"Materials Management Grant Agreement Template" - Oregon

Materials Management Grant Agreement Template is a legal document that was released by the Oregon Department of Environmental Quality - a government authority operating within Oregon.

Form Details:

  • Released on February 7, 2018;
  • The latest edition currently provided by the Oregon Department of Environmental Quality;
  • Ready to use and print;
  • Easy to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a printable version of the form by clicking the link below or browse more documents and templates provided by the Oregon Department of Environmental Quality.

ADVERTISEMENT
ADVERTISEMENT

Download "Materials Management Grant Agreement Template" - Oregon

Download PDF

Fill PDF online

Rate (4.8 / 5) 12 votes
STATE OF OREGON
DEPARTMENT OF ENVIRONMENTAL QUALITY
MATERIALS MANAGEMENT GRANT AGREEMENT
Project Name: ABC
DEQ Agreement # 123-45
This Materials Management Grant Agreement (“Agreement”) is between the State of Oregon, acting by and through
its Department of Environmental Quality (“DEQ”), and Recipient Name (“Recipient”).
Recipient Data
DEQ Data
Grant Administrator (Name and Title): Name, Title
Grant Administrator (Name and Title): Name, Title
Organization: Recipient Name; Street Address; City,
Department of Environmental Quality
State Zip
700 NE Multnomah St., Ste. 600
Portland, OR 97232
Phone: 123-456-7890
Email: name@email.com
Phone: 503-123-4567
Taxpayer ID # 12-3456789
Email: name@deq.state.or.us
DUNS # 12345
1. Effective Date and Grant Availability. This Agreement is effective on the date the last party signs it or, if approval by
the Oregon Department of Justice (“DOJ”) is required, on the date it is approved by DOJ, whichever date is later (the
“Effective Date”). Recipient agrees to complete the Project (described in Exhibit A no later than Month Day, 20XX
(“Project Completion Deadline”) (the time period from the Effective Date through the Project Completion Deadline, the
“Project Period”) unless terminated earlier in accordance with Section 16 or extended by an Amendment in accordance
with Section 21. Recipient must submit all invoices for disbursement of Grant funds under Section 4 no later than Month
Day, 20XX (the “Invoice Deadline”). DEQ has no obligation to disburse Grant funds for costs invoiced after the Invoice
Deadline.
2. Agreement Documents. This Agreement consists of this Agreement, Exhibit A, Exhibit B, and Exhibit C that are
attached hereto and by this reference incorporated herein. In the event of a conflict between two or more of the
documents comprising this Agreement, the language in the document with the highest precedence will control. The
documents comprising this Agreement are listed in the first sentence of this Section 2 from highest to lowest precedence.
3. Grant Funds; Match. The maximum, not-to-exceed amount that DEQ will pay to Recipient hereunder is $XX,XXX
(“Grant”). Recipient agrees to provide a cash match that satisfies the requirements of 2 CFR 200.306 and 2 CFR.403,
equal to $0.00. Grant moneys may not be used for any purpose other than Project costs. No more than 100% of total
Project costs may be paid with Grant moneys.
4. Disbursements; Expenses.
(a)
This is an expense reimbursement Grant. Disbursements for reimbursement of expenses, including travel and
travel related expenses (if authorized), will be made only in accordance with the schedule and requirements contained
in Sections 4 and 4A and subject to the conditions set forth in Section 7. Payments will be based on reimbursement of
actual Project expenses authorized by this Agreement. Supporting documentation must be provided for expenses for
which reimbursement is claimed and for all match expenses reported. This includes, but is not limited to: documentation
of personal services costs and the payment thereof; copies of paid contractor invoices; copies of paid invoices for
equipment; and receipts for lodging, airfare, car rental, and conference registration, when applicable.
(b)
Recipient may submit monthly invoices for expense reimbursement. Reimbursement requests must be
accompanied by invoices that describe all work performed with particularity (including by whom it was performed) and
that itemize and explain all expenses for which reimbursement is claimed. Invoices (including invoices for match
expenditures) must be accompanied by a copy of all receipts for expenses for which reimbursement is being requested.
