be eligible for reimbursement.
E. The RECIPIENT will submit one hard copy and one digital copy of the items listed below to ECOLOGY for
acceptance. Design figures must be reduced to 11x17 inches in size and must be legible.
1. Design Report. For a complete list of required design report elements refer to:
http://www.ecy.wa.gov/programs/wq/funding/Res/Forms/S WDesignDeliv081315.pdf
2. 90 Percent Design Package. At a minimum, this package must include 90 percent plans, specifications, engineer's
opinion of cost which includes a schedule of eligible costs, and project construction schedule.
For current bid inserts refer to:
http://www.ecy.wa.gov/programs/wq/funding/Res/Forms/S WProgramBidInsert032515.pdf
For the current bid specification clause refer to:
WQC-2016-Edmond-00162
Page 7 of 40
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
http://www.ecy.wa.gov/programs/wq/funding/Res/Forms/S WProgramSpecClausesO52912.pdf
F. The RECIPIENT agrees to respond to ECOLOGY comments prior to proceeding to 90 percent design and/or
project advertisement/bid and construction. At its discretion, ECOLOGY may require the RECIPIENT to resubmit
revised documents for further ECOLOGY review prior to accepting the project design.
G. All materials submitted to ECOLOGY for acceptance must be approved by the RECIPIENT prior to submittal to
ECOLOGY.
H. The RECIPIENT will submit to ECOLOGY a digital copy of the Final Bid Package including: project plans,
specifications, engineer's opinion of cost which includes a schedule of eligible costs, and project construction
schedule.
Task Goal Statement:
The RECIPIENT will complete all design, environmental review and permitting tasks and respond to ECOLOGY
comments in a timely manner.
Task Expected Outcome:
The project will meet the requirements set forth by the State Environmental Policy Act, cultural resource protection
requirements, ECOLOGY water quality facility design standards, and all other applicable federal, state and local laws
and regulations.
Recipient Task Coordinator: Jerry Shuster
WQC-2016-Edmond-00162
Page 8 of 40
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Design Plans and Specs, Environmental Review
Deliverables
Page 9 of 40
Number
Description
Due Date
2.1
Copy of SEPA determination documentation. Upload to EAGL and notify
ECOLOGY when upload is complete.
2.10
List of permits acquired, and environmental review documents. Upload
to EAGL and notify ECOLOGY when upload is complete.
2.11
Proposed Construction Schedule. Upload to EAGL and notify
ECOLOGY when upload is complete.
2.12
Final Bid Package. Upload to EAGL and notify ECOLOGY when upload
is com Tete.
2.2
Complete DAHP EZ -1 Form or Ecology Historic and Cultural Resource
Project Review Form; Submit supplemental cultural resources
documentation if available. Upload to EAGL and notify ECOLOGY
when upload is complete. Cultural Resource surveys should be
submitted directly to the ECOLOGY Project Manager and should not be
uploaded to the EAGL system.
2.3
Inadvertent Discovery Plan. Upload to EAGL and notify ECOLOGY
when upload is complete.
2.4
Design Report. Upload to EAGL and notify ECOLOGY when upload is
complete. Submit one hard copy of Design Report to ECOLOGY
Engineer.
2.5
Responses to ECOLOGY Design Report Comments. Upload to EAGL
and notify ECOLOGY when upload is complete.
2.6
Ecology Design Report Acceptance Letter. Upload to EAGL and notify
ECOLOGY when upload is complete.
2.7
90 percent Design Plans, Bid Specifications, and Engineer's Estimate.
Upload to EAGL and notify ECOLOGY when upload is complete.
Submit one hard copy of 90 percent Design Plans, Bid Specifications,
and Engineer's Estimate to ECOLOGY Engineer.
2.8
Responses to ECOLOGY 90 percent Design Plan Comments. Upload to
EAGL and notify ECOLOGY when upload is complete.
2.9
Ecology 90 percent Design Acceptance Letter. Upload to EAGL and
notify ECOLOGY when upload is complete.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park InfiltrationFacility
Recipient Name: City of Edmonds
SCOPE OF WORK
Task Number: 3 Task Cost: $84,53.4.00
Task Title: Construction Management
Task Description:
A. The RECIPIENT will provide construction oversight and management of the project.
B. The RECIPIENT will submit a detailed construction quality assurance plan to ECOLOGY before the start of
construction. This plan must describe how adequate and competent construction oversight will be performed.
C. The RECIPIENT will conduct a pre -construction conference meeting and invite ECOLOGY to attend.
D. The RECIPIENT will submit an updated project schedule with projected cash flow to ECOLOGY within 30 days
of the start of construction. The project schedule will be revised and/or updated whenever major changes occur and at a
minimum of every three months. The RECIPIENT will submit the updated schedule to ECOLOGY with the quarterly
report. When changes in the construction schedule affect previous cash flow estimates, revised cash flow projections
must also be submitted to ECOLOGY.
E. Prior to execution, the RECIPIENT will submit any eligible change orders that are a significant deviation from
ECOLOGY -accepted plans and specifications in writing for ECOLOGY review and acceptance for payment. Ecology
must review and accept all change orders that impact grant eligible activities prior to implementation. All other change
orders must be reviewed by ECOLOGY for technical merit and should be submitted within 30 days after execution.
Change orders are to be signed by the contractor, the engineer (if appropriate), and the RECIPIENT prior to submittal
to ECOLOGY for acceptance.
F. The RECIPIENT will operate and maintain the constructed facility for the design life of the facility. Additionally,
the RECIPIENT will develop and submit an operations and maintenance plan for all stormwater treatment, flow
control, and low impact development (LID) features. The operation and maintenance plan will describe how the
RECIPIENT will ensure project success consistent with the design manual used. The operation and maintenance plan
must also address long-term activities to assure ongoing pollutant removal and flow -control capability of the project in
accordance with the design manual.
G. Upon completion of construction, the RECIPIENT will provide to ECOLOGY:
1. A Stormwater Construction Completion Form signed by a professional engineer indicating that the project was
completed in accordance with the plans and specifications and major change orders approved by ECOLOGY's Project
Engineer and shown on the Record Drawings. The Stormwater Construction Completion Form can be found at:
http://www.ecy.wa.gov/programs/wq/funding/Res/Forms/FY 11 SWConstCompForm082415.doc
2. GIS compatible project area data in an ECOLOGY -approved format.
Task Goal Statement:
The RECIPIENT will oversee and manage construction, communicate with ECOLOGY in a timely fashion, and
provide ECOLOGY with all requested project documentation.
Task Expected Outcome:
Project will be constructed on schedule and in accordance with accepted plans.
WQC-2016-Edmond-00162
Page 10 of 40
Agreement No: WQC-2016-Edmond-00162 Page I1 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Recipient Task Coordinator: Jerry Shuster
Construction Management
Deliverables
Number
Description
Due Date
3.1
Construction Quality Assurance Plan. Upload to EAGL and notify
ECOLOGY when upload is complete.
3.2
Pre -construction conference meeting minutes. Upload to EAGL and
notify ECOLOGY when upload is complete.
3.3
Project Schedule. Upload to EAGL using naming convention D3.2
SCHEDULE MO -DA -YEAR and notify ECOLOGY when upload is
complete.
3.4
Revised Cash Flow Estimates when changes in construction schedule
occur. Upload to EAGL using naming convention D3.3 CASHFLOW
MO -DA -YEAR and notify ECOLOGY when upload is complete.
3.5
Change Order(s). Upload to EAGL and notify ECOLOGY when upload
is complete.
3.6
Copy of Facility Operation and Maintenance Plan. Upload to EAGL
using naming convention D3.5 OPANDMAINTENANCE
MO -DA -YEAR and notify ECOLOGY when upload is complete.
3.7
Stormwater Construction Completion Form. Upload to EAGL using
naming convention D3.6 SWCONSTRUCTIONCOMPLETIONFORM
and notify ECOLOGY when upload is complete.
3.8
Project Area Shapefile or ECOLOGY -Approved Equivalent. Upload to
EAGL and notify ECOLOGY when upload is complete.
W QC -2016 -Edmond -00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
SCOPE OF WORK
Task Number: 4
Task Title: Construction
Task Cost: $570,000.00
Task _Description:
A. The RECIPIENT will, in accordance with ECOLOGY -accepted plans and specifications, complete construction of
the project. The construction project will include installation of an infiltration facility in accordance with
ECOLOGY -accepted plans to mitigate runoff from 53 acres of pollution generating impervious surfaces.
