HomeMy WebLinkAboutSpecial 2023-01-23 Item 2G - Grant Agreement - Nelsen Side Channel with WA State Recreation and Conservation Office Salmon Recovery Fund Board for $100,000 (Local Match $17,750)COUNCIL AGENDA SYNOPSIS
Initials
Meeting Date
Prepared by
Mayor's review
Council review
01/23/23
JR
ITEM INFORMATION
ITEM NO.
Spec 2.G.
115
STAFF SPONSOR: BRITTANY ROBINSON
ORIGINAL AGENDA DATE: 01/23/23
AGENDA ITEM TITLE Surface
Recreation
Water Fund — Nelsen Side Channel
and Conservation Office Salmon Recovery Fund Board Grant Award
CATEGORY ❑ Discussion
Mtg Date
Motion
Date 01/23/23
❑ Resolution
Mtg Date
❑ Ordinance
Mtg Date
❑ Bid Award
Mtg Date
❑ Public Hearing
Mtg Date
❑ Other
Mtg Date
11
Mtg
SPONSOR ❑Council Mayor HR DCD Finance ❑Fire ❑TV P&R ❑Police PIF Court
SPONSOR'S The City received notification that it was awarded $100,000 from the RCO SRFB, which
SUMMARY requires a local match. The City also received $250,000 in grant funding from King County's
Open Spaces River Corridors, which can act as match for this grant. The SRFB program
funds are necessary to achieve overall salmon recovery. Council is being asked to formally
accept the Recreation and Conservation Office SRFB grant award in the amount of
$100,000 for the Nelsen Side Channel project.
REVIEWED BY
Trans&Infrastructure
❑ CommunitySvs/Safety ❑ Finance Comm. ❑ Planning/Economic Dev.
❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm.
COMMITTEE CHAIR: TOSH SHARP
❑ LTAC
DATE: 01/17/23
RECOMMENDATIONS:
SPONSOR/ADMIN.
COMMITTEE
Public Works Department
Unanimous Approval; Forward to the Special Consent Agenda
COST IMPACT / FUND SOURCE
EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED
$100,000 $0.00 $0.00
Fund Source: GRANT AWARD, CITY MATCH
Comments: 2023 CIP Page 83
MTG. DATE
RECORD OF COUNCIL ACTION
MTG. DATE
ATTACHMENTS
01/23/23
Informational Memorandum dated 01/13/23
2023 CIP Page 83
Grant Agreement
Minutes from Transportation and Infrastructure Committee meeting of 01/17/23
115
116
City of Tukwila
Alcan Ekberg, Mayor
Prlbk Works Department - Harr Parrnekantr, Director/City Engineer
INFORMATIONAL MEMORANDUM
TO: Transportation and Infrastructure Services Committee
FROM: Hari Ponnekanti, Public Works Director/ City Engineer
BY: Brittany Robinson, Public Works Grant Analyst
CC: Mayor Ekberg
DATE: January 13, 2023
SUBJECT: Surface Water Fund — Nelsen Side Channel
Project No. 91641203
Recreation and Conservation Office Salmon Recovery Fund Board Grant Award
ISSUE
Accept a Recreation and Conservation Office (RCO) Salmon Recovery Fund Board (SRFB) grant
award to fund the Nelsen Side Channel project.
BACKGROUND
The Nelsen side channel is a remnant section of the Green River as it existed prior to the construction
of the 1-405 in the 1960s. The remnant channel is separated from the mainstem of the river by a
constructed levee but offers potential as off -channel rearing habitat for threatened Puget Sound
Chinook salmon and other aquatic species. This project will set the levee back to create a ±1.2 -acre
side channel, restore an acre of riparian forest, provide additional flood storage, and provide public
access to the river. Currently, there is a concept design in place for this project and property transfer
arrangements are underway between the City, WDNR and WSDOT.
DISCUSSION
In December 2021, Council approved staff to apply for RCO funding. The SRFB program funds
elements necessary to achieve overall salmon recovery, including habitat projects and other activities
that result in sustainable and measurable benefits for salmon and other fish species. The City recently
received notification that it was awarded an SRFB grant award to fund Nelsen Side Channel project
design and permitting.
