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HomeMy WebLinkAbout5770 (2)RESOLUTION NO. 5770 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON,ACCEPTING WASHINGTON STATE DEPARTMENT OF ECOLOGY GRANT FUNDS FOR THE PURCHASE OF A ZERO EMISSION STREET SWEEPER VEHICLE WHEREAS, the City's vehicle fleet includes an aging diesel powered street sweeper that is eligible for replacement; WHEREAS, in its ongoing effort to reduce carbon emissions, the City seeks to replace this vehicle with a zero emission street sweeper; WHEREAS, the Washington State Department of Ecology (DOE) has awarded the City $609,722.06 in grant funds toward the purchase of 'a replacement zero emission street sweeper. The grant terms obligate the City to contribute $152,430.51 toward the vehicle's purchase cost, which is anticipated to be$762,152.57. Funding for the City's vehicle purchase cost share is available within the City's budget. A copy of the DOE grant is attached as Exhibit A to this Resolution; and WHEREAS, acceptance of this DOE grant is in the City's best interest to update its vehicle fleet and to combat carbon emissions from City vehicles. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Resolution No. 5770 May 30, 2024 Page 1 of 2 Section 1. The Mayor is authorized to sign a grant agreement with the Washington State Department of Ecology that substantially conforms to Exhibit A to this Resolution; Section 2. The Mayor is authorized to negotiate, enter, and administer agreements as needed to spend the grant funds consistent with the grant terms and this Resolution, and to implement such administrative procedures as may be necessary to carry out the directions of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures. Dated and Signed this 3rd day of June, 2024. CITY OF AUBURN 404411444 ANCY US, MAYOR ATTEST: APPROVED AS TO FORM: Shawn Campbell, MMC, City Clerk oug Ruth, Acting City Attorney Resolution No. 5770 May 30, 2024 Page2of2 Agreement No. AQVWZEV-2325-ACDPWD-00027 AIR QUALITY VW DIESEL TO ZERO EMISSION REFUSE VEHICLE, STREET SWEEPER, PCHE AND FREIGHT SWITCHER AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF AUBURN - COMMUNITY DEVELOPMENT AND PUBLIC WORKS 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 Auburn - Community Development and Public Works , hereinafter referred to as the “RECIPIENT,” to carry out with the provided funds activities described herein. Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization 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: Project Short Description: To seek funds to upgrade an existing sweeper to a modern all -electric sweeper providing a reliable service and cleaner air to our citizens. Project Long Description: The objective of this project is to replace the City of Auburn’s (city) aging street sweeper with an all-electric sweeper, aimed at significantly reducing tailpipe emissions and contributing to a cleaner environment. The city is seeking funding from Washington State Department of Ecology to support this initiative . The primary goal is to reduce air pollution in Auburn by replacing a current fossil-fueled street sweeper with an all-electric alternative. This will lead to a substantial decrease in greenhouse gas emissions and harmful pollutants. By adopting an electric sweeper, the city aims to improve energy efficiency while maintaining high -quality street cleaning services. Electric sweepers are more energy-efficient, resulting in cost savings over the long term. Lowering tailpipe emissions will have a direct positive impact on public $762,152.57 $762,152.57 $609,722.06 $152,430.51 05/01/2024 06/30/2026 Refuse Vehicle, Street Sweeper, Port Cargo Handling Equipment, Freight Switchers DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 2 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works health, reducing the risks associated with air pollution and respiratory diseases. This project aligns with the Department of Ecology's mission to protect and improve the environment. The city plans to use this project as a demonstration of the feasibility and benefits of electric street sweepers in hopes that it will inspire citizens and other municipalities to make similar eco-friendly choices. The project supports the broader sustainability goals of Washington State and the City of Auburn, contributing to the commitment to reducing carbon emissions and promoting clean energy alternatives . Overall Goal: Reduce harmful air pollution and greenhouse gas emissions associated with diesel vehicles and equipment. Help accelerate the transition to zero emission and increase public awareness of zero emission technology feasibility. