Interlocal Agreement with Washington Department of Enterprise Services for Energy ProgramState of Washington
ENERGY PROGRAM
Department of Enterprise Services
P.O. Box 41476
Olympia, WA 98504-1476
CITY OF EDMONDS
7110 21Ors' Street SW
Edmonds, WA 98020
INTERAGENCY AGREEMENT
IAA No.: I K5211
Effective Date: I April 5, 2018
INTERAGENCY AGREEMENT
BETWEEN
CITY OF EDMONDS
AND
WASHINGTON STATE DEPARTMENT OF ENTERPRISE SERVICES
Pursuant to RCW Chap. 39.34, this Interagency Agreement ("Agreement") is made and entered
into by and between the State of Washington acting by and through the Energy Program of the
Department of Enterprise Services, a Washington State governmental agency ("Enterprise
Services") and the City of Edmonds a Washington State governmental agency ("Client Agency")
and is dated and effective as of April 5, 2018.
RECITALS
A. Enterprise Services, through its Energy Program ("Energy Program"), helps owners of public
facilities reduce energy and operational costs. The Energy Program is a national leader in
developing and managing energy savings performance contracts that help reduce energy and
operational costs pertaining to publicly -owned facilities.
B. Upgrading to energy efficient infrastructure helps reduce long-term operations and
maintenance costs. This allows owners to be better financial stewards while achieving their
mission, so that Washington is a better place to live, learn, and work.
C. Acting as the owner's advocate, the Energy Program delivers professional expertise and
contract management services. By leveraging capital investments, owners can achieve
efficiencies, improve facilities, and yield carbon reductions in their publicly -owned facilities.
The Energy Program also creates value to owners by managing risk through guaranteed total
project costs, equipment performance, and energy savings.
D. Client Agency, an owner of a public facility, desires to contract with Energy Program to access
and obtain certain Energy Program Services.
E. The purpose of this Agreement is to establish a vehicle for the Energy Program to provide
future energy/utility conservation project management services to Client Agency and to
authorize the development of the energy services proposal in a cost-effective, efficient manner
as set forth herein.
INTERAGENCY AGREEMENT No. K521 1 Page l
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tirtij9 LF
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the
parties agree as follows:
1. TERM. The term of this Agreement commences on April 5, 2018, and ends on December
31, 2021.
2. STATEMENT OF WORK; COMPENSATION. Energy Program shall provide the following
services, for the following compensation, to Client Agency.
a. SERVICES. Upon request by Client Agency, and amendment to this Agreement to specify
the individual Energy/Utility Conservation Project(s), Enterprise Services shall furnish the
necessary personnel and services and otherwise do all things necessary for or incidental to
the performance of the Project Management Services set forth in Attachment A and the
Measurement & Verification Services set forth in Attachment C. Unless otherwise
specified, Energy Program shall be responsible for performing all fiscal and program
responsibilities as set forth herein.
b. COMPENSATION. Compensation under this Agreement shall be by amendment to this
Agreement for each authorized project. Each amendment shall include a payment schedule
for the specific project.
i. Project Management Services (Attachment A): For Project Management Services
provided by Energy Program, Client Agency shall pay Enterprise Services a project
management fee for services based on the total project value per the project
management fees schedule set forth in Attachment B.
ii. Termination Fee: If Client Agency, after authorizing an investment grade audit and
energy services proposal, decides not to proceed with an energy/utility conservation
project that meets Client Agency's cost effective criteria, then the Client Agency will
be charged a termination fee as set forth in Attachment B. The termination fee shall
be based on the estimated total project value outlined in the energy services proposal
prepared by the ESCO.
iii. Measurement & Verification Services (Attachment C): If Measurement and
Verification Services beyond the first three years following the Notice of
Commencement of Energy Services are requested by Client Agency, Client Agency
shall pay Energy Program $2,000.00 annually for each year that such Measurement
and Verification Services are provided.
C. PAYMENT FOR ESCO SERVICES. In the event that Client Agency authorizes Energy
Program to contract with an ESCO, pursuant to an Enterprise Services Master Energy
Services Agreement for ESCO Services, Client Agency shall make payment for such
contracted services directly to the ESCO, after Energy Program has reviewed, verified, and
sent such invoices to Client Agency for payment.
INTERAGENCY AGREEMENT No. K521 1
(7-26-2017)
Page 2
d. FURTHER ASSURANCES. Client Agency shall provide the Energy Services Company
(ESCO) with any additional necessary or desired contract language to comply with Client
Agency's obligations pertaining to its use of federal, state, or other grants, funding
restrictions, or unique contract/entity requirements. The ESCO and their subcontractors
are required to comply with all applicable federal regulations and reporting procedures.
e. MANAGING COMPLIANCE WITH STATE AND FEDERAL LAW. In all ESCO project agreements
pertaining to this Agreement, the Energy Program will require ESCO compliance with
applicable federal and state laws and state policies including, but not limited to, the
following:
i . RC W Title 39 and 43
2. ADA Requirements
3. Buy America
4. Davis -Bacon
5. Prevailing Wage
6. DBE Participation
7. Apprentice Participation
The Energy Program will collect and provide the weekly -certified payroll to Client
Agency. Client Agency, however, shall remain responsible for any documentation
required by Client Agency's funding source. All federal verification, investigation, survey,
reporting and enforcement requirements when there is a possible violation shall remain the
responsibility of the federal grant recipient (Client Agency) unless negotiated by the
Energy Program and added by amendment to this Agreement. In the event that the Energy
Program becomes aware of a possible violation, it will notify the Client Agency.
3. INVOICES; BILLING.
a. BILLING PROCEDURE. Energy Program shall submit a single invoice to the Client Agency
upon substantial completion of each authorized project, unless a project specified a special
billing condition in the Amendment. Substantial completion of the project will include the
delivery and acceptance of the notice of commencement of energy cost savings issued by
the ESCO. Each invoice will clearly indicate that it is for the services rendered in
performance under this Agreement and shall reflect this Agreement and Amendment
number. Energy Program will invoice for any remaining services within sixty (60) days of
the expiration or termination of this Agreement.
b. PAYMENT PROCEDURE. Client Agency shall pay all invoices received from Energy
Program within ninety (90) days of receipt of properly executed invoice vouchers.
c. BILLING DETAIL. Each invoice submitted to Client Agency by Energy Program shall
include information as is necessary for Client Agency to determine the exact nature of all
expenditures. At a minimum, the invoice shall reference this Agreement and include the
following:
■ The date(s) such services were provided
■ Brief description of the services provided
■ Total invoice amount
INTERAGENCY AGREEMENT No. K521 l Page 3
(7-26-20(7)
d. BILLING ADDRESS. Invoices shall be delivered to Client Agency electronically to:
Email: pame:la.rand(elplt;ii)ci.edinotids.wu.us
4. AGREEMENT MANAGEMENT. The parties hereby designate the following agreement
administrators as the respective single points of contact for purposes of this Agreement, each
of whom shall be the principal contact for business activities under this Agreement. The parties
may change administrators by written notice as set forth below. Any notices required or
desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall
be sent to the respective addressee at the respective address or email address set forth below or
to such other address or email address as the parties may specify in writing:
Enterprise Services
Attn: Todd Flynn
Energy Project Manager
Energy Program
Washington Dept. of Enterprise Services
PO Box 41476
Olympia, WA 98504-1476
Tel: (360) 407-9375
Email: todd.#Iynn(a-*s.wa.gov
Client Agency
Attn: Pamela Randolph
City of Edmonds
7110 21 `h Street S W
Edmonds, WA 98020
Tel: (425) 771-0237
Email: [)amp:la.randolphrrixi.edmcmds.ctia.eis
Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon
transmission to the designated email address of said addressee.