FISCAL IMPACT
The City has been awarded $100,000 from the RCO SRFB, which requires a local match of $17,750.
The City also received $250,000 in grant funding from King County's Open Spaces River Corridors,
which can act as match for this grant.
Grant Award Fund Source Budget
SRFB Grant $ 100,000 KC OSRC Grant $250,000
Required Match 17,750
Total $ 117,750
RECOMMENDATION
Council is being asked to formally accept the Recreation and Conservation Office SRFB grant award in
the amount of $100,000 for the Nelsen Side Channel project and consider this item on the Consent
Agenda at the January 23, 2022 Special Council Meeting.
Attachments: 2023 CIP Page 83
Grant Agreement
117
118
CITY OF TUKWILA CAPITAL PROJECT SUMMARY
2023 to 2028
PROJECT: Nelsen Salmon Habitat Side Channel Project No. 91641203
DESCRIPTION: Create an off -channel salmon rearing habitat side channel by connecting a segment of historic river
channel with the Green River.
JUSTIFICATION: WRIA 9 has identified this project a proposed action in the Salmon Habitat Plan.
The project area is primarily within State lands, but the intent is to transfer to City. The project may take place
STATUS: under an aquatic lease (DNR), depending on timing. Grant application for design funding submitted to Floodplains
in 2020 with a low probability of success.
MAINT. IMPACT: Expected to increase maintenance
COMMENT: Property acquisition to the north could create the opportunity for a side channel and additional flood storage, or
potentially combine this with Gilliam Creek Fish Barrier project depending on funding source feedback.
FINANCIAL Through Estimated
(in $000's)
2021 2022 2023
2024
2025
2026
2027
2028
BEYOND TOTAL
EXPENSES
5,2:-,
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Project Location
,
rim
so
rJ
'NIIn
ANN
,
Design
50
300
300
Mill
X11
650
Land (R/W)
5
300
305
Monitoring
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0
Const. Mgmt.
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1
385
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385
Construction
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1,440
ji
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1,440
TOTAL EXPENSES
0
55
600
300
1,825
0
0
0
0
2,780
FUND SOURCES
Awarded Grant
50
150
150
350
Proposed Grant
300
100
1,232
1,632
Mitigation Actual
0
Mitigation Expected
0
Utility Revenue
0
5
150
50
593
0
0
0
0
798
TOTAL SOURCES
0
55
600
300
1,825
0
0
0
0
2,780
2023 - 2028 Capital Improvement Program
119
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Project Location
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2023 - 2028 Capital Improvement Program
119
120
.'.A$HINGTO^J STATE
Recreation and
Conservation Office
Project Sponsor:
Project Title:
City of Tukwila
Nelsen Side Channel
RCO Grant Agreement
Project Number: 22-1047P
Approval Date: 09/22/2022
PARTIES OF THE AGREEMENT
This Recreation and Conservation Office Grant Agreement (Agreement) is entered into between the State of Washington by
and through the Salmon Recovery Funding Board (SRFB or funding board) and the Recreation and Conservation Office
(RCO), P.O. Box 40917, Olympia, Washington 98504-0917 and City of Tukwila (Sponsor, and primary Sponsor), 6200
Southcenter Blvd, Tukwila, WA 98188, and shall be binding on the agents and all persons acting by or through the parties.
The Sponsor's Unique Entity ID (UEID) Number is UEQNMC26C8T3.
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 Representative(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 General Fund - Federal of the State of
Washington. The grant is administered by the Recreation and Conservation Office (RCO).
