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HomeMy WebLinkAbout100614_ca10JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Philip Morley, County Administrator FROM: Grace Crombleholme WSU Jefferson County Extension DATE: 10 -6 -14 RE: Grant agreement # SEANWS- 2014- JeCoWS -00006 with the Washington State Dept. of Ecology STATEMENT OF ISSUE: The Marine Resources Committee (MRC) is requesting approval on the consent agenda of the above referenced grant agreement. The effective date of this agreement is October 1, 2014; the completion date is September 30, 2015. ANALYSIS: This grant will be used to fund administration for the Jefferson County Marine Resources Committee. The tasks include coordination of MRC meetings, grant administration, MRC website, annual report, workplan and training. Services will be provided by existing staff and contractors. FISCAL IMPACT: $73,000 entirely grant- funded — no cost is incurred by the County RECOMMENDATION: We recommend that the Commissioners approve this agreement DEPARTMENT CONTACT: Grace Crombleholme 379 -5610 Ext. 206 REV0,WED BY: l i ip Morley, Co ty Adm�nistr3�or Date Agreement No: SEANWS- 2014 - JeCoWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY DEPARTMENT OF ECOLOGY State of Washington Agreement SEANWS- 2014 - JeCoWS -00006 NW Straits AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND JEFFERSON COUNTY This is a binding Agreement entered into by and between the State of Washington, Department of Ecology, hereinafter referred to as "ECOLOGY" and JEFFERSON COUNTY, 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: Page I of 32 Jefferson County Marine Resources Committee $73,000.00 $73,000.00 $73,000.00 $0.00 10/01/2014 09/30/2015 NW Straits Grant Proiect Short Description: Jefferson County MRC works to improve the health of the marine waters, shorelines and aquatic resources through implementing priorities of the Puget Sound Action Agenda. This grant will provide administrative support, expand the successful eelgrass voluntary no- anchor zone in Port Townsend, support basic education and outreach programs, design an interpretive sign about nearshore restoration at Fort Townsend State Park, and install a rain garden project. Project Long Description: Jefferson County MRC works to improve the health of the marine waters, shorelines and aquatic resources through implementing priorities of the Puget Sound Action Agenda. For this project, the MRC is targeting two Action Agenda targets: protecting and restoring marine habitats and preventing pollution from stormwater runoff. In addition to the projects described below, this funding provides education and outreach programming and administrative support for the MRC to accomplish these goals. Protecting and restoring marine habitats SEANWS -2014- JeCoWS -00006 Agreement No: SEANWS - 2014- JeCoWS -00006 Page 2 o 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY l) The existing Port Townsend voluntary no -anchor zone project has successfully protected eelgrass beds along the city's waterfront for the last 10 years. The MRC is now proposing to expand this voluntary no- anchor zone southward from the Ferry Dock to Boat Haven (approximately 3,000 ft). Port Townsend is a major boat center and a number of boats anchorjust offshore. Boat anchors do significant damage to eelgrass beds. Boaters are happy to anchor outside the beds if they know where they are. 2) The MRC, in partnership with the Northwest Straits Foundation, and WA State Parks have been working on a nearshore restoration project at Fort Townsend State Park. Construction funding is expected in 2015. The project is both a habitat enhancement and a demonstration project on public land. The MRC will partner with WA State Parks to develop an interpretive sign for this site, so that visitors understand why and how the shoreline has been restored. Preventing pollution from stormwater runoff The MRC, in partnership with the City of Port Townsend and WSU Extension, has developed plans to construct a rain gardens demonstration project in uptown Port Townsend to filter stormwater runoff that otherwise flows directly from street run -off into Port Townsend Bay. This funding will support the construction of the rain gardens and provide interpretive signs at the rain garden site and at the outfall pipe that is located adjacent to the Northwest Maritime Center at a popular local beach access point. Overall Goal: Implement local projects that improve the health of the marine waters, shorelines and aquatic resources in Jefferson County. S EAN W S- 2014 -JeCo W S -00006 Agreement No: SEANWS- 2014- JeCoWS -00006 Project Title. Jefferson County Marine Resources Committee Recipient Name: JEFFERSONCOUNTY RECIPIENT INFORMATION Organization Name: JEFFERSON COUNTY Federal Tax ID: 91- 6001322 DUNS Number: 184826790 Mailing Address: 380 Jefferson Street Port Townsend, WA, 98368 Physical Address: 380 Jefferson Street Port Townsend, Washington, 98368 Contacts Page 3 of 32 Project Manager Cheryl Lowe MRC Coordinator 380 Jefferson St Port Townsend, Washington, 98368 Email cheryl.lowe @wsu.edu Phone: (360) 379 - 5610 x230 Billing Contact Grace Crombleholme 380 Jefferson Street Port Townsend, Washington, 98368 Email: gcrombleholme @co.jefferson.wa.us Phone: (360) 379 - 5610 X206 Authorized Laura Rehmke Lewis Signatory Director 380 Jefferson Street Port Townsend, Washington, 98368 Email: laura.lewis@wsu.edu Phone: (360) 379 -5610 S EAN W S- 2014 -1 eCo W S -00006 Agreement No. SEANWS- 2014- JeCoWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name. JEFFERSON COUNTY ECOLOGY INFORMATION Mailing Address: Department of Ecology Shorelands PO BOX 47600 Olympia, WA 98504 -7600 Physical Address: Shorelands 300 Desmond Drive Lacey, WA 98503 Contacts Page 4 of 32 Project Sasha Horst Manager Northwest Straits Commission 10441 Bayview - Edison Road Mount Vernon, Washington, 98273 Email: horst@nwstraits.org Phone: (360) 428 -1084 Financial Sasha Horst Manager Northwest Straits Commission 10441 Bayview- Edison Road Mount Vernon, Washington, 98273 Email: horst @nwstraits.org Phone: (360) 428 -1084 Technical Caroline Gibson Advisor Northwest Straits Commission 10441 Bayview- Edison Road Mount Vernon, Washington, 98273 Email: gbson@nwstraits.org Phone: (360) 385 -1153 SEANW S- 2014- JeCoWS -00006 � e Agreement No: SEANWS- 2014- JeCOWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY Page 5 of 32 RECIPIENT agrees to furnish the necessary personnel, equipment, materials, services, and otherwise do all things necessary for or incidental to the performance of work as set forth in the Scope of Work. RECIPIENT agrees to read, understand, and accept all information contained within this entire Agreement. Furthermore, RECIPIENT acknowledges that they have reviewed the terms and conditions of this Agreement, Scope of Work, attachments, all incorporated or referenced documents, as well as all applicable laws, statutes, rules, regulations, and guidelines mentioned in this Agreement. This Agreement contains the entire understanding between the parties, and there are no other understandings or representations other than as set forth, or incorporated by reference, herein. This Agreement shall be subject to the written approval of Ecology's authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement. IN WITNESS WHEREOF, the parties hereby sign this Agreement Washington State Department of Ecology Program Manager Gordon White Shorelands Date , 9proved as form onlA y , vidAl= , Chief Civil SEAN W S- 2014 -JeCo W S -00006 JEFFERSON COUNTY Laura Rehmke Lewis Date Director Chairperson, Board of County Date Commissioners Agreement No SEANWS - 2014- JeCOWS -00006 Page 6 of 32 Project Title. Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY SCOPE OF WORK Task Number: 1 Task Cost: $27,400.00 Task Title: MRC Operations Task Description: 1.1 MRC Meetings and Communication: schedule and hold regular meetings of the MRC; prepare and distribute agenda; prepare and distribute meeting minutes; invite speakers on topics of community interest; and other logistical and communication functions as needed. Provide summary of activities for MRC representative to share at Northwest Straits Commission (NWSQ meetings. 1.2 Grant administration: Prepare progress reports, final report and closeout report for Northwest Straits Commission; track and administer budget; document matching funds and volunteer time; perform contract management; and prepare grant applications for MRC projects. 1.3 MRC Web Site: Existing MRC web site will be maintained and regularly updated with notices of upcoming meetings and agendas and other timely and relevant information. 1.4 Annual Report: This report will summarize MRC activities and progress on projects, including progress in achieving the Northwest Straits Initiative's performance benchmarks and connection to Puget Sound Action Agenda. 1.5 Annual Workplan: The workplan will include the objectives, timeframe, products, and benchmarks addressed in this scope of work. 1.6 Training: The MRC members will attend the Northwest Straits Commission training and/or additional conferences, trainings, and workshops as appropriate. 1.7 Representation at N WSC meetings: A representative of the MRC will attend each Northwest Straits Commission meeting and provide an update on current activities of the MRC. 1.8 Local Integrating Organization: The MRC will participate in meetings and operations of the Local Integrating Organization (LIO) in order to contribute a marine water and nearshore focus to the process. Task Goal Statement: To carry out administrative functions in support of the mission (including work plan preparation, developing and preparing grant proposals, programmatic staff support, project monitoring and perform 7T11 aarrYY ed q1 it; catign programs and grant writing), travel, planning and participate in training opportunities. I v(n ctqi, Task Expected Outcome: 1—IN-1 , ,,, -- a. MRCS have a documented process to recruit and train members to be active participaAi4tdrtd cgmzJ utors too tx work of the MRC. b. Information about projects and the work of the MRC is accessible and shared regularly through presentations, meetings and web site. c. The MRC meets regularly in a public forum that is promoted locally to community members and decision makers. d. The MRC is informed of and contributes to the work of the Northwest Straits Commission. SEAN W S- 2014 -JeCo W S -00006 Agreement No SEANWS- 2014- JeCoWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY e. The value of volunteer hours and other local contributions to the work of the MRC is documented and shared with the Commission and the County. f. The work of the MRC is planned in advance through an annual workplan and documented in an annual report. g. MRC members and staff contribute to other relevant local and regional processes related to marine issues. MRC Operations Deliverables Page 7 of 32 Number Description Due Date 1.1 Quarterly Progress reports 09/15/2015 1.2 Quarterly Meeting agendas and minutes 09/15/2015 1.3 Semi Annual site address and CD of site contents 04/10/2015 1.4 Annual Report 09/15/2015 1.5 Quarterly List ofNWSC meetings, conferences and other workshops attended and names of MRC members attending 09/15/2015 1.6 Monthly reports to the Commission 09/15/2015 1.7 New member training summary 09115/2015 1.8 Quarterly matching funds/volunteer time tracking 09/15/2015 SEANWS - 2014 -JeCoW S -00006 Agreement No: SEANWS- 2014- JeCoWS -00006 Project Title. Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY SCOPE OF WORK Task Number: 2 Task Cost: $24,252.50 Task Title: Port Townsend Eelgrass No -anchor Zone -Phase 2 Task Description: Port Townsend is a major boat center and visiting boats often anchor just offshore. Boat anchors can do significant damage to eelgrass beds by dragging anchors or extra anchor chain dragging along the bottom as the boats move with the currents. We have seen that boat owners are very willing to anchor outside eelgrass beds if they know where the eelgrass beds are located. The existing Port Townsend voluntary no -anchor zone project has successfully protected eelgrass beds along the city's waterfront for the last 10 years. The MRC is now proposing to expand this voluntary no- anchor zone southward from the Ferry Dock toward Boat Haven (approximately 36 acres). When completed, at least four additional seasonal navigational buoys will mark the outer boundary of the eelgrass bed along the southern portion of the Port Townsend waterfront. Maintenance and/or replacement of existing marker buoys will continue. Interpretive signs with the expanded no-anchor zone information will replace existing signs in five locations and a sixth sign will be placed in a new location near the Port of Port Townsend's Boat Haven. A new pamphlet describing the expanded voluntary no -anchor zone will be printed and distributed. Monitoring for this project will include photo - documentation of boats anchoring in project area before and after installation. Baseline information will be collected during the 2014 Wooden Boat Festival (before project implementation). Buoy installation will likely take place in late summer 2015 and photo - documentation following installation will be conducted during the 2015 Wooden Boat Festival (Sept 11 -13, 2015), which is Port Townsend's largest boat- related event. Eelgrass mapping data in suitable format will be provided to SoundIQ. Task Goal Statement: Expand the Port Townsend voluntary no- anchor zone from Washington State Ferry dock to Boat Haven, a distance of approximately 3,000 linear feet to protect approximately 36 acres of eelgrass beds. Update outreach materials to reflect new expanded area. Task Expected Outcome: The long -term outcome is prevention of boat - related damage to eelgrass beds along the Port Townsend waterfront resulting from a change in boater behavior along this new section. Short-term outcomes are seasonal navigational buoys marking the expanded no- anchor zone and updated interpretive signs and materials describing why this is important to the health of Puget Sound. Promotional materials distributed at the 2015 Wooden Boat Festival and at local marinas will reach a large number of our target audience. Recipient Task Coordinator: Cheryl Lowe SEAN W s- 2014 -JeCo WS -00006 Page 8 of 32 Agreement No: SEANWS- 2014- JeCoWS -00006 Page 9 of 32 Project Titles Jefferson County Marine Resources Committee Recipient Name. JEFFERSON COUNTY Port Townsend Eelgrass No- anchor Zone -Phase 2 Deliverables Number Description Due Date 2.1 Copies of all required permits. 06/30/2015 2.2 Copy of updated pamphlet. 05/29/2015 23 PDF of final design for interpretive sign. 06/30/2015 2.4 Photos of navigational buoys and interpretive signs installed. 08/31/2015 2.5 Eelgrass data submitted to SoundlQ. 06/30/2015 2.6 Monitoring report (photo - documentation) for compliance at 2015 Wooden Boat Festival. 