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 3 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works RECIPIENT INFORMATION Organization Name: Federal Tax ID: UEI Number:LT4FLVEW5U28 Mailing Address: Physical Address: Contacts Organization Email: City of Auburn - Community Development and Public Works 91-6001228 25 West Main Street Auburn, WA 98001 25 West Main Street Auburn, Washington 98001 igaub@auburnwa.gov Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 4 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works Tyler Thompson Fleet and General Services Manager 1305 C Street Southwest Auburn, Washington 98001 Email: tthompson@auburnwa.gov Phone: (253) 288-3137 Authorized Signatory Tyler Thompson Fleet and General Services Manager 1305 C Street Southwest Auburn, Washington 98001 Email: tthompson@auburnwa.gov Phone: (253) 288-3137 Billing Contact Project Manager Authorized Signatory Nancy Backus Mayor 25 W Main St Auburn, Washington 98001 Email: nbackus@auburnwa.gov Phone: (253) 931-3041 Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 5 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works Contacts Project Manager Financial Manager Malaika Rosenfeld PO Box 47600 Olympia, Washington 98504-7600 Email: MALR461@ecy.wa.gov Phone: (360) 800-7430 Rose Bennett Contracts & Grants Specialist PO Box 47600 Olympia, Washington 98504-7600 Email: RBEN461@ecy.wa.gov Phone: (360) 819-3456 ECOLOGY INFORMATION Mailing Address: Physical Address: Department of Ecology AQVW PO BOX 47600 Olympia, WA 98504-7600 AQVW 300 Desmond Drive SE Lacey, WA 98503 Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 6 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works AUTHORIZING SIGNATURES RECIPIENT agrees to furnish the necessary personnel , equipment, materials, services, and otherwise do all things necessary for or incidental to the performance of work as set forth in this Agreement . RECIPIENT acknowledges that they had the opportunity to review the entire Agreement , including all the terms and conditions of this Agreement, Scope of Work, attachments, and incorporated or referenced documents, as well as all applicable laws, statutes, rules, regulations, and guidelines mentioned in this Agreement . Furthermore, the RECIPIENT has read, understood, and accepts all requirements contained within this Agreement . This Agreement contains the entire understanding between the parties , and there are no other understandings or representations other than as set forth, or incorporated by reference, herein. No subsequent modifications or amendments to this agreement will be of any force or effect unless in writing , signed by authorized representatives of the RECIPIENT and ECOLOGY and made a part of this agreement . ECOLOGY and RECIPIENT may change their respective staff contacts without the concurrence of either party . This Agreement shall be subject to the written approval of Ecology’s authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement and bind their respective organizations to this Agreement. Washington State Department of Ecology AQVW Date Date City of Auburn - Community Development and Public Works Kathy Taylor Mayor Nancy Backus By:By: Template Approved to Form by Attorney General's Office Program Manager Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 6/6/20246/7/2024 Page 7 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works M&O Operational Support Supervisor Date Michele Weiss Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 8 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works SCOPE OF WORK Task Number:1 Task Cost: $762,152.57 Task Title:Scrap and replace or repower vehicle/equipment. Task Description: Under this task, the RECIPIENT will permanently destroy (or "scrap") one diesel street sweeper in its fleet using a method described below and replace it with one zero emission street sweeper. The RECIPIENT will complete and submit an Eligibility Statement provided by ECOLOGY attesting the vehicle/equipment intended to be scrapped is diesel powered, owned by the applicant, powered by a 2009 or older engine, has been licensed and operated in Washington for at least two (2) years prior to July 2023, and is being replaced by vehicle(s)/equipment of the same vehicle class (for on-road vehicles), use case, and project category. RECIPIENT must ensure that the replacement vehicle /equipment purchased will operate in Washington State for a minimum of five (5) years. The RECIPIENT must have a standard procurement process or follow current Washington State procurement laws for the solicitation of bids and the selection of vendors and contractors for the performance of any grant-assisted work, including the purchase of zero emission vehicles/equipment. RECIPIENT must provide documentation confirming procurement requirements are followed. Documentation must include: • method of vendor notification of bid opportunity • how many bidders were notified • evaluation summary of bids received • award letter or notice of contract award • awarded contractor name, contract number, date contract was executed Cooperative purchasing agreements or purchasing from the Washington State contract for zero emission vehicles /equipment and fueling infrastructure meets these requirements. The RECIPIENT will provide to ECOLOGY documentation of the permanent destruction of the diesel street sweeper . Acceptable methods of permanent destruction required by the VW federal settlement agreement include : rendering the vehicle/equipment inoperable and available for recycling; at a minimum cutting a 3 inch by 3-inch hole in the engine block; disabling the chassis by cutting the vehicles/equipment’s frame rails in half, if applicable. Documentation must include a completed and signed Certificate of Destruction (form provided by ECOLOGY), and verification photos of the permanent destruction, including side profile of the vehicle/equipment, prior to disabling; VIN tag or equipment serial number; Engine label (showing serial number, engine family number, and engine model year); engine block, prior to