DESCRIPTION OF PROJECT
The City of Tukwila proposes to complete preliminary design and apply for permits for the Nelsen Side Channel restoration on
the Lower Green River. The future restoration project will create about one acre of rare off -channel rearing habitat and restore
another acre of riparian forest by setting back a levee and reconnecting the river with its historic channel to benefit threatened
juvenile Chinook salmon and other salmonids. The design will include off -channel habitat to provide forage opportunities and
refugia during the high flows of the early out -migration period: planting plan for the riparian and upland areas surrounding the
side channel, and along the mainstem of the Green River, restoring ecological function and providing critically needed shade;
large wood placement to provide food sources, wood recruitment and refuge for juvenile Chinook. This proposal is integrated
with the work of the City's non-profit partner, DirtCorps, who is restoring nearly an acre of shoreline upstream from the side
channel. The Nelsen Side Channel Project is among the projects listed in WRIA 9's Salmon Habitat Plan 2021 update.
PERIOD OF PERFORMANCE
The period of performance begins on September 22, 2022 (project start date) and ends on September 30, 2024 (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: 22-1047
Revision Date: 9/15/2022 Pane 1 of 23
121
STANDARD TERMS AND CONDITIONS INCORPORATED
The Standard Terms and Conditions of the Recreation and Conservation Office attached hereto are incorporated by reference
as part of this Agreement.
LONG-TERM OBLIGATIONS
For this planning project, the sponsor's on-going obligation shall be the same as the period of performance identified in the
Period of Performance section.
PROJECT FUNDING
The total grant award provided for this project shall not exceed $100,000.00. 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:
SRFB - Salmon Federal Projects
Project Sponsor
Total Project Cost
Percentage Dollar Amount Source of Funding
84.93%
15.07%
$100,000.00 Federal
$17,750.00
100.00% $117,750.00
FEDERAL FUND INFORMATION
If federal funding information is included in this section, this project is funded by, matched by, and/or funded in part by the
following federal award, or subaward:
Federal Agency: US Dept of Commerce
Assistance Listing Number and Name: 11.438 - PCSRF
Federal Award Identification Number: NA22NMF4380227
Federal Fiscal Year: 2022
Federal Award Date: 07/19/2022
Total Federal Award: $23,280,000
Federal Award Project Description: FY2022 Pacific Coastal Salmon Recovery
This funding is not research and development (R&D).
If the Sponsor's total federal expenditures are $750,000 or more during the Sponsor's fiscal -year, the Sponsor is required to
have a federal single audit conducted for that year in compliance with 2 C.F.R. Part 200 (as updated). The Sponsor must
provide a copy of the final audit report to RCO within nine months of the end of the Sponsor's fiscal year, unless a longer
period is agreed to in advance by the federal agency identified in this section.
Sponsor shall comply with the federal "Omni -circular" (2 C.F.R. Part 200).
RCO may suspend all reimbursements if the Sponsor fails to timely provide a single federal audit; further the RCO reserves
the right to suspend any and all RCO Agreement(s) with the Sponsor if such noncompliance is not promptly cured.
RIGHTS AND OBLIGATIONS INTERPRETED IN LIGHT OF RELATED DOCUMENTS
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
1 2k0: 22-1047 Revision Date: 9/15/2022 Page 2 of 23
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 420, SRFB policies shall apply as terms of this Agreement.
For the purpose of this Agreement, the following RCO manuals are deemed applicable and shall apply as terms of this
Agreement:
• Reimbursements - Manual 8
• Salmon Recovery Grants - Manual 18
SPECIAL CONDITIONS
Special Condition #1: Cultural Resources -Survey Required. This agreement requires compliance with Executive Order 21-02.
RCO has completed the initial consultation for this project and a cultural resources survey is required. The cultural resources
survey must include documentation of any above or below ground archaeological resources as well as any possible historic
structures or buildings that may be affected by the project. Archaeological monitoring of any proposed geotechnical borings,
investigations, or test pits may be included as part of the cultural resources survey. The Sponsor must submit the results of the
cultural resources survey to RCO and receive a notice of cultural resources completion. Ground disturbance started without
approval will be considered a breach of contract. If archaeological or historic materials are discovered while conducting ground
disturbing activities, work in the immediate vicinity must stop and the Sponsor must ensure compliance with the provisions
found in this agreement. All cultural resources work must meet reporting guidelines outlined by the Department of Archaeology
and Historic Preservation.
Special Condition #2: Include explicit evaluation of sedimentation and thermal mixing as part of the Appendix D-1 feasibility
study/conceptual design.
