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HomeMy WebLinkAbout4784 Contract Number: 4784 Vendor: HEALTH DISTRICT - KITSAP CO Subject: Kitsap Regional Illicit Discharge Detection & Elimination Clean Runoff Project Department: Water Resources File Class: LEG 12 -1 Begin Date: 2/3/2009 End Date: 6/30/2011 Review Date: 5/1/2011 Vault Date: Comments: Amendment No 1 - 3/2/11 r� AMENDMENT NO.1 TO INTERLOCAL AGREEMENT Between KITSAP COUNTY HEALTH DISTRICT And THE CITY OF BREMERTON PURPOSE- To amend the above - referenced interlocal agreement between the City of Bremerton, hereinafter referred to as "City," and Kitsap County Health District, hereinafter referred to as "District," for the Krtsap Regional Illicit Discharge Detection and Elimination Clean Runoff Project This amendment is needed to ensure the efficient implementation and completion of the project. Deficient stormwater systems and other sources of bacterial contamination will be corrected through a combination of education and enforcement of local solid waste regulation and City ordinances regarding stormwater maintenance The City has agreed to fund follow -up inspections of commercial properties identified as deficient IT IS MUTUALLY AGREED that the interlocal agreement is amended as follows Exhibit A Task 3 - Commercial Property Inspection and Education 1 City staff will participate in training workshops for performing commercial property inspections 2 The City will perform commercial property joint site visits within their jurisdiction The City will notify the targeted commercial property of the water quality problem and upcoming inspection site visit This notification will include general information about the impacts of illicit discharges and how to report them. 3 Site visits will determine if the stormwater system requires maintenance and if illicit discharges are present Following this site visit, the City will notify the property owner of the satisfactory inspection result or of the deficiency needed to be corrected 4 Follow -up site visits for maintenance will be performed by the District The City may assist the District with investigations of illicit discharges 5 The District will provide properties identified with illicit discharges or severe lack of maintenance technical assistance to correct these deficiencies These properties may require additional focus and site visits by the District, and possibly in partnership with the City, to address stormwater system structures, best management practices, and possible enforcement actions 6 Illicit discharges from sewer infrastructure will be jointly investigated by the City and District, and may use video inspection, dye testing or pressure testing methods (Sewer System Infrastructure Analysis and Rehabilitation, EPA/625/6- 91/030, October 1991) Interlocal Agreement Amendment No 1 (KCHD 909) Kitsap Regional IDDE Project (KCHD 579 ) Page 2 of 2 Exhibit B Project Budget (Reimbursement Amount and Match Requirements) The project budget is amended as follows $20,000 is subtracted from Task 3 and provided to the District to perform follow up site visits Kitsap Regional Illicit Discharge Detection & Elimination Clean Runoff Project ELEMENTS TOTAL ELIGIBLE COST (TEC) Task 3 - Commercial Property Inspections and $88,000 Education FURTHER, this amendment is effective on March 2, 2011 Except as expressly provided by this amendment, all other terms and conditions of the original interlocal agreement and all amendments thereto remain in full force and effect IN WITNESS WHEREOF the parties have executed this amendment CITY OF BREMERTON KITSAP COUNTY HEALTH DISTRICT � 1 Mayor, T f Bremerton Scott Lindquist, MD, MPH Director of Health Date- z/ Date �; Z d l / 2 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4784 KITSAP CO HEALTH DISTRICT Kitsap Regional Illicit Discharge Detection Water Resources LEG 12-1 12/01/2008 06/30/2011 05/01/2011 INTERLOCAL AGREEMENT Between KITSAP COUNTY HEALTH DISTRICT And THE CITY OF BREMERTON This agreement is made and entered into between City of Bremerton, hereinafter referred to as "City," and the Kitsap County Health District, hereinafter referred to as "District." PERIOD OF PERFORMANCE The period of performance of this agreement shall commence on December 1, 2008 and be completed on June 30, 2011, unless terminated or modified as provided herein. PURPOSE The District was awarded a Stormwater Management Implementation Grant for the Kitsap Regional Illicit Discharge Detection and Elimination Clean Runoff Project. The purpose of this agreement is to provide funds to the City to assist the District in carrying out the activities specified in Exhibit A, Scope of Work. QUALITY ASSURANCE Technical assistance for stormwater activities provided under the terms of this grant shall be consistent with current City of Bremerton Stormwater Code Title 15 Chapter 15.04 and its associated Stormwater Design Manual, the Illicit Discharge Detection and Elimination Guidance Manual, and the Quality Assurance Project Plan specific to this project. However, technical assistance, proposed practices, or project designs that do not meet these