hole; engine block, after hole; cut frame rails or other cut structural components; others, as needed (examples provided by ECOLOGY). Other materials documenting the destruction may be acceptable with prior authorization from the Ecology project manager. The RECIPIENT will submit quarterly Payment Requests/Progress Reports (PRPRs) to ECOLOGY in EAGL within 30 days of the end of each calendar quarter until the project is complete. NOTE: quarterly PRPRs must be submitted even when RECIPIENT is not requesting reimbursement. Prior to reimbursement, RECIPIENT must submit via EAGL certification that the street sweeper has been received and is in use; photos of the new street sweeper; complete proof of destruction of the diesel street sweeper; an Equipment Purchase Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 9 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works Report for any item costing more than $5,000 (submitted via EAGL); and photos confirming the charging infrastructure is installed, activated, and available for use. Upon project completion, the RECIPIENT will submit a final Recipient Closeout Report in EAGL. Task Goal Statement: The goal of this task is to reduce toxic diesel emissions by scrapping diesel vehicle/equipment and replacing or repowering with new zero emission vehicle/equipment. Task Expected Outcome: Purchasing of new or repowering of zero emission vehicle/equipment and scrapping of the replaced diesel vehicle/equipment. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 10 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works Recipient Task Coordinator: Tyler Thompson Deliverables Scrap and replace or repower vehicle/equipment. Number Description Due Date 1.1 RECIPIENT will submit engagement and outreach materials to ECOLOGY. This should be included in the quarterly PRPR or submitted by email if appropriate. 1.2 RECIPIENT will submit documentation of the procurement process used to procure the replacement zero emission vehicles/equipment. This may be included in the quarterly PRPR. 1.3 RECIPIENT will submit a copy of the purchase order to ECOLOGY . This should be included in the quarterly PRPR. 1.4 RECIPIENT will submit the Certificate of Destruction (provided by ECOLOGY) and required destruction photos to ECOLOGY. This should be included in the quarterly PRPR. 1.5 Prior to reimbursement, RECIPIENT will submit photos of the replacement vehicles/equipment as proof of delivery. This should be included in the quarterly PRPR. 1.6 RECIPIENT will complete and submit an Equipment Purchase Report in EAGL for any item costing more than $5,000. 1.7 Recipient will notify ECOLOGY and submit photos when the charging infrastructure is installed , activated, and available for use. This may be included in the quarterly PRPR. If the charging infrastructure is not installed prior to vehicle/equipment delivery, RECIPIENT will demonstrate the ability to fuel the vehicle/equipment before any reimbursement is made. 1.8 RECIPIENT will complete and submit a Recipient Close-Out Report in EAGL. This must be submitted before ECOLOGY approves the final payment request. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 11 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works BUDGET Funding Distribution EG240460 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. Title: State General Fund Private Local Volkswagen Settlement 100% This agreement will provide assistance to the Washington Department of Ecology in its efforts to reduce diesel emissions and exposure throughout the State of Washington . The Washington Department of Ecology will use funds to scrap publicly or tribally owned street sweepers, refuse vehicles, freight switcher locomotives, and port cargo handling equipment and replace them with zero emission equipment, which will reduce emissions of diesel particulate matter and other pollutants such as nitrogen oxides, carbon monoxide and hydrocarbons. Type: Funding Source %: Description: FDFund: Approved Indirect Costs Rate: Recipient Match %: InKind Interlocal Allowed: InKind Other Allowed: Is this Funding Distribution used to match a federal grant? No Approved State Indirect Rate: 0% 20% No No Funding Title: Funding Source: Funding Expiration Date: Funding Type: Funding Effective Date: AQVW Diesel to Zero Emission Vehicle 05/01/2024 06/30/2026 Grant AQVW Diesel to Zero Emission Vehicle Task Total Scrap and replace or repower vehicle/equipment.762,152.57$ 762,152.57$Total: Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 12 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works Funding Distribution Summary Recipient / Ecology Share Recipient Share Ecology Share TotalRecipient Match %Funding Distribution Name $$$%609,722.06 762,152.57152,430.5120.00AQVW Diesel to Zero Emission Vehicle Total $$152,430.51 609,722.06 $762,152.57 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS GENERAL FEDERAL CONDITIONS If a portion or all of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award, the following terms and conditions apply to you. A. CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION: 1.The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. 2.The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3.The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact ECOLOGY for assistance in obtaining a copy of those regulations . 