The Client Agency representative shall be responsible for working with Energy Program,
approving billings and expenses submitted by Energy Program, and accepting any reports from
Energy Program.
The Energy Program representative shall be the contact person for all communications
regarding the conduct of work under this Agreement.
5. RECORDs RETENTION.
a. AGREEMENT AVAILABILITY. Prior to its entry into force, this Agreement shall be posted
on the parties' websites or other electronically retrievable public source as required by
RC W 39.34.040.
b. RECORDS RETENTION. Each party shall each maintain records and other evidence that
sufficiently and properly reflect all direct and indirect costs expended by either party in the
performance and payment of the services described herein. These records shall be subject
to inspection, review, or audit by personnel of both parties, other personnel duly authorized
by either party, the Office of the State Auditor, and officials authorized by law. Such
INTERAGENCY AGREEMENT No. K52 l I Page 4
(7-26-2017)
records shall be retained for a period of six (6) years following expiration or termination
of this Agreement or final payment for any service placed against this Agreement,
whichever is later; Provided, however, that if any litigation, claim, or audit is commenced
prior to the expiration of this period, such period shall extend until all such litigation,
claims, or audits have been resolved.
C. PUBLIC INFORMATION. This Agreement and all related records are subject to public
disclosure as required by Washington's Public Records Act, RCW chapter 42.56. Neither
party shall release any record that would, in the judgment of the party, be subject to an
exemption from disclosure under the Public Records Act, without first providing notice to
the other party within ten (10) business days of the receipt of the request. The parties will
discuss appropriate actions to be taken, including release of the requested information,
seeking a protective order, or other action prior to the release of records. Should one party
choose to seek a protective order, it shall do so at its sole expense.
6. RESPONSIBILITY OF THE PARTIES. Each party to this Agreement assumes responsibility for
claims and/or damages to persons and/or property resulting from any act or omission on the
part of itself, its employees, or its agents. Neither party assumes any responsibility to the other
party for any third party claims.
DISPUTE RESOLUTION. The parties shall use their best, good faith efforts cooperatively and
collaboratively to resolve any dispute that may arise in connection with this Agreement as
efficiently as practicable, and at the lowest possible level with authority to resolve such dispute.
The parties shall make a good faith effort to continue without delay to carry out their respective
responsibilities under this Agreement while attempting to resolve any such dispute. If,
however, a dispute persists and cannot be resolved, it may be escalated within each
organization. In such situation, upon notice by either party, each party, within five (5) business
days shall reduce its description of the dispute to writing and deliver it to the other party. The
receiving party then shall have three (3) business days to review and respond in writing. In the
event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule
a conference between the respective senior managers of each organization to attempt to resolve
the dispute. In the event the parties cannot agree on a mutual resolution within fifteen (15)
business days, the parties shall abide by the Governor's dispute resolution process (RCW
43.17.330), if applicable, or collectively shall appoint a third party to evaluate and resolve the
dispute and such dispute resolution shall be final and binding on the parties hereto.
TERMINATION FOR CONVENIENCE. Except as otherwise provided in this Agreement, either
party may terminate this Agreement upon thirty (30) calendar days prior written notification.
Upon such termination, 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 such
termination.
INTERAGENCY AGREEMENTNo. K521 I Page 5
(7-26-2017)
9. GENERAL PROVISIONS.
a. COMPLIANCE wrm LAW. The Parties shall comply with all applicable law.
INTEGRATED AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter and supersedes all prior
negotiations, representations, and understandings between them. There are no
representations or understandings of any kind not set forth herein.
c. AMENDMENT OR MODIFICATION. Except as set forth herein, this Agreement may not be
amended or modified except in writing and signed by a duly authorized representative of
each party hereto.
AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each
party, hereby represents and warrants to the other that it has frill power and authority to
enter into this Agreement and that its execution, delivery, and performance of this
Agreement has been fully authorized and approved, and that no further approvals or
consents are required to bind such party.
e. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind
shall be or is intended to be created by or under this Agreement. Neither party is an agent
of the other party nor authorized to obligate it.
f. GOVERNING LAW. The validity, construction, performance, and enforcement of this
Agreement shall be governed by and construed in accordance with the laws of the State of
Washington, without regard to its choice of law rules.
g. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision
of this Agreement, the parties agree to submit to exclusive in personam jurisdiction in
Thurston County Superior Court for the State of Washington and agree that in any such
action venue shall lie exclusively at Olympia, Washington.
h. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Agreement
in their entirety.
i. CAPTIONS & HEADINGS. The captions and headings in this Agreement are for convenience
only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope
or intent of this Agreement nor the meaning of any provisions hereof.
j. ELECTRONIC SIGNATURES. A signed copy of this Agreement or any other ancillary
agreement transmitted by facsimile, email, or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original executed copy of this
Agreement or such other ancillary agreement for all purposes.
INTERAGENCY AGREEMENT No. K521 I Page 6
(7-26-2017)
k. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute
the same instrument which may be sufficiently evidenced by one counterpart. Execution
of this Agreement at different times and places by the parties shall not affect the validity
thereof so long as all the parties hereto execute a counterpart of this Agreement.
EXECUTED AND EFFECTIVE as of the day and date first above written.
CITY OF EDMONDS
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
BY:C /q. By:
Name► Name:
Title: 4\0-AA �'( Title:
Date: T ' ( & Date:
K5211 IAA
INTERAGENCY AGREEMENT No. K521 l
(7-26-2017)
Roger A.^Wigfield
Energy Program Manager
Page 7
ATTACHMENT A - OF WORK
Energy/Utility Conservation Projects
PROJECT MANAGEMENT SERVICES
Statewide Energy Performance Contracting Program
Energy Program will provide the following project management services for each specific project
for the Client Agency. Each individual project shall be authorized by an amendment to this
Agreement.
I. Assist the Client Agency in the selection of an Energy Service Company (ESCO) consistent
with the requirements of RCW 39.35A for local governments; or 39.35C for state agencies and
school districts.
2. Assist in identifying potential energy/utility conservation measures and estimated cost savings.
3. Negotiate scope of work and fee for an ESCO audit of the facility(s).
4. Assist in identifying appropriate project funding sources and assist with obtaining project
funding.
5. Assist in negotiating the technical, financial and legal issues associated with ESCO's Energy
Services Proposal.
6: Review and recommend approval of ESCO energy/utility audits and Energy Services
Proposals.
7. Provide assistance during the design, construction and commissioning processes.
8. Review ESCO invoice voucher(s) received for reasonableness and forward to Client Agency
for review and payment.