standards may be accepted if approved in writing by the Washington State Department of Ecology (Ecology). REIMBURSEMENT AND CASH MATCH REQUffiEMENT As shown in Exhibit B, the City's total billing to the District shall not exceed $129,531. Reimbursement to the City will be made, and shall not exceed $81,604. The City is therefore responsible for an interlocal match of no less than $47,927. The City will submit monthly invoices within 15 days of the end of each month. Invoices will itemize the tasks and work performed. The City shall maintain adequate records to support billings under this Agreement. Interlocal Agreement Ktisap Regional lODE Project Page 2 of 12 INDEMNIFICATION AND HOLD HARMLESS 1. The District shall not be liable under any contracts or obligations of the City, except as otherwise provided pursuant to this Agreement, or for any act or omission of the City or the City's officers or agents, and the City agrees to defend, indemnify and hold harmless the District from any and all losses, damages, costs and expenses (including reasonable attorneys' fees) that are caused by or arise out of any omission, fault, negligence or other misconduct by the City, its employees, independent contractors or volunteers in connection with this Agreement. 2. The City shall not be liable under any contracts or obligations of the District, except as otherwise provided pursuant to this Agreement, or for any act or omission of the District or the District's officers, employees or agents, and the District agrees to defend, indemnify and hold harmless the City from any and all losses, damages, costs and expenses (including reasonable attorneys' fees) that are caused by or arise out of any omission, fault, negligence or other misconduct by District, its employees, independent contractors or volunteers in connection with this Agreement. 3. The District and the City agree to notify each other of claims made related to this agreement 4. Solely for purposes of these indemnification and hold harmless provisions, each party waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the parties. 5. These indemnification and hold harmless provisions shall survive the expiration or termination of this Agreement. INSURANCE - Workers Compensation. The City agrees to comply with all State requirements related to Workers Compensation Insurance. STATUTORY AND REGULATORY COMPLIANCE The District and the City shall comply with all applicable federal, state, and local laws, ordinances, rules regulations, guidelines and standards applicable to any service provided pursuant to this Agreement. Both parties agree to comply with provisions of the Americans with Disabilities Act and all regulations interpreting or enforcing such act. NONDISCRIMINATION The parties hereto shall not discriminate against anyone in providing services under this Agreement on the grounds of race, color, sex, sexual orientation, religion, national origin, creed, marital status, age, Vietnam era or disabled veterans' status, or the presence of any sensory, mental or physical handicap. 2 Interlocal Agreement Ktisap Regional lODE Project Page 3 of 12 CHANGES OR MODIFICATIONS The District may, at any time, by written notification to the City, make changes within the general scope of services to be performed under this Agreement. A contract amendment reflecting such change shall be negotiated between both parties and an equitable adjustment of cost or period of performance or both may be made if required by the changes. TERMINATION OF AGREEMENT Either party may terminate this Agreement with thirty (30) days written notic~. SPECIAL TERMS AND CONDITIONS 1. The City will be required to ensure that expenses and financial records comply with the financial guidelines set forth in Administrative Requirements for Ecology Grants and Loans, September 2005. 2. The City will abide by Ecology's General Terms and Conditions - 88-010 Rev. 04/04 (Appendix C) 3. The City will acknowledge the financial support of Ecology and the District. ALL WRITING CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. KITSAP COUNTY HEALTH DISTRICT CITY OF BREMERTON W1s~ ChaIr, 'tsap County Board of Health c;. Mayor, CIty of Bremerton -- Date: :2/3/ () 9 Date: Ii In q 3 il1terlocali\greeTIrrent Ktisap Regional IDDE Project Page 4 of 12 EXHIBIT A SCOPE OF WORK & BUDGET Task 1 - Stormwater System Mappin~ 1. The City will update and complete GIS-based stormwater system mapping. Stormwater system maps will include the location of storm outfalls, receiving waters, structural stormwater BMPs owned, operated, or maintained by the jurisdiction and private properties. Field verification mapping may be performed concurrent with commercial property inspections. Total Task Cost: $2,250 Required Performance: Complete tasks by 6/30/2010 Task 2 -llIicit Dischar2e Detection and Elimination of Non-Stormwater Dischar2es 1. The City will perform/refine Illicit Discharge Detection and Elimination (IDDE) screening according to the Illicit Discharge Detection and Elimination Guidance Manual (Center for Watershed Protection, Pitt, 2004) for remaining stormwater outfalls not screened in their current program. 