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HomeMy WebLinkAbout02/03/2026 09.A. Resolution - accept Dept Ecology grant_Nelson Phase 2B pipeline improv proj r 'V ii _�ii •• i i BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 9.A. For Meeting of: February 3, 2026 ITEM TITLE: Resolution accepting Department of Ecology grant in the amount of $3,395,000 for the Nelson Phase 2B Pipeline Conveyance Improvements Project IC2010 SUBMITTED BY: *Scott Schafer, Director of Public Works Daniel Tiliano, Water/Irrigation Manager SUMMARY EXPLANATION: The City of Yakima is moving forward with the construction of the Nelson Phase 2B Pipeline Conveyance Improvements Project IC2010. This Agreement sets forth the terms and conditions for the City of Yakima to utilize the $3,395,000 in funding that was made available from the State of Washington's 2025-2027 biennial budget through the Department of Ecology from a request made as part of the Yakima Basin Integrated Plan. The funds will be used to construct a portion of the overall pipeline project between April 2026 and March 2027. There is no additional match requirement as part of the funding agreement. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Resilient Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution_Dept Ecology grant_Nelson Phase 2B proj WAECOL Simple Agreement Template DRAFT (79).pdf 197 RESOLUTION NO. R-2026- A RESOLUTION authorizing an Agreement with the State of Washington Department of Ecology (Ecology) for a grant of $3,395,000 for the Nelson Phase 2B Pipeline Conveyance Improvements Project IC2010. WHEREAS, funding has been provided from the State of Washington's 2025-2027 biennial budget through Ecology from a request made as part of the Yakima Basin Integrated Plan; and WHEREAS, the City of Yakima owns the Nelson Diversion at West Powerhouse Road and South Naches Road in accord with applicable Federal, State and Local regulations; and WHEREAS, the City, along with its consultant HDR Engineering, Inc., has designed an irrigation pipeline conveyance system from the Nelson Diversion east to the Hwy 12/North 40th Avenue interchange to replace the existing Fruitvale Canal and the Old Union Canal irrigation diversions; and WHEREAS, Ecology will provide a $3,395,000 grant to install a portion of the overall irrigation pipeline conveyance system through Agreement WRYBIP-2527-YaWalr-00086, attached hereto and incorporated herein by this reference; and WHEREAS, the City Council finds and determines that approval of such Grant Agreement is in the best interests of residents of the City and the City of Yakima; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Council approves the Agreement and authorizes the City Manager to enter into grant agreement WRYBIP-2527-YaWalr-00086 with the State of Washington Department of Ecology, attached hereto and incorporated by this reference, to fund the Nelson Phase 2 Pipeline Conveyance Improvements Project IC2010. ADOPTED BY THE CITY COUNCIL this 3rd day of February, 2026. Matt Brown, Mayor ATTEST: Rosalinda Ibarra, CMC, City Clerk 198 DEPARTMENT OF aim ECOLOGY State of Washington Agreement No. WRYBIP-2527-YaWaIr-00086 WATER RESOURCES YAKIMA BASIN INTEGRATED PLANNING AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF YAKIMA-WATER AND IRRIGATION 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 Yakima-Water and Irrigation,hereinafter referred to as the "RECIPIENT,"to carry out with the provided funds activities described herein. GENERAL INFORMATION Project Title: Nelson Ph. 2B Pipeline Total Cost: $15,800,000.00 Total Eligible Cost: $3,395,000.00 Ecology Share: $3,395,000.00 Recipient Share: $0.00 The Effective Date of this Agreement is: 02/01/2026 The Expiration Date of this Agreement is no later than: 12/31/2026 Project Type: Yakima Basin Integrated Planning Project Short Description: The RECIPIENT will complete Nelson Ph. 2B by installing new 42-inch irrigation pipeline in W. Powerhouse Rd. from Ackley Rd. to S.Naches Rd. Project Long Description: Completion of the Nelson Dam Removal Project(Ph. 1)in 2022,included a new irrigation diversion structure for the RECIPIENT(General Irrigation System and Fruitvale Canal),the Naches Cowiche Canal Association and Old Union Canal. The fish passage and flood conveyance have been greatly improved in the Naches River system. Phase 2 of the Nelson Dam Removal Project will install multiple pipelines connecting the new diversion and screening facility to existing irrigation delivery systems. Phase 2 will be split into three separate phases (A,B,& C). Phase 2A is fully funded by a previous ECOLOGY grant,WRYBIP-2325-YaWalr-00057 and installed approximately 2800'of 42-inch and 3200'of 32-inch HDPE pipe with appurtenances. Additional materials were purchased for future phases with 2A