SPECIAL CONDITION #3: On September 22, 2022, the SRFB approved the Salmon Recovery Funding lists which included
this partially funded project. The WRIA 9 Lead Entity awarded $100,000 Salmon Recovery funding (available in 2022) and
$200,000 PSAR funding (available in 2023, depending on legislative appropriation). The sponsor match is reduced to $17,750
reflecting the minimum 15% share requirement. If full funding is secured in 2023, the PSAR funds will be amended into the
project, and the match will be increased to $54,000. If full funding is not secured, the scope of work will be reduced to reflect
what can be accomplished with 2022 funding plus 2022 match awarded.
AGREEMENT CONTACTS
The parties will provide all written communications and notices under this Agreement to either or both the mail address and/or
the email address listed below:
RCO: 22-1047 Revision Date: 9/15/2022
123
Page 3 of 23
Sponsor Project Contact
Mike Perfetti
6300 Southcenter Blvd, Ste 100
Tukwila, WA 98188
Mike.Perfetti@TukwilaWA.gov
RCO Contact
Bridget Kaminski
Outdoor Grants Manager
PO Box 40917
Olympia, WA 98504-0917
bridget.kaminski@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 by the Authorized
Representative/Agent, who may or may not be the Project Contact for purposes of notices and 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 22-1047, shall become effective and binding on
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 of performance identified in the PERIOD OF
PERFORMANCE Section are allowed only when this 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.
City of Tukwila
By:
Name (printed):
Title:
Date:
State of Washington Recreation and Conservation Office
On behalf of the Salmon Recovery Funding Board (SRFB or funding board)
2&0: 22-1047
By: Date:
Megan Duffy
Director
Recreation and Conservation Office
Pre -approved as to form:
f
By: t= Date: 09/15/2022
Assistant Attorney General
Revision Date: 9/15/2022 Page 4 of 23
ti , '."ASIIINGTON STATE
Recreation and
Conservation Office
Project Sponsor:
Project Title:
City of Tukwila
Nelsen Side Channel
RCO Grant Agreement
Project Number: 22-1047P
Approval Date: 09/22/2022
Eligible Scope Activities
ELIGIBLE SCOPE ACTIVITIES
Planning Metrics
Worksite #1, Nelsen Side Channel
Targeted salmonid ESU/DPS (A.23):
Targeted species (non -ESU species):
Area Encompassed (acres) (B.0.b.1):
Miles of Stream and/or Shoreline Affected (B.0.b.2):
Design for Salmon restoration
Conceptual Design (B.1.b.11.a RCO)
Project Identified in a Plan or Watershed Assessment. (2457)
(B.1.b.11.a):
Priority in Recovery Plan (2458) (B.1.b.11.b):
Preliminary design (B.1.b.11.a RCO)
Project Identified in a Plan or Watershed Assessment. (1220)
(B.1.b.11.a):
Priority in Recovery Plan (1222) (B.1.b.11.b):
Final design and permitting (B.1.b.11.a RCO)
Project Identified in a Plan or Watershed Assessment. (1221)
(B.1.b.11.a):
Priority in Recovery Plan (1223) (B.1.b.11.b):
Cultural Resources
Cultural resources
Agency Indirect Costs
Agency Indirect
Chinook Salmon -Puget Sound ESU, Steelhead-
Puget Sound DPS
None
2.6
0.19
WRIA 9. (2021 Update). Green/Duwamish and
Central Puget Sound Watershed Salmon Habitat
Plan: Making Our Watershed Fit for a King.
https://www.govlink.org/watersheds/9/plan-
implementation/2021 %20PIan%20Update/7_Low
er%20Green%20River%20Subwatershed. pdf
Puget Sound Partnership's 2018-2022 Near Term
Action Agenda
WRIA 9 Habitat Plan- Chapter 7, Lower Green
Watershed, Project LG -15, Tier 3 Puget Sound
Partnerships - NTA # 2018-0717, Tier 4
WRIA 9. (2021 Update). Green/Duwamish and
Central Puget Sound Watershed Salmon Habitat
Plan: Making Our Watershed Fit for a King.