B. Calculate and submit an equivalent new/re-development area for the completed retrofit project(s) using the
methods outlined in Appendix N of the funding guidelines for State Fiscal Year 2016 Combined Water Quality
Financial Assistance Program or other ECOLOGY -approved method.
Task Goal Statement:
Project will be constructed in accordance with ECOLOGY- accepted plans and specifications.
Task. Expected Outcome:
Constructed project will provide water quality benefits including reductions in total suspended solids (TSS).
Recipient Task Coordinator: JerryShuster
Construction
Deliverables
Page 12 of 40
Number
Description
Due Date
4.1
Copy of the contract documents (e.g. bid announcement, bid award and
bid tabulations). Upload to EAGL and notify ECOLOGY when upload is
complete.
4.2
Copy of signed and dated construction contract. Upload to EAGL and
noti ECOLOGY when upload is complete.
4.3
Construction progress reports and photos included in quarterly reports.
4.4
Completed equivalent new/redevelopment area determination. Upload to
EAGL and notify ECOLOGY when upload is complete.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 13 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
BUDGET
Funding Distribution EG160112
Funding Title: SFAP
Funding Type: Grant
Funding Effective Date: 07/01/2015
Funding Source:
Funding Expiration Date: 12/31/2018
Title: SFAP - SFY16
Type: State
CFDA:
Assistance Agreement:
Description: Environmental Legacy Stewardship Account (ELSA) - State
Recipient Match %: 25
InKind Interlocal Allowed: No
InKind Other Allowed: No
Is this Funding Distribution used to match a federal grant? No
SFAP
Task Total
Project Administration/Management
$
40,329.00
Design Plans and Specs, Environmental Review
$
150,137.00
Construction Management
$
84,534.00
Construction
$
570,000.00
Total: $ 845,000.00
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Furtdin Distribution Summary
Recipient / Ecology Share
Page 14 of 40
Funding Distribution Name
Recipient Match %
Recipient Share
Ecology Share
Total
SFAP
25.00 %
$ 211,250.00
$ 633,750.00
$ 845,000.00
Total
$ 211,250.00
$ 633,750.00
$ 845.000.00
AGREEMENT SPECIFIC TERMS AND CONDITIONS
N/A
SPECIAL TERMS AND CONDITIONS
SECTION 1: DEFINITIONS
Unless otherwise provided, the following terms will have the respective meanings for all purposes of this agreement:
"Administration Charge" means a charge established in accordance with Chapter 90.50A RCW and Chapter 173-98
WAC, to be used to pay Ecology's cost to administer the State Revolving Fund by placing a percentage of the interest
earned in an Administrative Charge Account.
"Administrative Requirements" means the effective edition of ECOLOGY's ADMINISTRATIVE REQUIREMENTS
FOR RECIPIENTS OF ECOLOGY GRANTS AND LOANS at the signing of this agreement.
"Annual Debt Service" for any calendar year means for any applicable bonds or loans including the loan, all interest
plus all principal due on such bonds or loans in such year.
"Average Annual Debt Service" means, at the time of calculation, the sum of the Annual Debt Service for the
remaining years of the loan to the last scheduled maturity of the loan divided by the number of those years.
"Centennial Clean Water Program" means the state program funded from various state sources.
"Contract Documents" means the contract between the RECIPIENT and the construction contractor for construction of
the project.
"Cost Effective Analysis" means a comparison of the relative cost -efficiencies of two or more potential ways of solving
a water quality problem as described in Chapter 173-98-730 WAC.
"Defease" or "Defeasance" means the setting aside in escrow or other special fund or account of sufficient investments
and money dedicated to pay all principal of and interest on all or a portion of an obligation as it comes due.
"Effective Date" means the earliest date on which eligible costs may be incurred.
"Effective Interest Rate" means the total interest rate established by Ecology that includes the Administrative Charge.
"Estimated Loan Amount" means the initial amount of funds loaned to the RECIPIENT.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
"Estimated Loan Repayment Schedule" means the schedule of loan repayments over the term of the loan based on the
Estimated Loan Amount.
"Equivalency" means projects designated by ECOLOGY to meet additional federal requirements.
"Final Accrued Interest" means the interest accrued beginning with the first disbursement of funds to the RECIPIENT
through such time as the loan is officially closed out and a final loan repayment schedule is issued.
"Final Loan Amount" means all principal of and interest on the loan from the Project Start Date through the Project
Completion Date.
"Final Loan Repayment Schedule" means the schedule of loan repayments over the term of the loan based on the Final
Loan Amount.
"Forgivable Principal" means the portion of a loan that is not required to be paid back by the borrower.
"General Obligation Debt" means an obligation of the RECIPIENT secured by annual ad valorem taxes levied by the
RECIPIENT and by the full faith, credit, and resources of the RECIPIENT.
"General Obligation Payable from Special Assessments Debt" means an obligation of the RECIPIENT secured by a
valid general obligation of the Recipient payable from special assessments to be imposed within the constitutional and
statutory tax limitations provided by law without a vote of the electors of the RECIPIENT on all of the taxable property
within the boundaries of the RECIPIENT.
Page 15 of 40
"Gross Revenue" means all of the earnings and revenues received by the RECIPIENT from the maintenance and
operation of the Utility and all earnings from the investment of money on deposit in the Loan Fund, except (i) Utility
Local Improvement Districts (ULID) Assessments, (ii) government grants, (iii) RECIPIENT taxes, (iv) principal
proceeds of bonds and other obligations, or (v) earnings or proceeds (A) from any investments in a trust, Defeasance, or
escrow fund created to Defease or refund Utility obligations or (B) in an obligation redemption fund or account other
than the Loan Fund until commingled with other earnings and revenues of the Utility or (C) held in a special account
for the purpose of paying a rebate to the United States Government under the Internal Revenue Code.
"Guidelines" means the ECOLOGY's Funding Guidelines that that correlate to the State Fiscal Year in which the
project is funded.
"Initiation of Operation Date" means the actual date the Water Pollution Control Facility financed with proceeds of the
loan begins to operate for its intended purpose.
"Loan" means the Washington State Water Pollution Control Revolving Fund Loan or Centennial Clean Water Fund
(Centennial) Loan made pursuant to this loan agreement.
"Loan Amount" means either an Estimated Loan Amount or a Final Loan Amount, as applicable.
"Loan Fund" means the special fund of that name created by ordinance or resolution of the RECIPIENT for the
repayment of the principal of and interest on the loan.
"Loan Security" means the mechanism by which the RECIPIENT pledges to repay the loan.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 16 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
"Loan Term" means the repayment period of the loan.
"Maintenance and Operation Expense" means all reasonable expenses incurred by the RECIPIENT in causing the
Utility to be operated and maintained in good repair, working order, and condition including payments to other parties,
but will not include any depreciation or RECIPIENT levied taxes or payments to the RECIPIENT in lieu of taxes.
"Net Revenue" means the Gross Revenue less the Maintenance and Operation Expense.
"Original Engineer's Estimate" means the engineer's estimate of construction costs included with bid documents.
"Principal and Interest Account" means, for a loan that constitutes Revenue -Secured Debt, the account of that name
created in the loan fund to be first used to repay the principal of and interest on the loan.
"Project" means the project described in this agreement.
"Project Completion Date" means the date specified in the agreement on which the Scope of Work will be fully
completed.
"Project Schedule" means that schedule for the project specified in the agreement.
"Reserve Account" means, for a loan that constitutes Revenue -Secured Debt, the account of that name created in the
loan fund to secure the payment of the principal of and interest on the loan.
"Revenue -Secured Debt" means an obligation of the RECIPIENT secured by a pledge of the revenue of a utility and
one not a general obligation of the RECIPIENT.
"Risk -Based Determination" means an approach to sub -recipient monitoring and oversight based on risk factors
associated to a RECIPIENT or project.
"Scope of Work" means the tasks and activities constituting the project.
"Section 319" means the section of the Clean Water Act that provides funding to address nonpoint sources of water
pollution.