9. Assist with final project acceptance.
10. Review up to the first three years of the ESCO's annual Measurement and Verification (M&V)
reports for completeness and accuracy. Review any ESCO guarantee compared to reported
results and resolve differences, if needed. Review and approve ESCO invoice vouchers for
payment by the Client Agency.
11. Provide other services as required to complete a successful energy performance contract.
INTERAGENCY AGREEMENT No. K521 l
(7-26-2017)
Page 8
ATTACHMENT B - FEE SCHEDULE
7-1 y Interagency Reimbursement Costs
for Project Management Fees to Administer Energy/Utility Conservation Projects
PROJECT
TOTAL PROJECT VALUE MANAGEMENT FEE TERMINATION
5,000,001.......6,000,000
..................................
$68,800 ................................
25,700
4,000,001........
5,000,000...................................
67,700 ................................
25,400
3,000,001.......
4,000,000...................................
66,700 ................................
25,000
2,000,001.......3,000,000
...................................
62,500................................
23,400
1,500,001 .......2,000,000
...................................
5 8, 3 00................................
21,800
1,000,001.......1,500,000
...................................
51,600................... .....
19,300
900,001. ...
1,000,000...................................
43,800 ................................
16,400
800,001.........900,000
...................................
41,300 ................................
15,400
700,001.........800,000
...................................
38,300 ................................
14,400
600,001.........
700,000...................................
36,500 ................................
13,700
500,001.........600,000
...................................
33,800 ................................
12,600
400,001.........
500,000...................................
30,200 ................................
11,300
300,001.........
400,000...................................
25,800 ................................
9,700
200,001.........300,000
...................................
20,700 .................................
7,700
100,001.........200,000
...................................
14,400 .................................
5,400
50,001.........
100,000.....................................
7,800 .................................
3,500
20,001...........50,000
.....................................
4,200 .................................
2,000
The project management fee on projects over $6,000,000 is 1.15% of the project cost. The maximum
Energy Program termination fee is $25,700.
1. These fees cover project management services for energy/utility conservation projects managed by
Enterprise Services' Energy Program.
2. Termination fees cover the selection and project management costs associated with managing an
ESCO's investment grade audit and energy services proposal. No termination fee will be charged
unless the client agency decided not to proceed to construction based on an energy services
proposal that identifies projects that met the Client Agency's cost effectiveness criteria.
3. If the project meets the Client Agency's cost effectiveness criteria and the Client Agency decides
not to move forward with a project, then the Client Agency will be invoiced per Attachment B
Termination or $25,700 whichever is less. If the Client Agency decides to proceed with the project
then the Agreement will be amended per Attachment B for Project Management Fee.
4. If the audit fails to produce a project that meets the Client Agency's established cost effectiveness
criteria, then there is no cost to the Client Agency and no further obligation by the Client Agency.
INTERAGENCY AGREEMENT No. K521 I Page 9
(7-26-2017)
ATTACHMENT C - SCOPE OF WORK
Energy/Utility Conservation Projects
MEASUREMENT & VERIFICATION SERVICES
Statewide Energy Performance Contracting Program
If requested, Energy Program will provide the following measurement and verification services
for each year beyond the first three years following the Notice of Commencement of Energy
Savings by the ESCO for the specific Client Agency project:
1. Review the ESCO's annual Measurement and Verification (M&V) report for completeness
and accuracy. Review any ESCO guarantee compared to reported results and resolve
differences, if needed. Review and approve any ESCO invoice vouchers for payment by the
Client Agency.
2. Where necessary, review Client Agency facility operations including any changes in operating
hours, changes in square footage, additional energy consuming equipment and negotiate
changes in baseline energy use with the ESCO and the Client Agency that may impact achieved
energy savings.
3. Attend a meeting or meetings with the Client Agency and the ESCO to review and discuss the
annual M&V report.
INTERAGENCY AGREEMENT No. K5211
(7-26-2017)
Page 10
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
?10 11x1P Ave SW, Olympia, WA 58501
PO 8oji 41019 Olympia, WA 98504- (019
April 5, 2018
TO: Pamela Randolph, City of Edmonds
FROM: Andrea Faust, Contracts Specialist, (360) 407-9365
RE Agreement No. 2018-573 A (1)
Edmonds WWTP Phase 6 Energy Project — Carbon Recovery
IAA No. K5211
Ameresco, Inc.
SUBJECT: Funding Approval
The Dept. of Enterprise Services (DES), Energy Program, requires funding approval for the above
referenced contract documents. The amount required is as follows (see page 2 for funding detail):
Energy Audit and Energy Services Proposal $ 61,600.00
ESCO Professional Services $ 174,400.00
Total Funding $ 236,000.00
In accordance with the provisions of RCW 43.88, the signature affixed below certifies to the
DES Energy Program that the above identified funds are appropriated, allotted or that
funding will be obtained from other sources available to the using client/agency. The
using/cli agency bears the liability for any issues related to the funding for this project
t
By r
Name / Title Date
Please sign and return this form to E&AS.
2018573Afndaf
have any questions, please call me.
ENERGY SERVICES AUTHORIZATION NO. 2018-573 A (1)
Edmonds W WTP Phase 6 Energy Project — Carbon Recovery
City of Edmonds
April 5, 2018
MASTER ENERGY SERVICES AGREEMENT NO. 2017-193 A (1)
The Owner and the Energy Services Company (ESCO) named below do hereby enter into this
Authorization under terms described in the following sections:
Authorization to Proceed Project Conditions
Compensation for Energy Services
L AUTHORIZATION TO PROCEED:
Energy Services Company:
Ameresco, Inc.
222 Williams Avenue South, Suite 100
Renton, WA 98057
Telephone No. (206) 522-4270
Fax No. (425) 687-3173
E-Mail athorslandlcr ameresco.com
Owner:
City of Edmonds
acting through the
Department of Enterprise Services
Energy Program
PO Box 41476
Olympia, WA 98504
By By
Name Name Roger A. Wigfield, P. E.
Title Title Energy Program Manger
Date Date
State of Washington Contractor's License No.
State of Washington Revenue Registration No.
Federal Tax Identification No.
MWBE Certification No.
AMEREI*004PZ
602 062 980
04-3512838
II. COMPENSATION FOR ENERGY SERVICES:
COMPENSATION
Basic Services
Current
New
Previous
Energy Audit and Energy Services Proposal
$
61,600.00
$
61,600.00
$
0.00
Preliminary Design
$
174,400.00
$
174,400.00
$
0.00
Construction Management
$
0.00
$
0.00
$
0.00
Overhead and Profit
$
0.00
$
0.00
$
0.00
Grand Total Plus WSST as ap licable)
$
236,000.00
$
236,000.00
$
0.00
Value of this Amendment = $236,000.00 (Plus Washington State Sales Tax)
Authorization No. 2018-573 A (1) Page 1 of 2
III. PROJECT CONDITIONS:
The Project Conditions contained in the Master Energy Services Agreement will be used
unless specifically changed herein. The cost effectiveness criteria for this project are per
the Ameresco, Inc. proposal dated March 10, 2018.