https://www.govlink.org/watersheds/9/plan-
implementation/2021 %20PIan%20Update/7_Low
er%20Green%20River%20Subwatershed. pdf
Puget Sound Partnership's 2018-2022 Near Term
Action Agenda
WRIA 9 Habitat Plan- Chapter 7, Lower Green
Watershed, Project LG -15, Tier 3 Puget Sound
Partnerships - NTA # 2018-0717, Tier 4
None
None
RCO: 22-1047 Revision Date: 9/15/2022
Page 5 of 23 125
.,
.SFIINGTOf: S.,:TE
Recreation and
Conservation Office
Project Sponsor:
Project Title:
City of Tukwila
Nelsen Side Channel
RCO Grant Agreement
Project Number: 22-1047P
Approval Date: 09/22/2022
PROJECT MILESTONE REPORT
Complete Milestone
Project Milestones
Target Date Comments/Description
Project Start
RFP Complete/Consultant Hired
Progress Report Due
Data Gathering Started
Other
Progress Report Due
Annual Project Billing Due
Cultural Resources Complete
Preliminary Design to RCO
Progress Report Due
Applied for Permits
Final Design to RCO
Final Report Due
Progress Report Due
Agreement End Date
Final Billing Due
1
09/22/2022
03/01/2023
03/15/2023
04/30/2023
06/30/2023
09/15/2023
09/22/2023
12/31/2023
Data Gathering Complete
Cultural resources survey and historic structures
documentation required prior to ground
disturbance, may proceed concurrently with
geotech/soils investigations, see special condition
#1.
12/31/2023 As described in RCO Manual 18, App D-2
03/15/2024
05/30/2024
06/30/2024 As described in RCO Manual 18, App D-3
07/15/2024 This is the RCO final report in PRISM
09/15/2024
09/30/2024 Project Closing. All expenditures must be prior to
this date.
12/31/2024
,CO: 22-1047
Revision Date: 9/15/2022 Page 6 of 23
AS HIEJG10Ii i :.lE
Recreation and
Conservation Office
Project Sponsor:
Project Title:
City of Tukwila
Nelsen Side Channel
RCO Grant Agreement
Project Number: 22-1047P
Approval Date: 09/22/2022
Standard Terms and Conditions of the Recreation and
Conservation Office
Table of Contents
STANDARD TERMS AND CONDITIONS EFFECTIVE DATE 8
CITATIONS, HEADINGS AND DEFINITIONS 8
PERFORMANCE BY THE SPONSOR 10
ASSIGNMENT 11
RESPONSIBILITY FOR PROJECT 11
INDEMNIFICATION 11
INDEPENDENT CAPACITY OF THE SPONSOR 12
CONFLICT OF INTEREST 12
COMPLIANCE WITH APPLICABLE LAW 12
ARCHAEOLOGICAL AND CULTURAL RESOURCES 13
RECORDS 14
PROJECT FUNDING 14
PROJECT REIMBURSEMENTS 14
RECOVERY OF PAYMENTS 15
COVENANT AGAINST CONTINGENT FEES 16
INCOME (AND FEES) AND USE OF INCOME 16
PROCUREMENT REQUIREMENTS 16
TREATMENT OF EQUIPMENT AND ASSETS 17
RIGHT OF INSPECTION 17
STEWARDSHIP AND MONITORING 17
ACKNOWLEDGMENT AND SIGNS 17
PROVISIONS FOR FEDERAL SUBAWARDS 18
PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS 20
ORDER OF PRECEDENCE 20
LIMITATION OF AUTHORITY 20
WAIVER OF DEFAULT 20
APPLICATION REPRESENTATIONS — MISREPRESENTATIONS OR INACCURACY OR BREACH 20
SPECIFIC PERFORMANCE 21
TERMINATION AND SUSPENSION 21
DISPUTE HEARING 22
ATTORNEYS' FEES 22
GOVERNING LAW/VENUE 22
SEVERABILITY 22
END OF STANDARD TERMS AND CONDITIONS 23
RCO: 22-1047
Revision Date: 9/15/2022 Page 7 of 23
127
STANDARD TERMS AND CONDITIONS EFFECTIVE DATE
This document sets forth the Standard Terms and Conditions of the Recreation and Conservation Office as of 10/20/2022.