4.The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 5.The RECIPIENT/CONTRACTOR further agrees by signing this agreement , that it will include this clause titled “CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6.Pursuant to 2CFR180.330, the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 13 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works transaction complies with certification of suspension and debarment requirements. 7.RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. 8.RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file , that it, and all lower tier recipients or contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved for payment. RECIPIENT/CONTRACTOR must run a search in <http://www.sam.gov> and print a copy of completed searches to document proof of compliance. B. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) REPORTING REQUIREMENTS: CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return it with the signed agreement to ECOLOGY. Any CONTRACTOR/RECIPIENT that meets each of the criteria below must report compensation for its five top executives using the FFATA Data Collection Form . ·Receives more than $30,000 in federal funds under this award. ·Receives more than 80 percent of its annual gross revenues from federal funds. ·Receives more than $25,000,000 in annual federal funds. Ecology will not pay any invoices until it has received a completed and signed FFATA Data Collection Form . Ecology is required to report the FFATA information for federally funded agreements , including the required Unique Entity Identifier in www.sam.gov <http://www.sam.gov/> within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspending.gov <http://www.usaspending.gov/>. For more details on FFATA requirements, see www.fsrs.gov <http://www.fsrs.gov/>. C. FEDERAL FUNDING PROHIBITION ON CERTAIN TELECOMMUNICATIONS OR VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: As required by 2 CFR 200.216, federal grant or loan recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: 1.Procure or obtain; 2.Extend or renew a contract to procure or obtain; or 3.Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment, video surveillance services or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232 <https://www.govinfo.gov/content/pkg/PLAW-115publ232/pdf/PLAW-115publ232.pdf>, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities ). Recipients, subrecipients, and borrowers also may not use federal funds to purchase certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 14 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works the System for Award Management (SAM) <https://sam.gov/SAM/> exclusion list. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 15 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology GENERAL TERMS AND CONDITIONS For DEPARTMENT OF ECOLOGY GRANTS and LOANS 07/01/2023 Version 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/2301002.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 subsequent modification(s) or amendment(s) of this Agreement will be of any force or effect unless in writing and signed by authorized representatives of both parties. ECOLOGY and the RECIPIENT may change their respective staff contacts and administrative information without the concurrence of either party. 3. ACCESSIBILITY REQUIREMENTS FOR COVERED TECHNOLOGY The RECIPIENT must comply with the Washington State Office of the Chief Information Officer , OCIO Policy no. 188, Accessibility (https://ocio.wa.gov/policy/accessibility) as it relates to “covered technology.” This requirement applies to all products supplied under the Agreement , providing equal access to information technology by individuals with disabilities, including and not limited to web sites/pages, web-based applications, software systems, video and audio content, and electronic documents intended for publishing on Ecology’s public web site . 4. ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take all reasonable action to avoid, minimize, or mitigate adverse effects to archaeological and historic archaeological sites, historic buildings/structures, traditional cultural places, sacred sites, or other cultural resources, hereby referred to as Cultural Resources. The RECIPIENT must agree to hold harmless ECOLOGY in relation to any claim related to Cultural Resources discovered , disturbed, or damaged due to the RECIPIENT’s project funded under this Agreement . RECIPIENT shall: a) Contact the ECOLOGY Program issuing the grant or loan to discuss any Cultural Resources requirements for their project : • Cultural Resource Consultation and Review should be initiated early in the project planning process and must be completed prior to expenditure of Agreement funds as required by applicable State and Federal requirements . * For state funded construction, demolition, or land acquisitions, comply with Governor Executive Order 21-02, Archaeological and Cultural Resources. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 16 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works • For projects with any federal involvement, comply with the National Historic Preservation Act of 1966 (Section 106). b) If required by the ECOLOGY Program, submit an Inadvertent Discovery Plan (IDP) to ECOLOGY prior to implementing any project that involves field activities. ECOLOGY will provide the IDP form. RECIPIENT shall: • Keep the IDP at the project site. • Make the IDP readily available to anyone working at the project site . • Discuss the IDP with staff, volunteers, and contractors working at the project site. • Implement the IDP when Cultural Resources or human remains are found at the project site . c) If any Cultural Resources are found while conducting work under this Agreement , follow the protocol outlined in the project IDP. • Immediately stop work and notify the ECOLOGY Program, who will notify the Department of Archaeology and Historic Preservation at (360) 586-3065, any affected Tribe, and the local government. d) If any human remains are found while conducting work under this Agreement , follow the protocol outlined in the project IDP. • Immediately stop work and notify the local Law Enforcement Agency or Medical Examiner /Coroner’s Office, the Department of Archaeology and Historic Preservation at (360) 790-1633, and then the ECOLOGY Program. e) Comply with RCW 27.53, RCW 27.44, and RCW 68.50.645, and all other applicable local, state, and federal laws protecting Cultural Resources and human remains. 5. ASSIGNMENT No right or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT . 6. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT 's designees, ECOLOGY, all affected local, state, or federal jurisdictions, and any interested individuals or groups. 7. COMPENSATION a) Any work performed prior to effective date of this Agreement will be at the sole expense and risk of the RECIPIENT . ECOLOGY must sign the Agreement before any payment requests can be submitted . b) Payments will be made on a reimbursable basis for approved and completed work as specified in this Agreement . c) RECIPIENT is responsible to determine if costs are eligible. Any questions regarding eligibility should be clarified with ECOLOGY prior to incurring costs. Costs that are conditionally eligible require approval by ECOLOGY prior to expenditure . d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY . e) ECOLOGY will not process payment requests without the proper reimbursement forms , Progress Report and supporting documentation. ECOLOGY will provide instructions for submitting payment requests . f) ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment through Washington State’s Office of Financial Management’s Statewide Payee Desk . To receive payment you must register as a statewide vendor by submitting a statewide vendor registration form and an IRS W -9 form at website, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services. If you have questions about the vendor registration process, you can contact Statewide Payee Help Desk at (360) 407-8180 or email PayeeRegistration@ofm.wa.gov. h) ECOLOGY may, at its sole discretion, withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agreement . i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein , or a portion thereof, has been completed if, at ECOLOGY's sole discretion, such payment is reasonable and approved according to this Agreement , as appropriate, or upon completion of an audit as specified herein. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 17 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works 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. 8. COMPLIANCE WITH ALL LAWS RECIPIENT agrees to comply fully with all applicable federal, state and local laws, orders, regulations, and permits related to this Agreement, including but not limited to: a) RECIPIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety . b) RECIPIENT agrees to be bound by all applicable federal and state laws , regulations, and policies against discrimination. c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements . d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the permit and approval processes. ECOLOGY shall have the right to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement violates any statute or rule of law of the state of Washington , it is considered modified to conform to that statute or rule of law. 9. CONFLICT OF INTEREST RECIPIENT and ECOLOGY agree that any officer, member, agent, or employee, who exercises any function or responsibility in the review, approval, or carrying out of this Agreement, shall not have any personal or financial interest, direct or indirect, nor affect the interest of any corporation, partnership, or association in which he/she is a part, in this Agreement or the proceeds thereof. 10. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its performance under this Agreement . RECIPIENT shall award all contracts for construction, purchase of goods, equipment, services, and professional architectural and engineering services through a competitive process, if required by State law. RECIPIENT is required to follow procurement procedures that ensure legal, fair, and open competition. RECIPIENT must have a standard procurement process or follow current state procurement procedures . RECIPIENT may be required to provide written certification that they have followed their standard procurement procedures and applicable state law in awarding contracts under this Agreement . ECOLOGY reserves the right to inspect and request copies of all procurement documentation , and review procurement practices related to this Agreement. Any costs incurred as a result of procurement practices not in compliance with state procurement law or the RECIPIENT's normal procedures may be disallowed at ECOLOGY’s sole discretion . 