IV. SCOPE OF WORK:
Per the ESCO proposal dated March 10, 2018, conduct a Detailed Investment Grade Energy
Audit of City of Edmonds, Waste Water Treatment Plant, to identify cost effective energy
conservation measures and present a written Energy Services Proposal, including all energy
audit documentation. The ESCO shall prepare the final Energy Services Proposal, detailing
the actual energy services and ESCO equipment to be provided, energy savings and cost
guarantees, measurement and verification plans, and commissioning plans for the proposed
measures. Measures will include items that save energy, water and other resources. The Cost
Effectiveness Criteria for this project shall be as established in the Master Energy Services
Agreement or as modified in Section III above.
In addition, provide preliminary design of a city selected pyrolysis and dryer system as a
replacement for the existing incinerator.
V. SCHEDULE FOR COMPLETION
Final completion of Investment Grade Energy Audit and preliminary design on or before
September 1, 2018.
2018573Aagraf
Authorization No. 2018-573 A (1) Page 2 of 2
AMERESCO
Green • Clean •.Sustainable Ntzp
222 Williams Avenue South, Suite 100
Renton, WA 98057
P: 206 522 4270
F: 425 587 3171
ameresco.com
March 10, 2018
Mr. Todd Flynn
Department of Enterprise Services
1500 Jefferson Street SE
PO Box 41012
Olympia, WA 98504-1401
SUBJECT: Energy Audit Fee Proposal
City of Edmonds — Wastewater Treatment Plant Phase 6 — Incinerator Replacement
Dear Todd:
We are pleased to submit this proposal for the audit phase of the City of Edmonds Wastewater Treatment
Plant Phase 6 Energy Efficiency Upgrades. Ameresco will provide engineering services for the subject
project in accordance with the following:
i=nvineefina Senrr'ces
A. Audit Phase Services will include:
Ameresco will undertake an Energy Audit of the Facilities. The Energy Audit will identify cost
effective Energy Conservation Measures (EOM's). Ameresco will present to the Owner a written
Energy Services Proposal, including the Energy Audit Documentation. The Energy Services
Proposal will set forth at least the following:
1) A description of the systems which will receive ESCO Equipment and ESCO Services;
2) The Cost Effective ECM's to be installed or caused to be installed by Ameresco and a
description of the ECM's analyzed but disqualified under the cost effectiveness criteria;
3) The services that Ameresco will perform on or in the Facility, including but not limited to
engineering, construction management, the operations and maintenance procedures for use
on ESCO Equipment, training for Facility personnel, providing warranty service, and equipment
maintenance;
4) The Maximum Allowable Project Cost, itemized in detail;
5) Recommendations for replacement of Existing Equipment, along with recommendations for
improvements to Existing Equipment and Operating Conditions;
6) The Baseline Energy Consumption for the identified systems, computed from monitoring
building systems for 2-4 weeks and annualizing with historical data and including the data,
methodology and variables used to compute the Baseline, and the Baseline calendar period
which will not be less than twelve (12) months;
Edmonds Wastewater Treatment Plant Phase 6 ESCO
Page 2 of 5
7) The estimated Energy Savings and Energy Cost Savings that are expected to result from the
installation of Ameresco Equipment and from Ameresco Service, and an explanation of the
method used to make the estimate;
8) The method by which Energy Savings and Energy Cost Savings will be calculated during the
term of the Energy Services Agreement;
9) A description of how Ameresco will finance its acquisition of Equipment and when title to the
Equipment will pass to the Owner;
10) A description of how the Energy Cost Savings will be guaranteed by Ameresco;
11) A description of how Ameresco proposes to be compensated;
12) The term of the Energy Services Agreement;
13) The Termination Value for each year during the term of the Energy Services Agreement;
14) The schedule for project completion;
15) The nature and extent of work and equipment that Ameresco anticipates it will receive from
other firms under sub -contract;
16) Preliminary measurement & verification (M&V) plan: Ameresco will provide on -going
measurement and verification to help ensure the predicted savings are achieved throughout
the first 1 year of the agreement. Post installation Measurement and Verification (M&V) will be
performed based on the International Performance Measurement and Verification Protocol
(IPMVP) — Option A (Retrofit Isolation -Key Parameter Measurement), and on Section IX —
Method of Calculating Energy Savings and Energy Cost Savings. Ameresco will attend one
annual meeting to review the Measurement & Verification results and reconcile energy savings.
17) Preliminary Design: Ameresco proposes to provide a preliminary design in sufficient detail to
obtain contractor cost estimates and to develop a project budget that would be used in the
Energy Services Proposal. This would provide funding to perform in-house design as well as
hire design sub -consultants for mechanical, electrical, structural, process design and regulatory
research such as Department of Ecology and PSCAA air permitting. The Preliminary Design
becomes the property of the client regardless of the decision to proceed with the construction
project. (Identified as item B in fee schedule below.)
a) Audit phase design efforts or "Phase I" design will produce a preliminary design for the
installation of the City -selected pyrolysis system, dryer, and ancillary equipment and its
integration into the existing WWTP process and incinerator room. Phase I will include the
preparation of a Basis of Design (BOD) technical memorandum and an Engineering Report
in compliance with WAC 173-240-070. The BOD technical memorandum will be included
in the Engineering Report, as well as, the code review, permit feasibility analysis, and
construction sequencing analysis as described below.
b) Developing the BOD will include review of recent plant telemetry for biosolids processing
rate in order to update plant solids loading calculations and to determine capacity/sizing of
the new system. (The plant SCADA monitoring data gathered since the Dewatering screw
presses became operational suggest higher solids loading than previously assumed.)
c) The engineering report will also include an overview of the selected technology, application
and performance at other installations, and review of testing data (from site samples) used
for sizing and verification of technological applicability to satisfy the new and developmental
technology requirement(s) for submission of data per the Orange Book.
d) Phase I will also include the preparation of pre -design drawings and review of the
Ameresco-prepared Construction Work Scope Narrative. During this phase, Coal Creek
Environmental will provide permitting assistance and coordination with applicable
permitting agencies to assess air emissions permitting requirements.
e) Preliminary design includes the development of 30% design drawings for the installation of
selected equipment within the existing WWTP incinerator room. The 30% drawings will
Edmonds Wastewater Treatment Plant Phase 6 ESCO
Page 3 of 5
show general equipment sizing, layout, and configuration within the incinerator room. The
30% drawings will include general, demolition, process mechanical, structural, electrical,
plumbing, fire suppression, and HVAC drawings.
f) In the audit phase cost budgets for the "Phase II" design services will be developed. Phase
II design would include the detailed design for the installation of the selected process
equipment and its integration into the existing WWTP process, WWTP building structure
and building mechanical systems, and WWTP building electrical systems. Phase II will also
include engineering services during construction, start-up and commissioning engineering
support, and project close-out. (Phase II design IS NOT included in this audit fee proposal.)
Conservation measures will include items that save energy, water or other resources (including
various operational cost savings measures associated with operating the existing biosolids
incinerator). The Energy Audit will provide detailed documentation of fieldwork for the audit,
calculation input and output in support of the recommendations made in the Energy Services
Proposal, economic and engineering assumptions, sketches, floor plans and any other information
developed in the course of the Audit.