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 substantive part of
this Agreement.
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
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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
State Salmon Recovery Funding Board. Or both as may apply.
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.
indirect cost — Costs incurred for a common or joint purpose benefitting more than one cost objective, and not
readily assignable to the cost objectives specifically benefitted, without effort disproportionate to the results achieved
(2 C.F.R. 200 as updated).
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.
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.
planning project - A project that results in one or more of the following: 1) a study, a plan, assessment, project
design, inventory, construction plans and specifications, and permits; or 2) a project that provides money to facilitate
the work of an organization engaged in planning and coordination, or resource stewardship.
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 — The area consistent with the geographic limits of the scope of work of the project and subject to
project agreement requirements. For restoration projects, the project area must include the physical limits of the
project's final site plans or final design plans. For acquisition projects, the project area must include the area
described by the legal description of the properties acquired for or committed to the project.
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).
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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 — Recreation and Conservation Office — The state agency that administers the grant that is the subject of this
Agreement. RCO includes the director and staff.
RCW — Revised Code of Washington
reimbursement — RCO's payment of funds from eligible and allowable costs that have already been paid by the
Sponsor per the terms of the Agreement.
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 facility for
its originally expected useful service life.
secondary Sponsor — One of two or more Sponsors who is not a primary Sponsor. Only the primary Sponsor may
be the fiscal agent for the project.
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 person,
etc.) authorized to be the signatory of this Agreement and any amendments requiring a Sponsor signature. This
person has the signature authority to bind the Sponsor to this Agreement, grant, and project.
SRFB — Salmon Recovery Funding Board
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 entity to a
subrecipient for the subrecipient to carry out part of any award received by the pass-through entity. It does 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 the purpose of carrying
out a portion of a Federal award and creates a federal assistance relationship with the subrecipient (2 C.F.R. Part 200
(as updated)). If this Agreement is a federal subaward, the subaward amount is 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 carry out part of a federal
program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a
recipient of other federal awards directly from a federal awarding agency (2 C.F.R. Part 200 (as updated)). If this
Agreement is a federal subaward, the Sponsor is the subrecipient.
tribal consultation — Outreach, and consultation with one or more federally recognized tribes (or a partnership or
coalition or consortium of such tribes, or a private tribal enterprise) whose rights will or may be significantly affected
by the proposed project. This includes sharing with potentially -affected tribes the scope of work in the grant and
potential impacts to natural areas, natural resources, and the built environment by the project. It also includes
responding to any tribal request 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 design, or relocating the
project or not implementing the project, all of which RCO shall have the final approval of.
useful service life — Period during which a built asset, equipment, or fixture is expected to be useable for the
purpose it was acquired, installed, developed, and/or renovated, or restored per 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 the application, all as finally approved by the
RCO (to include any RCO approved changes or amendments thereto). All submitted documents are incorporated by this
reference as if fully set forth herein.
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 breach of the Agreement.
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ASSIGNMENT
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Sponsor without
prior written approval of the RCO. Sponsor shall not sell, give, or otherwise assign to another party any property right, or alter
a conveyance (see below) for the project area acquired with this grant without prior approval of the RCO.
RESPONSIBILITY FOR PROJECT
Although RCO administers the grant that is the subject of this Agreement, the project itself remains the sole responsibility of
the Sponsor. The RCO and Funding Entity (if different from the RCO) undertakes no responsibilities to the Sponsor, or to any
third 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 any claim or suit
of any nature by any third party related in any way to the project. When a project has more than one Sponsor, 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.
The RCO, its employees, assigns, consultants and contractors, and members of any funding board or advisory committee or
other RCO grant review individual or body, have no responsibility for reviewing, approving, overseeing or supervising design,
construction, or safety of the project and leaves such review, approval, oversight and supervision exclusively to the Sponsor
and others with expertise or authority. In this respect, the RCO, its employees, assigns, consultants and contractors, and any
funding board or advisory committee or other RCO grant review individual 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 any tier, or any
other persons for whom the Sponsor may be legally liable.
