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Home My WebLink AboutAgreements/Contracts - Sheriff & Jail•I N GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be'submitted to the Clerk of the Board by 12,OOpM on Thursday) REQUESTING DEPARTMENT., Silel"IffS Office REQUEST SUBMITTED BY: Josh SaltlSbUCy CONTACT PERSON ATTENDING ROUNDTABLE: Sheriff Joe Krl2fe CONFIDENTIAL . INIF ORMATION'..-FIYES RNO DATE: 12/4/23 PHONE509-750-7306 up MIN= HTIM, I kmij WWI LIM SIRt jVAj:jM 5R,Agree,ment [Contract EIAP Vou he' c. rs - DAppointment I Reappointment I DARPA Related. 0 Bids I RFPs / Quotes .Award 013id0pe hedu-led Opening c 0 Boards /Committees 1113udgot DCornputer Related' D.Coun"ty Code ElErnergency Purchase DEM ploye'e Rol.. nFacilities Related El Financial nFunds El Hearin ninvoices [Purchase Orders *Grants — Fed/State/County nLeases DIVIOA MOU ElMin.utes Dordinances, D out of State Travel nP.ett,y Cash OPolicies OProclarnations n Request for Purchase ElResolution F-1 Recommendation ®Professional Serv/Consultant OSu pport Letter D.Sutplus Req. DTax Levies 0IThank Youl's DTex itle'P oorty OWSLCB aw" Sul ED ullymmg-AMM RCOGrant,Agree m-ent M & O Grant .for the Moses Lake Sand Dunes. Chief Deputy Rebekah Kaylar:ha and review the contract, approved. This is.a two year grant we have been getting for ears. DATE OF ACTIONJ D -)o) DEF I ERRED OR CONTINUED TO.: K23- 2 8 0 °r°#0RCO Grant Agreement rla r Conservation: office Project Sponsor: Grant County Sheriff Department Project Number: 22-2157M Project Title: Grant County ORV Maintenance and Operation Approval Date: 06/28/2023 PARTIES OF THE AGREEMENT This Recreation and Conservation Office Grant Agreement (Agreement) is entered into between the State of Washington b and through the Recreation and Conservation Funding Board (RCFB or funding board) and the Recreation and Conservation Office (RCO), P.O. Box 40917, Olympia, Washington 98504-0917 and by and through the Grant County Sheriff Department (Sponsor, and primary Sponsor), PO Box 37, Ephrata, WA 98823, and shall be binding on the agents and all persons actin by or through the parties. g All Sponsors are equally and independently subject to all the conditions of this Agreement except those conditions that expressly apply only to the primary Sponsor. Prior to and during the Period of Performance, per the Applicant Resolution/Authorizations submitted by all Sponsors (and on file with the RCO), the identified Authorized Rep resentative(s)/Agent(s) have full authority to legally bind the Sponsor(s) regarding all matters related to the project identified above, including but not limited to, full authority to: (1) sign a grant application for grant assistance, (2) enter into this Agreement on behalf of the Sponsor(s), including indemnification, .as provided therein, (3) enter any amendments thereto on behalf of Sponsor(s), and (4) make any decisions and submissions required with respect to the project. Agreements and amendments must be signed by the Authorized Representative/Agent(s) of all Sponsors, unless otherwise allowed in the AMENDMENTS TO AGREEMENT Section. A. During the Period of Performance, in order for a Sponsor to change its Authorized Representative/Agent as identified on the original signed Applicant Resolution/Authorization the Sponsor must provide the RCO a new Applicant Resolution/Authorization signed by its governing body or a written delegation of authority to sign in lieu of originally authorized Representative/Agency(s). Unless a new Applicant Resolution/Authorization has been provided, the RCO shall proceed on the basis that the person who is listed as the Authorized Representative in the last Resolution/Authorization that RCO has received is the person with authority to bind the Sponsor to the Agreement (including any amendments thereto) and decisions related to implementation of the Agreement. B. Amendments After the Period of Performance. RCO reserves the right to request and Sponsor has the obligation to provide, authorizations and documents that demonstrate any signatory to an amendment has the authority to legally bind the Sponsor as described in the above Sections. For the purposes of this Agreement, as well as for grant management purposes with RCO, only the primary Sponsor may act as a fiscal agent to obtain reimbursements (See PROJECT REIMBURSEMENTS Section). PURPOSE OF AGREEMENT This Agreement sets out the terms and conditions by which a grant is made from the NOVA Program Account of the State of Washington. The grant is administered by the Recreation and Conservation Office (RCO). DESCRIPTION OF PROJECT The Grant County Sheriffs Office will use this grant to provide ongoing maintenance and operation to support off-road vehicle use for the Moses Lake Sand Dunes (MLSD). The MLSD is located south of Moses Lake, in Grant County, exit 174 off of 190 and along Sand Dunes Road SE. Maintenance will include fence repair, servicing of bathrooms, signage repair/replacement, noxious weed control and litter disposal throughout the MLSD. The primary recreational opportunity provided by this project is off-road vehicle use. PERIOD OF PERFORMANCE The period of performance begins on November 1, 2023 (project start date) and ends on October 31, 2025 (project end date). No allowable cost incurred before or after this period is eligible for reimbursement unless specifically provided for by written amendment or addendum to this Agreement, or specifically provided for by applicable RCWs, WACs, and any applicable RCO manuals as of the effective date of this Agreement. The RCO reserves the right to summarily dismiss any request to amend this Agreement if not made at least 60 days before the project end date. RCO: 22-2157 Revision Date: 5/1/2023 Page 1 of 20 STANDARD TERMS AND CONDITIONS INCORPORATED The Standard Terms and Conditions of the Recreation and Conservation Office attached hereto are incorporated b reference as part of this Agreement. y LONG-TERM OBLIGATIONS For this maintenance project, the Sponsor's ongoing obligations for the project area shall be for a period of useful service life based on improvements made and shall extend beyond the Period of Performance of this Agreement, unless otherwise identified in the Agreement or as approved by the funding board or RCO. For equipment purchased as part of the project, the Sponsor's ongoing obligation shall comply with the Treatment of Equipment and Assets section. PROJECT FUNDING The total grant award provided for this project shall not exceed $59,990.00. The RCO shall not pay any amount beyond that approved for grant funding of the project and within the percentage as identified below. The Sponsor shall be responsible for all total project costs that exceed this amount. The minimum matching share provided by the Sponsor shall be as indicated below: Percentage RCFB - NOVA Off -Road Vehicle 59-99% Project Sponsor 40.01% Total Project Cost 100.00% Dollar Amount $591990.00 $40,010.00 $1007000.00 RIGHTS AND OBLIGATIONS INTERPRETED IN LIGHT OF RELATED DOCUMENTS Source of Funding State All rights and obligations of the parties under this Agreement are further specified in and shall be interpreted in light of the Sponsor's application and the project summary and eligible scope activities under which the Agreement has been approved and/or amended as well as documents produced in the course of administering the Agreement, including the eligible scope activities, the milestones report, progress reports, and the final report. Provided, to the extent that information contained in such documents is irreconcilably in conflict with the Agreement, such information shall not be used to vary the terms of the Agreement, unless the terms in the Agreement are shown to be subject to an unintended error or omission. "Agreement" as used here and elsewhere in this document, unless otherwise specifically stated, has the meaning set forth in the definitions of the Standard Terms and Conditions. AMENDMENTS TO AGREEMENT Except as provided herein, no amendment (including without limitation, deletions) of this Agreement will be effective unless set forth in writing signed by all parties. Exception: extensions of the Period of Performance and minor scope adjustments need only be signed by RCO's director or designee and consented to in writing (including email) by the Sponsor's Authorized Representative/Agent or Sponsor's designated point of contact for the implementation of the Agreement (who may be a person other than the Authorized Agent/Representative), unless otherwise provided for in an amendment. This exception does not apply to a federal government Sponsor or a Sponsor that requests and enters into a formal amendment for extensions or minor scope adjustments. It is the responsibility of a Sponsor to ensure that any person who signs an amendment on its behalf is duly authorized to do so. Unless otherwise expressly stated in an amendment, any amendment to this Agreement shall be deemed to include all current federal, state, and local government laws and rules, and policies applicable and active and published in the applicable RCO manuals or on the RCO website in effect as of the effective date of the amendment, without limitation to the subject matter of the amendment. Provided, any update in law, rule, policy or a manual that is incorporated as a result of an