funds. The pipeline project was designed and permitted along with the Nelson Dam Removal Ph. 1 project including 199 State of Washington Department of Ecology Page 2 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation NEPA and Cultural Resources. The RECIPIENT's new General pipeline and a portion of the new consolidated (Fruitvale/Old Union)pipeline,which parallel the US 12 right-of-way and cross Cowiche Creek,were installed as part of Nelson Ph. 2A project. The pipelines were installed via open trench under Cowiche Creek and set at a depth that accommodates future Cowiche Creek restoration efforts planned by Yakima County. The overall pipeline improvements include: -Installation of a 42-inch HDPE"Consolidated"pipeline from the intake which will distribute water to the Fruitvale and Old Union canal systems. The pipeline will extend from the intake for a distance of approximately 7,000 feet along the eastbound Highway 12 right-of-way and terminate near the existing Fruitvale Canal. At this point,flow will be bifurcated using two valves and metered branches: one discharging into the existing Fruitvale Canal and the other extending north easterly and discharging into the existing Old Union Canal. -Installation of a 32-inch HDPE pipeline from the new intake to the RECIPIENT's"General"pipeline system 3,000 feet to just downstream of its existing sedimentation pond,eliminating that which lies adjacent to US 12. Here,the new pipe will connect directly to the existing HDPE pipe at that location. The RECIPIENT contributed over$400,000 in irrigation capital funding available in FY2024/25. In addition, the RECIPIENT was awarded$7.6M as part of the state's 2023-25 biennial budget from a request made through the Yakima Basin Integrated Plan and this funding has been utilized to complete Ph. 2A of the project. This grant for an additional$3.395M in state funding allows the RECIPIENT to continue with completing a large portion of the overall project with construction and completion of Phase 2B. Ph. 2B will take place in 2026 with the available $3.395M in funding. Construction of Ph. 2B is anticipated for 2026. Yakima County can then move forward with the Cowiche Confluence Complex Project to restore Cowiche Creek and surrounding floodplain areas along the confluence with the Naches River,improving spawning habitat and fish passage in Cowiche Creek for coho salmon and steelhead. Construction of Ph. 2C is anticipated to take place in 2026 and 2027. Ph. 2C is currently unfunded. Yakima County (a partner agency in the Nelson project) was selected for a USBOR WaterSMART AERP grant in 2025 for the Cowiche Confluence Complex Project,which is a floodplain restoration project,but also includes the Nelson Ph. 2 pipeline. An additional$5M in funding has been identified in the grant for Nelson Ph. 2. An agreement with Yakima County and the USBOR to spend the awarded grant funding is pending. Additional RECIPIENT irrigation capital funding is expected to become available as part of the FY2026-27 biennial budget approval, allowing for the continued construction of the new pipelines and completion of Nelson Ph.2. Ph. 2B and 2C combined is estimated at$8M. Nelson Ph. 2 total project cost is currently estimated at$15.8M (including construction management and project administration). Under this agreement the RECIPIENT will work with contractor(s)to install approximately 1,200 LF of 42-inch HDPE"Consolidated"irrigation pipeline in W. Powerhouse Rd. from Ackley Rd. to S.Naches Rd.,which will connect pipelines previously installed with the Nelson Ph. 2A pipeline project. The 42-inch Pipeline and Material procurement was completed under the WRYBIP-2325-YaWaIr-00057. Template Version 12/10/2020 200 State of Washington Department of Ecology Page 3 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation Phase 2C construction,not associated with this agreement,will fully complete the Nelson Phase 2 project allowing for the removal of two in-river diversion structures and water delivery to the RECIPIENTS Fruitvale, General, and Old Union irrigation systems. Overall Goal: The goal of this Nelson Ph. 2B project will be to continue installation of the 42-inch consolidated irrigation pipeline with the available funding. The overall goal of the completed Nelson Ph. 2 pipeline project will allow for two existing irrigation diversions (Fruitvale and Old Union)downstream of the Nelson diversion to be decommissioned and be diverted at a single location at Nelson. Providing 4 diversions at the single Nelson location will improve operational efficiencies and reduce maintenance, and eliminate nearly 1 mile of open channel canal. Decommissioning the two existing diversions will allow for the removal of a fish barrier in Cowiche Creek,opening miles of river habitat and spawning for