Cost Effectiveness Criteria
It is understood that the cost effectiveness criteria for this project is as follows:
1. Future post -project cash flow, including utility bill savings, maintenance and operational
savings, and financing costs will be neutral or positive with respect to pre -project cash flow,
assuming a finance term of no more than 15 years and an annual energy cost escalation of
1.5%.
2. The selected Energy Conservation Measures (ECMs) will be evaluated as a bundle in
determining whether or not they meet the cost-effectiveness criteria.
3. The total cost of implementing the ECMs will include the cost of the investment grade audit,
design, labor and materials, construction management, DES fees, ESCO fees, bonding,
permits, taxes, and other costs that may be agreed to.
4. All utility rebates, State grants, or other rebates and grants associated with the proposed
bundle of ECMs will be deducted from the cost of implementing them before determining their
cost-effectiveness.
5. No more than 90% of the energy cost savings and 100% of the maintenance and operational
cost savings (purchased parts and service contracts, but not internal labor costs) will be used
for the purpose of determining cost-effectiveness. Ameresco does not guarantee the
maintenance cost savings.
6. The finance period for the proposed bundle of ECMs may not exceed their average useful
life.
If Ameresco develops a project that meets the cost effectiveness criteria, the client is responsible for
the full amount of the audit; the item A "Energy Audit" fee can either be rolled into the construction
contract or be paid in full by the client.
Edmonds Wastewater Treatment Plant Phase 6 ESCO
Page 4 of 5
Fee for Erwineerinra Services:
A. Basis and amount: Fixed Fee for Services
A) Energy Audit: $61,600
B) Preliminary Design: $174,400
C) TOTAL: $236,000
It is understood by Ameresco that payment and terms are contingent upon the requirements set forth
in the Energy Services Proposal.
Furthermore, it is understood by Ameresco that item B "Preliminary Design" is a deliverable that
becomes the property of the City and that Ameresco shall be paid $174,400 upon delivery of the
Preliminary Design package.
Schedule for EngineeringEagineering Services
The Energy Audit will be complete by August 15th, 2018.
Preliminary results of the audit are intended to be provided to Edmonds in mid -July so that scope and costs
can be evaluated and adjusted as necessary by early August. To meet this schedule, Ameresco would use
'working drawings' created by BHC to develop cost estimates.
The formal preliminary design drawings and engineering report by BHC for "Phase 1" will be completed by
September 1st, 2018.
We at Ameresco, Inc. appreciate the opportunity to provide these services. If this proposal for Audit
Services is satisfactory, please forward contract documents.
Sincerely,
Arner o, Inc.
Grant A. Thorsland
Regional Manager - Northwest
Attachments: Fee Proposal, Conservation Measure Lists
Exhibit A — BHC Consultants Scope of Work
Exhibit B — BHC Consultants Preliminary Design Budget
Edmonds Wastewater Treatment Plant Phase 6 ESCO
Page 5 of 5
Project: Wastewater Treatment Plant Phase 6 — Incinerator Replacement
Date: 3/10/2018
Hourly Summary:
TASK
Field/Audlt
Analysis/Calculations
Evaluation of ECMs
Report Write-up
Customer Presentation
Travel
Totai Hours:
Hourly Rate:
Estimated Fee for Services:
Field Audit
Project
Construction
Project
Technician /
Admfn.
Manager
Manager
Engineer
TAB / Cx
Assistant
Total Hours
55
18
77
18
0
168
55
0
66
0
4
126
27
27
9
0
0
62
24
0
9
0
0
33
18
18
9
0
4
49
22
11
27
4
0
64
201 73 197 22 9 503
$ 130 $ 120 $ 120 $ 105 $ 75
$ 26,194 $ 8,768 $ 23,648 $ 2,325 $ 664 $ 61,600
Item A - Energy Audit Fee $ 61,600
Item B -Preliminary Design Services (sub -consultants) $ 174,400
Total Audit Fee -Energy Project: $ 236,000
Project: Wastewater Treatment Plant Phase 6— Incinerator Replacement
Date: 3/10/2018
Waste Water Treatment Plant
Mechanical Conservation Measures Rank
Centrisys-Bloforcetech -Evaluate replacementof existing fluidized bed incinerator
with a gas -fired dryer and Bioforcetech Pyrolysis system for decomposition of
biosolfds through a non -incineration process which yields a "green" renewable
biproductknown as Blochar.
SOLIDS-M1
-The measure will include the dewatered cake hopper, "schwing" pump, drying,
3
odor control modification, product conveyance to haul -away bin, control strategy
development and integration to scada, and staff training.
-The measure will save energy and offset operating costs associated with the current
incinerator which is aged and increasingly more costly tooperate.
PAYBACK RANK NOTES:
1) Measures that are likely to pay for themselves through energy savi ngs and utllity incentives
2) Measures that may pay for themselves, or may requl re some capital infusion
3)Measures that wlll requlresignif!cant (>50%)capital Infuslon
JJU
0 Z J
W
DEPARTMENT OF
ECOLOGY
State of Washington
Jut 0 � <,
3 111; J
IX � Agreement No. W2RLSWFA-1719-Edmond-00080 �-
WASTE 2 RESOURCES LOCAL SOLID WASTE FINANCIAL ASSISTANCE AGREEMENT
0
O BETWEEN
LU 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:
2017-19 LSWFA City of Edmonds IMP
$60,000.00
$26,056.00
$19,542.00
$6,514.00
07/01 /2017
06/30/2019
Planning/Implementation
Project Short Description:
The RECIPIENT (City of Edmonds) will spend $26,056 to support waste prevention, recycling, composting,
and proper hazardous waste management across all sectors, diverting approximately 50 additional tons from the
landfill via approximately 30 business and 500 residential participants.
Project Lon Description:
NIA
Overall Goal:
Provide regional solutions and intergovernmental cooperation; prevent or minimize environmental
contamination through planning and project implementation; and comply with state and local solid and
hazardous waste management plans and laws.
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
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: zachary.richardson@edmondswa.gov
Contacts
Project Manager I Steve Fisher
Recycling Coordinator
20525 60th Avenue W
Lynnwood, Washington 98036
Email: sfisher@ci.lynnwood.wa.us
Phone: (425) 670-5244
Billing Contact I Lori Palmer
Accounting Specialist
121 5th Ave N
Edmonds, Washington 98020
Email: lori.palmer@cdmondswa.gov
Phone: (425) 771-0240
Authorized I David O Earling
Signatory Mayor
121 5th Avenue North
Edmonds, Washington 98020
Email: dave.earling@edmondswa.gov
Phone: (425) 771-0247
Page 2 of l8
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
ECOLOGY INFORMATION
Mailing Address: Department of Ecology
Waste 2 Resources
PO BOX 47600
Olympia, WA 98504-7600
Physical Address: Waste 2 Resources
300 Desmond Drive SE
Lacey, WA 98503
Contacts
Vicki Colgan
Project
Manager
3190 - 160th Ave SE
Bellevue, Washington 98008-5452
Email: vcol461@ecy.wa.gov
Phone: (425) 649-7224
Vicki Colgan
Financial
Manager
3190 - 160th Ave SE
Bellevue, Washington 98008-5452
Email: vcol461@ecy.wa.gov
Phone: (425) 649-7224
Version 10/30/2015
State of Washington Department of Ecology Page 4 of 18
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
AUTHORIZING SIGNATURES
RECIPIENT agrees to furnish the necessary personnel, equipment, materials, services, and otherwise do all things
necessary for or incidental to the performance of work as set forth in this Agreement.