Recipient may not seek or receive from any third party any form of duplicate, overlapping or multiple payments for
expenses reimbursed under this Agreement nor may expenses used to satisfy any cash match requirement under this
Agreement be used to satisfy the match or cost sharing requirement of any other project or program. Invoices and
receipts must be submitted with the Materials Management Grant Agreement Payment Request and Expenditure Report
(Exhibit B). Any cost sharing or match using federal funds must be disclosed in the Materials Management Grant
Agreement Payment Request and Expenditure Report (Exhibit B).
Invoices for reimbursement of expenses occurring in a State fiscal year (July 1 to June 30) must be received
(DOJ Approved 1-25-18)(DEQ 2-7-18)
STATE OF OREGON
DEPARTMENT OF ENVIRONMENTAL QUALITY
MATERIALS MANAGEMENT GRANT AGREEMENT
Project Name: ABC
DEQ Agreement # 123-45
This Materials Management Grant Agreement (“Agreement”) is between the State of Oregon, acting by and through
its Department of Environmental Quality (“DEQ”), and Recipient Name (“Recipient”).
Recipient Data
DEQ Data
Grant Administrator (Name and Title): Name, Title
Grant Administrator (Name and Title): Name, Title
Organization: Recipient Name; Street Address; City,
Department of Environmental Quality
State Zip
700 NE Multnomah St., Ste. 600
Portland, OR 97232
Phone: 123-456-7890
Email: name@email.com
Phone: 503-123-4567
Taxpayer ID # 12-3456789
Email: name@deq.state.or.us
DUNS # 12345
1. Effective Date and Grant Availability. This Agreement is effective on the date the last party signs it or, if approval by
the Oregon Department of Justice (“DOJ”) is required, on the date it is approved by DOJ, whichever date is later (the
“Effective Date”). Recipient agrees to complete the Project (described in Exhibit A no later than Month Day, 20XX
(“Project Completion Deadline”) (the time period from the Effective Date through the Project Completion Deadline, the
“Project Period”) unless terminated earlier in accordance with Section 16 or extended by an Amendment in accordance
with Section 21. Recipient must submit all invoices for disbursement of Grant funds under Section 4 no later than Month
Day, 20XX (the “Invoice Deadline”). DEQ has no obligation to disburse Grant funds for costs invoiced after the Invoice
Deadline.
2. Agreement Documents. This Agreement consists of this Agreement, Exhibit A, Exhibit B, and Exhibit C that are
attached hereto and by this reference incorporated herein. In the event of a conflict between two or more of the
documents comprising this Agreement, the language in the document with the highest precedence will control. The
documents comprising this Agreement are listed in the first sentence of this Section 2 from highest to lowest precedence.
3. Grant Funds; Match. The maximum, not-to-exceed amount that DEQ will pay to Recipient hereunder is $XX,XXX
(“Grant”). Recipient agrees to provide a cash match that satisfies the requirements of 2 CFR 200.306 and 2 CFR.403,
equal to $0.00. Grant moneys may not be used for any purpose other than Project costs. No more than 100% of total
Project costs may be paid with Grant moneys.
4. Disbursements; Expenses.
(a)
This is an expense reimbursement Grant. Disbursements for reimbursement of expenses, including travel and
travel related expenses (if authorized), will be made only in accordance with the schedule and requirements contained
in Sections 4 and 4A and subject to the conditions set forth in Section 7. Payments will be based on reimbursement of
actual Project expenses authorized by this Agreement. Supporting documentation must be provided for expenses for
which reimbursement is claimed and for all match expenses reported. This includes, but is not limited to: documentation
of personal services costs and the payment thereof; copies of paid contractor invoices; copies of paid invoices for
equipment; and receipts for lodging, airfare, car rental, and conference registration, when applicable.
(b)
Recipient may submit monthly invoices for expense reimbursement. Reimbursement requests must be
accompanied by invoices that describe all work performed with particularity (including by whom it was performed) and
that itemize and explain all expenses for which reimbursement is claimed. Invoices (including invoices for match
expenditures) must be accompanied by a copy of all receipts for expenses for which reimbursement is being requested.
Recipient may not seek or receive from any third party any form of duplicate, overlapping or multiple payments for
expenses reimbursed under this Agreement nor may expenses used to satisfy any cash match requirement under this
Agreement be used to satisfy the match or cost sharing requirement of any other project or program. Invoices and
receipts must be submitted with the Materials Management Grant Agreement Payment Request and Expenditure Report
(Exhibit B). Any cost sharing or match using federal funds must be disclosed in the Materials Management Grant
Agreement Payment Request and Expenditure Report (Exhibit B).