2. The City will develop and implement procedures to locate priority areas for IDDE, as recommended by Pitt, 2004. Procedures will include an evaluation of land uses, complaint areas, and areas with large spill potential. 3. Sewer infrastructure, areas with onsite sewage system failures and streams with water quality problems, may be included in these priority areas. IDDE will be performed in the high priority areas. 4. Outfalls with signs of illicit discharge will be investigated jointly by the City and the District. 5. The City, in partnership with the District will produce/refine written procedures relating to illicit discharge detection and elimination: locating priority areas, assessing potential public or environmental threat, tracing sources, and removing sources Total Task Cost: $17,031 Required Performance: Complete tasks by 6/30/2010 Task 3 - Commercial Property Insoections and Education 1. City staff will participate in training workshops for performing commercial property inspections. 2. The City will perform commercial property joint site visits within their jurisdiction. The City will notify the targeted commercial property of the water quality problem and upcoming inspection site visit. This notification will include general information about the impacts of illicit discharges and how to report them. 3. Site visits will determine if the stormwater system requires maintenance and if illicit discharges are present. Following this site visit, the City will notify the property owner of the satisfactory inspection result or of the deficiency needed to be corrected. 4. Follow-up site visits for maintenance will be performed by the City. The City may assist the District with investigations of illicit discharges. 4 lnterlocal Agreement Ktisap Regional IDDE Project Page 5 of 12 5. The City will provide properties identified with illicit discharges or severe lack of maintenance free technical assistance and guidance. These properties will require additional focus and site visits by the City, (llld possibly in partner with the District, to address stormwater system structures, best management practices, and possible enforcement actions. 6. Illicit discharges from sewer infrastructure will be jointly investigated by the City and District, and may use video inspection, dye testing or pressure testing methods (Sewer System Infrastructure Analysis and Rehabilitation, EPA/625/6-91/030, October 1991). Total Task Cost: $108,000 Required Performance: Complete tasks by 6/30/2010 Task 4 - Final Report The City will submit a report to the District summarizing the activities performed in Tasks 1,2, and 3. Total Task Cost: $2,250 Required Performance: Complete tasks by 5/30/2011 5 Interlocal Agreement Ktisap Regional lODE Project Page 6 of 12 EXHIBIT B REIMBURSEMENT AMOUNT AND MATCH REQUIREMENT Upon submittal of invoices, products and progress reports by task, setting out time and expenses meeting the requirements set forth by the State of Washington, the City shall be reimbursed as follows: Total cash payment of $81,604 The City will contribute an in-kind match of not less than $47,927 Total billing not to exceed $129,531 6 Interlocal Agreement Ktisap Regional IDDE Project Page 7 of 12 EXHIBIT C ECOLOGY GENERAL TERMS AND CONDITIONS GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements of the Department of Ecology A. RECIPIENT PERFORMANCE All activities for which grant/loan funds are to be used shall be accomplished by the RECIPIENT and RECIPIENT's employees. The RECIPIENT shall only use contractor/consultant assistance if that has been included in the agreement's final scope of work and budget. B. SUBGRANTEE/CONTRACTOR COMPLIANCE The RECIPIENT must ensure that all subgrantees and contractors comply with the terms and conditions of this agreement. C. THIRD PARTY BENEFICIARY The 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. D. CONTRACTING FOR SERVICES (BIDDING) Contracts for construction, purchase of equipment and professional architectural and engineering services shall be awarded through a competitive process, if required by State law. RECIPIENT shall retain copies of all bids received and contracts awarded, for inspection and use by the DEPARTMENT. E. ASSIGNMENTS No right or claim of the RECIPIENT arising under this agreement shall be transferred or assigned by the RECIPIENT. F. COMPLIANCE WITH ALL LAWS 1. The RECIPIENT shall comply fully with all applicable Federal, State and local laws, orders, regulations and permits. Prior to commencement of any construction, the RECIPIENT shall secure the necessary approvals and permits required by authorities having jurisdiction over the project, provide assurance to the DEPARTMENT that all approvals and permits have been secured, and make copies available to the DEPARTMENT upon request. 2. Discrimination. The DEPARTMENT and the RECIPIENT agree to be bound by all Federal and State laws, regulations, and policies against discrimination. The RECIPIENT further agrees to affirmatively support the program of the Office of Minority and Women's Business Enterprises to the maximum extent possible. If the agreement is federally-funded, the RECIPIENT shall report to the DEPARTMENT the percent of grant/loan funds available to women or minority owned businesses. 