RECIPIENT acknowledges that they had the opportunity to review the entire Agreement, including all the terms and
conditions of this Agreement, Scope of Work, attachments, and incorporated or referenced documents, as well as all
applicable laws, statutes, rules, regulations, and guidelines mentioned in this Agreement. Furthermore, the
RECIPIENT has read, understood, and accepts all requirements contained within this Agreement.
This Agreement contains the entire understanding between the parties, and there are no other understandings or
representations other than as set forth, or incorporated by reference, herein.
No subsequent modifications or amendments to this agreement will be of any force or effect unless in writing, signed
by authorized representatives of the RECIPIENT and ECOLOGY and made a part of this agreement. ECOLOGY and
RECIPIENT may change their respective staff contacts without the concurrence of either party.
This Agreement shall be subject to the written approval of Ecology's authorized representative and shall not be
binding until so approved.
The signatories to this Agreement represent that they have the authority to execute this Agreement and bind their
respective organizations to this Agreement.
IN WITNESS WHEREOF: the parties hereto, having read this Agreement in its entirety, including all attachments, do
agree in each and every particular and have thus set their hands hereunto.
Washington State
CITY OF EDMONDS
Department of Ecology
y .��
Laurie Davies Date David O Earling Date
Waste 2 Resources Mayor
Program Manager
Template Approved to Form by
Attorney General's Office
Version 10/30/2015
State of Washington Department of Ecology
AgrccmentNo: W2RLSWFA- I 719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
SCOPE OF WORK
Task Number: 1 Task Cost: $26,056.00
Task Title: Business Recycling/Waste Prevention
Task Description:
RECIPIENT will promote all waste diversion/responsible management services available to City of Edmonds residents
and businesses, and help ensure infrastructure exists to support such services. This will be accomplished via a variety
of work.
Activity — City Policy Implementation and Technical Assistance
RECIPIENT will work with architects, City departments, and haulers to ensure proposed commercial and multifamily
development will have adequate enclosure areas for garbage, recycle, and (as applicable) organics containers.
RECIPIENT may also provide technical assistance to stakeholders regarding new City policies such as potential permit
requirements related to construction and demolition waste recycling and/or reuse, or potential bans on materials such
as key single -use items.
Activity - Public Event Recycling
RECIPIENT will assist with recycling collection at public events such as the Waterfront Festival and Taste Edmonds,
at which organics will also be collected. Recycling and/or organics bins (paired with trash bins, which may not be
purchased with this Agreement) and signage will be available for loan. Work includes, but is not limited to, helping
vendors comply with Revised Code of Washington 70.93.093. RECIPIENT will partner with volunteers to help keep
contamination low, with a goal of 5% or less by volume
Activity — Business Recycling/Waste Prevention
RECIPIENT will speak with certificated haulers, all commercial recycling/composting collectors offering services in
the City, and Snohomish County with the goal to harmonize services and communications, adjusting as necessary for
China's Blue Skies initiative, and increasing outreach as possible. When conducting commercial outreach,
RECIPIENT will present all service providers in an equitable manner. Part of this work may include assistance in
updating the booklet created with Snohomish County that lists all known providers of various commercial recycling
services.
RECIPIENT will share the coordinated outreach items created as a result of the above to entities (such as itself and the
hauler operating under the Revenue Sharing Agreement) providing outreach to the multifamily and commercial sectors
(including schools) to assist in enhancing recycling (and potentially organics) collection.
RECIPIENT will provide waste prevention and recycling information through sources including but not limited to the
City website, displays in the public Green Resource Room at City Hall, local newspapers, and online news.
RECIPIENT is reminded that all grant -funded giveaway items must be pre -approved by your Ecology Project
Manager.
RECIPIENT is advised to obtain ECOLOGY'S approval for all grant -funded communication materials or documents
funded by this Agreement, per section 18 of the General Terms and Conditions of this Agreement.
Page 5 of 18
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
RECIPIENT will credit the grant for any revenue received from the collection of fees or commodity sales of items the
grant is directly supporting.
This task will not pay for costs covered by existing product stewardship programs (E-Cycle WA, LightRccycle WA) or
for costs covered by any new product stewardship programs that are adopted during this Agreement period.
The cost of memberships in civic, business, technical and professional organizations are allowed to the extent they are
covered in the indirect rate. RECIPIENT may direct bill for memberships pre -approved by ECOLOGY, when indirect
is not charged to the task.
Task Goal Statement:
The goal of this task is ultimately to increase capture of useful recyclables and organics, and proper management of
hazardous items, while reducing contamination of useful waste streams. This can be accomplished with an increased
and maintained public awareness on all aspects of solid waste management, and supported infrastructure that enables
commercial and residential entities to make responsible waste choices.
Task Ex ected Outcome:
As a result of this task, over the Agreement period RECIPIENT expects to divert an estimated additional 30 recycling
tons, 10 organics tons, and 2 hazardous waste tons. This will be done via some 500 residents participating from a pool
of 1,500 contacted, and some 30 businesses participating from 220 contacted.
For the City Policy activity, RECIPIENT will track the number of site plans reviewed and hours spent on providing
technical assistance.
For the Public Event activity, RECIPIENT and volunteers will monitor recycling and provide technical assistance at
events. Monitoring includes gathering visual contamination data related to both the recycling and organics streams to
serve as a baseline for improvement, with an ultimate goal of 5% or less contamination by volume. RECIPIENT will
also estimate the number of residents visiting the events (contacts) and utilizing the bins (participants), and will track
the number of tons collected for both recycle and compost.
For direct commercial outreach performed by the RECIPIENT as part of the Business Recycling/Waste Prevention
activity, RECIPIENT will track the number of businesses contacted and that participate. RECIPIENT will also
estimate the tons of recycling and organics increased based upon baseline and follow-up inspections of the bins
serviced directly by collectors of the various waste streams, and changes in service levels.
Recipient Task Coordinator: Steve Fisher
Business Recycling/Waste Prevention
Deliverables
Page 6 of 18
Number
Description
Due Date
1.1
Work as defined in the Scope of Work for this Agreement is
im lemented.
06/30/2019
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
BUDGET
Funding Distribution EG180433
NOTE: The above funding distribution number is used to identify this specific agreement and budget on payment
remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple
funding distribution numbers to identify each budget.