Invoices for reimbursement of expenses occurring in a State fiscal year (July 1 to June 30) must be received
(DOJ Approved 1-25-18)(DEQ 2-7-18)
no later than the following July 15th. Invoices must be sent electronically to DEQEXP@deq.state.or.us.
Reimbursement requests, together with the supporting documentation (i.e., invoices and proof of payment) are subject
to the review and approval of the DEQ Grant Administrator. Payment is contingent on compliance with all terms and
conditions of this Agreement, including reporting requirements. Invoice payments will be sent to: Recipient Grant
Administrator Name, Recipient Organization Name, Address, City, State Zip.
DEQ will withhold up to 20% of total Grant funds for the Project until Recipient has submitted, and DEQ has accepted,
the Final Report on the Project (as required by Exhibit A and described in Exhibit C) and a Final Payment Request and
Expenditure Report.
(c)
Notwithstanding Sections 4(a) and 4(b) above and the reimbursement provisions of Section 4A below, DEQ may,
in its sole discretion and upon such terms and conditions as it may determine and in order to address Recipient cash
flow issues that are otherwise an impediment to Project implementation, disburse Grant moneys to Recipient to finance
a Project activity directly rather than as reimbursement of expenditures made by Recipient to conduct that activity. The
terms and conditions that DEQ may impose on such advance disbursement may include, but are not necessarily limited
to, submission of an appropriate invoice, subsequent submission of documentation of the expenditure of the Grant
moneys and the conditioning of future disbursement of Grant moneys on compliance with the terms and conditions of
the advance disbursement.
4A. Travel and Related Expenses.
(Option 1) DEQ will not reimburse Recipient for any travel or travel related expenses under this Agreement.
OR
(Option 2)
All travel must be conducted in the most efficient and cost-effective manner resulting in the best value to the State. The
travel must comply with all the requirements set forth in this section and must be for official Recipient business authorized
by this Agreement. Personal expenses will not be authorized at any time. All travel expenses are included in the total
maximum Grant amount.
Travel expenses will be reimbursed at rates not to exceed those rates approved by the Department of Administrative
Services (“DAS”) for State government employees at the time the expense was incurred. The rates are subject to change
and any changed rates will immediately become part of this Agreement and govern reimbursement of any travel expenses
incurred after the date of the change. Unless Recipient obtains separate written approval of DEQ’s Grant Administrator
prior to incurring the expense, the only travel expenses eligible for reimbursement under this Agreement are:
(a) Mileage. Mileage for travel in a private automobile while Recipient is acting within the course and scope of his/her
duties under this Agreement and driving over the most direct and usually traveled route will be reimbursed at the rate
approved by DAS and in effect at the time of travel. To qualify for mileage reimbursement, Recipient must hold a valid,
current driver's license for the class of vehicle driven and carry personal automobile liability insurance in amounts not
less than those required by Oregon law.
(b) Meals & Lodging. Per diem rates for meals vary among cities. Expenses for meals will be reimbursed at rates not
to exceed the US General Services Administration (GSA) approved per diem rates, which can be found at
www.gsa.gov.
DEQ will reimburse Recipient for Recipient’s actual cost of lodging up to the specified federal per diem lodging rate for
the locality. Receipts are required for reimbursement of lodging expenses.
(c)
Other Travel Expenses. In addition to meals and lodging, out-of-state travel expenses will be reimbursed for
airfare and rental vehicles used by Recipient only if Recipient is acting within the course and scope of his/her
responsibilities under this Agreement. All Recipient representatives will be limited to economy or compact size rental
vehicles unless Recipient personally pays the difference. In no case will DEQ reimburse Recipient for air travel at a rate
greater than coach class airfare.
5. Recovery of Grant Funds. Any Grant funds disbursed to Recipient under this Agreement that are used in violation or
contravention of any of the provisions of this Agreement must be returned to DEQ. Recipient shall return all funds found
by DEQ to have been used in violation of this Agreement no later than fifteen (15) days after DEQ’s written demand.
6. Recipient’s Representations And Warranties. Recipient represents and warrants to DEQ as follows:
(a)
Recipient is duly organized, validly existing, and in good standing under the laws of Oregon. Recipient has full
power and authority to transact the business in which it is engaged and full power, authority, and legal right to execute
and deliver this Agreement and incur and perform its obligations hereunder.