amendment shall apply only prospectively and shall not require that an act previously done in compliance with existing requirements be redone. However, any such amendment, unless expressly stated, shall not extend or reduce the long-term obligation term. COMPLIANCE WITH APPLICABLE STATUTES, RULES, AND POLICIES This Agreement is governed by, and the sponsor shall comply with, all applicable state and federal laws and regulations, applicable RCO manuals as identified below, Exhibits, and any applicable federal program and accounting rules effective as of the date of this Agreement or as of the effective date of an amendment, unless otherwise provided in the amendment. Provided, any update in law, rule, policy or a manual that is incorporated as a result of an amendment shall apply only prospectively and shall not require that an act previously done in compliance with existing requirements be redone unless otherwise expressly stated in the amendment. For the purpose of this Agreement, WAC Title 286, RCFB policies shall apply as terms of this Agreement. RCO: 22-2157 Revision Date: 5/1/2023 Page 2 of 20 For the purpose of this Agreement, the following RCO manuals are deemed applicable and shall apply as terms of this Agreement: Nonhighway and Off-road Vehicle Activities (NOVA) - Manual 14 Reimbursements - Manual 8 SPECIAL CONDITIONS None SPECIAL CONDITIONS - CULTURAL RESOURCES CONDITION APPLIES TO THE FOLLOWING AREA(S): Moses Lake Sand Dunes BOR Federal - Federal Lead: Evidence of compliance required: Federal Nexus. Based on the information provided inour application, this project appears to be subject to Section 106 of the National Historic Preservation Act; therefore y exempting it from review in accordance with the State's Executive Order 2102E02102 ( )process. For this project to be exempted from E02102 review, the Area of Potential Effect (APE) must fully align with the lead federal agency's jurisdiction authority and include all project actions included in this agreement (staging, demolition, fencing, restoration etc.). The sponsor is encouraged to work with the lead federal agency to align the Section 106 APE with h e subject to this project agreement. If the APE does not include all activities subject to this project agreement, scope of work ro the RCO grant manager, as this will require RCO to initiate cultural resources consultationp � promptly notify following E02102 for those activities not included in the federal APE. RCO will withhold reimbursement of development or restoration expenditures until this requirement is met. For acquisition and planning p p g projects, final payment will be withheld until evidence of cultural resources review is provided. All cultural resources work must meet reporting guidelines outlined by the Department of Archaeology and Historic Preservation and federal regulations. If archaeological materials or human remains are discovered within the project area, work in the immediate vicinity must stop, and the Sponsor must ensure compliance with the provisions found in this agreement and under state and federal law. p AGREEMENT CONTACTS The parties will provide all written communications and notices under this Agreement to either or 9 both the mail address and/or the email address listed below: Sponsor Project Contact Jesse King ORV Deputy 35CSTNW Ephrata, WA 98823 jaking@grantcountywa.gov RCO Contact Jesse Sims Outdoor Grants Manager PO Box 40917 Olympia, WA 98504-0917 jesse.sims@rco.wa.gov These addresses and contacts shall be effective until receipt by one party from the other of a written notice of any change. Unless otherwise provided for in this Agreement, decisions relating to the Agreement must be made b the Authorized g Representative/Agent, who may or may not be the Project Contact for purposes of notices and y ed p p communications. ENTIRE AGREEMENT This Agreement, with all amendments and attachments, constitutes the entire Agreement of the parties. No other understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. EFFECTIVE DATE Unless otherwise provided for in this Agreement, this Agreement, for Project 22-2157, shall become effective and bindingon the date signed by both the sponsor and the RCO's authorized representative, whichever is later Effective Date). Reimbursements for eligible and allowable costs incurred within the period ( ) PERFORMANCE Section are allowed onlywhen this p d of performance identified in the PERIOD OF s Agreement is fully executed and an original is received by RCO. The Sponsor has read, fully understands, and agrees to be bound by all terms and conditions as set forth in this Agreement and the STANDARD TERMS AND CONDITIONS OF THE RCO GRANT AGREEMENT. The signatories listed below represent and warrant their authority to bind the parties to this Agreement. g RCO: 22-2157 Revision Date: 5/1/2023 Page 3 of 20 Grant County She By: Name (printed): riff De rt e Date: State of Washington Recreation and Conservation Office On behalf of the Recreation and Conservation Funding Board (RCFB or funding board) By: FOR Megan Duffy Director Recreation and Conservation Office Pre -approved as to form: By: r. Assistant Attorney General Date: Date: 05/01/2023 RCO: 22-2157 Revision Date: 5/1/2023 Page 4 of 20 °''f6 1't RCO Grant Agreement Recreation and Conservation office Project Sponsor: Grant County Sheriff Department Project Number: 22-2157M Project Title: Grant County ORV Maintenance and Operation Approval Date: 06/28/2023 Eligible Scope Activities ELIGIBLE SCOPE ACTIVITIES Maintenance Metrics Worksite #1, MOSES LAKE SAND DUNES Equipment Purchase maintenance equipment Repairs and maintenance Facility Maintenance Recreation use area maintenance RCO: 22-2157 Revision Date: 5/1/2023 Page 5 of 20 -INGTONSTATF, WASH RCO Grant Agreement Recr' eat ion and . . . . . . . . . . . . . Conservation Offi....-ce Project Sponsor: Grant County Sheriff Department Project Number: 22-2157M Project Title: Grant County ORV Maintenance and Operation Approval Date: 06/28/2023 Project Milestones PROJECT MILESTONE REPORT Complete Milestone 'Target Date Comments/Description Project Start 11/01/2023 Progress Report Due 06/30/2024 Annual Project Billing Due 07/31/2024 Progress Report Due 12/31/2024 Progress Report Due 06/30/2025 Annual Project Billing Due 07/31/2025 Agreement End Date 10/31/2025 Final Billing Due 12/15/2025 Final Report Due 12/31/2025 RCO: 22-2157 Revision Date: 5/1/2023 Page 6 of 20 GTO N. STAT C I.Recreation and :Conservation Office RCO Grant Agreement Project Sponsor: Gran County ^ Project Number: 22-2157M Project Title: Grant County ORV Maintenance and Operation Approval Date: 06/28/2023 Standard Terms and Conditions of the Recreation and Conservation Office Table of Contents STANDARD TERMS AND CONDITIONS EFFECTIVE DATE C[FATON8.HEADINGS AND DEFlN[OONG-------- 8 PERFORMANCE BYTHE SPONSOR ______. xx A0�GNMENT-,_________________ ----10 RE�p�N0B|L[T�FORPROJE�T-----------------------------------------------1U |NDEMN|FlCATON____11 INDEPENDENT CAPACITY OFTHE SPONSOR ----------------------------------------11 CDNFUOTOFINTEREST ___________.----------------------------------------11 O��LA�NOEVV�HAPPUOABLELAVV--_----------------------------------------''12 AROHAEDLO�|�ALAND�ULTURALRE8DUK�E� ---------------------------------''12 �E�URD0---________________.__-------------------------------------12 pROJECTFUNCUNG______________ --------.�4 pROJEOTRBN\BUR8E�ENT0-------- 14 RE�OVERYOFP/01�ENT8__________----------------------------------------14 �OVENANTAGA|N8TCONTN�ENTFEBS-----------------------------------------''15 |NOO�E��OF��)ANDU8EO�|N�O�E_---------------------------------------')5 pR��URE�ENTRE�URE��NT�______ 15 TREAT�ENTOfBJU|��ENTANDA8G�T8-----------------------------------------18 R1�HTOF|N8P�OT�N_____________---------------------------------------..18 8TEVV�R��H|PANO�O��OFU��------ -----------------------------16 PREFERENCES �O�RE8�ENT8-_____. _--------------------------------------.16 PROVISIONS ^^~~^'^^^~^^^^^^^^^^^-~^^^^^~^^^~^^^~~^^^^~^^^^~^^^^^^1O . DEVELOPMENT,MAIm/c,ANuE, RENOVATION, �D��F�ONP��B� 17 ORDEROFPREOEDENOE------------. ---' UK�[�(TONOFAUTHOR1Ty__________.. -------------------------------`..17 VV�p�EROF�EFAULT_____________. ------------------------------..17 APPLICATION MISREPRESENTATIONS OR � . / - ON8OR|NACCURAOYDRBREACH 10 SPECIFIC PERFORMANCE ----------.. -----------'' TERM|NATONAND8U8PEN0|ON------ 18 [U��UTEHEAR|N�_______________---------------------------------------..18 ATTORMEY8FE __________.. ----'-----------.10 GOVERN/��LAVvyVENUE___________----------------------------------------10 ..................................................................................��'�» SEVERABILITY—--------------------------'' �O ENOOF8TANDAR�TER�GAN�OON�[rON8--------------------------------------'' .---------------------------''�u RCO: 22-2157 Revision Date: 5/1/2023 Page 7 of 20 STANDARD TERMS AND CONDITIONS EFFECTIVE DATE This document sets forth the Standard Terms and Conditions of the Recreation and Conservation Office as of 08/22/2023. CITATIONS, HEADINGS AND DEFINITIONS A. Any citations referencing specific documents refer to the current version on the effective date of this Agreement or the effective date of any amendment thereto. B. Headings used in this Agreement are for reference purposes only and shall not be considered a substantiveart of this Agreement. p C. