Snohomish County Port of Everett 9/19/2019

to proceed and provide landscape architectural services to the Project. The City shall provide a full accounting of costs documented to meet the RCO guidelines for eligible expenses. These contributions will be credited against the City's one-third share. 3.1.3 The County shall pay its one-third share of Project expenses by reimbursing the Port one third of the total Project expenses, net of the Grant reimbursement, upon receiving satisfactory evidence of such expenses, and shall make payment within 60 days of receiving such evidence. 3.1.4 Any work product generated from and paid for with funds allocated for this Project will become the property of the Parties in their most native and/or useable form. 3.2 The Port shall provide a final and complete accounting of all Project expenses at the completion of the Project. The Port will reconcile each party's share within eight (8) months of Project's final completion and the Parties shall reimburse each other within 30 days of receipt. 3.3 The Port will execute the Project on a schedule required by the Grant. 3.4 Expenses for the Project may include all those elements included in the Grant application's project description as substantially listed in Exhibit B, which includes the Port's administrative management of the Project, and overages up to the maximum contingency provided in this Agreement. 3.5 The Project benefits are described in the Grant application, Exhibit B, Development Metrics Outcomes and Benefits. 3.6 The parties agree as follows regarding Project changes: 3.6.1 Project design must be within the scope of the Project as described in the Grant application. Any change of the Project design beyond such scope requires the prior written approval of all Parties, which approval may be withheld in each party's sole discretion. A party's failure to respond to a request for such a design change within the timeline specified is deemed disapproval. Unforeseen circumstances shall not constitute a design change under this Section. 3.6.2 If or when the cumulative total of change orders to the Project construction contract exceeds ten percent (10%) of the original construction contract amount, all subsequent change orders must be pre-approved by all Parties. This approval may not be unreasonably withheld, conditioned or delayed. Requests for change order approval must be in writing and contain a copy of the proposed change order. Failure of a party to respond to a written change order approval request within 10 days is deemed approval by the non-responding party. Among the other instances in which it may be reasonable for a party to disapprove a change order, it is agreed that it is reasonable for a party to disapprove a change order that expands the Project construction beyond the scope of the Project as described in the Grant application. 3.6.3 Regardless of Section 3.1 above, a party is not responsible for Project costs arising from Project changes it disapproves in accordance with this Section 3.6. 3 B NC\03221\0065\01021319.v 1