09/15/2015 2.7 Summary Report 09/15/2015 SEANWS- 2014 -JeCoW 5 -00006 Agreement No: SEANWS - 2014- JeCOWS -00006 Page 10 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name'. JEFFERSON COUNTY SCOPE OF WORK Task Number: Task Cost: $5,075.00 Task Title: Ft Townsend State Park Nearshore Restoration Sign Task Description: Jefferson MRC, Washington State Parks and the Northwest Straits Foundation have been working on a nearshore restoration project at Fort Townsend State Park. This park has an armored landing that provides beach access for park users, but involves climbing down large riprap. North and south of the landing are natural feeder bluffs. The restoration project will remove approximately 65% of the armoring and fill, restoring nearshore processes and habitat for forage fish spawning, and will provide safer public access to the beach. Construction funding is anticipated through other funding sources in 2015. For this task, the MRC will partner with WA State Parks to develop and test the effectiveness of an interpretive sign for this site, so that park visitors understand why and how the shoreline has been restored. The site is the only public beach access along a 4 -mile section of shoreline between Port Townsend and Port Hadlock. Construction is expected in September 2015, and installation of the sign will occur after construction is completed. Pre- installation outreach will be conducted with Friends of Fort Townsend and for a local neighborhood association, including content for a newsletter article. Sign design and development will be guided by a team of experienced professionals and will include EPA as fonder and MRC as partner. Testing of the effectiveness of the draft sign will be done using a visitor survey or during presentations to a local neighborhood association, as final installation will occur after the grant period ends. Task Goal Statement: Use site as a demonstration of armor removal and soft -shore stabilization, and increase public understanding of nearshore processes and the importance of forage fish habitat. Task Expected Outcome: Fort Townsend State Park visitors and volunteers associated with the Friends of Fort Townsend will have a better understanding of the impact of shoreline armoring and how the restoration restores nearshore processes and habitats. Recipient Task Coordinator: Cheryl Lowe Ft Townsend State Park Nearshore Restoration Sign Deliverables Number Description Due Date 3.1 Copy of final design of interpretive sign. (Sign installation will be done 09/15/2015 after project construction is completed (est. October 2015). 3.2 Sign -in list from presentations and/or copy of newsletter article for 09/15/2015 Friends of Fort Townsend and one nearby shoreline community. S FAN W S- 2014 -JeCO W S -00006 Agreement No: SEANWS- 2014- JeCoWS -00006 Page 11. of 32 Project Title. Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY SEAN W 5- 2014 -JeCo W 5 -00006 Agreement No: SEANWS- 2014- JeCoWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY SCOPE OF WORK Task Number: 4 Task Cost: $8,612.50 Task Title: Rain Garden Task Description: The MRC, in partnership with the City of Port Townsend and WSU Extension, has already developed plans to construct a rain garden demonstration project in uptown Port Townsend on City right of way property that is now ready for the installation phase. This project will filter stormwater runoff that otherwise flows directly from an uptown neighborhood street into Port Townsend Bay. This task will support the construction of two min garden segments on an urban street and provide interpretive signs at the uptown street site and at the outfall pipe adjacent to the Northwest Maritime Center at a popular local beach. This outlet pipe is one of the problem sites identified by recent Jefferson County Environmental Health Department monitoring for E.coli in NE Jefferson County. Well- established research has shown that rain gardens are effective in filtering stormwater run -off to increase on -site infiltration and absorb contaminants. Our assumption is that E.coli levels are an indicator of the presence of multiple stormwater contaminants. Signs will help promote the value of min gardens for treating stormwater. QR codes on the interpretive signs will be used to measure effectiveness of communicating messages at min garden and at the outfall pipe sites. Signs will include recognition of EPA as funder and MRC as partner. MRC support staff at WSU Extension will provide construction oversight to ensure rain garden BMPs are used. This includes WSU water quality faculty with extensive stormwater and min garden experience. MRC member Judy D'Amore will work with MRC staff on design of interpretive signs and community outreach. WSU Extension s Master Gardeners will assist MRC with community volunteers for planting and initial maintenance. City of Port Townsend will provide permitting and construction assistance. No chemical analysis other than Jefferson County Health Dept monitoring will be conducted before and after installation. The MRC team will collect basic information about changes in water volume flowing into the main downstream storm water pipe before and after installation. Task Goal Statement: Treat urban storm water flowing directly into Port Townsend Bay and to provide information and a new local demonstration site illustrating the benefits of rain gardens to City of Port Townsend residents and visitors. Task Expected Outcome: Decrease the quantity of storm water entering the Monroe Street drainpipe that leads directly to Port Townsend Bay by conducting a pre - installation flow monitoring downstream of the min garden installations and post - installation monitoring to determine flow reduction with similar size storm events. Increase local awareness of the benefits of rain gardens to improve water quality in Puget Sound. This outcome will be measured by printing a QR code on the signs, which will direct people to a website where they will be able to get more information. This will register the number of contacts made via the signs, which will act as a surrogate to more extensive awareness measurement. SEAN W S- 2014 -JeCo W S -00006 Page 12 of 32 Agreement No: SEANWS- 2014- JeCoWS -00006 Project Title. Jefferson County Manne Resources Committee Recipient Name: JEFFERSONCOUNTY Recipient Task Coordinator: Cheryl Lowe Rain Garden Deliverables Page 13 of 32 Number Description Due Date 4.1 Two rain garden sections installed. 06/30/2015 4.2 Two interpretive signs installed - -one at site of rain gardens and one at outfall pipe. 07/31/2015 4.3 Report of pre - installation and post - installation storm water flows. 09/15/2015 4.4 Summary report (including before and after photos of site) 09/15/2015 S EA N W 5 -20 t 4 -JeCo W S -00006 Agreement No. SEANWS- 2014- JeCoWS -00006 Project Title_ Jefferson County Marine Resources Committee Recipient Name'. JEFFERSON COUNTY Task Number: Task Title: Education and Outreach Program Task Cost: $7,660.00 Task Description: The primary goal of the Jefferson MRC outreach program is to provide information about and recommend actions related to MRC projects (eelgrass and shellfish protection, water quality, nearshore restoration and maintaining unarmored shorelines.) A secondary goal is to reach a wide geographic area within the County. The MRC will develop a 2015 Outreach Plan that identifies target audiences, events and programs and describes how outcomes will be measured. Proposed components of the 2015 Education and Outreach Program include an MRC presence for at least three local events or meetings, provide local support for Northwest Straits Initiative- sponsored education programs, provide at least one media article or advertisement to inform the public about MRC projects and/or promote shoreline stewardship actions, provide one article for the local WSU Shore Stewards newsletter, and organize a public meeting to describe and promote the use and value of the SoundlQ tool for city and county planners, non -profit partners and local residents. These programs will complement the outreach components of other tasks. Task Goal Statement: To increase awareness of Jefferson County MRC projects and to promote actions that improve water quality and protect nearshore and marine resources. Task Expected Outcome: Changes in behavior are often the result of multiple contacts and messages over time, so the results of educational efforts are difficult to measure. Expected outcomes are more easily measured by counting direct contacts (audience numbers for presentations, face to face conversations at events, or signed pledges to take certain actions) and indirect contacts (estimated audience/reach of print or electronic media). Once the 2015 Outreach Plan is completed, measurable outcome numbers will be identified. Recipient Task Coordinator: Cheryl Lowe Education and Outreach Program Deliverables Page 14 of 32 Number Description Due Date 5.3 Sign -up sheets from MRC display or presentation at 3 venues 09/15/2015 5.4 Copy of one published media article or advertisement to inform the public about MRC projects or promote shoreline stewardship actions and one article published in the local WSU Shore Stewards newsletter. 