3. Wages And Job Safety. The 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. 4. Industrial Insurance. The RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. If the RECIPIENT fails to comply with such laws, the DEPARTMENT shall have the right to immediately terminate this agreement for cause as provided in Section K.1, herein. G. KICKBACKS The RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this project 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. H. AUDITS AND INSPECTIONS 1. The RECIPIENT shall maintain complete program and financial records relating to this agreement. Such records shall clearly indicate total receipts and expenditures by fund source and task or obj~ct. All grant/loan records shall be kept in a manner which provides an audit trail for all expenditures. All records shall be kept in a common file to facilitate audits and inspections. 1 7 Interlocal1\greernent Ktisap Regional IDDE Project Page 8 of 12 Engineering documentation and field inspection reports of all construction work accomplished under this agreement shall be maintained by the RECIPIENT. 2. All grant/loan records shall be open for audit or inspection by the DEPARTMENT or by any duly authorized audit representative of the State of Washington for a period of at least three years after the final grant payment/loan repayment or any dispute resolution hereunder. If any such audits identify discrepancies in the financial records, the RECIPIENT shall provide clarification and/or make adjustments accordingly. 3. All work performed under this agreement and any equipment purchased, shall be made available to the DEPARTMENT 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 years following grant/loan termination or dispute resolution hereunder. 4. RECIPIENT shall meet the provisions in OMS Circular A-133 (Audits of States, Local Governments & Non Profit Organizations), including the compliance Supplement to OMS Circular A-133, if the RECIPIENT expends $500,000 or more in a year in Federal funds. The $500,000 threshold for each year is a cumulative total of all federal funding from all sources. The RECIPIENT must forward a copy of the audit along with the RECIPIENT'S response and the final corrective action plan to the DEPARTMENT within ninety (90) days of the date of the audit report. I. PERFORMANCE REPORTING The RECIPIENT shall submit progress reports to the DEPARTMENT with each payment request or such other schedule as set forth in the Special Conditions. The RECIPIENT shaH also report in writing to the DEPARTMENT any problems, delays or adverse conditions which will materially affect their ability to meet project objectives or time schedules. This disclosure shall be accompanied by a statement of the action taken or proposed and any assistance needed from the DEPARTMENT to resolve the situation. Payments may be withheld if required progress reports are not submitted. Quarterly reports shall cover the periods January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. Reports shall be due within thirty (30) days fOllowing the end of the quarter being reported. J. COMPENSATION 1. Method of compensation. Payment shall normally be made on a reimbursable basis as specified in the grant agreement and no more often than once per month. Each request for payment will be submitted by the RECIPIENT on State voucher request forms provided by the DEPARTMENT along with documentation of the expenses. Payments shall be made for each task/phase of the project, or portion thereof, as set out in the Scope of Work when completed by the RECIPIENT and approved as satisfactory by the Project Officer. The payment request form and supportive documents must itemize all allowable costs by major elements as described in the Scope of Work. Instructions for submitting the payment requests are found in "Administrative Requirements for Ecology Grants and Loans", part IV, published by the DEPARTMENT. A copy of this document shall be furnished to the RECIPIENT. When payment requests are approved by the DEPARTMENT, payments will be made to the mutually agreed upon designee. Payment requests shall be submitted to the DEPARTMENT and directed to the Project Officer assigned to administer this agreement. 2. Period of Compensation. Payments shall only be made for actions of the RECIPIENT pursuant to the grant/loan agreement and performed after the effective date and prior to the expiration date of this agreement, unless those dates are specifically modified in writing as provided herein. 3. Final Request(s) for Payment. The RECIPIENT should submit final requests for compensation within forty-five(45) days after the expiration date of this agreement and within fifteen (15) days after the end of a fiscal biennium. Failure to comply may result in delayed reimbursement. 