(b) The making and performance by Recipient of this Agreement: (1) have been duly authorized by all necessary action
of Recipient; (2) do not and will not violate any provision of any applicable law, rule, or regulation or order of any court,
regulatory commission, board, or other administrative agency, or any provision of Recipient’s organic documents; and
(DOJ Approved 1-25-18)(DEQ 2-7-18)
(3) do not and will not result in the breach of, or constitute a default or require any consent under, any agreement or
instrument to which Recipient is a party or by which Recipient or any of its properties are bound or affected.
(c) This Agreement has been duly authorized, executed and delivered on behalf of Recipient and constitutes the legal,
valid, and binding obligation of Recipient, enforceable in accordance with its terms.
(d) No authorization, consent, license, approval of, filing or registration with, or notification to, any governmental body
or regulatory or supervisory authority is required for the execution, delivery or performance by Recipient of this
Agreement.
(e) Less than $750,000 in funds of a public agency (within the meaning of ORS 279C.800 through 279C.870) will be
used for the Project.
7. Conditions Precedent to Each Disbursement. DEQ’s obligation to disburse Grant moneys to Recipient hereunder is
subject to satisfaction, with respect to each disbursement, of each of the following conditions precedent:
(a) If the Grant is funded by solid waste tipping fees imposed under ORS 459A.110, moneys are available, in the account
created pursuant to ORS 459A.120, to finance the disbursement;
(b) If the Grant is funded by Metro, DEQ has received sufficient moneys from Metro to finance the disbursement;
(c) DEQ has received sufficient funding, appropriations, limitations, allotments or other expenditure authority to allow
DEQ, in the reasonable exercise of its administrative discretion, to make the disbursement;
(d) No default under this Agreement has occurred and is continuing; and
(e) Recipient’s representations and warranties set forth in Section 6 are true and correct on the date of disbursement
with the same effect as though made on the date disbursement.
8. Project. Recipient agrees to complete the Project in accordance with the terms and conditions of this Agreement;
provided, however, that if the total amount of the Grant is not available solely because one or more of the conditions
set forth in Sections 7(a) or 7(b) are not satisfied, Recipient will not be required to complete the Project.
9. Grant Requirements. All equipment and materials purchased with Grant funds made available by this Agreement must
be used only for purposes of the same general nature as outlined in this Agreement. A capital outlay item purchased
with Grant funds must be used for the purpose set forth in this Agreement for a minimum of five (5) years or its rated
service life, whichever is shorter. During this period, DEQ reserves the right to recover the equipment or its cash value
from Recipient at any time that Recipient ceases use of the equipment for its intended purpose. Use of Grant funds for
the following purposes is expressly prohibited:
• Disposal site engineering, design, or hydrogeologic study required by a DEQ permit or enforcement action;
• Costs for which payment has been or will be received under another financial assistance program;
• Capital asset expenditures for solid waste or materials management planning, including the purchase or upgrade
of computers, other office equipment, or any other asset that has an initial estimated useful life beyond a single
year;
• Costs incurred outside the Project Period;
• License application or permit fees;
• Ordinary operating expenses of the grant applicant that are not directly related to the Project; and
• Costs incurred for permitted facility closures.
10. Reporting. Recipient shall submit reports on the Project as described in Exhibit A. DEQ may withhold payments
until it receives and approves the required reports. The reports must be submitted to DEQ’s Grant Administrator and
may be submitted electronically. All reports must contain the information outlined in Exhibit C. Recipient shall
immediately notify DEQ of any development that significantly impacts the activities funded by this Agreement,
including any change in the truth or accuracy of the representations and warranties set forth in Section 6 and any
delay or adverse condition that materially impairs Recipient’s ability to meet the objectives of the Agreement. This
notification must include a statement of the action Recipient has taken or intends to take to minimize or mitigate the
impact of the situation, along with any assistance Recipient may require to do so.