coho and steelhead. It also allows Yakima County to complete their Cowiche Confluence Complex Project,restoring the floodplain and habitat along Cowiche Creek. Cowiche Creek will also be realigned back to its more natural pathway(north of Hwy 12). Template Version 12/10/2020 201 State of Washington Department of Ecology Page 4 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation RECIPIENT INFORMATION Organization Name: City of Yakima-Water and Irrigation Federal Tax ID: 91-6001293 Mailing Address: 2301 Fruitvale Blvd. Yakima,WA 98902 Physical Address: 2301 Fruitvale Blvd. Organization Email: mike.shane@yakimawa.gov Contacts Project Manager Daniel Tiliano Water/Irrigation Manager 2301 Fruitvale Blvd. Yakima,Washington 98902 Email: daniel.tiliano@yakimawa.gov Phone: (509) 576-6480 Billing Contact Kimberly Domine Financial Services Manager 2301 Fruitvale Blvd. Yakima,Washington 98902 Email: kimberly.domine@yakimawa.gov Phone: (509) 576-6480 Authorized Victoria Baker Signatory City Manager 129 North 2nd Street Yakima,Washington 98901 Email: vicki.baker@yakimawa.gov Phone: (509) 575-6000 Template Version 12/10/2020 202 State of Washington Department of Ecology Page 5 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation ECOLOGY INFORMATION Mailing Address: Department of Ecology Office of the Columbia River PO BOX 47600 Olympia,WA 98504-7600 Physical Address: Office of the Columbia River 300 Desmond Drive SE Lacey,WA 98503 Contacts Kevin Haydon Project Manager 1250 W Alder St. Union Gap,Washington 98903-0009 Email: keha461@ecy.wa.gov Phone: (509) 823-6947 Shanyese Trujillo Financial Manager PO Box 47600 Olympia,Washington 98504-7600 Email: stru461@ecy.wa.gov Phone: (360) 628-2451 Template Version 12/10/2020 203 State of Washington Department of Ecology Page 6 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation SCOPE OF WORK Task Number: 1 Task Cost: $0.00 Task Title: Project Administration/Management Task Description: A. The RECIPIENT will administer the project. Responsibilities will include,but not be limited to: maintenance of project records; submittal of requests for reimbursement and corresponding backup documentation, progress reports and recipient closeout report(including photos); compliance with applicable procurement,contracting, and interlocal agreement requirements; application for,receipt of, and compliance with all required permits,licenses,easements,or property rights necessary for the project; and submittal of required performance items. B. The RECIPIENT must manage the project. Efforts will include: conducting,coordinating, and scheduling project activities and assuring quality control. Every effort will be made to maintain effective communication with the RECIPIENT's designees;the DEPARTMENT; all affected local, state,or federal jurisdictions; and any interested individuals or groups. The RECIPIENT must carry out this project in accordance with any completion dates outlined in this agreement. Task Goal Statement: Properly managed project that meets agreement and Ecology administrative requirements. Task Expected Outcome: * Timely and complete submittal of requests for reimbursement, quarterly progress reports and recipient closeout report. * Properly maintained project documentation Recipient Task Coordinator: Daniel Tiliano Project Administration/Management Deliverables Number Description Due Date 1.1 Progress Reports 1.2 Recipient Closeout Report 12/31/2026 Template Version 12/10/2020 204 State of Washington Department of Ecology Page 7 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation SCOPE OF WORK Task Number: 2 Task Cost: $3,035,000.00 Task Title: 42"HDPE Pipe Installation Task Description: Under this task Nelson Ph. 2B will be completed by:. -Installing approximately 1,200 LF of 42-inch HDPE"Consolidated"irrigation pipeline in W. Powerhouse Rd. from Ackley Rd. to S.Naches Rd.,which will connect pipelines previously installed with the Nelson Ph. 2A pipeline project. The 42-inch Pipeline and Material procurement was completed under the WRYBIP-2325-YaWaIr-00057. Task Goal Statement: The goal will be to complete installation of the Consolidated pipeline as part of Ph. 2B. This allows for the future completion of Ph. 2C and the project's final completion of the Nelson Ph. 2 pipeline project, allowing irrigation water to be distributed to the Fruitvale and Old Union canal systems from the Nelson diversion. Task Expected Outcome: Completion of the Consolidated pipeline as part of the Ph. 2B project will provide a new pipeline ready for future extension as part of the Ph. 2C project. Recipient Task Coordinator: Daniel Tiliano 42" HDPE Pipe Installation Deliverables Number Description Due Date 2.1 Fruitvale and Old Union Canal Systems Consolidated Pipeline 04/30/2026 Improvements Construction