Funding Title:
Funding Effective Date:
Funding Source:
Title:
Type:
Funding Source %:
Description:
City of Edmonds IMP
07/01 /2017
Funding Type: Grant
Funding Expiration Date: 06/30/2019
State Building Construction Account (SBCA)
State
100%
Local Solid Waste Financial Assistance
Approved Indirect Costs Rate: Approved State Indirect Rate: 25%
Recipient Match %: 25%
InKind Interlocal Allowed: No
InKind Other Allowed: No
Is this Funding Distribution used to match a federal grant? No
City of Edmonds IMP
Task Total
Business Recycling/Waste Prevention
;$ 26,056.00
Total: $ 26,056.00
Page 7 of 18
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
Fundine Distribution SumniarY
Recipient / Ecology Share
Page 8 of 18
Funding Distribution Name
Recipient Match %
Recipient Share
Ecology Share
Total
City of Edmonds IMP
25.00 %
$ 6,514.00
$ 19,542.00
$ 26,056.00
Total
$ 6,514.00
$ 19,542.00
1 $ 26,056.00
AGREEMENT SPECIFIC TERMS AND CONDITIONS
N/A
SPECIAL TERMS AND CONDITIONS
GENERAL FEDERAL CONDITIONS
If a portion or all of the funds for this agreement are provided through federal funding sources or this
agreement is used to match a federal grant award, the following terms and conditions apply to you.
A CERTIFICATION REGARDING SUSPENSION, DEBARMENT INELIGIBILITY OR VOLUNTARY
EXCLUSION:
1. The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred,
proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal
government, or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is
unable to certify to the statements contained in the certification, they must provide an explanation as to why they
cannot.
2. The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the
RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become
erroneous by reason of changed circumstances.
3. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant,
person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have
the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549.
You may contact ECOLOGY for assistance in obtaining a copy of those regulations.
4. The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction
with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction.
5. The RECIPIENT/CONTRACTOR further agrees by signing this agreement, that it will include this clause titled
"CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY
EXCLUSION" without modification in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
6. Pursuant to 2CFR180.330, the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier
covered 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
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
Page 9 of 18
remedies, including suspension and debarment.
8. RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file, that it, and all lower tier recipients or
contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for
reimbursements will be approved for payment. RECIPIENT/CONTRACTOR must run a search in
<http://www.sam.gova and print a copy of completed searches to document proof of compliance.
B. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT FFATA REPORTING
REQUIREMENTS.
CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return it
with the signed agreement to ECOLOGY.
Any CONTRACTOR/RECIPIENT that meets each of the criteria below must report compensation for its five
top executives using the FFATA Data Collection Form.
■ Receives more than $25,000 in federal funds under this award.
• Receives more than 80 percent of its annual gross revenues from federal funds.
• Receives more than $25,000,000 in annual federal funds.
Ecology will not pay any invoices until it has received a completed and signed FFATA Data Collection Form.
Ecology is required to report the FFATA information for federally funded agreements, including the required
DUNS number, at www.fsrs. ov <Iittp://www.fs_M._gQv/> within 30 days of agreement signature. The FFATA
information will be available to the public at www.usaspending_gov_<httpa/www.usaspc:nding.,uov1>.
For more details on FFATA requirements, see www.fsrs.9 v <http,//www.fsrs.gov/�,
Version 10/30/2015
State of Washington Department of Ecology
Agreement No: W2RLSWFA-l719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
GENERAL TERMS AND CONDITIONS
Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology
GENERAL TERMS AND CONDITIONS AS OF LAST UPDATED 1/22/2018 VERSION
1. ADMINISTRATIVE REQUIREMENTS
a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans — EAGL
Edition." (https://fortress.wa.gov/ecy/publications/SummaryPages/1701004.html)
b) RECIPIENT shall complete all activities funded by this Agreement and be fully responsible for the proper
management of all funds and resources made available under this 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.
Page 10 of 18
2. AMENDMENTS AND MODIFICATIONS
This Agreement may be altered, amended, or waived only by a written amendment executed by both parties. No
subsequent modification(s) or amendment(s) of this Agreement will be of any force or effect unless in writing and
signed by authorized representatives of both parties. ECOLOGY and the RECIPIENT may change their respective staff
contacts and administrative information without the concurrence of either party.
3. ARCHAEOLOGICAL AND CULTURAL RESOURCES
RECIPIENT shall take reasonable action to avoid, minimize, or mitigate adverse effects to archeological and historic
resources. The RECIPIENT must agree to hold harmless the State of Washington in relation to any claim related to
historical or cultural artifacts discovered, disturbed, or damaged due to the RECIPIENT's project funded under this
Agreement.
RECIPIENT shall:
a) Contact the ECOLOGY Program issuing the grant or loan to discuss any Cultural Resources requirements for their
proj ect:
• For capital construction projects or land acquisitions for capital construction projects, if required, comply with
Governor Executive Order 05-05, Archaeology and Cultural Resources.
• For projects with any federal involvement, if required, comply with the National Historic Preservation Act.
• Any cultural resources federal or state requirements must be completed prior to the start of any work on the project
site.
b) If required by the ECOLOGY Program, submit an Inadvertent Discovery Plan (IDP) to ECOLOGY prior to
implementing any project that involves ground disturbing activities. ECOLOGY will provide the IDP form.
RECIPIENT shall:
• Keep the IDP at the project site.
• Make the IDP readily available to anyone working at the project site.
• Discuss the IDP with staff and contractors working at the project site.
• Implement the IDP when cultural resources or human remains are found at the project site.
c) If any archeological or historic resources are found while conducting work under this Agreement:
• Immediately stop work and notify the ECOLOGY Program, the Department of Archaeology and Historic
Preservation at (360) 586-3064, any affected Tribe, and the local government.
d) If any human remains are found while conducting work under this Agreement:
Version [0/30/2015
State of Washington Department of Ecology Page 11 of 18
Agreement No: W2RLSWFA-l719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
• Immediately stop work and notify the local Law Enforcement Agency or Medical Examiner/Coroner's Office, and
then the ECOLOGY Program.
e) Comply with RCW 27.53, RCW 27.44.055, and RCW 68.50.645, and all other applicable local, state, and federal
laws protecting cultural resources and human remains.
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 require approval by ECOLOGY prior to
expenditure.
d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY.
e) ECOLOGY will not process payment requests without the proper reimbursement forms, Progress Report and
supporting documentation. ECOLOGY will provide instructions for submitting payment requests.
f) ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment.
g) RECIPIENT will receive payment through Washington State 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/ContractingPurchasing/BusinessNendorPay/Pages/default.aspx. For
any questions about the vendor registration process contact the Statewide Payee Help Desk at (360) 407-8180 or email
payeehelpdesk@watech.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 must submit within thirty (30) days after the expiration date of this Agreement, all financial,
performance, and other reports required by this agreement. Failure to comply may result in delayed reimbursement.
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 applicable federal and state laws, regulations, and policies against
discrimination.
c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements.
d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits
required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project
timeline for the permit and approval processes.
Version 10/30/2015
State of Washington Department of Ecology Page 12 of 18
Agreement No: W2RLSWFA-1719-Edmond-00080
Project Title: 2017-19 LSWFA City of Edmonds IMP
Recipient Name: CITY OF EDMONDS
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.
The decision of ECOLOGY from an appeal will be final and conclusive, unless within thirty (30) days from the date of
such decision, the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or
duly authorized representative will be final and conclusive.
The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal.
Appeals of the Director's decision will be brought in the Superior Court of Thurston County. Review of the Director's
decision will not be taken to Environmental and Land Use Hearings Office.
Pending final decision of a dispute, the RECIPIENT agrees to proceed diligently with the performance of this
Agreement and in accordance with the decision rendered.