09/15/2015 5.1 Sign -up sheet from Sound IQ public presentation 11/14/2014 5.2 Copy of 2015 Education and Outreach Plan 10/31/2014 S EAN W S- 2014 -JeCo W S -00006 Agreement No. SEANWS- 2014- JeCoWS -00006 Page 15 of 32 Project Title. Jefferson County Marine Resources Committee Recipient Name. JEFFERSON COUNTY SEANW 5- 2014- JeCoWS -00006 Agreement No SEANWS - 2014- JeCoWS -00006 Page 16 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY _WC TH Funding Distribution EG150013 Funding Title: Northwest Straits 2014 -15 MRC Grants Funding Type: grant Funding Expiration Date: Funding Effective Date: 10/01/2014 Funding Source: Title: EPA -NW Straits Type: Federal CFDA: 66.456 Assistance Agreement: Description: Title: NOAA- NWStraits Type: Federal CFDA: 11.419 Assistance Agreement: Description: Recipient Match %: 0 InKind Interlocal Allowed: No InKind Other Allowed: No Is this Funding Distribution used to match a federal grant? No Northwest Straits 2014 -15 MRC Grants Task Total MRC Operations $ 27,400.00 Port Townsend Eelgrass No- anchor Zone -Phase 2 $ 24,252.50 Ft Townsend State Park Nearshore Restoration Sign $ 5,075.00 Rain Garden $ 8,612.50 Education and Outreach Program $ 7,660.00 Total: $ 73,000.00 SEAN W S- 2014 -JeCo W S -00006 09/30/2015 Agreement No: SEANWS- 2014- JeCoWS -00006 Project Title. Jefferson County Marine Resources Committee Recipient Name. JEFFERSON COUNTY Fundine Distribution Summary Recipient/ Ecology Share Page 17 of 32 Funding Distribution Name Recipient Match % Recipient Share Ecology Share Total Northwest Straits 2014 -15 MRC Grants 0.00 % S 0.00 S 73,000.00 S 73,000.00 Total S 0.00 S 73,000.00 S 73.000.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS The Sub - Recipients shall comply with all applicable federal, State, and local laws, rules, and regulations in carrying out the terms and conditions of this Agreement. ADMINISTRATIVE CONDITIONS 1. Cost Principles RECIPIENTS of federal funds must comply with Title 2 CFR 200, Uniform Administration Requirements, Cost Principles, and Audit Requirements for Federal Awards, which replaced the following Office of Management and Budget (OMB) circulars: • OMB Circular A -21, Cost Principles for Educational Institutions. • OMB Circular A -87, Cost Principles for State, Local, and Indian Tribal Governments. • OMB Circular A -122, Cost Principles for Non -Profit Organizations. • OMB Circular A -102, Uniform Administrative Requirements for States and Local Governments. • OMB Circular A -110, Uniform Administrative Requirements for Institutions of Higher Education and Non -Profit Organizations. • OMB Circular A -133, Audits of States, Local Governments, and Non - Profit Organization. • OMB Circular A -133, Compliance Supplement. OMB Circulars are found at: http: / /www.whitehouse.gov /omb /circulars/, and the Code of Federal Regulations are at: http: / /www.gpo.gov /fdsys/browse /col lectionCfr. acti on ?co I lectionCode =CFR. The applicability of the Cost Principles depends on the type of organization incurring the costs. 2. Audit Requirements The Sub - Recipient shall fully comply with requirements of OMB Circular A -133, `Audits of States, Local Governments, and Non -Profit Organizations, if applicable. 3. Hotel -Motel Fire Safety Act Pursuant to 40 CFR 30.18, if applicable, and 15 USC 2225x, Sub - Recipient agrees to ensure that all space for conferences, meetings, conventions, or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act (PL 101 -391, as amended. Sub - Recipient may search the Hotel -Motel National Master List at: http: / /www.usfa.dhs.gov /applications/hotel to see if a property is in compliance (FEMA ID is currently not required), or to find other information about the Act. SEAN WS- 2014- JeCoWS -00006 Agreement No: SFANWS- 2014- JeCoWS -00006 Page 18 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name'. JEFFERSON COUNTY 4. Recycled Paper Institutions of Higher Education Hospitals and Non -Profit Organizations In accordance with 40 CFR 30.16, Sub - Recipient agrees to use recycled paper and double -sided printing for all reports which are prepared as a part of this Agreement and delivered to EPA. This requirement does not apply to reports prepared on forms supplied by EPA, or to Standard Forms, which are printed on recycled paper and are available through the General Services Administration. State Agencies and Political Subdivisions In accordance with Section 6002 of the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. 6962) any State agency or agency of a political subdivision of a State which is using appropriated Federal funds shall comply with the requirements set forth. Regulations issued under RCRA Section 6002 apply to any acquisition of an item where the purchase price exceeds $10,000 or where the quantity of such items acquired in the course of the preceding fiscal year was $10,000 or more. RCRA Section 6002 requires that preference be given in procurement programs to the purchases of specific products containing recycled materials identified in guidelines developed by EPA. These guidelines are listed in 40 CFR 247. State and Local Institutions of Higher Education and Non -Profit Organizations In accordance with 40 CRF 30.16, State and local institutions of higher education, hospitals, and non -profit organizations that receive direct Federal funds shall give preference in their procurement programs funded with Federal funds to the purchase of recycled products pursuant to EPA's guidelines. State Tribal and Local Government Recipients In accordance with the policies set forth in EPA Order 1000.25 and Executive Order 13423, Strengthening Federal Environmental, Energy and Transportation Management (January 24, 2007), Sub - Recipient agrees to use recycled paper and double sided printing for all reports which are prepared a part of this Agreement and delivered to EPA. This requirement does not apply to reports prepared on forms supplied by EPA, or to Standard Forms, which are printed on recycled paper and are available through the General Services Administration. 5. Lobbying Sub- Recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. Sub - Recipient shall include the language of this provision in award documents for all sub -awards exceeding $100,000, and require that sub- awardees submit certification and disclosure forms accordingly. In accordance with the Byrd Anti- Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each expenditure. Part 30 Recipients All contracts awarded by Sub - Recipient shall contain, when applicable, the anti - lobbying provisions as stipulated in the Appendix at Title 40 CFR Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act, Sub - Recipient affirms that it is not a non -profit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a non - profit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Lobbying and Litigation S EAN W S- 2014 -JeCo W S -00006 Agreement No SEANWS -20t4- JeCoWS -00006 Page 19 of 32 Project Title'. 3efTerson County Marine Resources Committee Recipient Name_ JEFFERSON COUNTY Sub - Recipient's chief executive officer shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. Sub - Recipient shall abide by its respective OMB Circular (A -21, A -87, or A -122), which prohibits the use of Federal grant funds for litigation against the United States or for lobbying or other political activities. 