11. DISPUTES When there is a dispute with regard to the extent and character of the work, or any other matter related to this Agreement the determination of ECOLOGY will govern, although the RECIPIENT shall have the right to appeal decisions as provided for below: a) RECIPIENT notifies the funding program of an appeal request . b) Appeal request must be in writing and state the disputed issue(s). c) RECIPIENT has the opportunity to be heard and offer evidence in support of its appeal . d) ECOLOGY reviews the RECIPIENT’s appeal. e) ECOLOGY sends a written answer within ten (10) business days, unless more time is needed, after concluding the review. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 18 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works The decision of ECOLOGY from an appeal will be final and conclusive , unless within thirty (30) days from the date of such decision, the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County . Review of the Director’s decision will not be taken to Environmental and Land Use Hearings Office . Pending final decision of a dispute, the RECIPIENT agrees to proceed diligently with the performance of this Agreement and in accordance with the decision rendered. Nothing in this Agreement will be construed to limit the parties’ choice of another mutually acceptable method , in addition to the dispute resolution procedure outlined above. 12. ENVIRONMENTAL DATA STANDARDS a) RECIPIENT shall prepare a Quality Assurance Project Plan (QAPP) for a project that collects or uses environmental measurement data. RECIPIENTS unsure about whether a QAPP is required for their project shall contact the ECOLOGY Program issuing the grant or loan. If a QAPP is required, the RECIPIENT shall: • Use ECOLOGY’s QAPP Template/Checklist provided by the ECOLOGY, unless ECOLOGY Quality Assurance (QA) officer or the Program QA coordinator instructs otherwise. • Follow ECOLOGY’s Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies , July 2004 (Ecology Publication No. 04-03-030). • Submit the QAPP to ECOLOGY for review and approval before the start of the work . b) RECIPIENT shall submit environmental data that was collected on a project to ECOLOGY using the Environmental Information Management system (EIM), unless the ECOLOGY Program instructs otherwise. The RECIPIENT must 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. 13. GOVERNING LAW This Agreement will be governed by the laws of the State of Washington , and the venue of any action brought hereunder will be in the Superior Court of Thurston County. 14. INDEMNIFICATION ECOLOGY will in no way be held responsible for payment of salaries , consultant's fees, and other costs related to the project described herein, except as provided in the Scope of Work. To the extent that the Constitution and laws of the State of Washington permit , each party will indemnify and hold the other harmless from and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that party's agents or employees arising out of this Agreement . 15. INDEPENDENT STATUS The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 19 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works 16. KICKBACKS RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this Agreement to give up any part of the compensation to which he/she is otherwise entitled to or receive any fee, commission, or gift in return for award of a subcontract hereunder. 17. MINORITY AND WOMEN’S BUSINESS ENTERPRISES (MWBE) RECIPIENT is encouraged to solicit and recruit, to the extent possible, certified minority-owned (MBE) and women-owned (WBE) businesses in purchases and contracts initiated under this Agreement . Contract awards or rejections cannot be made based on MWBE participation; however, the RECIPIENT is encouraged to take the following actions, when possible, in any procurement under this Agreement : a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. c) Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women 's Business Enterprises (OMWBE) (866-208-1064) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. 18. ORDER OF PRECEDENCE In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable federal and state statutes and regulations; (b) The Agreement; (c) Scope of Work; (d) Special Terms and Conditions; (e) Any provisions or terms incorporated herein by reference, including the "Administrative Requirements for Recipients of Ecology Grants and Loans"; (f) Ecology Funding Program Guidelines; and (g) General Terms and Conditions. 19. PRESENTATION AND PROMOTIONAL MATERIALS ECOLOGY reserves the right to approve RECIPIENT’s communication documents and materials related to the fulfillment of this Agreement: a) If requested, RECIPIENT shall provide a draft copy to ECOLOGY for review and approval ten (10) business days prior to production and distribution. b) RECIPIENT shall include time for ECOLOGY’s review and approval process in their project timeline . c) If requested, RECIPIENT shall provide ECOLOGY two (2) final copies and an electronic copy of any tangible products developed. Copies include any printed materials, and all tangible products developed such as brochures, manuals, pamphlets, videos, audio tapes, CDs, curriculum, posters, media announcements, or gadgets with a message, such as a refrigerator magnet, and any online communications, such as web pages, blogs, and twitter campaigns. If it is not practical to provide a copy, then the RECIPIENT shall provide a description (photographs, drawings, printouts, etc.) that best represents the item. Any communications intended for public distribution that uses ECOLOGY’s logo shall comply with ECOLOGY’s graphic requirements and any additional requirements specified in this Agreement . Before the use of ECOLOGY’s logo contact ECOLOGY for guidelines. RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY . 20. PROGRESS REPORTING Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 20 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document timely use of funds. b) RECIPIENT must submit a progress report with each payment request . Payment requests will not be processed without a progress report. ECOLOGY will define the elements and frequency of progress reports . c) RECIPIENT shall use ECOLOGY’s provided progress report format. d) Quarterly progress reports will cover the periods from January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. Reports shall be submitted within thirty (30) days after the end of the quarter being reported. e) RECIPIENT must submit within thirty (30) days of the expiration date of the project, unless an extension has been approved by ECOLOGY, all financial, performance, and other reports required by the Agreement and funding program guidelines . RECIPIENT shall use the ECOLOGY provided closeout report format. 21. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free , nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY information ; present papers, lectures, or seminars involving information supplied by ECOLOGY; or use logos, reports, maps, or other data in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to ECOLOGY. c) Presentation and Promotional Materials. ECOLOGY shall have the right to use or reproduce any printed or graphic materials produced in fulfillment of this Agreement , in any manner ECOLOGY deems appropriate. ECOLOGY shall acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials . d) Tangible Property Rights. ECOLOGY's current edition of "Administrative Requirements for Recipients of Ecology Grants and Loans," shall control the use and disposition of all real and personal property purchased wholly or in part with funds furnished by ECOLOGY in the absence of state and federal statutes , regulations, or policies to the contrary, or upon specific instructions with respect thereto in this Agreement . e) Personal Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance of the project, it shall be returned to ECOLOGY prior to final payment by ECOLOGY . If said property is lost, stolen, or damaged while in the RECIPIENT's possession, then ECOLOGY shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property . f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: 1. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in this Agreement. 2. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses intended by this Agreement. g) Conversions. Regardless of the Agreement expiration date , the RECIPIENT shall not at any time convert any equipment , property, or facility acquired or developed under this Agreement to uses other than those for which assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs of such property. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 21 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works 22. RECORDS, AUDITS, AND INSPECTIONS RECIPIENT shall maintain complete program and financial records relating to this Agreement , including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit trail for all expenditures. b) Be kept in a common file to facilitate audits and inspections. c) Clearly indicate total receipts and expenditures related to this Agreement . d) Be open for audit or inspection by ECOLOGY, or by any duly authorized audit representative of the State of Washington , for a period of at least three (3) years after the final grant payment or loan repayment, or any dispute resolution hereunder. RECIPIENT shall provide clarification and make necessary adjustments if any audits or inspections identify discrepancies in the records. ECOLOGY reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced. Repetitive instances of incorrect invoicing or inadequate records may be considered cause for termination. All work performed under this Agreement and any property and equipment purchased shall be made available to ECOLOGY and to any authorized state, federal or local representative for inspection at any time during the course of this Agreement and for at least three (3) years following grant or loan termination or dispute resolution hereunder. RECIPIENT shall provide right of access to ECOLOGY, or any other authorized representative, at all reasonable times, in order to monitor and evaluate performance, compliance, and any other conditions under this Agreement . 