"Senior Lien Obligations" means all revenue bonds and other obligations of the RECIPIENT outstanding on the date of
execution of this loan agreement (or subsequently issued on a parity therewith, including refunding obligations) or
issued after the date of execution of this loan agreement having a claim or lien on the Gross Revenue of the Utility prior
and superior to the claim or lien of the loan, subject only to Maintenance and Operation Expense.
"State Water Pollution Control Revolving Fund (Revolving Fund)" means the water pollution control revolving fund
established by Chapter 90.50A.020 RCW.
"Termination Date" means the effective date of ECOLOGY's termination of the agreement.
"Termination Payment Date" means the date on which the RECIPIENT is required to repay to ECOLOGY any
outstanding balance of the loan and all accrued interest.
"Total Eligible Project Cost" means the sum of all costs associated with a water quality project that have been
determined to be eligible for ECOLOGY grant or loan funding.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 17of40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
"Total Project Cost" means the sum of all costs associated with a water quality project, including costs that are not
eligible for ECOLOGY grant or loan funding.
"ULID" means any utility local improvement district of the RECIPIENT created for the acquisition or construction of
additions to and extensions and betterments of the Utility.
"ULID Assessments" means all assessments levied and collected in any ULID. Such assessments are pledged to be
paid into the Loan Fund (less any prepaid assessments permitted by law to be paid into a construction fund or account).
ULID Assessments will include principal installments and any interest or penalties which may be due.
"Utility" means the sewer system, stormwater system, or the combined water and sewer system of the RECIPIENT, the
Net Revenue of which is pledged to pay and secure the loan.
SECTION 2: THE FOLLOWING CONDITIONS APPLY TO ALL RECIPIENTS OF WATER QUALITY
COMBINED FINANCIAL ASSISTANCE FUNDING.
The Water Quality Financial Assistance Funding Guidelines are included in this agreement by reference.
A. Architectural and Engineering Services: The RECIPIENT certifies by signing this agreement that the requirements
of Chapter 39.80 RCW, "Contracts for Architectural and Engineering Services," have been, or shall be, met_ in
procuring qualified architectural/engineering services. The RECIPIENT shall identify and separate eligible and
ineligible costs in the final negotiated agreement and submit a copy of the agreement to ECOLOGY.
B. Best Management Practices (BMP) Implementation: If the RECIPIENT installs BMPs that are not approved by
ECOLOGY prior to installation, the RECIPIENT assumes the risk that part or all of the reimbursement for that activity
may be delayed or ineligible. For more details regarding BMP Implementation, please reference the Water Quality
Financial Assistance Funding Guidelines available on ECOLOGY's Water Quality Program funding website.
C. Cultural and Historic Resources Protection Compliance with Environmental Laws and Regulations. The
RECIPIENT shall:
1) The RECIPIENT shall comply with all applicable federal, state and local environmental laws, statutes, regulations,
executive orders, and permits.
2) The RECIPIENT shall comply with Ecology's Archaeological Resource and Historic Property review process. The
RECIPIENT agrees that in no case shall construction activities, ground disturbance, or excavation of any kind, begin
until provisions of this process are complied with. The RECIPIENT is responsible for developing a complete
Inadvertent Discovery Plan (IDP). The IDP must be immediately available by request by any party. An IDP must be
immediately available and be implemented to address any discovery. The RECIPIENT will implement the procedures
in the IDP, and immediately notify ECOLOGY, the Department of Archeology and Historic Preservation (DAHP), and
tribal representatives if human remains, cultural, or archeological resources are discovered in the course of construction.
For more details regarding requirements under this provision, please reference the Water Quality Financial Assistance
Funding Guidelines available on ECOLOGY's Water Quality Program funding website.
D. Electronic Fund Transfers: The RECIPIENT must register as a statewide vendor in order to receive payment
reimbursement. Washington State's Department of Enterprise Services (DES) issues all payments. DES maintains a
central vendor file for Washington State agency use to process vendor payments. The RECIPIENT can complete the
registration process online at http://des.wa.gov/services/ContractingPurchasing/Business/VendorPay/Pages/default.aspx.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 18 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
This registration process also allows The RECIPIENT to sign up for direct deposit payments, also known as electronic
fund transfers (EFT). If The RECIPIENT have questions about the vendor registration process or setting up direct
deposit payments contact DES at the Payee Help Desk at (360) 664-7779 or payeehelpdesk(a�des.wa.gov.
E. Equipment Purchase: Equipment not included in the scope of work or a construction plan and specification approval
must be pre -approved by ECOLOGY's project manager before purchase.
F. Funding Recognition: The RECIPIENT must inform the public about ECOLOGY or any EPA (see Section 3 for
Section 319 funded projects or 7 for SRF funded projects) funding participation in this project through the use of
project signs, acknowledgement in published materials, reports, the news media, websites, or other public
announcements. Projects addressing site-specific locations must utilize appropriately sized and weather -resistant signs.
Sign logos are available from ECOLOGY's Financial Manager upon request.
G. Growth Management Planning: The RECIPIENT certifies by signing this agreement that it is in compliance with the
requirements of Chapter 36.70A RCW, "Growth Management Planning by Selected Counties and Cities." If the status
of compliance changes, either through RECIPIENT or legislative action, the RECIPIENT shall notify ECOLOGY in
writing of this change within 30 days.
H. Interlocal: The RECIPIENT certifies by signing this agreement that all negotiated 'interlocal agreements necessary
for the project are, or shall be, consistent with the terms of this agreement and Chapter 39.34 RCW, "Interlocal
Cooperation Act." The RECIPIENT shall submit a copy of each interlocal agreement necessary for the project to
ECOLOGY.
1. Lobbying and Litigation: Costs incurred for the purposes of lobbying or litigation are not eligible for funding under
this agreement.
J. Post Project Assessment Survey: The RECIPIENT agrees to participate in a brief survey regarding the key project
results or water quality project outcomes and the status of long-term environmental results or goals from the project
approximately three years after project completion. A representative from ECOLOGY's Water Quality Program may
contact the RECIPIENT to request this data. ECOLOGY may also conduct site interviews and inspections, and may
otherwise evaluate the project, as part of this assessment.
K. Project Status Evaluation: ECOLOGY may evaluate the status of this project 18 months from the effective date of
this agreement. ECOLOGY's Project Manager and Financial Manager will meet with the RECIPIENT to review
spending trends, completion of outcome measures, and overall project administration and performance. If the
RECIPIENT fails to make satisfactory progress toward achieving project outcomes, ECOLOGY may change the scope
of work, reduce grant funds, or increase oversight measures.
L. Technical Assistance: Technical assistance for agriculture activities provided under the terms of this agreement will
be consistent with the current U.S. Natural Resource Conservation Service ("NRCS") Field Office Technical Guide for
Washington State. However, ECOLOGY may accept as eligible technical assistance, proposed practices, or project
designs that do not meet these standards if approved in writing by the NRCS and ECOLOGY.
SECTION 3: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND ONLY CENTENNIAL CLEAN
WATER FUNDED PROJECTS BEING USED TO MATCH SECTION 319 FUNDS.
The RECIPIENT must submit the following documents to ECOLOGY before this agreement is signed by ECOLOGY:
1. Federal Funding Accountability and Transparency Act (FFATA) Form, available on the Water Quality Program
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 19 of40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
website.
2. Clean Water Act Section 319 Initial Data Reporting Sheet or the "Section 319 Initial Data Reporting" form in EAGL.
A. Disadvantaged Business Enterprise (DBE):
GENERAL COMPLIANCE, 40 CFR, Part 33 - The RECIPIENT agrees to comply with the requirements of EPA's
Program for Utilization of Small, Minority and Women's Business Enterprises (MBE/WBE) in procurement under
assistance agreements, contained in 40 CFR, Part 33.
FAIR SHARE OBJECTIVES, 40 CFR, Part 33, Subpart D - A RECIPIENT must negotiate with the appropriate EPA
award official or his/her designee, fair share objectives for MBE and WBE participation in procurement under the
financial assistance agreements.