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth below: Agreement, terms of the Agreement, or project agreement — The document entitled "RCO GRANT AGREEMENT" accepted by all parties to the present project and transaction, including without limitation the Standard Terms and Conditions of the RCO Grant Agreement, all exhibits, attachments, addendums, amendments, and applicable manuals, and any intergovernmental agreements, and/or other documents that are incorporated into the Agreement subject to any limitations on their effect under this Agreement. applicable manual(s), manual — A manual designated in this Agreement to apply as terms of this Agreement, subject (if applicable) to substitution of the "RCO director" for the term "board" in those manuals where the project is not approved by or funded by the referenced board, or a predecessor to the board. applicable WAC(s) — Designated chapters or provisions of the Washington Administrative Code that apply by their terms to the type of grant in question or are deemed under this Agreement to apply as terms of the Agreement, subject to substitution of the "RCO director" for the term "board" or "agency" in those cases where the RCO has contracted to or been delegated to administer the grant program in question. applicant — Any party, prior to becoming a Sponsor, who meets the qualifying standards/eligibility requirements for the grant application or request for funds in question. application — The documents and other materials that an applicant submits to the RCO to support the applicant's request for grant funds; this includes materials required for the "Application" in the RCO's automated project information system, and other documents as noted on the application checklist including but not limited to legal opinions, maps, plans, evaluation presentations and scripts. Authorized Representative/Agent — A Sponsor's agent (employee, political appointee, elected person, etc.) authorized to be the signatory of this Agreement and any amendments requiring a Sponsor's signature. This person has the signature authority to bind the Sponsor to this Agreement, grant, and project. C.F.R. — Code of Federal Regulations completed project or project completion — The status of a project when all of the following have occurred: • The grant funded project has been inspected by the RCO and the RCO has determined that all scopes of work to implement the project have been completed satisfactorily. • A final project report is submitted to and accepted by RCO. • Any needed amendments to the Agreement have been entered by the Sponsor and RCO and have been delivered to the RCO. • A final reimbursement request has been delivered to and paid by RCO. • Documents affecting property rights (including RCO's as may apply) and any applicable notice of grant, have been recorded (as may apply). contractor — An entity that receives a contract from a Sponsor related to performance of work or another obligation under this Agreement. Cultural Resources —Archaeological or historic archaeological sites, historic buildings/structures, and cultural or sacred places. director — The chief executive officer of the Recreation and Conservation Office or that person's designee. effective date — The date when the signatures of all parties to this agreement are present in the agreement. equipment — Tangible personal property (including information technology systems) having a useful service life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level RCO: 22-2157 Revision Date: 5/1/2023 Page 8 of 20 established by the Sponsor or $5,000 (2 C.F.R. Part 200 (as updated)). funding board or board — The Washington State Recreation and Conservation Funding Board, or the Washington Y apply. State Salmon Recovery Funding Board. Or both as ma I . g Funding Entity — the entity that approves the project that is the subject to this Agreement. grant program — The source of the grant funds received. May be an account in the state treasury, or a grant category within a larger grant program, or a federal source. long-term obligations — Sponsor's obligations after the project end date, as specified in the Agreement and manuals and other exhibits as may apply. landowner agreement—An agreement that is required between a Sponsor and landowner for projects located on land not owned, or otherwise controlled, by the Sponsor. maintenance project — A project that maintains existing areas and facilities through repairs and upkeep for the benefit of outdoor recreation. maintenance and operation — A project that maintains and operates existing areas and facilities through repairs, upkeep, and routine services for the benefit of outdoor recreationists. match or matching share — The portion of the total project cost provided by the Sponsor. milestone — An important event with a defined date to track an activity related to implementation of a funded project and monitor significant stages of project accomplishment. Office — Means the Recreation and Conservation Office or RCO. pass-through entity — A non -Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program (2 CFR 200 (as updated)). If this Agreement is a federal subaward, RCO is the pass-through entity. period of performance — The period beginning on the project start date and ending on the project end date. pre -agreement cost — A project cost incurred before the period of performance. primary Sponsor — The Sponsor who is not a secondary Sponsor and who is specifically identified in the Agreement as the entity to which RCO grants funds to and authorizes and requires to administer the grant. Administration includes but is not limited to acting as the fiscal agent for the grant (e.g. requesting and accepting reimbursements, submitting reports). Primary Sponsor includes its officers, employees, agents and successors. project — The undertaking that is funded by this Agreement either in whole or in part with funds administered by RCO. project area - A geographic area that delineates a grant assisted site which is subject to project agreement requirements. project completion or completed project — The status of a project when all of the following have occurred: • The grant funded project has been inspected by the RCO and the RCO has determined that all scopes of work to implement the project have been completed satisfactorily. • A final project report is submitted to and accepted by RCO. • Any needed amendments to the Agreement have been entered by the Sponsor and RCO and have been delivered to the RCO. • A final reimbursement request has been delivered to and paid by RCO. • Documents affecting property rights (including RCO's as may apply) and any applicable notice of grant, have been recorded (as may apply). project cost — The total allowable costs incurred under this Agreement and all required match share and voluntary committed matching share, including third -party contributions (see also 2 C.F.R. Part 200 (as updated)) for federally funded projects). project end date — The specific date identified in the Agreement on which the period of performance ends, as may be changed by amendment. This date is not the end date for any long-term obligations. project start date — The specific date identified in the Agreement on which the period of performance starts. RCO: 22-2157 Revision Date: 5/1/2023 Page 9 of 20 RCFB — Recreation and Conservation Funding Board RCO — Recreation and Conservation Office — The state agency that administers the grant that is the subject of thi Agreement. RCO includes the director and staff. J s RCW — Revised Code of Washington reimbursement — RCO's payment of funds from eligible and allowable costs that have already beenaid b the Sponsor per the terms of the Agreement. p y renovation project — A project intended to improve an existing site or structure in order to increase its useful service life beyond current expectations or functions. This does not include maintenance, activities to maintain the facilifi f its originally expected useful service life. y or secondary Sponsor — One of two or more Sponsors who is not a primary Sponsor. Only the prima S be the fiscal agent for the project. Sponsor ma y Sponsor — A Sponsor is an organization that is listed in and has signed this Agreement. Sponsor Authorized Representative/Agent — A Sponsor's agent (employee, political appointee, elected d person, etc.) authorized to be the signatory of this Agreement and any amendments requiring a Sponsor signature. This project. person has the signature authority to bind the Sponsor to this Agreement, grant, and 'ect. g subaward — Funds allocated to the RCO from another organization, for which RCO makes available to or assigns to another organization via this Agreement. Also, a subaward may be an award provided by a pass-through entityt subrecipient for the subrecipient to carry out part of any award received by the pass-through entity. It do o a g y es not include payments to a contractor or payments to an individual that is a beneficiary of a federal or other program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract. Also see 2 C. F. R. Part 200 (as updated). For federal subawards, a subaward is for theur ose of out a portion of a Federal award and creates a federal assistance relationship with the subrecipient p carrying (as updated)). If