4. Performance Guarantee. The DEPARTMENT may withhold an amount not to exceed ten percent (10%) of each reimbursement payment as security for the RECIPIENT's performance. Monies withheld by the DEPARTMENT may be paid to the RECIPIENT when the project(s) described herein, or a portion thereof, have been completed if, in the DEPARTMENT's sole discretion, such payment is 2 8 lnterlocal Agreement Ktisap Regional lODE Project Page 9 of 12 reasonable and approved according to this agreement and, as appropriate, upon completion of an audit as specified under section J.6. herein. 5. Unauthorized Expenditures. All payments to the RECIPIENT may be subject to final audit by the DEPARTMENT and any unauthorized expenditure(s) charged to this grant/loan shall be refunded to the DEPARTMENT by the RECIPIENT. 6. Mileage and Per Diem. If mileage and per diem are paid to the employees of the RECIPIENT or other public entities, it shall not exceed the amount allowed under state law for state employees. 7. Overhead Costs. No reimbursement for overhead costs shall be allowed unless provided for in the Scope of Work hereunder. K. TERMINATION 1. For Cause. The obligation of the DEPARTMENT 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 the DEPARTMENT, to perform any obligation required of it by this agreement, the DEPARTMENT may refuse to pay any further funds thereunder and/or terminate this agreement by giving written notice of termination. A written notice of termination shall be given at least five working days prior to the effective date of termination. In that event, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the RECIPIENT under this agreement, at the option of the DEPARTMENT, shall become Department property and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Despite the above, the RECIPIENT shall not be relieved of any liability to the DEPARTMENT for damages sustained by the DEPARTMENT and/or the State of Washington because of any breach of agreement by the RECIPIENT. The DEPARTMENT may withhold payments for the purpose of setoff until such time as the exact amount of damages due the DEPARTMENT from the RECIPIENT is determined. 2. Insufficient Funds. The obligation of the DEPARTMENT to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment. When this agreement crosses over state fiscal years the obligation of the DEPARTMENT is contingent upon the appropriation of funds during the next fiscal year. The failure to appropriate or allot such funds shall be good cause to terminate this agreement as provided in paragraph K.1 above. When this agreement crosses the RECIPIENT's fiscal year, the obligation of the RECIPIENT to continue or complete the project described herein shall be contingent upon appropriation of funds by the RECIPIENT's governing body; Provided, however, that nothing contained herein shall preclude the DEPARTMENT from demanding repayment of ALL funds paid to the RECIPIENT in accordance with Section 0 herein. 3. Failure to Commence Work. In the event the RECIPIENT fails to commence work on the project funded herein within four months after the effective date of this agreement, or by any date mutually agreed upon in writing for commencement of work, the DEPARTMENT reserves the right to terminate this agreement. L. WAIVER Waiver of any RECIPIENT default is not a waiver of any subsequent default. Waiver of a breach of any provision of this agreement is not a waiver of any subsequent 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 the DEPARTMENT. 3 9 Interlocal Agreement Ktisap Regional IDDE Project Page 10 of 12 M. PROPERTY RIGHTS 1. Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property, the RECIPIENT may copyright or patent the same but the DEPARTMENT 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. Where federal funding is involved, the federal government may have a proprietary interest in patent rights to any inventions that are developed by the RECIPIENT as provided in 35 U.S.C. 200-212. 2. Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish infonnation of the DEPARTMENT; present papers, lectures, or seminars involving infonnation supplied by the DEPARTMENT; use logos, reports, maps or other data, in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to the DEPARTMENT. 3. Tangible Property Rights. The DEPARTMENT's current edition of "Administrative Requirements for Ecology Grants and Loans", Part V, shall control the use and disposition of all real and personal property purchased wholly or in part with funds furnished by the DEPARTMENT in the absence of state, federal statute(s), regulation(s), or policy(s) to the contrary or upon specific instructions with respect thereto in the Scope of Work. 4. Personal Property Furnished by the DEPARTMENT. When the DEPARTMENT provides personal property directly to the RECIPIENT for use in perfonnance of the project, it shall be returned to the DEPARTMENT prior to final payment by the DEPARTMENT. If said property is lost, stolen or damaged while in the RECIPIENT's possession, the DEPARTMENT shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property. 