Current Fair Share Objective/Goal - The dollar amount of this assistance agreement is over $250,000; or the total dollar
amount of all of the RECIPIENT's non -TAG assistance agreements from EPA in the current fiscal year is over
$250,000. The Washington State Department of Ecology has negotiated the following, applicable MBE/WBE fair share
objectives/goals with EPA as follows:
MBE: SUPPLIES 8.00%; SERVICES 10.00%; EQUIPMENT 8.00%; CONSTRUCTION 10.00%
WBE: SUPPLIES 4.00%; SERVICES 4.00%; EQUIPMENT 4.001/a; CONSTRUCTION 6.00%
Negotiating Fair Share Objectives/Goals, 40 CFR, Section 33.404 - If the RECIPIENT has not yet negotiated its
MBE/WBE fair share objectives/goals, the RECIPIENT agrees to submit proposed MBE/WBE objectives/goals based
on an availability analysis, or disparity study, of qualified MBEs and WBEs in their relevant geographic buying market
for construction, services, supplies and equipment.
The RECIPIENT agrees to submit proposed fair share objectives/goals, together with the supporting availability
analysis or disparity study, to the Regional MBE/WBE Coordinator within 120 days of its acceptance of the financial
assistance award. EPA shall respond to the proposed fair share objective/goals within 30 days of receiving the
submission. If proposed fair share objective/goals are not received within the 120 day time frame, the recipient may not
expend its EPA funds for procurements until the proposed fair share objective/goals are submitted.
SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C - Pursuant to 40 CFR, Section 33.301, the RECIPIENT
agrees to make the following good faith efforts whenever procuring construction, equipment, services and supplies
under an EPA financial assistance agreement, and to ensure that sub -recipients, loan recipients, and prime contractors
also comply. Records documenting compliance with the six good faith efforts shall be retained:
(a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and
recruitment activities. For Indian Tribal, State, Local and Government recipients, this shall include placing DBEs on
solicitation lists and soliciting them whenever they are potential sources.
(b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and
establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by
DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a
minimum of 30 calendar days before the bid or proposal closing date.
(c) Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs: For
Indian Tribal, State and Local Government recipients, this shall include dividing total requirements when economically
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process.
(d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle
individually.
(e) Use the services and assistance of the SBA and the Minority Business Development Agency of the Department of
Commerce.
(f) If the prime contractor awards subcontracts, require the prime contractor to take the steps in paragraphs (a) through
(e) of this section.
B. Funding Recognition and Outreach: In addition to Section 2.17 of these Terms and Conditions, the RECIPIENT shall
provide signage that informs the public that the project is funded by EPA. The signage shall contain the EPA logo and
follow usage requirements available at http://www2.epa.gov/stylebook/using-epa-seal-and-logo. To obtain the
appropriate EPA logo or seal graphic file, the RECIPIENT may sent a request to their Ecology's Financial Manager.
Page 20 of 40
To increase public awareness of projects serving communities where English is not the predominant language,
RECIPIENTS are encouraged to provide their outreach strategies communication in non-English languages. Translation
costs for this purpose are allowable, provided the costs are reasonable.
The RECIPIENT shall use the following paragraph in all reports, documents, and signage developed under this
agreement:
"This project has been funded wholly or in part by the United States Environmental Protection Agency under an
assistance agreement to the Washington State Department of Ecology. The contents of this document do not necessarily
reflect the views and policies of the Environmental Protection Agency, nor does the mention of trade names or
commercial products constitute endorsement or recommendation for use."
C. Data Reporting: The RECIPIENT must complete and submit the "Clean Water Act Section 319 Initial Data
Reporting Sheet" to ECOLOGY's Financial Manager with the signed agreement. The form is available in EAGL.
D. Load Reduction Reporting: The RECIPIENT shall complete and submit a "Clean Water Act Section 319 Load
Reductions Reporting Form" to ECOLOGY's Financial Manager by January 15 of each year and at project close-out.
ECOLOGY may hold reimbursements until the RECIPIENT has submitted the completed form to the Financial
Manager. This form is used to gather information on pollutant load reduction for each best management practice
(BMP) installed as a part of this project. The form is available in EAGL.
E. Time Extension: The RECIPIENT may request a one-time extension for up to 12 months. However, the time
extension cannot exceed the time limitation established in EPA's assistance agreement. In the event a time extension is
requested and approved by ECOLOGY, the RECIPIENT must complete all eligible work performed under this
agreement by the expiration date.
SECTION 6: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND STATE REVOLVING FUND
(SRF) LOAN FUNDED PROJECTS ONLY.
A. Audit Requirements: In accordance with 2 CFR 200.501(a), the RECIPIENT agrees to obtain a single audit from an
independent auditor, if their organization expends $750,000 or more in total Federal funds in their fiscal year. The
RECIPIENT must submit the form SF -SAC and a Single Audit Report Package within 9 months of the end of the fiscal
year or 30 days after receiving the report from an independent auditor. The SF -SAC and a Single Audit Report Package
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 21 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
MUST be submitted using the Federal Audit Clearinghouse's Internet Data Entry System available at:
https://harvester.census.gov/fac/collect/ddeindex.html. For complete information on how to accomplish the single audit
submissions, go to the Federal Audit Clearinghouse Web site: http://harvester.census.gov/fac/.
B. Archaeological Resources and Historic Properties (Section 106): See Section 2.0 of the terms and conditions of this
agreement, the RECIPIENT shall comply with the additional requirements under section 106 of the National Historic
Preservation Act (NHPA, 36 CFR 800)
C. Data Universal Numbering System (DUNS) and Central Contractor Registration (CCR) Requirements:
RECIPIENTs shall have a DUNS number. Unless exempted from this requirement under 2 CFR 25.110, the
RECIPIENT must ensure that the organization's information in the System for Award Management (SAM),
https://www.sam.gov, is kept current through project closeout. This requires that the RECIPIENT reviews and updates
the information at least annually after the initial registration, and more frequently if information changes.
D. Electronic and Information Technology (EIT) Accessibility: RECIPIENTs shall ensure that loan funds provided
under this agreement for costs incurred in the development or purchase of EIT systems or products provide individuals
with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a
program, including those offered through electronic and information technology as per Section 504 of the
Rehabilitation Act, codified in 40 CFR Part 7. Systems or products funded under this agreement must be designed to
meet the diverse needs of users without barriers or diminished function or quality. Systems shall include usability
features or functions that accommodate the needs of persons with disabilities, including those who use assistive
technology.
E. Hotel -Motel Fire Safety Act: The RECIPIENT shall ensure that all space for conferences, meetings, conventions or
training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of
the Hotel and Motel Fire Safety Act (15 USC 2225a, PL 101-391, as amended). Recipients may search the Hotel -Motel
National Master List at http://www.usfa.dhs.gov/applications/hotel/ to see if a property is in compliance, or to find
other information about the Act. Pursuant to 15 USC 2225a
F. Payment to Consultants: The RECIPIENT shall ensure that loan funds provided under this agreement to reimburse
for costs incurred by individual consultants (excluding overhead) is limited to the maximum daily rate for Level IV of
the Executive Schedule (formerly GS -18), to be adjusted annually. This limit applies to consultation services of
designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include
transportation and subsistence costs for travel performed. Contracts for services awarded using the procurement
requirements in 40 CFR Parts 30 or 31, as applicable, are not affected by this limitation unless the terms of the contract
provide the RECIPIENT with responsibility for the selection, direction, and control of the individuals who shall be
providing services under the contract at an hourly or daily rate of compensation. See 40 CFR 30.27(b) or 40 CFR
31.360) for additional information.
G. Trafficking In Persons: The RECIPIENT and RECIPIENT employees that are private entities shall not engage in
forms of trafficking in persons during the period of time this agreement is effective. This includes, but is not limited to
the procurement of a commercial sex act or forced labor. The RECIPIENT shall notify ECOLOGY immediately of any
information received from any source alleging a violation under this provision.
SECTION 7: THE FOLLOWING CONDITIONS APPLY TO STATE REVOLVING FUND (SRF) LOAN FUNDED
PROJECTS ONLY.
The RECIPIENT must submit the following documents/forms to ECOLOGY before this agreement is signed by
ECOLOGY:
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 22 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
1. Opinion of RECIPIENT's Legal Council
2. Authorizing Ordinance or Resolution
3. Federal Funding Accountability and Transparency Act (FFATA) Form
4. CWSRF Federal Reporting Information form available in EAGL.
5. Fiscal Sustainability Plan Certification (only required if the project includes construction of a wastewater or
stormwater facility construction.)
A. Alteration and Eligibility of Project: During the term of this agreement, the RECIPIENT (1) shall not materially alter
the design or structural character of the project without the prior written approval of ECOLOGY and (2) shall take no
action which would adversely affect the eligibility of the project as defined by applicable funding program rules and
state statutes, or which would cause a violation of any covenant, condition, or provision herein.