Bid Documents 2.2 Copies of Applicable Environmental and Cultural Permits 04/30/2026 2.3 Estimated Construction Timeline 04/30/2026 2.4 Project as-built documents 12/31/2026 2.5 Photos of site before,during and after project construction 12/31/2026 Template Version 12/10/2020 205 State of Washington Department of Ecology Page 8 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation SCOPE OF WORK Task Number: 3 Task Cost: $270,000.00 Task Title: Construction Management& Engineering Services Task Description: During the execution of Task 2,weekly construction meetings will be coordinated and facilitated by the RECIPIENT and/or their Contractor. These meetings provide a regularly scheduled opportunity to accurately communicate and address project needs. Contractually defined procedures are followed to cooperatively address unanticipated construction challenges. Task Goal Statement: The purpose of these meetings is to monitor and maintain the project's construction scope, schedule and budget. Standard construction industry communication tools such as Requests for Information and contractually required Submittals are utilized during these meetings to ensure the design intent is being met as construction proceeds. Task Expected Outcome: Execution of Task 3 results in a greater quantity of work being performed due to financial and schedule efficiencies. Recipient Task Coordinator: Daniel Tiliano Construction Management&Engineering Services Deliverables Number Description Due Date 3.1 Weekly meeting agendas and notes to be submitted with each PRPR. 3.2 RFI and Submittal Tracking Spreadsheets to be submitted with each PRPR. Template Version 12/10/2020 206 State of Washington Department of Ecology Page 9 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation SCOPE OF WORK Task Number: 4 Task Cost: $90,000.00 Task Title: Construction Inspection Services Task Description: During execution of Task 2,full-time on-site construction inspection services will be provided Yakima County through an interlocal agency agreement. Yakima County staff has provided daily inspection services throughout the execution of Nelson Phase 1 and Nelson Phase 2A and will continue to provide those services during the execution of Phase 2B and 2C. Additional inspection work is required by WSDOT staff when construction activities take place within the WSDOT ROW or may impact traffic on US 12. WSDOT may perform administrative reviews of traffic control plans and assess impacts to traffic volumes on US 12. Task Goal Statement: The purpose of this task is to track on-site construction activities to ensure the design intent of the project is being met while maintaining compliance with the contract requirements. Task Expected Outcome: Execution of Task 4 ensures the design intent of the construction plans is being accomplished. Recipient Task Coordinator: Daniel Tiliano Construction Inspection Services Deliverables Number Description Due Date 4.1 Daily Construction Inspection Reports due monthly 4.2 Copy of IAA with Yakima County for onsite inspections and any 04/30/2026 subsequent amendments. 4.3 Copy of WSDOT franchise agreement with City of Yakima 04/30/2026 Template Version 12/10/2020 207 State of Washington Department of Ecology Page 10 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation BUDGET Funding Distribution EG260521 NOTE: The above funding distribution number is used to identify this specific agreement and budget on payment remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple funding distribution numbers to identify each budget. Funding Title: Nelson Ph. 2B Pipeline Funding Type: Grant Funding Effective Date: 02/01/2026 Funding Expiration Date: 12/31/2026 Funding Source: Title: State Building Construction Account(SBCA)(WRYBIP-2527) Fund: FD Type: State Funding Source%: 100% Description: Grants for the purpose to assess,plan, and develop projects under the Yakima River Basin Integrated Water Resource Management Plan or for any other actions designed to provide access to new water supplies within the Yakima River basin or any other actions to support the seven elements of the Yakima Basin Integrated Plan. Approved Indirect Costs Rate: Approved State Indirect Rate: 0% Recipient Match%: 0% InKind Interlocal Allowed: No InKind Other Allowed: No Is this Funding Distribution used to match a federal grant? No Nelson Ph.2B Pipeline Task Total Project Administration/Management $ 0.00 42"HDPE Pipe Installation $ 3,035,000.00 Construction Management& Engineering Services $ 270,000.00 Construction Inspection Services $ 90,000.00 Total: S 3,395,000.00 Template Version 12/10/2020 208 State of Washington Department of Ecology Page 11 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation Funding Distribution Summary Recipient/Ecology Share Funding Distribution Name Recipient Match % Recipient Share Ecology Share Total Nelson Ph. 2B Pipeline 0.00 % $ 0.00 $ 3,395,000.00 $ 3,395,000.00 Total $ 0.00 $ 3,395,000.00 $ 3,395,000.