this Agreement is a federal subaward, the subaward amount i p (2 C.F.R. Part 200 s the grant program amount in the Project Funding Section. subrecipient — Subrecipient means an entity that receives a subaward. For non-federal entities receiving federal funds, a subrecipient is an entity that receives a subaward from a pass-through entity to car out art o a federal program; but does not include an individual that is a beneficiary of such program. A subrecipient p deral recipient of other federal awards directly from a federal awardingagency p 2g pient may also be a Agreement is a federal subaward, the Sponsor is the ( C.F.R. Part 200 (as updated)). If this p subrecipient. tribal consultation — Outreach, and consultation with one or more federally recognized tribes (oraartnershi or coalition or consortium of such tribes, or a private tribal enterprise) whose rights will or may be significantly p by the proposed project. This includes sharing with potentially -affected tribes the scopey g ntly affected potential impacts to natural areas, natural resources and the buil of work in the grant and e project. It also includes responding to any tribal request t environment by th est from such tribes and considering tribal recommendations for project implementation which may include not proceeding with parts of the project, altering the project concept and n desi or relocating project or not implementing the project, all of which RCO shall have the final approval of. g Gating the useful service life — Period during which a built asset, equipment, or fixture is expected to b purpose it was acquired, installed, developed, and/or renovated or restored per I? a useable for the p this Agreement. WAC — Washington Administrative Code. PERFORMANCE BY THE SPONSOR The Sponsor shall undertake the project as described in this Agreement, and in accordance with the Sponsor's proposed goals and objectives described in the application or documents submitted with thea application, all p p p sed RCO (to include any RCO approved changes or amendments thereto). pp � l s finally approved by the reference as if fully set forth herein. ) submitted documents are incorporated by this Timely completion of the project and submission of required documents, including progress and final reports, is important. Failure to meet critical milestones or complete the project, as set out in this Agreement, is a material p p rtant. g breach of the Agreement. ASSIGNMENT Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned b the Sponsor without prior written approval of the RCO. Sponsor shall not sell, give, or otherwise assign to another a y p thout a conveyance (see below) for the project area acquired with this rant without g party any property right, or alter g prior approval of the RCO. RCO: 22-2157 Revision Date: 5/1/2023 Page 10 of 20 RESPONSIBILITY FOR PROJECT Although RCO administers the grant that is the subject of this Agreement, the project itself remains the sole responsibility the Sponsor. The RCO and Funding Entity (if different from the RCO) undertakes no responsibilities to the p Y of third a p e Sponsor, or to any party, other than as is expressly set out in this Agreement. The responsibility for the implementation of the project is solely that of the Sponsor, as is the responsibility for an claim of any nature by any third party related in any way to the project. When a project has more than one Sponsor, sor y or suit p ,any and all Sponsors are equally responsible for the project and all post -completion stewardship responsibilities and long-term obligations unless otherwise stated in this Agreement. 9 g tions The RCO, its employees, assigns, consultants and contractors, and members of any funding board or advisorycommittee other RCO grant review individual or body, have no responsibility for reviewing, approving, overseeingor supervisingor construction, or safety of the project and leaves such review, approval, oversight and supervision design, and others with expertise or authority. In this respect, the RCO, its employees, a � exclusively to the Sponsor funding board or advisory committee or other RCO rant review individual ssigns, consultants and contractors, and any g or body will act only to confirm at a general, lay person, and nontechnical level, solely for the purpose of project eligibility and payment and not for safety or suitability,that the project apparently is proceeding or has been completed as per the Agreement. INDEMNIFICATION The Sponsor shall defend, indemnify, and hold the State and its officers and employees harmless from all claims demands or suits at law or equity arising in whole or in part from the actual or alleged acts, errors, omissions or negligence in connection with this Agreement (including without limitation all work or activities thereunder), or the breach of any obligation under this Agreement by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors of other persons for whom the Sponsor may be legally liable. any tier, or any Provided that nothing herein shall require a Sponsor to defend or indemnify the State against and hold harm) from claims, demands or suits based solely upon the negligence of the State its em harmless the State is vicariously liable. employees sand/or agents for whom the State Provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the Sponsor or the Sponsor's agents or employees, and (b) the State, or its employees or agents the indemnityobligation shall b enforceable only to the extent of the Sponsor's negligence or its agents, or employees. g e valid and As part of its obligations provided above, the Sponsor specifically assumes potential liability for actions brought by the Sponsor's own employees or its agents against the State and, solely for the purpose of this indemnification an Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title d defense, the 51. Sponsor's waiver of immunity under this provision extends only to claims against Sponsor by Indemnitee RCO, and does not include or ext any claims by Sponsor's employees directly against Sponsor. end to, Sponsor shall ensure that any agreement relating to this project involving any contractors, subcontractors and/or vendors of any tier shall require that the contracting entity indemnify, defend, waive RCW 51 immunity, and otherwise protect the State as provided herein as if it were the Sponsor. This shall not apply to a contractor or subcontractor is solely donatingits services to the project without compensation or other substantial consideration. The Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier or an other persons for whom the Sponsor may be legally liable, in performance of the work under this Agreement or , Y any use in connection with the Agreement of methods, processes, designs, information or other item arising out of s furnished or communicated to the State, its agents, officers and employees pursuant to the Agreement. Provided, this indemnity shall not apply to any alleged patent or copyright infringement or other alleged) impropera ro appropriation Ypp p or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from the State's, its agents', officers' and employees' failure to comply with specific written instructions regarding use provided to the State its agents, ' employees by the Sponsor, its agents, employees, contractors, subcontractors or vendors of any tier, g officers and whom the Sponsor may be legally liable. Y e , or any other persons for The funding board and RCO are included within the term State, as are all other agencies, departments, boards ' committees, divisions, bureaus, offices, societies, or other entities of state government. p councils, INDEPENDENT CAPACITY OF THE SPONSOR The Sponsor and its employees or agents performing under this Agreement are not officers, employees en oragents of the RCO or Funding Entity. The Sponsor will not hold itself out as nor claim to be an officer, employee ora Funding Entity, or of the state of Washington, nor will the Sponsor make an claim agent of the RCO or the p y aim of right, privilege or benefit which would accrue to an employee under RCW 41.06. RCO: 22-2157 Revision Date: 5/1/2023 Page 11 of 2 g 0 The Sponsor is responsible for withholding and/or paying employment taxes, insurance or deduction federal, state, and/or local laws. sof any kind required by CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may,in its sole notice to the Sponsor terminate this Agreement if it is found after due notice and examination discretion, by written of the Ethics in Public Service Act, RCW 42.52; or any similar statute involvington by RCO that there is a violation performance under, this Agreement. the Sponsor in the procurement of, or In the event this Agreement is terminated as provided herein, RCO shall be entitled to pursue the same remedies Sponsor as it could pursue in the event of a breach of the Agreement b the S Th rights and remedies oesoagainst the provided for in this clause shall not be exclusive and are in addition to an Sponsor. e rif RCO Agreement. y other rights and remedies provided by law or this COMPLIANCE WITH APPLICABLE LAW In implementing the Agreement, the Sponsor shall comply with all applicable federal, state and local law limitation all applicable ordinances, codes, rules, and regulations). Such compliance includess (including without applicable laws, the following laws: p des, without any limitation as to other A. Nondiscrimination Laws. The Sponsor shall comply with all applicable federal, state and local nondiscrimination laws and/or policies, including but not limited to: the Americans with Disabilities Act; Civil Rights Act; a Discrimination Employment Act (if applicable). In the event of the Sponsor's noncompliance and the Age any nondiscrimination law or policy, the Agreement may be rescinded cancel) p or refusal to comply with and the Sponsor may be declared ineligible for further rant awards ed, or terminated in whole or in part, g ards from the RCO or Funding Entity. The Sponsor is responsible for any and all costs or liability arising from the Sponsor's failure to so comply with applicable law. w. Except where a nondiscrimination clause required by a federal funding agency is used, the Sponsor shall insert nondiscrimination clause in each contract for construction of this project: "During the the following J g performance of this contract, the contractor agrees to comply with all federal and state nondiscrimination laws, regulations andp olicies." B. Secular Use of Funds. No funds awarded under this grant may be used to pay for an religious a instruction, or for lands and facilities for religious activities, worship,or instruction. Y g activities, worship, or instruction may be a minor use of the grant supported recreation n. Religious activities, worship, or pp and conservation land or facility. C. Wages and Job Safety. The Sponsor agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington or other jurisdiction which affect wages agrees when state prevailing wage laws (RCW 39.12 area applicable, and Job safety. The Sponsor pp , to comply with such laws, to pay the prevailing rate of wage to all workers, laborers, or mechanics employed in the performance of an art of this contract, file a statement of intent to a Y p act, and to pay prevailing wage with the Washington State Department of Labor and Industries as required by RCW 39.12.40. The Sponsor also agrees to comply with the provisions of the rules and regulations of the Washington State Department of Labor and Industries. 1) Pursuant to RCW 39.12.040(1)(a), all contractors and subcontractors shall submit to Sponsor a a p statement of intent to pay prevailing wages if the need to pay prevailing wages is required by law. If a contractor or subcontractor intends to pay other than prevailing wages, it must provide the Sponsor with an affirmative statement of the contractor's or subcontractor's intent. Unless required by law, the Sponsor is not required investigate a statement regarding g g p Y p to g g prevailin wage provided b a contractor or subcontractor. D. Restrictions on Grant Use. No part of any funds provided under this grant shall be used other than recognized executive -legislative relationships, for publicity or propaganda ur purposes, for normal and distribution, or use of any kit, pamphlet, booklet, publication, radio p p � or for the preparation, p ,television, or video presentation designed to support or defeat legislation pending before the U.S. Congress or any state legislature. No art of an funds under this grant shall be used to pay the salary or.expenses of any Sponsor, ora agent acting Y provided to any activity designed to influence legislation or appropriations pending g g for such Sponsor, related legislature. p p g before the U.S. Congress or any state E. Debarment and Certification. By signing the Agreement with RCO, the Sponsor certifies that neither principals nor any other lower tier participant are presently debarred, suspended, proposed it nor its ineligible or voluntarily excluded from participation in this transaction b �/ � p posed for debarment, declared Further, the Sponsor agrees not to enter into an arrangements Y Washington State Labor and Industries. Y g ents or contracts related to this Agreement with any party that is on Washington State Department of Labor and Industries' "Debarred Contractor List." ARCHAEOLOGICAL AND CULTURAL RESOURCES A. Project Review. RCO facilitates the review of projects for potential impacts to archaeology and cultural resources, except as those listed below. The Sponsor shall follow RCO guidance and directives to assist it with such review as RCO: 22-2157 Revision Date: 5/1/2023 Page 12 of 20 may apply. 1) Projects occurring on State/Federal Lands: Archaeological and cultural resources compliance for projects occurring on State or Federal Agency owned or managed lands, will be the responsibility of the respective agency, regardless of sponsoring entity type. Prior to ground disturbingwork or alteration p e historic or culturally significant structure, or release of final payments on of a potentially provide RCO all documentation acknowledging and demonstrating an acquisition, the Sponsor must g 9 t ng that the applicable archaeological and cultural resources responsibilities of such state or federal landowner or manager has been conducted. B. Termination. RCO retains the right to terminate a project due to anticipated or actual impacts to archaeology and cultural resources. gy C. Notice To Proceed. No work shall commence in the project area until RCO has provided a notice of cultural res completion. RCO may require on-site monitoring for impacts to archaeology and cultural resources duringanyresources demolition, construction, land clearing, restoration, or repair work, and may direct that work stopto minimize, or avoid impacts to archaeology and cultural resource impacts or concerns. All cultural resource mitigate, non round disturbing s requirements for g g projects (such as acquisition or planning projects) must be met prior to final reimbursement. D. Compliance and Indemnification. At all times, the Sponsor shall take reasonable action to avoid, minimize or mitigate adverse effects to archaeological and historic resources in the project area, and comply with an RC such minimization and mitigation. All federal or state cultural resources requirementsp y y r' direction for Order 21-02 and the National Historic Preservation Act and the Stateunder Governor's Executive Environmental Policy Act and the National Environmental Policy Act, and any local laws that may apply, must be completed prior to the start of any work on the project site. The Sponsor must agree to indemnify and hold harmless the State of Washington in relation to related to historical or cultural artifacts discovered, disturbed, or damaged due to the project f any claim ro Agreement. Sponsor shall comply with RCW 27.53, RCW 27.44.055 an p � funded under this d RCW 68.50.645, and all other applicable local, state, and federal laws protecting cultural resources and human remains. E. Costs associated with project review and evaluation of archeology and cultural resources are eligible for reimbursement under this agreement. Costs that exceed the budget grant amount shall be the Sponsor. e res ponsibility of the F. Inadvertent Discovery Plan. The Sponsor shall request, review, and be bound by the RCO Inadvertent Discovery Plan, and: ry 1) Keep the IDP at the project site. 2) Make the IDP readily available to anyone working at the project site. 3) Discuss the IDP with staff and contractors working at the project site. 4) Implement the IDP when cultural resources or human remains are found at the project site. G. Inadvertent Discovery 1) If any archaeological or historic resources are found while conducting work under this Agreement, theSponsor shall immediately stop work and notify RCO the Department of Archaeology and Historic Preservation at (360) 586-3064, and any affected Tribe, and stop any activity that may cause further disturbance to the archeological or historic resources. 2) If any human remains are found while conducting work under this Agreement, Sponsor shall immediately stop work and notify the local Law Enforcement Agency or Medical Examiner/Cor oner's Office, and then RCO, all in the most expeditious manner, and stop any activity that may cause disturbance to the remains. Sponsor shall secure the area of the find will and protect the remains from further disturbance until the State provides a new notice to proceed. a) Any human remains discovered shall not be touched, moved, or further disturbed unless directed b the Department of Archaeology and Historic Preservation (DAHP). y b) The county medical examiner/coroner will assume jurisdiction over the human skeletal remains and make a determination of whether those remains are forensic or non -forensic. If the county medical examiner/coroner determines the remains are non -forensic, then they will report that finding to the Department of Archaeology and Historic Preservation (DAHP) who will then take jurisdiction over the remains. The DAHP will notify any appropriate cemeteries and all affected tribes of the find. The State Physical Anthropologist will make a determination of whether the remains are Indian or Non - Indian and report that finding to any appropriate cemeteries and the affected tribes. The DAHP will then handle all consultation with the affected parties as to the future preservation, excavation, and disposition of the remains. RCO: 22-2157 Revision Date: 5/1/2023 Pae 1 Page 3 of 20 RECORDS A. Digital Records. If requested by RCO, the Sponsor must