6. Suspension and Debarment Sub - Recipient shall fully comply with Subpart C of 2 CFR Part 180 and 2 CFR Part 1532, entitled `Responsibilities of Participants Regarding Transaction (Doing Business with Other Persons)'. Sub - Recipient is responsible for ensuring that any lower tier covered transaction as described in Subpart B of 2 CFR Part 180 and 2 CFR Part 1532, entitled `Covered Transactions', includes a term or condition requiring compliance with Subpart C. Sub - Recipient is responsible for further requiring the inclusion of a similar tern or condition in any subsequent lower tier covered transactions. Sub - Recipient acknowledges that failing to disclose the information as required at 2 CFR 180.335 may result in the delay or negation of this assistance agreement, or pursuance of legal remedies, including suspension and debarment. Sub - Recipient may access the Excluded Parties List System at: http: / /www.epis.gov. This term and condition supersedes EPA Form 570049, `Certification Regarding Debarment, Suspension, and Other Responsibility Matters'. 7. Drug -Free Workplace Certification The recipient organization must make an ongoing, good faith effort to maintain a drug -free workplace pursuant to the specific requirements set forth in Title 40 CFR 36.200- 36.230. Additionally, in accordance with these regulations, recipient organization must identify all known workplaces under its federal award; Those recipients who are individuals must comply with the drug -free provisions set forth in Title 2CFR Part 1536 Subpart C. The consequences for violating this condition are detailed under Title 2 CFR Part 1536 Subpart E. Recipients can access the Code of Federal Regulations (CFR) Title 2 Part 1536 at http: / /ecfr.gpoarecess.gov. 8. Management Fees Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable. The tear "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities, or for other similar costs which are not allowable under this assistance agreement. Management fees or similar charges may not be used to improve or expand the project funded under this Agreement, except to the extent authorized as a direct cost of carrying out the scope of work. 9. Reimbursement Limitation If Sub - Recipient expends more than the amount of federal funding in its approved budget in anticipation of receiving additional funds, it does so at its own risk. The Federal Government is not legally obligated to reimburse Sub - Recipient for costs incurred in excess of the approved budget. 10. Payment to Consultants EPA will limit its participation in salary rate (excluding overhead) paid to individual consultants retained by Agency or CONTRACTOR or SUBCONTRACTOR to the maximum daily rate for a GS -18 (40 CFR 31.36 6) or 40 CFR 30.27 (b)). This limitation applies to consultations services of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include transportation and subsistence costs for travel performed. CONTRACTOR may pay more than the consultant fee cap, but non -EPA funds must be used for the amount above the GS -18 amount. Subagreements with firths for services which are awarded using the procurement requirements in 40 CFR Parts 30 or 3l, as applicable, are not affected by this limitation unless the terms of the contract provide the AGENCY with responsibility for the selection, direction, and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See EPA's "Interpretation of Regulations Related to Payments to Consultants Under Grants" at 18380 Federal Register /Vo.69, No. 67 to determine if the limitation applies. SEAN W S- 2014 - JeCoWS -00006 Agreement No SEANWS - 2014- 1eCoWS -00006 Page 20 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSONCOUNTY 11. Trafficking Victim Protection Act of 2000 (TVPA) as Amended. To implement requirements of Section 106 of the Trafficking Victims Protection Act of 2000, as amended, the following provisions apply to this award: a. We, as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity: (1) is determined to have violated an applicable prohibition in the Prohibition Statement below; or (2) has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in the Prohibition Statement below through conduct that is either: (a) associated with performance under this award; or (b) imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 1532. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in the Prohibition Statement below. b. Our right to terminate unilaterally that is described in paragraph a of this award term: (1) implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(8)), and (2) is in addition to all other remedies for noncompliance that are available to us under this award. c. The following prohibition statement applies to Sub - Recipient, and all sub - awardees of Sub - Recipient. Sub - Recipient must include this statement in all sub - awards made to any private entity under this Agreement. Prohibition Statement - You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the period of time that the award is in effect; or use forced labor in the performance of the award or subawards under the award. 12. DUNS and CCR Requirements (Updated 8/1/12) A. Requirement for Central Contractor Registration (CCR) /System for Award Management (SAM). Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for Data Universal Numbering System (DUNS) numbers. If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you. 2. May not make a subaward to an entity unless the entity has provided its DUNS number to you. C. Definitions. For purposes of this award term: 1. Central Contractor Registration (CCR) /System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the System for Award Management (SAM) Internet site http: / /www,sain.gov. SEAN W S -2014) eCo W S -00006 Agreement No SEANWS- 2014 - JeCoWS -00006 Page 21 of 32 Project Tide. Jefferson Cowry Marine Resources Committee Recipient Name: JEFFERSON COUNTY 2. Data Universal Numbering System (DUNS) number means the nine -digit number established and assigned by Dun and Bradstreet, Inc. (D &B) to uniquely identify business entities. A DUNS number may be obtained from D &B by telephone (currently 866 - 705 -5711) or the Internet (currently at http: / /fedgov.dnb.com /webforin). Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C: a. A Governmental organization, which is a State, local government, or Indian tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for- profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non - Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The tern does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. - -.210 of the attachment to OMB Circular A -133, "Audits of States, Local Governments, and Non -Profit Organizations "). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and b. Is accountable to you for the use of the Federal funds provided by the subaward. 13. FY2011 ACORN Funding Restriction No funds provided under this Agreement may be used for sub - awards /sub - grants or contracts to the Association of Community Organizations for Reform NOW (ACORN) or any of its subsidiaries. 14. Disadvantaged Business enterprise Requirements, General Compliance Sub - Recipient agrees to comply with the requirements of EPA's Program for Utilization of Small, Minority and Women's Business Enterprises in procurement under assistance agreements, contained in 40 CFR, Part 33. Contract Administration Provisions, 40 CFR, Section 33.302. The RECIPIENT agrees to comply with the contract administration provisions of 40 CFR, Section 33.302. 15. Sub -Awards If Sub - Recipient makes sub - awards under this Agreement, Sub - Recipient is responsible for selecting its sub - awardees and, if applicable, for conducting sub -award competitions. Sub - Recipient agrees to: 1. Establish all sub -award agreements in writing; 2. Maintain primary responsibility for ensuring successful completion of the approved project (SUB - RECIPIENT CANNOT DELEGATE OR TRANSFER THIS RESPONSIBILITY TO A SUB- AWARDEE). 