5. Acquisition Projects. The following provisions shall apply if the project covered by this agreement includes funds for the acquisition of land or facilities: a. Prior to disbursement of funds provided for in this agreement, the RECIPIENT shall establish that the cost of land/or facilities is fair and reasonable. b. The 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 contemplated by this agreement. 6. Conversions. Regardless of the contract tennination date shown on the cover sheet, the RECIPIENT shall not at any time convert any equipment, property or facility acquired or developed pursuant to this agreement to uses other than those for which assistance was originally approved without prior written approval of the DEPARTMENT. Such approval may be conditioned upon payment to the DEPARTMENT 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. N. SUSTAINABLE PRODUCTS In order to sustain Washington's natural resources and ecosystems, the RECIPIENT is encouraged to implement sustainable practices where and when possible. These practices include use of clean energy, and purChase and use of sustainably produced products (e.g. recycled paper). For more infonnation, see www.ecy.wa.gov/sustainability. o. RECOVERY OF PAYMENTS TO RECIPIENT The right of the RECIPIENT to retain monies paid to it as reimbursement payments is contingent upon satisfactory performance of this agreement including the satisfactory completion of the project described in the Scope of Work. In the event the RECIPIENT fails, for any reason, to perfonn obligations required of it by this agreement, the RECIPIENT may, at the DEPARTMENT's sole discretion, be required to repay to the DEPARTMENT all grant/loan funds disbursed to the RECIPIENT for those parts of the project that are rendered worthless in the opinion of the DEPARTMENT by such failure to perfonn. 4 10 InterlocaI Agreement Ktisap Regional IDDE Project Page 11 of 12 Interest shall accrue at the rate of twelve percent (12%) per year from the time the DEPARTMENT demands repayment of funds. If payments have been discontinued by the DEPARTMENT due to insufficient funds as in Section K.2 above, the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination. Any property acquired under this agreement, at the option of the DEPARTMENT, may become the DEPARTMENT'S property and the RECIPIENT'S liability to repay monies shall be reduced by an amount reflecting the fair value of such property. P. PROJECT APPROVAL The extent and character of all work and services to be performed under this agreement by the RECIPIENT shall be subject to the review and approval of the DEPARTMENT through the Project Officer or other designated official to whom the RECIPIENT shall report and be responsible. In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the Project Officer or other designated official as to the extent and character of the work to be done shall govern. The RECIPIENT shall have the right to appeal decisions as provided for below. Q. DISPUTES Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of in writing shall be decided by the Project Officer or other designated official who shall provide a written statement of decision to the RECIPIENT. The decision of the Project Officer or other designated official shall be final and conclusive unless, within thirty days from the date of receipt of such statement, the RECIPIENT mails or otherwise furnishes to the Director of the DEPARTMENT a written appeal. In connection with appeal of any proceeding under this clause, the RECIPIENT shall have the opportunity to be heard and to offer evidence in support of this appeal. The decision of the Director or duly authorized representative for the determination of such appeals shall be final and conclusive. Appeals from the Director's determination shall be brought in the Superior Court of Thurston County. Review of the decision of the Director will not be sought before either the Pollution Control Hearings Board or the Shoreline Hearings Board. Pending final decision of dispute hereunder, the RECIPIENT shall proceed diligently with the performance of this agreement and in accordance with the decision rendered. R. CONFLICT OF INTEREST No officer, member, agent, or employee of either party to this agreement who exercises any function or responsibility in the review, approval, or carrying out of this agreement, shall participate in any decision which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is, directly or indirectly interested; nor shall he/she have any personal or pecuniary interest, direct or indirect, in this agreement or the proceeds thereof. S.INDEMNIFICATION 1. The DEPARTMENT shall 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. 2. To the extent that the Constitution and laws of the State of Washington permit, each party shall 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. T. GOVERNINGLAW This agreement shall be governed by the laws of the State of Washington. U. 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. 5 11 Interlocal Agreement Ktisap Regional IDDE Project Page 12 of 12 V.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 terms incorporated herein by reference including the "Administrative Requirements for Ecology Grants and Loans"; and (e) the General Terms and Conditions. SS-O 10 Rev. 04/04 12