Provided that nothing herein shall require a Sponsor to defend or indemnify the State against and hold harmless the State
from claims, demands or suits based solely upon the negligence of the State, its employees and/or agents for whom the State
is vicariously liable.
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 indemnity obligation shall be valid and
enforceable only to the extent of the Sponsor's negligence or its agents, or employees.
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 and defense, the
Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title 51. Sponsor's waiver of
immunity under this provision extends only to claims against Sponsor by Indemnitee RCO, and does not include, or extend to,
any claims by Sponsor's employees directly against Sponsor.
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 donating its 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 any
other persons for whom the Sponsor may be legally liable, in performance of the work under this Agreement or arising out of
any use in connection with the Agreement of methods, processes, designs, information or other items 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 allegedly improper appropriation 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, officers and
employees by the Sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for
whom the Sponsor may be legally liable.
The funding board and RCO are included within the term State, as are all other agencies, departments, boards, councils,
committees, divisions, bureaus, offices, societies, or other entities of state government.
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INDEPENDENT CAPACITY OF THE SPONSOR
The Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the RCO
or Funding Entity. The Sponsor will not hold itself out as nor claim to be an officer, employee or agent of the RCO or the
Funding Entity, or of the state of Washington, nor will the Sponsor make any claim of right, privilege or benefit which would
accrue to an employee under RCW 41.06.
The Sponsor is responsible for withholding and/or paying employment taxes, insurance, or deductions of any kind required by
federal, state, and/or local laws.
CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written
notice to the Sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation
of the Ethics in Public Service Act, RCW 42.52; or any similar statute involving the Sponsor in the procurement of, or
performance under, this Agreement.
In the event this Agreement is terminated as provided herein, RCO shall be entitled to pursue the same remedies against the
Sponsor as it could pursue in the event of a breach of the Agreement by the Sponsor. The rights and remedies of RCO
provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this
Agreement.
COMPLIANCE WITH APPLICABLE LAW
In implementing the Agreement, the Sponsor shall comply with all applicable federal, state, and local laws (including without
limitation all applicable ordinances, codes, rules, and regulations). Such compliance includes, without any limitation as to other
applicable laws, the following laws:
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; and the Age
Discrimination Employment Act (if applicable). In the event of the Sponsor's noncompliance or refusal to comply with
any nondiscrimination law or policy, the Agreement may be rescinded, cancelled, or terminated in whole or in part,
and the Sponsor may be declared ineligible for further grant awards 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. Except
where a nondiscrimination clause required by a federal funding agency is used, the Sponsor shall insert the following
nondiscrimination clause in each contract for construction of this project: "During the performance of this contract, the
contractor agrees to comply with all federal and state nondiscrimination laws, regulations and policies."
B. Secular Use of Funds. No funds awarded under this grant may be used to pay for any religious activities, worship, or
instruction, or for lands and facilities for religious activities, worship, or instruction. Religious activities, worship, or
instruction may be a minor use of the grant supported recreation 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 and job safety. The Sponsor
agrees when state prevailing wage laws (RCW 39.12) are applicable, to comply with such laws, to pay the prevailing
rate of wage to all workers, laborers, or mechanics employed in the performance of any part of this contract, and to
file a statement of intent 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 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 to
investigate a statement regarding prevailing wage provided by a contractor or subcontractor.
D. Restrictions on Grant Use. No part of any funds provided under this grant shall be used, other than for normal and
recognized executive -legislative relationships, for publicity or propaganda purposes, or for the preparation,
distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to
support or defeat legislation pending before the U.S. Congress or any state legislature. No part of any funds provided
under this grant shall be used to pay the salary or expenses of any Sponsor, or agent acting for such Sponsor, related
to any activity designed to influence legislation or appropriations pending before the U.S. Congress or any state
legislature.
E. Debarment and Certification. By signing the Agreement with RCO, the Sponsor certifies that neither it nor its
principals nor any other lower tier participant are presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from participation in this transaction by Washington State Labor and Industries.