Nothing in this Agreement will be construed to limit the parties' choice of another mutually acceptable method, in
addition to the dispute resolution procedure outlined above.
11. ENVIRONMENTAL DATA STANDARDS
a) RECIPIENT shall prepare a Quality Assurance Project Plan (QAPP) for a project that collects or uses
environmental measurement data. RECIPIENTS unsure about whether a QAPP is required for their project shall contact
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Recipient Name: CITY OF EDMONDS
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the ECOLOGY Program issuing the grant or loan. If a QAPP is required, the RECIPIENT shall:
• Use ECOLOGY's QAPP Template/Checklist provided by the ECOLOGY, unless ECOLOGY Quality Assurance
(QA) officer or the Program QA coordinator instructs otherwise.
• Follow ECOLOGY's Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies, July
2004 (Ecology Publication No. 04-03-030).
• Submit the QAPP to ECOLOGY for review and approval before the start of the work.
b) RECIPIENT shall submit environmental data that was collected on a project to ECOLOGY using the
Environmental Information Management system (EIM), unless the ECOLOGY Program instructs otherwise. The
RECIPIENT must confirm with ECOLOGY that complete and correct data was successfully loaded into EIM, find
instructions at: http://www.ecy.wa.gov/eim.
c) RECIPIENT shall follow ECOLOGY's data standards when Geographic Information System (GIS) data is collected
and processed. Guidelines for Creating and Accessing GIS Data are available at:
https://ecology.wa.gov/Research-Data/Data-resources/Geographic-Information-Systems-GIS/Standards. RECIPIENT,
when requested by ECOLOGY, shall provide copies to ECOLOGY of all final GIS data layers, imagery, related tables,
raw data collection files, map products, and all metadata and project documentation.
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.
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
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Agreement No: W2RLSWFA-1719-Edmond-00080
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Recipient Name: CITY OF EDMONDS
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
ECOLOGY reserves the right to approve RECIPIENT's communication documents and materials related to the
fulfillment of this Agreement:
a) If requested, RECIPIENT shall provide a draft copy to ECOLOGY for review and approval ten (10) business days
prior to production and distribution.
b) RECIPIENT shall include time for ECOLOGY's review and approval process in their project timeline.
c) If requested, RECIPIENT shall provide ECOLOGY two (2) final copies and an electronic copy of any tangible
products developed.
Copies include any printed materials, and all tangible products developed such as brochures, manuals, pamphlets,
videos, audio tapes, CDs, curriculum, posters, media announcements, or gadgets with a message, such as a refrigerator
magnet, and any online communications, such as web pages, blogs, and twitter campaigns. If it is not practical to
provide a copy, then the RECIPIENT shall provide a description (photographs, drawings, printouts, etc.) that best
represents the item.
Any communications intended for public distribution that uses ECOLOGY's logo shall comply with ECOLOGY's
graphic requirements and any additional requirements specified in this Agreement. Before the use of ECOLOGY's
logo contact ECOLOGY for guidelines.
RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY.
19. PROGRESS REPORTING
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a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress
reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does
not document timely use of funds.
b) RECIPIENT must submit a progress report with each payment request. Payment requests will not be processed
without a progress report. ECOLOGY will define the elements and frequency of progress reports.
c) RECIPIENT shall use ECOLOGY's provided progress report format.
d) Quarterly progress reports will cover the periods from January l through March 31, April l through June 30, July l
through September 30, and October 1 through December 31. Reports shall be submitted within thirty (30) days after
the end of the quarter being reported.
e) RECIPIENT must submit within thirty (30) days of the expiration date of the project, unless an extension has been
approved by ECOLOGY, all financial, performance, and other reports required by the agreement and funding program
guidelines. RECIPIENT shall use the ECOLOGY provided closeout report format.
20. PROPERTY RIGHTS
a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable
property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free,
nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to
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authorize others to use the same for federal, state, or local government purposes.
b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY
information; present papers, lectures, or seminars involving information supplied by ECOLOGY; or use logos, reports,
maps, or other data in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to ECOLOGY.
c) Presentation and Promotional Materials. ECOLOGY shall have the right to use or reproduce any printed or graphic
materials produced in fulfillment of this Agreement, in any manner ECOLOGY deems appropriate. ECOLOGY shall
acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials.
d) Tangible Property Rights. ECOLOGY's current edition of "Administrative Requirements for Recipients of Ecology
Grants and Loans," shall control the use and disposition of all real and personal property purchased wholly or in part
with funds furnished by ECOLOGY in the absence of state and federal statutes, regulations, or policies to the contrary,
or upon specific instructions with respect thereto in this Agreement.
e) Personal Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the
RECIPIENT for use in performance of the project, it shall be returned to ECOLOGY prior to final payment by
ECOLOGY. If said property is lost, stolen, or damaged while in the RECIPIENT's possession, then ECOLOGY shall
be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property.
f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds
for the acquisition of land or facilities:
1. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in
this Agreement.
2. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to
disbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens
certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim
which would impair the uses intended by this Agreement.
g) Conversions. Regardless of the Agreement expiration date, the RECIPIENT shall not at any time convert any
equipment, property, or facility acquired or developed under this Agreement to uses other than those for which
assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned
upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance
which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs of such
property.
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.
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
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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.
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
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 s ://eco logy. wa. gov/Regulations-Permits/Guidance-technical-assistance/Sustainable-purchasing.
27. TERMINATION
a) For Cause
ECOLOGY may terminate for cause this Agreement with a seven (7) calendar days prior written notification to the
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Agreement No: W2RLSWFA-1719-Edmond-00080
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Recipient Name: CITY OF EDMONDS
RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material
breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance
rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination.
Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to
commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date
mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work.
Non -Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the
RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the
opinion of ECOLOGY, to perform any obligation required of it by this Agreement, ECOLOGY may refuse to pay any
further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement.
Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by
ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY
may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from
the RECIPIENT is determined.
b) For Convenience
ECOLOGY may terminate for convenience this Agreement, in whole or in part, for any reason when it is the best
interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted
below. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in
accordance with the terms of this Agreement prior to the effective date of termination.
Non -Allocation of Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event
funding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and
prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate
the Agreement, in whole or part, or renegotiate the Agreement, subject to new funding limitations or conditions.
ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY determines the funding
insufficiency is resolved. ECOLOGY may exercise any of these options with no notification or restrictions, although
ECOLOGY will make a reasonable attempt to provide notice.
In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the recipient/contractor
through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the
recipient/contractor. In no event shall ECOLOGY's reimbursement exceed ECOLOGY's total responsibility under the
agreement and any amendments.
If payments have been discontinued by ECOLOGY due to unavailable funds, the RECIPIENT shall not be obligated to
repay monies which had been paid to the RECIPIENT prior to such termination.
RECIPIENT's obligation to continue or complete the work described in this Agreement shall be contingent upon
availability of funds by the RECIPIENT's governing body.
c) By Mutual Agreement
ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written
agreement.
d) In Event of Termination
All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other
materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will become property of
ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work
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Recipient Name: CITY OF EDMONDS
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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.
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