23. RECOVERY OF FUNDS The right of the RECIPIENT to retain monies received as reimbursement payments is contingent upon satisfactory performance of this Agreement and completion of the work described in the Scope of Work . All payments to the RECIPIENT are subject to approval and audit by ECOLOGY , and any unauthorized expenditure(s) or unallowable cost charged to this Agreement shall be refunded to ECOLOGY by the RECIPIENT . RECIPIENT shall refund to ECOLOGY the full amount of any erroneous payment or overpayment under this Agreement . RECIPIENT shall refund by check payable to ECOLOGY the amount of any such reduction of payments or repayments within thirty (30) days of a written notice. Interest will accrue at the rate of twelve percent (12%) per year from the time ECOLOGY demands repayment of funds. Any property acquired under this Agreement , at the option of ECOLOGY, may become ECOLOGY's property and the RECIPIENT's liability to repay monies will be reduced by an amount reflecting the fair value of such property. 24. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid , such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision , and to this end the provisions of this Agreement are declared to be severable . 25. STATE ENVIRONMENTAL POLICY ACT (SEPA) RECIPIENT must demonstrate to ECOLOGY’s satisfaction that compliance with the requirements of the State Environmental Policy Act (Chapter 43.21C RCW and Chapter 197-11 WAC) have been or will be met. Any reimbursements are subject to this provision. 26. SUSPENSION When in the best interest of ECOLOGY, ECOLOGY may at any time, and without cause, suspend this Agreement or any portion thereof for a temporary period by written notice from ECOLOGY to the RECIPIENT . RECIPIENT shall resume performance on the next business day following the suspension period unless another day is specified by ECOLOGY. Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 22 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works 27. SUSTAINABLE PRACTICES In order to sustain Washington’s natural resources and ecosystems , the RECIPIENT is fully encouraged to implement sustainable practices and to purchase environmentally preferable products under this Agreement . a) Sustainable practices may include such activities as: use of clean energy, use of double-sided printing, hosting low impact meetings, and setting up recycling and composting programs. b) Purchasing may include such items as: sustainably produced products and services, EPEAT registered computers and imaging equipment, independently certified green cleaning products, remanufactured toner cartridges, products with reduced packaging, office products that are refillable , rechargeable, and recyclable, 100% post-consumer recycled paper, and toxic free products. For more suggestions visit ECOLOGY’s web page, Green Purchasing, https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Sustainable-purchasing. 28. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven (7) calendar days prior written notification to the RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination . Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work . Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement , ECOLOGY may refuse to pay any further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement . Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT . ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b) For Convenience ECOLOGY may terminate for convenience this Agreement , in whole or in part, for any reason when it is the best interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted below. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination . Non-Allocation of Funds. ECOLOGY’s ability to make payments is contingent on availability of funding . In the event funding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate the Agreement, in whole or part, or renegotiate the Agreement, subject to new funding limitations or conditions. ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY determines the funding insufficiency is resolved . ECOLOGY may exercise any of these options with no notification or restrictions, although ECOLOGY will make a reasonable attempt to provide notice. In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the RECIPIENT through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the RECIPIENT . In no Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85 Page 23 of 23State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: AQVWZEV-2325-ACDPWD-00027 Refuse Vehicle, Street Sweeper, PCHE, Freight Decarbonization City of Auburn - Community Development and Public Works event shall ECOLOGY’s reimbursement exceed ECOLOGY’s total responsibility under the Agreement and any amendments . If payments have been discontinued by ECOLOGY due to unavailable funds , the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination . RECIPIENT’s obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By Mutual Agreement ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will become property of ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Nothing contained herein shall preclude ECOLOGY from demanding repayment of all funds paid to the RECIPIENT in accordance with Recovery of Funds, identified herein. 29. THIRD PARTY BENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement , the state of Washington is named as an express third party beneficiary of such subcontracts with full rights as such . 30. WAIVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach , and will not be construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. End of General Terms and Conditions Template Version 12/10/2020 DocuSign Envelope ID: E6EA22F8-F722-474E-B412-4DF598192A85