B. American Iron and Steel (Buy American): This loan provision applies to projects for the construction, alteration,
maintenance, or repair of a "treatment works" as defined in the Federal Water Pollution Control Act (33 USC 1381 et
seq.) The RECIPIENT shall ensure that all iron and steel products used in the project are produced in the United States.
Iron and Steel products means the following products made primarily of iron or steel: lined or unlined pipes and
fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves,
structural steel, reinforced precast concrete, and construction materials. The RECIPIENT may request waiver from this
requirement from the Administrator of the Environmental Protection Agency. The RECIPIENT must coordinate all
waiver requests through ECOLOGY. This provision does not apply if the engineering plans and specifications for the
project were approved by ECOLOGY prior to January 17, 2014. ECOLOGY reserves the right to request
documentation of RECIPIENT'S compliance with this provision.
C. Authority of RECIPIENT: This agreement is authorized by the Constitution and laws of the state of Washington,
including the RECIPIENT's authority, and by the RECIPIENT pursuant to the authorizing ordinance or resolution. The
RECIPIENT shall submit a copy of the authorizing ordinance or resolution to the ECOLOGY Financial Manager before
this agreement shall be signed by ECOLOGY.
D. Fiscal Sustainability Plan Certification: The RECIPIENT shall submit a completed Fiscal Sustainability Plan
Certification before this agreement is signed by ECOLOGY. The Fiscal Sustainability Plan Certification is available
from the ECOLOGY Financial Manager or on the Water Quality Program website.
E. Disadvantaged Business Enterprise (DBE): General Compliance, 40 CFR, Part 33. The RECIPIENT agrees to
comply with the requirements of the Environmental Protection Agency's Program for Utilization of Small, Minority,
and Women's Business Enterprises (MBE/WBE) 40CFR, Part 33 in procurement under this agreement.
Non-discrimination Provision. The RECIPIENT shall not discriminate on the basis of race, color, national origin or sex
in the performance of this agreement. The RECIPIENT shall carry out applicable requirements of 40 CFR Part 33 in the
award and administration of contracts awarded under EPA financial assistance agreements. Failure by the RECIPIENT
to carry out these requirements is a material breach of this agreement which may result in the termination of this
contract or other legally available remedies.
The RECIPIENT shall comply with all federal and state nondiscrimination laws, including, but not limited to Title VI
and VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education
Amendments of 1972, the Age Discrimination Act of 1975, and Chapter 49.60 RCW, Washington's Law Against
Discrimination, and 42 U.S.C. 12101 et seq, the Americans with Disabilities Act (ADA).
In the event of the RECIPIENT's noncompliance or refusal to comply with any applicable nondiscrimination law,
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 23 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
regulation, or policy, this agreement may be rescinded, canceled, or terminated in whole or in part, and the RECIPIENT
may be declared ineligible for further funding from ECOLOGY. The RECIPIENT shall, however, be given a
reasonable time in which to cure this noncompliance.
Fair Share Objective/Goals, 40 CFR, Part 33, Subpart D. If the dollar amount of this agreement or the total dollar
amount of all of the RECIPIENT's financial assistance agreements in the current federal fiscal year from the Revolving
Fund is over $250,000, the RECIPIENT accepts the applicable MBE/WBE fair share objectives/goals negotiated with
EPA by the Office of Minority Women Business Enterprises as follows:
Construction 10.00% MBE 6.00% WBE
Supplies 8.00% MBE 4.00% WBE
Services 10.00% MBE 4.00% WBE
Equipment 8.00% MBE 8.00% WBE
By signing this agreement the RECIPIENT is accepting the fair share objectives/goals stated above and attests to the
fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or similar
relevant geographic buying market as Office of Minority Women Business Enterprises.
Six Good Faith Efforts, 40 CFR, Part 33, Subpart C. The RECIPIENT agrees to make the following good faith efforts
whenever procuring construction, equipment, services and supplies under this agreement. Records documenting
compliance with the following six good faith efforts shall be retained:
1) Ensuring Disadvantaged Business Enterprises are made aware of contracting opportunities to the fullest extent
practicable through outreach and recruitment activities. For Indian Tribal, State and Local and Government
RECIPIENTs, this shall include placing Disadvantaged Business Enterprises on solicitation lists and soliciting them
whenever they are potential sources. Qualified Women and Minority business enterprises may be found on the Internet
at www.omwbe.wa.gov or by contacting the Washington State Office of Minority and Women's Enterprises at
866-208-1064.
2) Making information on forthcoming opportunities available to Disadvantaged Business Enterprises and arrange time
frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and
facilitates participation by Disadvantaged Business Enterprises in the competitive process. This includes, whenever
possible, posting solicitations for bids or proposals for a minimum of thirty (30) calendar days before the bid or
proposal closing date.
3) Considering in the contracting process whether firms competing for large contracts could subcontract with
Disadvantaged Business Enterprises. For Indian Tribal, State and Local Government RECIPIENTs, this shall include
dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum
participation by Disadvantaged Business Enterprises in the competitive process.
4) Encourage contracting with a consortium of Disadvantaged Business Enterprises when a contract is too large for one
of these firms to handle individually.
5) Using services and assistance of the Small Business Administration and the Minority Business Development Agency
of the Department of Commerce.
6) If the prime contractor awards subcontracts, requiring the subcontractors to take the five good faith efforts in
paragraphs 1 through 5 above.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
MBE/WBE Reporting, 40 CFR, Part 33, Sections 33.302, 33.502 and 33.503. The RECIPIENT agrees to provide
forms: EPA Form 6100-2 DBE Subcontractor Participation Form and EPA Form 6100-3 DBE Subcontractor
Performance Form to all its DBE subcontractors, and EPA Form 6100-4 DBE Subcontractor Utilization Form to all its
prime contractors. These forms are available on ECOLOGY's Water Quality Program funding website.
EPA Form 6100-2 — The RECIPIENT must document that this form was received by DBE subcontractor. DBE
subcontractors may submit the completed form to the EPA Region 10 DBE coordinator in order to document issues or
concerns with their usage or payment for a subcontract.
EPA Form 6100-3 — This form must be completed by DBE subcontractor(s), submitted with bid, and kept with the
contract.
EPA Form 6100-4 — This form must be completed by the prime contractor, submitted with bid, and kept with the
contract.
The RECIPIENT also agrees to submit ECOLOGY's MBE/WBE participation report Form D with each payment
request.
Contract Administration Provisions, 40 CFR, Section 33.302. The RECIPIENT agrees to comply with the contract
administration provisions of 40 CFR, Section 33.302. The RECIPIENT also agrees to ensure that RECIPIENTs of
identified loans also comply with provisions of 40CFR, Section 33.302.
The RECIPIENT shall include the following terms and conditions in contracts with all contractors, subcontractors,
engineers, vendors, and any other entity for work or services pertaining to this agreement.
"The Contractor will not discriminate on the basis of race, color, national origin or sex in the performance of this
Contract. The Contractor will carry out applicable requirements of 40 CFR Part 33 in the award and administration of
contracts awarded under Environmental Protection Agency financial agreements. Failure by the Contractor to carry out
these requirements is a material breach of this Contract which may result in termination of this Contract or other legally
available remedies."
Bidder List, 40 CFR, Section 33.501(b) and (c). The RECIPIENT agrees to create and maintain a bidders list. The
bidders list shall include the following information for all firms that bid or quote on prime contracts, or bid or quote
subcontracts, including both MBE/WBEs and non-MBE/WBEs.
1. Entity's name with point of contact
2. Entity's mailing address, telephone number, and e-mail address
3. The procurement on which the entity bid or quoted, and when
4. Entity's status as an MBE/WBE or non-MBE/WBE
F. Free Service: The RECIPIENT shall not furnish utility service to any customer free of charge if providing that free
service affects the RECIPIENT's ability to meet the obligations of this agreement.