provide a digital file(s) of the projectro ert and project site in a format specified by the RCO. p p Y funded B. Maintenance and Retention. The Sponsor shall maintain books, records, documents, data and other records relating to this Agreement and performance of the services described herein includingbut procedures and practices which sufficiently and properly reflect all direct and indirect not limited to accounting the performance of this Agreement. Sponsor shall retain such records for a period of nine years from the date RCO deems the project complete, as defined in the PROJECT REIMBURSEMENTS Section. If an litigation, claim or is started before the expiration of the nine (9) year period, the records shall be retained until all lig audit audit findings involving the records have been resolved. litigationclaims, or C. Access to Records and Data. At no additional cost, the records relating to the Agreement, generated under the Agreement, shall be subject at all reasonable times g Bement, including materials to inspection, review or audit by RCO, personnel duly authorized by RCO, the Office of the State Auditor, and federal and state officials so authorized b law, regulation or agreement. This includes access to all information that supports the costs submitted for a Y m under the grant and all findings, conclusions, and recommendations of the Sponsor's reports, incl • payment ent models and methodology for those models. p p uding computer D. Public Records. Sponsor acknowledges that the RCO is subject to RCW 42.56 and that this Agreement and records Sponsor submits or has submitted to the State shall be a public record as defined in RCW 4 any administers public records requests per WAC 286-06 and 420-04 which ever applies). the RCO agrees to disclose any information in regards to ( pp ies). Additionally, the Sponsor g the expenditure of that funding as if the project sponsor were subject to the requirements of chapter 42.56 RCW. By submitting any record to the State, Sponsor understands that the S may be requested to disclose or copy that record under the state public records law, current) codified tate The Sponsor warrants that it possesses such legal rights as are necessaryto permit Y ed at RCW copy such record to respond to a request under state public records la p it the State to disclose and copy p laws. The Sponsor hereby agrees to release the State from any claims arising out of allowing such review or copying pursuant to a public records act request, and to indemnify against any claims arising from allowing such review or copying and a the reasonable defense of such claims. pay cost of state's PROJECT FUNDING A. Authority. This Agreement and funding is made available to Sponsor through the RCO. B. Additional Amounts. The RCO or Funding Entity shall not be obligated to pay any amount beyond the dollar as identified in this Agreement, unless an additional amount has been approved in advance b the amount incorporated by written amendment into this Agreement. Y RCO director and C. Before the Agreement. No expenditure made, or obligation incurred, by the Sponsor before thej roect startdate shall be eligible for grant funds, in whole or in part, unless specifically provided for b the RC p waiver of retroactivity or program specific eligible pre -Agreement costs. F Y O director, such as a 9 or reimbursements of such costs, this Agreement must be fully executed and an original received by RCO. The dollar amounts identified in this Agreement may be reduced as necessary to exclude any such expenditure from reimbursement. g t D. After the Period of Performance. No expenditure made, or obligation incurred, following the period of performance shall be eligible, in whole or in part, for grant funds hereunder. In addition to an remedy the RCO p nce Y Y or Funding Entity may have under this Agreement, the grant amounts identified in this Agreement shall be reduced to exclude an such expenditure from participation. Y PROJECT REIMBURSEMENTS A. Reimbursement Basis. This Agreement is administered on a reimbursement basis per WAC 286-13 and/or - whichever has been designated to apply. Only the primary Sponsor may request reimbursement 420 12, allowable costs incurred during the period of performance. The rima Y q ement for eligible and after (1) this Agreement has been full executed an primary Sponsor may request reimbursement only Y d (2) the Sponsor has remitted payment to its vendors. RCO will authorize disbursement of project funds only on a reimbursable basis at the percentage as defined in the PROJECT FUNDING Section. Reimbursement shall not be approved for any expenditure not incurred by the Sponsor, or for a donation used as part of its matching share. RCO does not reimburse for donations. All reimbursement include proper documentation of expenditures as required by RCO. requests must B. Reimbursement Request Frequency. The primary Sponsor is required to submit a reimbursement request to R at a minimum for each project at least once a year for reimbursable activities occurringbe q as identified in the milestones. Sponsors must refer to the most recent between July 1 and June 3 30 0 or regarding reimbursement requirements. applicable RCO manuals and this Agreement C. Compliance and Payment. The obligation of RCO to pay any amount(s) under this Agreement is expressly conditioned on strict compliance with the terms of this Agreement and other agreements between RCO and the RCO: 22-2157 Revision Date: 5/1/2023 Page 14 of 20 Sponsor. D. Conditions for Payment of Retainage. RCO reserves the right to withhold disbursement of the total amount grant to the Sponsor until the following has occurred: of the 1) RCO has accepted the project as a completed project, which acceptance shall not be unreasonablywithheld. eld. 2) On-site signs are in place (if applicable); Any other required documents and media are complete submitted to RCO;Grant related fiscal transactions are complete, and p ete and RECOVERY OF PAYMENTS A. Recovery for Noncompliance. In the event that the Sponsor fails to expend funds under this Agreement in accordance with state and federal laws, and/or the provisions of the Agreement fails to meet its project total, and/or fails to comply with any of the terms and conditions of the A percentage of the Agreement recover grant award funds in the amount equivalent to the extent of noncomplianceg t, RCO reserves the right to available at law or in equity. in addition to any other remedies B. Return of Overpayments. The Sponsor shall reimburse RCO for any overpayment or erroneous payments under the Agreement. Repayment by the Sponsor of such funds under this recoveryprovision shallll Y made days of demand by RCO. Interest shall accrue at the rate of twelve percent 12° pp occur within 30 p ( /o) per annum from the time the Sponsor received such overpayment. Unless the overpayment is due to an error of RCO, the payment shall be and owing on the date that the Sponsor receives the overpayment from the RCO. If the payment i due RCO, it shall be due and owing 30 days after demand by RCO for refund. p Y s due to an error of COVENANT AGAINST CONTINGENT FEES The Sponsor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement agreement or understanding for a commission, percentage, brokerage or contingent fee excepting bona g loyee on an bona fide established agents maintained by the Sponsor for the purpose of securing � p g fide employees or event of breach of this clause by the Sponsor, to terminate this Agreement p g business. RCO shall have the right, in the funds paid to Sponsor (even if such funds have been subsequently and to be reimbursed by Sponsor for any grant paid to an agent), without liability to RCO or, in RCO's discretion, to deduct from the Agreement grant amount or consideration or recover by other means the full amount commission, percentage, brokerage or contingent fee. of such INCOME (AND FEES) AND USE OF INCOME See WAC 286-13-110 for additional requirements for projects funded from the RCFB. A. Compatible source. The source of any income generated in a funded project or project area must be compatible the funding source and the Agreement and any applicable manuals, RCWs, and WACs. p ble with B. Use of Income. Subject to any limitations contained in applicable state or federal law, an needed approvals Y of RCO, and applicable rules and policies, income or fees generated at a project work site (including entrance utility corridor permit, cattle grazing, timber harvesting, farming, rent, franchise fees, ecosystem services, carbon offsets sequestration, etc.) during or after the reimbursement period cited in the Agreement, must be used to offset: 1) The Sponsor's matching resources; 2) The project's total cost; 3) The expense of operation, maintenance, stewardship, monitoring and/or repair of assisted by the grant funding; g, p the facility or program 4) The expense of operation, maintenance, stewardship, monitoring, and/or repair of other similar units in the Sponsor's system; 5) Capital expenses for similar acquisition and/or development and renovation; and/or 6) Other purposes explicitly approved by RCO or otherwise provided for in this agreement. C. Fees. User and/or other fees may be charged in connection with land acquired or facilities developed, maintained, renovated, or restored and shall