3. Ensure that any sub - awards comply with the standards in Section 210(a) -(d) of OMB Circular A -133, and are not used to acquire commercial goods or services for the sub- awardee. 4. Ensure that any sub -awards to 501(c)(4) organizations do not involve lobbying activities; 5. Monitor the performance of sub - awardees, and ensure sub - awardees comply with all applicable regulations, statutes, and terms and conditions which flow down in the sub - award; 6. Obtain ECOLOGY'S consent before making a sub -award to a foreign or international organization, or a sub -award to be performed in a foreign country; and 7.Obtain approval from Ecology for any new sub -award work that is not outlined in the approved work plan in S EA N W S -20 t 4- JeCoWS -00006 Agreement No: SFANWS- 2014 - JeCoWS -00006 Page 22 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY accordance with 40 CPR Parts 30.25 and 31.30, as applicable. 16. FY 12 APPR ACT: Unpaid Federal Tax Liabilities and Federal Felony Convictions This award is subject to the provisions contained in the Department of Interior, Environment, and Related Agencies Appropriations Act, 2012, HR 2055, Division E, Sections 433 and 434 (sections 433 and 434) regarding unpaid federal tax liabilities and federal felony convictions. Accordingly, by accepting this award the recipient acknowledges that it: (1) is not subject to any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, and (2) has not been convicted (or had an officer or agent acting on its behalf convicted) of a felony criminal conviction under any Federal law within 24 months preceding the award, unless EPA has considered suspension or debarment of the corporation, or such officer or agent, based on these tax liabilities or convictions and determined that such action is not necessary to protect the Government's interests. If the recipient fails to comply with these provisions, EPA will annul this agreement and may recover any funds the recipient has expended in violation of sections 433 and 434." PROGRAMMATIC CONDITIONS 1. Semi - Annual Performance Reports Consistent with 40 CFR §35.115 and EPA Order 5700.7, the sub - recipient will submit performance reports using the Financial and Ecosystem Accounting Tracking System (FEATS) form every six (6) months during the life of the project. The FEATS form will be provided to the sub - recipient by the ECOLOGY Project Manager. The reporting periods shall end March 31st and September 30th of each calendar year. Reports shall be submitted on or before April 15th and October 15th of each calendar year to ECOLOGY's Project Manager. It is preferred that reports be submitted by electronic mail. In accordance with 40 CFR Part 30.51(d) and 40 CFR Part 31.40, as appropriate, the sub - recipient agrees to submit performance reports that include brief information on each of the following areas: (a) A comparison of actual accomplishments to the outputs /outcomes established in the assistance agreement work plan and sub - awards for the period. (b) The reasons for slippages if established outputs /outcomes were not met. (c) Additional pertinent information, including when appropriate, analysis and nformation of cost overruns or high unit costs. In addition to the semi - annual performance reports, the sub - recipient shall immediately notify ECOLOGY's Project Manager of any developments that have a significant impact on the award - supported activities. In accordance with 40 CFR Part 30.51(1) and 40 CFR Part 31.40(d), as appropriate, the sub - recipient agrees to inform ECOLOGY's Project Manager as soon as problems, delays or adverse conditions become known which will materially impair the ability to meet the outputs /outcomes specified in the assistance agreement work plan. This notification shall include a statement of the action taken or contemplated, and any assistance needed to resolve the situation. 2. Credit and Acknowledgement Reports, documents, signage, videos, or other media, developed as part of projects funded by EPA funded Agreements shall display both the EPA and Puget Sound Partnership logos and the following credit line: "This project has been funded wholly or in part by the United States Environmental Protection Agency under Assistance Agreement PC- OOJ90301. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for use." This requirement is for the life of the product, whether during or after the Agreement period. 3. Copyrighted Material EPA has the right to reproduce, publish, use, and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes. Ecology acknowledges that EPA may authorize another grantee to SEAN W S- 2014 - JeCoWS -00006 Agreement No SEANWS- 2014 - JeCoWS -00006 Page 23 of 32 Project Title: Jefferson County Manne Resources Committee Recipient Name: JEFFERSON COUNTY use copyrighted works or other data developed under this Agreement as a result of: a) the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or; b) termination or expiration of this agreement. 4. Intellectual Property Rights Unless otherwise provided, all materials produced under this contract shall be considered "works for hire" as defined by the U.S. Copyright Act 17 U.S.C. § 101, et seq., and shall be owned by the AGENCY. Where federal funding is involved, the awarding federal agency may have a proprietary interest in patent rights to any inventions that are developed by the CONTRACTO as provided in 35 U.S.C. §§ 200 -212 and 37 CFR part 401 and retains a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. CONTRACTOR acknowledges that EPA has the right to reproduce, publish, use, and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes and EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under contract to perform another grant when such use promotes efficient and effective use of Federal grant funds. Materials meals all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights. In the event the materials are not considered "works for hire" under the U.S. Copyright laws CONTRACTOR shall grant AGENCY, and any federal entity which provided federal funds used in this contract, retain 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. Material which CONTRACTOR uses to perform the contract but is not created for or paid for by AGENCY is not `work made for hire"; however, CONTRACTOR shall grant the AGENCY a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display, provided that such license shall be limited to the extent which CONTRACTOR has a right to grant such a license to use this material for AGENCY internal purposes at no charge to AGENCY. The CONTRACTOR warrants and represents that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to the AGENCY. The AGENCY shall receive prompt written notice of each notice or claim on infringement received by the CONTRACTOR with respect to any materials delivered under this contract. The AGENCY shall have the right to modify or remove any restrictive markings placed upon the material by the CONTRACTOR. 5. Peer Review The results of this project may affect management decisions relating to Puget Sound. Prior to finalizing any significant technical products the Principal Investigator (PI) of this project must solicit advice, review and feedback from a technical review or advisory group consisting of relevant subject matter specialists. A record of comments and a brief description of how respective comments are addressed by the PI will be provided to the Ecology Project Manager prior to releasing any final reports or products resulting from the project. 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. SEAN W S- 2014 - JeCoWS -00006 Agreement No: SEANWS- 2014- JeCuWS -00006 Page 24 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION: 1. The RECIPIENT /CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the RECIPIENT /CONTRACTOR is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. 