Page 24 of 40
G. Insurance: The RECIPIENT shall at all times carry fire and extended coverage, public liability and property damage,
and such other forms of insurance with responsible insurers and with policies payable to the RECIPIENT on such of the
buildings, equipment, works, plants, facilities, and properties of the Utility as are ordinarily carried by municipal or
privately -owned utilities engaged in the operation of like systems, and against such claims for damages as are ordinarily
carried by municipal or privately -owned utilities engaged in the operation of like systems, or it shall self -insure or.
participate in an insurance pool or pools with reserves adequate, in the reasonable judgment of the RECIPIENT, to
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 25of40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
protect it against loss.
H. Loan Interest Rate and Terms: This loan agreement shall remain in effect until the date of final repayment of the
loan, unless terminated earlier according to the provisions herein.
When the Project Completion Date has occurred, ECOLOGY and the RECIPIENT shall execute an amendment to this
loan agreement which details the final loan amount (Final Loan Amount), and ECOLOGY shall prepare a final loan
repayment schedule. The Final Loan Amount shall be the combined total of actual disbursements made on the loan and
all accrued interest to the computation date.
The Estimated Loan Amount and the Final Loan Amount (in either case, as applicable, a "Loan Amount") shall bear
interest based on the interest rate identified in this agreement as the "Effective Interest Rate," per annum, calculated on
the basis of a 365 day year. Interest on the Estimated Loan Amount shall accrue from and be compounded monthly
based on the date that each payment is mailed to the RECIPIENT. The Final Loan Amount shall be repaid in equal
installments semiannually over the term of this loan "Loan Term" as outlined in this agreement.
I. Loan Repayment:
Sources of Loan Repayment
1. Nature of RECIPIENT's Obligation. The obligation of the RECIPIENT to repay the loan from the sources identified
below and to perform and observe all of the other agreements and obligations on its part contained herein shall be
absolute and unconditional, and shall not be subject to diminution by setoff, counterclaim, or abatement of any kind. To
secure the repayment of the loan from ECOLOGY, the RECIPIENT agrees to comply with all of the covenants,
agreements, and attachments contained herein.
2. For General Obligation. This loan is a General Obligation Debt of the RECIPIENT.
3. For General Obligation Payable from Special Assessments. This loan is a General Obligation Debt of the
RECIPIENT payable from special assessments to be imposed within the constitutional and statutory tax limitations
provided by law without a vote of the electors of the RECIPIENT on all of the taxable property within the boundaries of
the RECIPIENT.
4. For Revenue -Secured: Lien Position. This loan is a Revenue -Secured Debt of the RECIPIENT's Utility. This loan
shall constitute a lien and charge upon the Net Revenue junior and subordinate to the lien and charge upon such Net
Revenue of any Senior Lien Obligations.
In addition, if this loan is also secured by Utility Local Improvement Districts (ULID) Assessments, this loan shall
constitute a lien upon ULID Assessments in the ULID prior and superior to any other charges whatsoever.
5. Other Sources of Repayment. The RECIPIENT may repay any portion of the loan from any funds legally available to
it.
6. Defeasance of the Loan. So long as ECOLOGY shall hold this loan, the RECIPIENT shall not be entitled to, and
shall not affect, an economic Defeasance of the loan. The RECIPIENT shall not advance refund the loan.
If the RECIPIENT defeases or advance refunds the loan, it shall be required to use the proceeds thereof immediately
upon their receipt, together with other available RECIPIENT funds, to repay both of the following:
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Agreement No: WQC-2016-Edmond-00162 Page 26 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
(i) The Loan Amount with interest
(ii) Any other obligations of the RECIPIENT to ECOLOGY under this agreement, unless in its sole discretion
ECOLOGY finds that repayment from those additional sources would not be in the public interest.
Failure to repay the Loan Amount plus interest within the time specified in ECOLOGY's notice to make such
repayment shall incur Late Charges and shall be treated as a Loan Default.
7. Refinancing or Early Repayment of the Project. So long as ECOLOGY shall hold this loan, the RECIPIENT shall
give ECOLOGY thirty days written notice if the RECIPIENT intends to refinance or make early repayment of the loan.
Method and Conditions on Repayments
1. Semiannual Payments. Notwithstanding any other provision of this agreement, the first semiannual payment of
principal and interest on this loan shall be due and payable no later than one year after the project completion date or
initiation of operation date, whichever comes first.
Thereafter, equal payments shall be due every six months.
If the due date for any semiannual payment falls on a Saturday, Sunday, or designated holiday for Washington State
agencies, the payment shall be due on the next business day for Washington State agencies.
Payments shall be mailed to:
Department of Ecology
Cashiering Unit
P.O. Box 47611
Olympia WA 98504-7611
In lieu of mailing payments, electronic fund transfers can be arranged by working with ECOLOGY's Financial
Manager.
No change to the amount of the semiannual principal and interest payments shall be made without a formal amendment
to this agreement. The RECIPIENT shall continue to make semiannual payments based on this agreement until the
amendment is effective, at which time the RECIPIENT's payments shall be made pursuant to the amended agreement.
2. Late Charges. If any amount of the Final Loan Amount or any other amount owed to ECOLOGY pursuant to this
agreement remains unpaid after it becomes due and payable, ECOLOGY may assess a late charge. The late charge shall
be one percent per month on the past due amount starting on the date the debt becomes past due and until it is paid in
full.
3. Repayment Limitations. Repayment of the loan is subject to the following additional limitations, among others:
those on defeasance, refinancing and advance refunding, termination, and default and recovery of payments.
4. Prepayment of Loan. So long as ECOLOGY shall hold this loan, the RECIPIENT may prepay the entire unpaid
principal balance of and accrued interest on the loan or any portion of the remaining unpaid principal balance of the
Loan Amount. Any prepayments on the loan shall be applied first to any accrued interest due and then to the
outstanding principal balance of the Loan Amount. If the RECIPIENT elects to prepay the entire remaining unpaid
balance and accrued interest, the RECIPIENT shall first contact ECOLOGY's Revenue/Receivable Manager of the
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Agreement No: WQC-2016-Edmond-00162 Page 27 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Fiscal Office.
J. Loan Security
Due Regard: For loans secured with a Revenue Obligation: The RECIPIENT shall exercise due regard for Maintenance
and Operation Expense and the debt service requirements of the Senior Lien Obligations and any other outstanding
obligations pledging the Gross Revenue of the Utility, and it has not obligated itself to set aside and pay into the loan
Fund a greater amount of the Gross Revenue of the Utility than, in its judgment, shall be available over and above such
Maintenance and Operation Expense and those debt service requirements.
Levy and Collection of Taxes (if used to secure the repayment of the loan): For so long as the loan is outstanding, the
RECIPIENT irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory
tax limitations provided by law without a vote of its electors on all of the taxable property within the boundaries of the
RECIPIENT in an amount sufficient, together with other money legally available and to be used therefore, to pay when
due the principal of and interest on the loan, and the full faith, credit and resources of the RECIPIENT are pledged
irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest.
Not an Excess Indebtedness: For loans secured with a general obligation pledge or a general obligation pledge on
special assessments: The RECIPIENT agrees that this agreement and the loan to be made do not create an indebtedness
of the RECIPIENT in excess of any constitutional or statutory limitations.
Pledge of Net Revenue and ULID Assessments in the ULID (if used to secure the repayment of this loan): For so long
as the loan is outstanding, the RECIPIENT irrevocably pledges the Net Revenue of the Utility, including applicable
ULID Assessments in the ULID, to pay when due the principal of and interest on the loan.
Reserve Requirement: For loans that are Revenue -Secured Debt with terms greater than five years, the RECIPIENT
must accumulate a reserve for the loan equivalent to at least the Average Annual Debt Service on the loan during the
first five years of the repayment period of the loan. This amount shall be deposited in a Reserve Account in the Loan
Fund in approximately equal annual payments commencing within one year after the initiation of operation or the
project completion date, whichever comes first.
"Reserve Account" means, for a loan that constitutes Revenue -Secured Debt, an account of that name created in the
Loan Fund to secure the payment of the principal and interest on the loan. The amount on deposit in the Reserve
Account may be applied by the RECIPIENT (1) to make, in part or in full, the final repayment to ECOLOGY of the
loan amount or, (2) if not so applied, for any other lawful purpose of the RECIPIENT once the Loan Amount, plus
interest and any other amounts owing to ECOLOGY, have been paid in full.
Utility Local Improvement District (ULID) Assessment Collection (if used to secure the repayment of the loan): All
ULID Assessments in the ULID shall be paid into the loan Fund and used to pay the principal of and interest on the
loan. The ULID Assessments in the ULID may be deposited into the Reserve Account to satisfy a Reserve Requirement
if a Reserve Requirement is applicable.