be consistent with the: p ned, 1) Grant program laws, rules, and applicable manuals; 2) Value of any service(s) furnished; RCO: 22-2157 Revision Date: 5/1/2023 Page 15 of 20 3) Value of any opportunities furnished; and 4) Prevailing range of public fees in the state for the activity involved. PROCUREMENT REQUIREMENTS A. Procurement Requirements. If the Sponsor has, or is required to have, a procurementrocess applicable state and/or federal law or procurement rules and principles, it must be followed p that follows retained. If no such process exists, the Sponsor must follow these minimum procedurees:s:'documented, and 1) Publish a notice to the public requesting bids/proposals for the project; 2) Specify in the notice the date for submittal of bids/proposals; 3) Specify in the notice the general procedure and criteria for selection; and 4) Sponsor must contract or hire from within its bid pool. If bids are unacceptable theneed rocess repeated until a suitable bid is selected. p s to be 5) Comply with the same Legal standards regarding unlawful discrimination based upon race ender, sex, or sex -orientation that are applicable to state agencies in selectinga bidder or ' g ethnicity, proposer. Alternatively, Sponsor may choose a bid from a bidding cooperative if authorized to do so. This procedure creates no rights for the benefit of third parties, including any proposers, and may no enforced or subject to review of any kind or manner by any entity other than the RCO. S Y t be required to certify to the RCO that they have followed any applicable state and/or federal pmay be roved above minimum procedure where state or federal procedures do notapply. procedures or the TREATMENT OF EQUIPMENT AND ASSETS Equipment shall be used and managed only for the purpose of this Agreement, applicable manuals, or approved by RCO in writing.unless otherwise provided herein or in the A. Discontinued Use. Equipment obtained under this Agreement shall remain in theossession of the duration of the project, or RULES of applicable grant assisted program. When the p Sponsor for the equipment for the purpose for which it was funded RCO may g Sponsor discontinues use of the y r equire the Sponsor to deliver the equipment to RCO, or to dispose of the equipment according to RCO published policies. B. Loss or Damage. The Sponsor shall be responsible for any Loss or damage toequipment. RIGHT OF INSPECTION The Sponsor shall provide right of access to the project to RCO, or any of its officers, or to an other authorized official of the state of Washington or the federal government, at all reasonable times Yande agent or performance, long-term obligations, compliance, and/or quality assurance � in order to monitor and evaluate q Y under this Agreement. If a landowner agreement or other form of control and tenure limits access to the project area, it must include (or be amended to include) inspect and access lands acquired or developed with this funding assistance. the RCO's right to STEWARDSHIP AND MONITORING Sponsor agrees to perform monitoring and stewardship functions as stated i Agreement, or as otherwise directed by RCO consistent with the existing laws and applicable manuals. Sponsor further agrees to utilize, where applicable and financially feasible, any monitoring protocols recommended by the RCO; CO does not represent that any monitoring it may recommend will be adequate to reasonably sas provided that r safety. It is the sole responsibility of the Sponsor to perform such additional monitoring assure project performance or as may be adequate for such purposes. PREFERENCES FOR RESIDENTS Sponsors shall not express a preference for users of grant assisted projects on the basis of residence reservation, membership, and/or permit systems) except that reasonable difference (including preferential maintained on the basis of residence. Fees for nonresidents must not ex sin admission and other fees may be is no fee for residents but a fee is charged to nonresidents exceed twice the fee imposed on residents. Where there the nonresident fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities. RCO: 22-2157 Revision Date: 5/1/2023 Page 16 of 20 PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION, AND RESTORATION PROJECTS The following provisions shall be in force: A. Operations and Maintenance. Properties, structures, and facilities developed, maintained or operated assistance of money granted per this Agreement and within the project area shall be built o p with the according to applicable regulations, laws, building codes, and health and public Aerated, and maintained reasonably safe condition and to prevent premature defierioratio p c safety standards to assure a n. It is the Sponsor's sole responsibility to ensure the same are operated and maintained in a safe and operable condition. The RCO does not conduct safetyinspections or employ or train staff for that purpose. p 1) Change orders that impact the amount of funding or changes to the scope of theJ ro'ect as described scribed to and approved by the RCO must receive prior written approval of the RCO. B. Control and Tenure. The Sponsor must provide documentation that shows appropriate tenure long-term lease, perpetual or long-term easement, or perpetual or long-term fee and term (such as agreement or interagency agreement for the land proposed for con g e simple ownership, or landowner p p construction, renovation, or restoration. The documentation must meet current RCO requirements identified in this Agreement as of the effective date of thi Agreement unless otherwise provided in any applicable manual, RCW, WAC, or as approved by the RCO. s C. Use of Best Management Practices. Sponsors are encouraged to use best management practices developed as part of the Washington State Aquatic Habitat Guidelines AHG Program. p ces including those "Integrated Sfireambank Protection Guidelines" 2002 " (AHG) g AHG documents include Land Use Planning for Salmon, Steelhead and Trout: A land use planner's guide to salmonid habitat protection and recovery)), 200911, Protecting Nearshore Habitat and Functions in Puget Sound" 2010; " ons «9 Stream Habitat Restoration Guidelines", 2012; "Water Crossing Design Guidelines", 2013; and Marine Shoreline Design Guidelines", 2014. These documents, along with new and updated guidance ' documents, and other information are available on the AHG Web site. Sponsors are also encouraged management practices developed by the Washington Invasive Species Council WISC g d to use best Accidental Introductions of Invasive Species" which is avail p ( )described in "Reducing able on the WISC Web site. D. At no time shall the Sponsor design, construct, or operate this grant funded project in a the public, itself, or others at risk of injury or propertydamage. The Sponsor p J way that unreasonably puts g agrees and acknowledges that the Sponsor is solely responsible for safety and risk associated with the project, that RCO does not have expertise, capacity, or a mission to review, monitor, or inspect for safety and risk, that no expectation exists that RCO' and that RCO is in no way responsible for any risks associated with the project. will do so, ORDER OF PRECEDENCE This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state law provisions of the Agreement shall be construed to conform to those laws. In the event of a direct s. The between the terms of this Agreement and any applicable statute, rule or policy or and irreconcilable conflict giving precedence in the following order: p y procedure, the conflict shall be resolved by A. Federal law and binding executive orders; B. Code of federal regulations; C. Terms and conditions of a grant award to the state from the federal government; D. Federal grant program policies and procedures adopted by a federal agency that are required to be law; q applied by federal E. State Constitution, RCW, and WAC; F. Agreement Terms and Conditions and Applicable Manuals; G. Applicable deed restrictions, and/or governing documents. LIMITATION OF AUTHORITY Only RCO's Director or RCO's delegate authorized in writing (delegation to be made prior to action shall have th alter, amend, modify, or waive any clause or condition of this Agreement; provided ) e authority to modification, or waiver of any clause or condition of this Agreement g � p ded that any such alteration, amendment, is not effective or binding unless made as a written amendment to this Agreement and signed by the RCO Director or delegate. RCO: 22-2157 Revision Date: 5/1/2023 Page 17 of 20 WAIVER OF DEFAULT Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach Agreement shall not be deemed to be a waiver of any other or subsequent breach a of any provision of the modification of the terms of the Agreement unless stated to be such in and shall not be construed to be a designee, and attached as an amendment to the original g inal A r Bementwriting, signed by the director, or the director's . APPLICATION REPRESENTATIONS — MISREPRESENTATIONS OR INACCURACY OR BREACH The Funding Entity (if different from RCO) and RCO rely on the Sponsor's application in makingits de a of funding terminations as to eligibility for, selection for, and scope g grants. Any misrepresentation, error or inaccuracy in any part of the application may be deemed a breach of this Agreement. SPECIFIC PERFORMANCE RCO may, at it's discretion, enforce this Agreement by the remedy of specific performance which mean completion of the project and/or its completion of long-term obligations as described in this s Sponsors of specific performance shall not be the sole or exclusive remedyavailable to is Agreement. However, the remedy RCO. No remedy available to the RCO shall be deemed exclusive. The RCO may elect to exercise any, a combination of, or all of the remedies available Agreement, or under an a to it under this y provision of law, common law, or equity, including but not limited to seeking full or partial re a ment of the grant amount paid and damages. pay TERMINATION AND SUSPENSION The RCO requires strict compliance by the Sponsor with all the terms of this Agreement including, but n requirements of the applicable statutes, rules, and RCO policies, and with the representations g' of limited to, the for a grant as finally approved by RCO. For federal awards, notification of termination of the Sponsor in its application updated). will comply with 2 C.F.R. § 200 (as A. For Cause. 