2. The RECIPIENT /CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT /CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the department for assistance in obtaining a copy of those regulations.. 4. The RECIPIENT /CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 5. The RECIPIENT /CONTRACTOR further agrees by signing this agreement, that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. Pursuant to 2CFR180.330, the RECIPIENT /CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 7. RECIPIENT /CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. 8. RECIPIENT /CONTRACTOR agrees to keep proof in its agreement file, that it, and all lower tier recipients or contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved for payment. RECIPIENT /CONTRACTOR must run a search in <bM: / /www.sam.gov> and print a copy of completed searches to document proof of compliance. Federal Funding Accountability And Transparency Act (FFATA) Reporting Requirements: RECIPIENT must complete the FFATA Data Collection Form (ECY 070 -395) and return it with the signed agreement to ECOLOGY. Any RECIPIENT that meets each of the criteria below must also report compensation for its five top executives, using FFATA Data Collection Form. Receives more than $25,000 in federal funds under this award; and Receives more than 80 percent of its annual gross revenues from federal funds; and Receives more than $25,000,000 in annual federal funds ECOLOGY will not pay any invoice until it has received a completed and signed FFATA Data Collection Form. ECOLOGY is required to report the FFATA information for federally funded agreements, including the required DUNS number, at WWw.fsrs. og v <http: / /wWw.fsrs gov> within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspendinizgov <hqp: / /www.usasi)endinia.gov >. For more details on FFATA requirements, see www.fsrs. og v <hap: / /www.fsrs.gov >. SEAN W S- 2014 -JeCo W S -00006 Agreement No SEANWS- 2014- JeCoWS -00006 Page 25of32 Project Title' Jefferson County Marine Resources Committee Recipient Name. JEFFERSON COUNTY GENERAL TERMS AND CONDITIONS L 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 /1401002.htm] 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. ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take reasonable action to avoid, minimize, or mitigate adverse effects to archeological or cultural resources. Activities associated with archaeological and cultural resources are an eligible reimbursable cost subject to approval by ECOLOGY. RECIPIENT shall: a) Immediately cease work and notify ECOLOGY if any archeological or cultural resources are found while conducting work under this Agreement. b) Immediately notify the Department of Archaeology and Historic Preservation at (360) 586 -3064, in the event historical or cultural artifacts are discovered at a work site. c) Comply with Governor Executive Order 05 -05, Archaeology and Cultural Resources, for any capital construction projects prior to the start of any work. d) Comply with RC W 27.53, Archaeological Sites and Resources, for any work performed under this Agreement, as applicable. National Historic Preservation Act (NHPA) may require the RECIPIENT to obtain a permit pursuant to Chapter 27.53 RCW prior to conducting on -site activity with the potential to impact cultural or historic properties. 4. ASSIGNMENT No right or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT. 5. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT's designees, ECOLOGY, all affected local, state, or federal jurisdictions, and any interested individuals or groups. 6. COMPENSATION a) Any work performed prior to effective date of this Agreement will beat 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. S EA N W S-20 f 4 -JeCo W S -00006 Agreement No. SEANWS- 2014- JeCoWS -00006 Page 26 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY c) RECIPIENT is responsible to understand if costs are eligible. Any questions regarding eligibility should be clarified with ECOLOGY prior to incurring costs. Costs that are conditionally eligible may require approval by ECOLOGY prior to purchase. d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY. e) ECOLOGY will not process payment requests without the proper reimbursement forms, Progress Report and supporting documentation. ECOLOGY will provide instructions for submitting payment requests. f) ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment through Washington State Department of Enterprise Services' Statewide Payee Desk. RECIPIENT must register as a payee by submitting a Statewide Payee Registration form and an IRS W -9 form at the website, http: / /www. des. wa. gov /services/ContractingPurchasing /Business /VendorPay /Pages /default.aspx. For any questions about the vendor registration process contact the Statewide Payee Help Desk at (360) 407 -8180 or email payeehelpdesk @des.wa.gov. h) ECOLOGY may, at its sole discretion, withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agreement. i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein, or a portion thereof, have been completed if, at ECOLOGY's sole discretion, such payment is reasonable and approved according to this Agreement and, as appropriate, or upon completion of an audit as specified herein. j) RECIPIENT should submit final requests for compensation within thirty (30) days after the expiration date of this Agreement. Failure to comply may result in delayed reimbursement. 7. COMPLIANCE WITH ALL LAWS RECIPIENT agrees to comply fully with all applicable Federal, State and local laws, orders, regulations, and permits related to this Agreement, including but not limited to: a) RECIPIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety. b) RECIPIENT agrees to be bound by all federal and state laws, regulations, and policies against discrimination. c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the permit and approval processes. ECOLOGY shall have the right to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 8. CONFLICT OF INTEREST RECIPIENT and ECOLOGY agree that any officer, member, agent, or employee, who exercises any function or responsibility in the review, approval, or carrying out of this Agreement, shall not have any personal or financial interest, direct or indirect, nor affect the interest of any corporation, partnership, or association in which he /she is a part, in this Agreement or the proceeds thereof. 9. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its performance under this Agreement. RECIPIENT shall award all contracts for construction, purchase of goods, equipment, services, and professional architectural and engineering services through a competitive process, if required by State law. RECIPIENT is required to follow procurement procedures that ensure legal, fair, and open competition. SEANWS - 2014 -JeCoW S -00006 ♦ u Agreement No: SEANWS- 2014- JeCoWS -00006 Page 27 of 32 Project Title_ Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY 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 govem, 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 contract will be construed to limit the parties' choice of another mutually acceptable method, in addition to the dispute resolution procedure outlined above. 