K. Maintenance and Operation of a Funded Utility: The RECIPIENT shall at all times maintain and keep a funded
Utility in good repair, working order and condition and also shall at all times operate the Utility and the business in an
efficient manner and at a reasonable cost.
L. Opinion of RECIPIENT's Legal Counsel: The RECIPIENT must submit an "Opinion of Legal Counsel to the
RECIPIENT" to ECOLOGY before this agreement shall be signed. ECOLOGY will provide the form.
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
M. Prevailing Wage (Davis -Bacon Act): The RECIPIENT agrees, by signing this agreement, to comply with the
Davis -Bacon Act prevailing wage requirements. This applies to the construction, alteration, and repair of treatment
works carried out in whole or in part with assistance made available by the State Revolving Fund as authorized by
Section 513, title VI of the Federal Water Pollution Control Act (33 U.S.C. 1372). Laborers and mechanics employed
by contractors and subcontractors shall be paid wages not less often than once a week and at rates not less than those
prevailing on projects of a character similar in the locality as determined by the Secretary of Labor.
The RECIPIENT shall obtain the wage determination for the area in which the project is located prior to issuing
requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation). These wage determinations
shall be incorporated into solicitations and any subsequent contracts. The RECIPIENT shall ensure that the required
EPA contract language regarding Davis -Bacon Wages is in all contracts and sub contracts in excess of $2,000. The
RECIPIENT shall maintain records sufficient to document compliance with the Davis -Bacon Act, and make such
records available for review upon request.
The RECIPIENT also agrees, by signing this agreement, to comply with State Prevailing Wages on Public Works,
Chapter 39.12 RCW, as applicable. Compliance may include the determination whether the project involves "public
work" and inclusion of the applicable prevailing wage rates in the bid specifications and contracts. The RECIPIENT
agrees to maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and make such records
available for review upon request.
N. Litigation; Authority: No litigation is now pending, or to the RECIPIENT's knowledge, threatened, seeking to
restrain, or enjoin:
(i) the execution of this agreement; or
(ii) the fixing or collection of the revenues, rates, and charges or the formation of the ULID and the levy and collection
of ULID Assessments therein pledged to pay the principal of and interest on the loan (for revenue secured lien
obligations); or
(iii) the levy and collection of the taxes pledged to pay the principal of and interest on the loan (for general
obligation -secured loans and general obligation payable from special -assessment -secured loans); or
(iv) in any manner questioning the proceedings and authority under which the agreement, the loan, or the project are
authorized. Neither the corporate existence or boundaries of the RECIPIENT nor the title of its present officers to their
respective offices is being contested. No authority or proceeding for the execution of this agreement has been repealed,
revoked, or rescinded.
O. Representations and Warranties: The RECIPIENT represents and warrants to ECOLOGY as follows:
Application: Material Information. All information and materials submitted by the RECIPIENT to ECOLOGY in
connection with its loan application were, when made, and are, as of the date the RECIPIENT signs this agreement, true
and correct. There is no material adverse information relating to the RECIPIENT, the project, the loan, or this
agreement known to the RECIPIENT which has not been disclosed in writing to ECOLOGY.
Existence; Authority. It is a duly formed and legally existing municipal corporation or political subdivision of the state
of Washington or a federally recognized Indian Tribe. It has full corporate power and authority to execute, deliver, and
perform all of its obligations under this agreement and to undertake the project identified herein.
Certification. Each payment request shall constitute a certification by the RECIPIENT to the effect that all
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
representations and warranties made in this loan agreement remain true as of the date of the request and that no adverse
developments, affecting the financial condition of the RECIPIENT or its ability to complete the project or to repay the
principal of or interest on the loan, have occurred since the date of this loan agreement. Any changes in the
RECIPIENT's financial condition shall be disclosed in writing to ECOLOGY by the RECIPIENT in its request for
payment.
P. Sale or Disposition of Utility: The RECIPIENT will not sell, transfer, or otherwise dispose of any of the works,
plant, properties, facilities, or other part of the Utility or any real or personal property comprising a part of the Utility
unless:
1. The facilities or property transferred are not material to the operation of the Utility, or have become
unserviceable, inadequate, obsolete, or unfit to be used in the operation of the Utility or are no longer necessary,
material, or useful to the operation of the Utility; or
2. The aggregate depreciated cost value of the facilities or property being transferred in any fiscal year comprises
no more than three percent of the total assets of the Utility; or
3. The RECIPIENT receives from the transferee an amount equal to an amount which will be in the same
proportion to the net amount of Senior Lien Obligations and this LOAN then outstanding (defined as the total amount
outstanding less the amount of cash and investments in the bond and loan funds securing such debt) as the Gross
Revenue of the Utility from the portion of the Utility sold or disposed of for the preceding year bears to the total Gross
Revenue for that period.
4. Expressed written agreement by the DEPARTMENT.
The proceeds of any transfer under this paragraph must be used (1) to redeem promptly, or irrevocably set aside for the
redemption of, Senior Lien Obligations and to redeem promptly the loan, and (2) to provide for part of the cost of
additions to and betterments and extensions of the Utility.
Q. Sewer -Use Ordinance or Resolution: If not already in existence, the RECIPIENT shall adopt and shall enforce a
sewer -use ordinance or resolution. Such ordinance or resolution shall be submitted to ECOLOGY upon request.
The sewer use ordinance must include provisions to:
1) Prohibit the introduction of toxic or hazardous wastes into the RECIPIENT's sewer system.
2) Prohibit inflow of stormwater.
3) Require that new sewers and connections be properly designed and constructed.
4) Require connections necessary to meet debt obligations associated with the planning and construction of this facility
as well as the expected costs of operation and maintenance.
R. Termination and Default:
Termination and Default Events
1. For Insufficient ECOLOGY or RECIPIENT Funds. ECOLOGY may terminate this loan agreement for insufficient
ECOLOGY or RECIPIENT funds.
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
2. For Failure to Commence Work. ECOLOGY may terminate this loan agreement for failure of the RECIPIENT to
commence project work.
3. Past Due Payments. The RECIPIENT shall be in default of its obligations under this loan agreement when any loan
repayment becomes 60 days past due.
4. Other Cause. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance in full
by the RECIPIENT of all of its obligations under this loan agreement. The RECIPIENT shall be in default of its
obligations under this loan agreement if, in the opinion of ECOLOGY, the RECIPIENT has unjustifiably failed to
perform any obligation required of it by this loan agreement.
Procedures for Termination. If this loan agreement is terminated prior to project completion, ECOLOGY shall provide
to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination
(the "Termination Date"). The written notice of termination by the ECOLOGY shall specify the Termination Date and,
when applicable, the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued
interest (the "Termination Payment Date").
Termination and Default Remedies
No Further Payments. On and after the Termination Date, or in the event of a default event, ECOLOGY may, at its sole
discretion, withdraw the loan and make no further payments under this agreement.
Repayment Demand. In response to an ECOLOGY initiated termination event, or in response to a loan default event,
ECOLOGY may at its sole discretion demand that the RECIPIENT repay the outstanding balance of the Loan Amount
and all accrued interest.
Interest after Repayment Demand. From the time that ECOLOGY demands repayment of funds, amounts owed by the
RECIPIENT to ECOLOGY shall accrue additional interest at the rate of one percent per month, or fraction thereof.
Accelerate Repayments. In the event of a default, ECOLOGY may, in its sole discretion, declare the principal of and
interest on the loan immediately due and payable, subject to the prior lien and charge of any outstanding Senior Lien
Obligation upon the Net Revenue. That is, the loan is not subject to acceleration so long as any Senior Lien Obligations
are outstanding. Repayments not made immediately upon such acceleration will incur Late Charges.
Late Charges. All amounts due to ECOLOGY and not paid by the RECIPIENT by the Termination Payment Date or
after acceleration following a default event, as applicable, shall incur late charges.
Intercept State Funds. In the event of a default event'and in accordance with Chapter 90.50A.060 RCW, "Defaults,"
any state funds otherwise due to the RECIPIENT may, at ECOLOGY's sole discretion, be withheld and applied to the
repayment of the loan.