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS GENERAL FEDERAL CONDITIONS If a portion or all of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award,the following terms and conditions apply to you. A. CERTIFICATION REGARDING SUSPENSION,DEBARMENT,INELIGIBILITY OR VOLUNTARY EXCLUSION: 1. The RECIPIENT/CONTRACTOR,by signing this agreement,certifies that it is not suspended,debarred, proposed for debarment,declared ineligible or otherwise excluded from contracting with the federal government,or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certify to the statements contained in the certification,they must provide an explanation as to why they cannot. 2. The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3. The terms covered transaction,debarred, suspended,ineligible,lower tier covered transaction,participant, person,primary covered transaction,principal,proposal, and voluntarily excluded, as used in this clause,have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact ECOLOGY for assistance in obtaining a copy of those regulations. 4. The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction. 5. The RECIPIENT/CONTRACTOR further agrees by signing this agreement,that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT,INELIGIBILITY OR VOLUNTARY EXCLUSION"without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. Pursuant to 2CFR180.330,the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier Template Version 12/10/2020 209 State of Washington Department of Ecology Page 12 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 <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-115pub1232/pdf/PLAW-115pub1232.pdff , 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 the System for Award Management(SAM)<https://sam.gov/SAM/>exclusion list. Template Version 12/10/2020 210 State of Washington Department of Ecology Page 13 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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." (hops://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. •For projects with any federal involvement, comply with the National Historic Preservation Act of 1966 (Section Template Version 12/10/2020 211 State of Washington Department of Ecology Page 14 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 Template Version 12/10/2020 212 State of Washington Department of Ecology Page 15 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation to this Agreement, as appropriate,or upon completion of an audit as specified herein. j)RECIPIENT must submit within thirty(30)days after the expiration date of this Agreement, all financial, performance, and other reports required by this Agreement. Failure to comply may result in delayed reimbursement. 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. Template Version 12/10/2020 213 State of Washington Department of Ecology Page 16 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation e)ECOLOGY sends a written answer within ten (10)business days,unless more time is needed, after concluding the review. The decision of ECOLOGY from an appeal will be final and conclusive,unless within thirty (30)days from the date of such decision,the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County. Review of the Director's decision will not be taken to Environmental and Land Use Hearings Office. Pending final decision of a dispute,the RECIPIENT agrees to proceed diligently with the performance of this Agreement and in accordance with the decision rendered. Nothing in this Agreement will be construed to limit the parties'choice of another mutually acceptable method,in addition to the dispute resolution procedure outlined above. 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 214 State of Washington Department of Ecology Page 17 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 215 State of Washington Department of Ecology Page 18 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 216 State of Washington Department of Ecology Page 19 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 Template Version 12/10/2020 217 State of Washington Department of Ecology Page 20 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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. 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 Template Version 12/10/2020 218 State of Washington Department of Ecology Page 21 of 21 Agreement No: WRYBIP-2527-YaWaIr-00086 Project Title: Nelson Ph.2B Pipeline Recipient Name: City of Yakima-Water and Irrigation 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 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 219