11. ENVIRONMENTAL STANDARDS a) RECIPIENTS who collect environmental - monitoring data must provide these data to ECOLOGY using the Environmental Information Management System (EIM). To satisfy this requirement these data must be successfully loaded into EIM, see instructions on the EIM website at: http: / /www.ecy.wa.gov /eim. b) RECIPIENTS are required to follow ECOLOGY's data standards when Geographic Information System (GIS) data are collected and processed. More information and requirements are available at: http:// www. ecy. wa. gov/ services /gisidata/standards /standards.htm. RECIPIENTS shall provide copies to ECOLOGY of all final GIS data layers, imagery, related tables, raw data collection files, map products, and all metadata and project documentation. c) RECIPIENTS must prepare a Quality Assurance Project Plan (QAPP) when a project involves the collection of environmental measurement data. QAPP is to ensure the consistent application of quality assurance principles to the planning and execution of all activities involved in generating data. RECIPIENTS must follow ECOLOGY's Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies, July 2004 (Ecology Publication No. 04 -03 -030). ECOLOGY shall review and approve the QAPP prior to start of work. The size, cost, and complexity of the QAPP should be in proportion to the magnitude of the sampling effort. SEAN W S- 2014- JeCowS -00006 Agreement No: SEANWS - 2014 - JeCoWS -00006 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY 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 � of Page 28 of 32 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 or, receive any fee, commission, or gift in return for award of a subcontract hereunder. 16. MINORITYAND WOMEN'S BUSINESS ENTERPRISES (MWBE) RECIPIENT is encouraged to solicit and recruit, to the extent possible, certified minority -owned (MBE) and women -owned (WBE) businesses in purchases and contracts initiated under this Agreement. Contract awards or rejections cannot be made based on MWBE participation; however, the RECIPIENT is encouraged to take the following actions, when possible, in any procurement under this Agreement: a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. c) Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women's Business Enterprises (OMWBE) (866 - 208 -1064) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. 17. ORDER OF PRECEDENCE In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable Federal and State statutes and regulations; (b) Scope of Work; (c) Special Terms and Conditions; (d) Any provisions or terms incorporated herein by reference including the "Administrative Requirements for Recipients of Ecology Grants and Loans"; and (e) the General Terms and Conditions. 18. PRESENTATION AND PROMOTIONAL MATERIALS RECIPIENT shall obtain ECOLOGY's approval for all communication materials or documents related to the fulfillment of this Agreement, steps for approval: a) Provide a draft copy to ECOLOGY for review and approval ten (10) business days prior to production and SEANWS- 2014 - JeCoWS -00006 Agreement No SEANWS- 20144eCoWS -00006 Page 29 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY distribution of any documents or materials compiled or produced. b) ECOLOGY reviews draft copy and reserves the right to require changes until satisfied. c) Provide ECOLOGY two (2) final copies and an electronic copy of any tangible products developed. Copies include any printed materials, and all tangible products developed such as brochures, manuals, pamphlets, videos, audio tapes, CDs, curriculum, posters, media announcements, or gadgets, such as a refrigerator magnet with a message as well as media announcements, and any other online communication products such as Web pages, blogs, and Twitter campaigns. If it is not practical to provide a copy, then the RECIPIENT must provide a complete description including photographs, drawings, or printouts of the product that best represents the item. RECIPIENT shall include time in their project timeline for ECOLOGY's review and approval process. RECIPIENT shall acknowledge in the materials or documents that funding was provided by ECOLOGY. 19. PROGRESS REPORTING a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not 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 t through June 30, July 1 through September 30, and October I through December 31. Reports shall be submitted within thirty (30) days after the end of the quarter being reported. e) RECIPIENT shall submit the Closeout Report within thirty (30) days of the expiration date of the project, unless an extension has been approved by ECOLOGY. RECIPIENT shall use the ECOLOGY provided closeout report format. 20. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish information of ECOLOGY; present papers, lectures, or seminars involving information supplied by ECOLOGY; 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 famished 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: S EA N W S- 2014 -J eCo W S -00006 l Agreement No: SEANWS- 2014 - JeCoWS -00006 Page 30 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY a. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in this Agreement. b. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses intended by this Agreement. g) Conversions. Regardless of the agreement expiration date, the RECIPIENT shall not at any time convert any equipment, property, or facility acquired or developed under this Agreement to uses other than those for which assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs of such property. 21. RECORDS, AUDITS, AND INSPECTIONS RECIPIENT shall maintain complete program and financial records relating to this Agreement, including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit trail for all expenditures. 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 parry 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 evaluation 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 SEAN W S- 2014 - JeCoWS -00006 w . 0 Agreement No'. SEANWS - 2014- JeCoWS -00006 Page 31 of 32 Project Title: Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY 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 pages: Green Purchasing, hfp: / /www.ecy.wa.gov /programs /swfa/epp and Sustainability, www.ecy.wa.gov /sustainability. 27. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven (7) calendar days prior written notification to the RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work. Non - Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement, ECOLOGY may refuse to pay any SEAN W S- 2014 -JeCo W S -00006 Agreement No. SEANWS- 2014- JeCoWS -00006 Project Titles Jefferson County Marine Resources Committee Recipient Name: JEFFERSON COUNTY further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement. Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b) For Convenience ECOLOGY may terminate for convenience this Agreement, in whole or in part, for any reason when it is the best interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Non - Allocation of Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event funding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to the completion or expiration date of this agreement, ECOLOGY, at its sole discretion, may elect to terminate the agreement, in whole or part, or renegotiate the agreement, subject to new funding limitations or conditions. ECOLOGY may also elect to suspend performance of the agreement until ECOLOGY determines the funding insufficiency is resolved. ECOLOGY may exercise any of these options with no notification or restrictions. If payments have been discontinued by ECOLOGY due to unavailable funds, the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination. RECIPIENT's obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By Mutual Agreement ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will become property of ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Nothing contained herein shall preclude ECOLOGY from demanding repayment of all funds paid to the RECIPIENT in accordance with Recovery of Funds, identified herein. 28. THIRD PARTY BENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement, the state of Washington is named as an express third party beneficiary of such subcontracts with full rights as such. 29. WAIVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach, and will not be construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. SEANW S- 2014- JeCoWS -00006 Page 32 of 32