Property to ECOLOGY. In the event of a default event and at the option of ECOLOGY, any personal property
(equipment) acquired under this agreement may, in ECOLOGY's sole discretion, become ECOLOGY's property. In
that circumstance, ECOLOGY shall reduce the RECIPIENT's liability to repay money by an amount reflecting the fair
value of such property.
Documents and Materials. If this agreement is terminated, all finished or unfinished documents, data studies, surveys,
drawings, maps, models, photographs, and reports or other materials prepared by the RECIPIENT shall, at the option of
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
ECOLOGY, become ECOLOGY property. The RECIPIENT shall be entitled to receive just and equitable
compensation for any satisfactory work completed on such documents and other materials.
Collection and Enforcement Actions. In the event of a default event, the state of Washington reserves the right to take
any actions it deems necessary to collect the amounts due, or to become due, or to enforce the performance and
observance of any obligation by the RECIPIENT, under this agreement.
Fees and Expenses. In any action to enforce the provisions of this agreement, reasonable fees and expenses of attorneys
and other reasonable expenses (including, without limitation, the reasonably allocated costs of legal staff) shall be
awarded to the prevailing party as that term is defined in Chapter 4.84.330 RCW.
Damages. Notwithstanding ECOLOGY's exercise of any or all of the termination or default remedies provided in this
agreement, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY
and/or 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.
S. User -Charge System: The RECIPIENT certifies that it has the legal authority to establish and implement a
user -charge system and shall adopt a system of user -charges to assure that each user of the utility shall pay its
proportionate share of the cost of operation and maintenance, including replacement during the design life of the
project.
In addition, the RECIPIENT shall regularly evaluate the user -charge system, at least annually, to ensure the system
provides adequate revenues necessary to operate and maintain the utility, to establish a reserve to pay for replacement,
to establish the required Loan Reserve Account, and to repay the loan.
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.
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 the department 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
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
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 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
<bM://www.sam.gov> and print a copy of completed searches to document proof of compliance.
Federal Funding Accountability And Transparency Act (FFATA) Reporting Requirements:
RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return it with the signed
agreement to ECOLOGY.
Any RECIPIENT that meets each of the criteria below must also report compensation for its five top executives,
using FFATA Data Collection Form.
Receives more than $25,000 in federal funds under this award; and
Receives more than 80 percent of its annual gross revenues from federal funds; and
Receives more than $25,000,000 in annual federal funds
ECOLOGY will not pay any invoice 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
DUNS number, at www.fsrs. oQ v <http://www.fsrs.gov> within 30 days of agreement signature. The FFATA
information will be available to the public at www.usaspending.gov <http://www.usasi2ending gov>.
For more details on FFATA requirements, see www.fsrs.gov Chap://www.fsrs.gov>.
GENERAL TERMS AND CONDITIONS
1. ADMINISTRATIVE REQUIREMENTS
a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans — EAGL
Edition". https:Hfortress.wa.gov/ecy/publications/SummaryPages/1401002.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.
2. AMENDMENTS AND MODIFICATIONS
This Agreement may be altered, amended, or waived only by a written amendment executed by both parties. No
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
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. ARCHAEOLOGICAL AND CULTURAL RESOURCES
RECIPIENT shall take reasonable action to avoid, minimize, or mitigate adverse effects to archeological or cultural
resources. Activities associated with archaeological and cultural resources are an eligible reimbursable cost subject to
approval by ECOLOGY.
RECIPIENT shall:
a) Immediately cease work and notify ECOLOGY if any archeological or cultural resources are found while
conducting work under this Agreement.
b) Immediately notify the Department of Archaeology and Historic Preservation at (360) 586-3064, in the event
historical or cultural artifacts are discovered at a work site.
c) Comply with Governor Executive Order 05-05, Archaeology and Cultural Resources, for any capital construction
projects prior to the start of any work.
d) Comply with RCW 27.53, Archaeological Sites and Resources, for any work performed under this Agreement, as
applicable. National Historic Preservation Act (NHPA) may require the RECIPIENT to obtain a permit pursuant to
Chapter 27.53 RCW prior to conducting on-site activity with the potential to impact cultural or historic properties.
4. ASSIGNMENT
No right or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT.
5. 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.
6. 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 may require approval by ECOLOGY
prior to purchase.
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 Department of Enterprise Services' Statewide Payee
Desk. RECIPIENT must register as a payee by submitting a Statewide Payee Registration form and an IRS W-9 form at
the website, http://www.des.wa.gov/services/ContractingPurchasingBusiness/VendorPay/Pages/default.aspx. For any
questions about the vendor registration process contact the Statewide Payee Help Desk at (360) 407-8180 or email
payeehelpdesk@des.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.
j) RECIPIENT should submit final requests for compensation within thirty (30) days after the expiration date of this
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
Agreement. Failure to comply may result in delayed reimbursement.
7. 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 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.
8. 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.
9. 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.
10. 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.
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Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
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 contract will be construed to limit the parties' choice of another mutually acceptable method, in addition
to the dispute resolution procedure outlined above.
11. ENVIRONMENTAL STANDARDS
a) RECIPIENTS who collect enviromnental-monitoring data must provide these data to ECOLOGY using the
Environmental Information Management System (EIM). To satisfy this requirement these data must be successfully
loaded into EIM, see instructions on the EIM website at: http://www.ecy.wa.gov/eim.
b) RECIPIENTS are required to follow ECOLOGY's data standards when Geographic Information System (GIS) data
are collected and processed. More information and requirements are available at:
http://www.ecy.wa.gov/services/gis/data/standards/standards.htm. RECIPIENTS 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.
c) RECIPIENTS must prepare a Quality Assurance Project Plan (QAPP) when a project involves the collection of
environmental measurement data. QAPP is to ensure the consistent application of quality assurance principles to the
planning and execution of all activities involved in generating data. RECIPIENTS must follow ECOLOGY's
Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies, July 2004 (Ecology Publication
No. 04-03-030). ECOLOGY shall review and approve the QAPP prior to start of work. The size, cost, and complexity
of the QAPP should be in proportion to the magnitude of the sampling effort.
12. 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.
13. 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.
14. 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.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 36 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
15. 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.
16. 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.
17. 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"; and (f) the General Terms
and Conditions.
18. PRESENTATION AND PROMOTIONAL MATERIALS
RECIPIENT shall obtain ECOLOGY's approval for all communication materials or documents related to the
fulfillment of this Agreement. Steps for approval:
a) Provide a draft copy to ECOLOGY for review and approval ten (10) business days prior to production and
distribution of any documents or materials compiled or produced.
b) ECOLOGY reviews draft copy and reserves the right to require changes until satisfied.
c) 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, such as a refrigerator magnet with a
message as well as media announcements, and any other online communication products such as Web pages, blogs, and
Twitter campaigns. If it is not practical to provide a copy, then the RECIPIENT must provide a complete description
including photographs, drawings, or printouts of the product that best represents the item.
RECIPIENT shall include time in their project timeline for ECOLOGY's review and approval process.
RECIPIENT shall acknowledge in the materials or documents that funding was provided by ECOLOGY.
19. PROGRESS REPORTING
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
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 37 of 40
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
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 shall submit the Closeout Report within thirty (3 0) days of the expiration date of the project, unless an
extension has been approved by ECOLOGY. RECIPIENT shall use the ECOLOGY provided closeout report format.
20. PROPERTY RIGHTS
a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable
property, 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:
a. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in
this Agreement.
b. 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.
21. 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.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162
Project Title: Seaview Park Infiltration Facility
Recipient Name: City of Edmonds
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.
22. 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.
Page 38 of40
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.
23. 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.
24. 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.
25. SUSPENSION
When in the best interest of ECOLOGY, ECOLOGY may at any time, and without cause, suspend this Agreement or
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 39 of40
Project Title: Seaview Park Infiltration Facility
Recipient Name City of Edmonds
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.
26. 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, and 100% post -consumer
recycled paper.
For more suggestions visit ECOLOGY's web page: Green Purchasing, http://www.ecy.wa.gov/programs/swfa/epp.
27. 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. 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.
WQC-2016-Edmond-00162
Agreement No: WQC-2016-Edmond-00162 Page 40 of 40
Project Title: Seaview Park Infiltration Facility
'Recipient Name: City of Edmonds
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.
28. 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.
29. , 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.
WQC-2016-Edmond-00162