11. Records Maintenance and Access. Recipient shall maintain all fiscal records relating to this Agreement in accordance
with generally accepted accounting principles and shall maintain any other records pertinent to this Agreement in such
manner as to clearly document Recipient’s performance. DEQ, the Secretary of State's Office of the State of Oregon,
the federal government, and their duly authorized representatives shall have access to the books, documents, papers,
and records that are directly pertinent to this Agreement in order to perform audits and examinations, and make
excerpts, transcripts and copies of same in their sole discretion. Recipient shall retain and keep accessible all financial
records, supporting documents, and all other records related to this Agreement for a minimum of six (6) years after the
Project is completed or until the conclusion of any audit, controversy, or litigation arising out of or related to this
(DOJ Approved 1-25-18)(DEQ 2-7-18)
Agreement, whichever date is later.
12. Compliance with Applicable Law. Recipient will comply with all federal, state, and local laws, regulations, executive
orders and ordinances applicable to the work performed under this Agreement. Without limiting the generality of the
foregoing, Recipient expressly agrees to comply with the following laws, regulations, and executive orders to the extent
they are applicable to the Agreement: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503
and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended;
(iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996; (vi) the
Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii)
the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659, as amended;
(ix) ORS 279A, ORS 279B, and ORS 279C, as applicable to the Recipient; (x) all other applicable requirements of
federal and state civil rights and rehabilitation statutes; and (xi) all regulations and administrative rules established
pursuant to the foregoing laws. These laws, regulations, and executive orders are incorporated by reference herein to
the extent that they are applicable to the Agreement and required by law to be so incorporated.
13. Recycled Material Use. Recipient will, to the maximum extent economically feasible in the performance of this
Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE (as defined in ORS
279A.010(1)(hh)) products, and other recycled products (as the term “recycled product” is defined in ORS
279A.010(1)(ii)).
14. Indemnity. Recipient shall defend (subject to ORS Chapter 180), save, hold harmless, and indemnify the State of
Oregon, DEQ, and their officers, employees, and agents from and against any and all claims, suits, actions, liabilities,
damages, losses, costs and expenses (including attorneys’ fees) of any nature resulting from, arising out of, or relating
to the activities of Recipient or its officers, employees, contractors, or agents under this Agreement or in the
implementation of the Project.
15. Indemnification by Contractors. Recipient shall take all reasonable steps to cause its contractor(s) that are not units
of local government as defined in ORS 190.003, if any, to defend (subject to ORS Chapter 180), save, hold harmless,
and indemnify the State of Oregon, DEQ, and their officers, employees, and agents from and against any and all claims,
suits, actions, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of any nature resulting from,
arising out of, or relating to the activities of the contractor or its officers, employees, subcontractors, or agents in
connection with the Project.
16. Termination.
(a) This Agreement may be terminated by mutual consent of both parties.
(b) DEQ may terminate this Agreement effective upon written notice to Recipient, or at such later date as may be
established by DEQ in such notice, (i) if DEQ fails to receive sufficient funding, appropriations, limitations, allotments or
other expenditure authority to allow DEQ, in the reasonable exercise of its administrative discretion, to make payments
under this Agreement, (ii) if there is a change in federal or state laws, rules, regulations, or guidelines so that the Project
funded by this Agreement is no longer eligible for funding, or (iii) in accordance with Section 18.
17. Default by Recipient. Recipient shall be in default under this Agreement upon the occurrence of any of the following
events:
(a) Recipient fails to perform, observe, or discharge any of its covenants, agreements, or obligations contained in this
Agreement, including any exhibit attached hereto;
(b) Any representation, warranty or statement by Recipient made herein or in any documents or reports relied upon by
DEQ, including but not limited to any statement used by DEQ to measure progress on the Project, the expenditure of
Grant moneys, or the performance by Recipient, is untrue in any material respect when made;
(c) Recipient: (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of all of its property; (ii) admits in writing its inability to pay, or is generally unable to pay,
its debts as they become due; (iii) makes a general assignment for the benefit of its creditors; (iv) is adjudicated as
bankrupt or insolvent; (v) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in
effect); (vi) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts; (vii) fails to controvert in a timely and appropriate manner, or
acquiesces in writing to, any petition filed against it in an involuntary case under the federal Bankruptcy Code (as now
or hereafter in effect); or (viii) takes any corporate action for the purpose of effecting any of the foregoing; or
(d) A proceeding or case is commenced, without the application or consent of Recipient, in any court of competent
jurisdiction, seeking: (i) the liquidation, dissolution, or winding-up, or the composition or readjustment of, Recipient’s
debts; (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial
part of its assets; or (iii) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed,
or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in
(DOJ Approved 1-25-18)(DEQ 2-7-18)
effect for a period of twenty (20) consecutive days, or an order for relief against Recipient is entered in an involuntary
case under the federal Bankruptcy Code (as now or hereafter in effect).