1) The RCO director may suspend or terminate the obligation to provide funding to the Sponsor and Agreement: p under this a) If the Sponsor breaches any of the Sponsor's obligations under this Agreement; b) If the Sponsor fails to make progress satisfactory to the RCO director toward completion of the project by the completion date set out in this Agreement. Included inress ro is adherence milestones and other defined deadlines; or p g erence to c) If the primary and secondary Sponsor(s) cannot mutually agree on the process and actions nee to implement the project; needed 2) Prior to termination, the RCO shall notify the Sponsor in writing of the opportune to cure. If corrective is not taken within 30 days or such other time period that the di � rec tive action p rector approves in writing, the Agreement may be terminated. In the event of termination, the Sponsor shall be liable for damages or other relief as authorized by law and/or this Agreement. 3) RCO reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Sponsor from incurring additional obligations of funds during the investigation of any alleged breach a pending corrective action by the Sponsor, or a decision by the RCO to terminate the Contract. and tract. B. For Convenience. Except as otherwise provided in this Agreement, RCO may, b ten 10 s .beginning on the second day after the mailing, terminate this A Y Y ( � days written notice, Agreement interest of the state. If this Agreement is so terminated R g ment, in whole or in part when it is in the best CO shallbe liable only for payment required under the terms ,of this Agreement prior to the effective date of termination. A claimed termination for cause shall be deem Termination for Convenience" if it is determined that: ed to be a 1) The Sponsor was not in default; or 2) Failure to perform was outside Sponsor's control, fault or negligence. C. Rights and Remedies of the RCO. 1) The rights and remedies of RCO provided in this Agreement are not exclusive and are in addition to a other rights and remedies provided by law. any ' %WV101U1' Uci`C. U' ' 1Z_UZ_0 Page 18 of 20 2) In the event this Agreement is terminated by the director, after any portion of the grant amount has b to the Sponsor under this Agreement due to Sponsor's breach of the Agreement or been paid director may require that any amount paid be repaid to RCO for rede g other violation of law, the funds were derived. However, any repayment shall be limited posit into the account from which the Y ted to the extent repayment would be inequitable and represent a manifest injustice in circumstances where the project will fulfill its fundamentalur ose fo substantially the entire period of performance and of long-term obligation. p p r D. felon Availability of Funds. The obligation of the RCO to make payments is contingent on the availability federal funds through legislative appropriation and state allotment. If amounts sufficient 9 b ity of state and this Agreement are not appropriated to RCO for expenditure for this dent to fund the grant made under p Agreement in any biennial fiscal period, RCO shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary actio Legislature or the Office of Financial Management occurs. If RCO participation is suspended ti by the continuous period of one year, p under this section for a p y RCO's obligation to provide any future funding under this Agreement shall terminate. Termination of the Agreement under this section is not subject to appeal by the Sponsor. 1) Suspension: The obligation of the RCO to manage contract terms and make a the state appropriating state and federal fundingeach biennium. In h payments is contingent upon the event the state is unable to appropriate such funds by the first day of each new biennium RCO reserves the right to suspend the Agreement, with ten (10) days written notice, until such time funds are appropriated. Suspension will mean all work related to the contract must cease until such time funds are obligated to RCO and notice to continue work. g the RCO provides 2) No Waiver. The failure or neglect of RCO to require strict compliance with any term of this Agreement pursue a remedy provided by this Agreement or by law shall not act as or be construed a g or to right to fully enforce all rights and obligations set forth in this Agreement and in a s a waiver of any and regulations. g applicable state or federal law DISPUTE HEARING Except as may otherwise be provided in this Agreement, when a dispute arises between the Sponsor and the cannot be resolved, either party may request a dispute hearing according to the process set out i n RCO, Either which request for a dispute hearing must be in writing and clear) state: p ut in this section. Either party's Y A. The disputed issues; B. The relative positions of the parties; C. The Sponsor's name, address, project title, and the assigned project number. In order for this section to apply to the resolution of any specific dispute or disputes, the other art must agree the procedure under this section shall be used to resolve those specific issues. The dispute shall Y g in writing that persons consisting of one person chosen by the Sponsor, one person chosen p all be heard by a panel of three p en by the director, and a third person chosen by the two persons initially appointed. If a third person cannot be agreed on, the persons chosen by the Sponsor and director dismissed and an alternate person chosen by the Sponsor, and one by the director shall be appointed shall be a third person. This process shall be repeated until a three person p shedpanel is established. pp ed and they shall agree on Any hearing under this section shall be informal, with the specific processes to be determined by the disputes a to the nature and complexity of the issues involved. The process may be sole) based on written p panel according agree. The disputes panel shall be governed by the provisions of this Agreement i material if the parties so g n deciding the disputes. The parties shall be bound by the majority decision of the dispute panelists, unless the remedy directed b that beyond the authority of either or both parties to perform, as necessary, or is otherwise unlawful. Y panel �s Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party. T shall be delivered or mailed within thirty (30) days of the date the requestingart has receive p Y he request of the other party which it wishes to dispute. The written agreement to use party d notice of the action or position 9 the process under this section for resolution of those issues shall be delivered or mailed by the receiving party to the requesting party within thin receiving party of the request. Y ( 30 ) days Y of receipt by the All costs associated with the implementation of this process shall be shared equally by thep arties. ATTORNEYS' FEES In the event of litigation or other action brought to enforce contract terms, each party agrees to bits own costs attorneys' fees. ear and RCO: 22-2157 Revision Date: 5/1/2023 Page 19 of 20 GOVERNING LAW/VENUE This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. lawsuit involving this Agreement, venue shall be in Thurston County Superior Court if le In the event of a in the Superior Court of a county where the project is situated if venue there Sally proper, otherwise venue shall be venue is legally proper. The Sponsor, by execution of this Agreement ere is legally proper, and if not, in a county where g ment acknowledges the jurisdiction of the courts of the State of Washington and agrees to venue as set forth above. SEVERABILITY The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid whatsoever, such illegality or invalidity shall not affect the validity of the remainder of g alid for any reason the Agreement. END OF STANDARD TERMS AND CONDITIONS This is the end of the Standard Terms and Conditions of the Agreement. RCO: 22-2157 Revision Date: 5/1/2023 Page 20 of 20 RCO Grant Agreement Project Number 22-2157M ATTEST: rbara u e r r of §V ' B ePrk of the a arbara J. e Approved as to form: yy v, Rebekah K-c-fy-lor, WSBA #53257 Civil Deputy Prosecuting Attorney Date: BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON I 4S N, Rob hair Vice -Ch" r Danny EStone, Member M