18. Remedies Upon Default. If Recipient’s default under Section 17(a) or 17(b) is not cured within fifteen (15) days of
written notice thereof to Recipient from DEQ (or such longer period as DEQ may authorize in its sole discretion), or if
there is a default by Recipient under Section 17(c) or 17(d), DEQ may pursue any remedies available under this
Agreement, at law or in equity. Such remedies include, but are not limited to, termination of this Agreement, return of
all or a portion of the Grant amount, payment of any interest earned on the Grant amount, and declaration of ineligibility
for the receipt of similar future awards. If, as a result of Recipient’s default, DEQ demands return of all or a portion of
the Grant amount or payment of interest earned on the Grant amount, Recipient shall pay the amount upon DEQ’s
demand.
19. No Implied Waiver, Cumulative Remedies. The failure of DEQ to exercise, and any delay by DEQ in exercising, any
right, power, or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the
exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and are not exclusive
of any remedies provided by law. DEQ may, in its sole discretion, pursue any remedy or remedies singly, collectively,
successively, or in any combination or order.
20. Notices. Any notification required under this Agreement shall be in writing, delivered to the Grant Administrator only by
one of the following methods: in-person; U.S. mail, postage prepaid; or email. Notices mailed or emailed must be sent
to the address or email address set forth in this Agreement on page 1. Any notice so addressed and mailed shall be
effective five (5) days after mailing. Any notice given by personal delivery shall be effective when actually delivered.
Any notice given by email shall be effective upon the sender’s receipt of confirmation generated by the recipient’s email
system that the notice has been received by the recipient’s email system.
21. Amendments. The terms of this Agreement may not be waived, altered, modified, supplemented, or amended in any
manner, except by written instrument signed by both parties (or, in the case of a waiver, by the party against whom
such waiver is sought to be enforced). Such waiver, alteration, modification, supplement, or amendment, if made, is
effective only in the specific instance and for the specific purpose given. Recipient must notify DEQ's Grant
Administrator in writing no later than forty-five (45) calendar days before the Project Completion Deadline of
any proposed amendments to the Agreement.
22. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of DEQ, Recipient, and
their respective successors and assigns, except that Recipient may not assign or transfer its rights or obligations
hereunder or any interest herein without the prior written consent of DEQ.
23. Survival. Sections 5, 9, 11, 14, 15, 22, and 23, and all other provisions that by their terms are meant to survive, shall
survive the termination of this Agreement.
24. No Third Party Beneficiaries. DEQ and Recipient are the only parties to this Agreement and are the only parties entitled
to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any
benefit or right, whether directly or indirectly, to any third party unless such party is identified individually by name herein
and is described expressly as an intended beneficiary of the terms of this Agreement.
25. Governing Law; Venue; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit, or proceeding
(collectively, “Claim”) between DEQ (or any other agency or department of the State of Oregon) and Recipient that
arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court
of Marion County for the State of Oregon; provided, however, if the Claim must be brought in a federal forum, then it
shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon.
In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity,
whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution
of the United States, or otherwise, to or from any Claim or from the jurisdiction of any court. RECIPIENT, BY ITS
EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID
COURTS.
26. Alternative Dispute Resolution. Recipient and DEQ shall attempt in good faith to resolve any dispute arising out of
this Agreement. This may be done at any management level, including at a level higher than persons directly responsible
for the administration of this Agreement. In addition, the parties may agree to utilize a jointly-selected mediator or
arbitrator (for non-binding arbitration) to resolve the dispute short of litigation.
27. Captions. The captions or headings in this Agreement are for convenience only and do not define, limit, or describe
the scope or intent of any provisions of this Agreement.
28. Merger Clause. This Agreement (including all exhibits and attachments) constitutes the entire agreement between the
parties regarding the subject matter hereof. There are no other understandings, agreements, or representations, oral
or written, not specified herein regarding this Agreement. Recipient, by the signature below of its authorized
(DOJ Approved 1-25-18)(DEQ 2-7-18)
Page of 9