Further, the Sponsor agrees not to enter into any arrangements or contracts related to this Agreement with any party
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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
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 disturbing work or alteration of a potentially
historic or culturally significant structure, or release of final payments on an acquisition, the Sponsor must
provide RCO all documentation acknowledging and demonstrating 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.
C. Notice To Proceed. No work shall commence in the project area until RCO has provided a notice of cultural resources
completion. RCO may require on-site monitoring for impacts to archaeology and cultural resources during any
demolition, construction, land clearing, restoration, or repair work, and may direct that work stop to minimize, mitigate,
or avoid impacts to archaeology and cultural resource impacts or concerns. All cultural resources requirements for
non ground disturbing 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 any RCO direction for
such minimization and mitigation. All federal or state cultural resources requirements under Governor's Executive
Order 21-02 and the National Historic Preservation Act, and the State 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 any claim
related to historical or cultural artifacts discovered, disturbed, or damaged due to the project funded under this
Agreement. Sponsor shall comply with RCW 27.53, RCW 27.44.055, and 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 responsibility of the
Sponsor Inadvertent Discovery Plan. The Sponsor shall request, review, and be bound by the RCO Inadvertent
Discovery Plan, and:
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.
F. Discovery
1) If any archaeological or historic resources are found while conducting work under this Agreement, the
Sponsor 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/Coroner'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 by
RCO or the Department of Archaeology and Historic Preservation (DAHP).
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-
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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.
RECORDS
A. Digital Records. If requested by RCO, the Sponsor must provide a digital file(s) of the project property and funded
project site in a format specified by the RCO.
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, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in
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 any litigation, claim or audit
is started before the expiration of the nine (9) year period, the records shall be retained until all litigation, claims, or
audit findings involving the records have been resolved.
C. In order to satisfy 15 CFR 24.42(b) & (c) and 2 CFR 200 (as updated), for projects that contain Pacific Coast Salmon
Recovery Funds or are used as match to Pacific Coast Salmon Recovery Funds the sponsor shall retain records for a
period of nine years from the date RCO deems the project complete as defined in the PROJECT
REIMBURSEMENTS Section.
D. Access to Records and Data. At no additional cost, the records relating to the Agreement, including materials
generated under the Agreement, shall be subject at all reasonable times 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 by
law, regulation or agreement. This includes access to all information that supports the costs submitted for payment
under the grant and all findings, conclusions, and recommendations of the Sponsor's reports, including computer
models and methodology for those models.
E. Public Records. Sponsor acknowledges that the RCO is subject to RCW 42.56 and that this Agreement and any
records Sponsor submits or has submitted to the State shall be a public record as defined in RCW 42.56. RCO
administers public records requests per WAC 286-06 and 420-04 (which ever applies). Additionally, the Sponsor
agrees to disclose any information in regards to 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 State
may be requested to disclose or copy that record under the state public records law, currently codified at RCW 42.56.
The Sponsor warrants that it possesses such legal rights as are necessary to permit the State to disclose and copy
such record to respond to a request under state public records 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 pay the reasonable cost of state's
defense of such claims.
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 amount
as identified in this Agreement, unless an additional amount has been approved in advance by the RCO director and
incorporated by written amendment into this Agreement.
C. Before the Agreement. No expenditure made, or obligation incurred, by the Sponsor before the project start date
shall be eligible for grant funds, in whole or in part, unless specifically provided for by the RCO director, such as a
waiver of retroactivity or program specific eligible pre -Agreement costs. For 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.
D. Requirements for Federal Subawards. Pre -Agreement costs before the federal award date in the FEDERAL FUND
INFORMATION Section are ineligible unless approved by the federal award agency (2 C.F.R § 200.458 (2013)).
E. 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 any remedy the RCO or Funding Entity
may have under this Agreement, the grant amounts identified in this Agreement shall be reduced to exclude any such
expenditure from participation.
PROJECT REIMBURSEMENTS
A. Reimbursement Basis. This Agreement is administered on a reimbursement basis per WAC 286-13 and/or 420-12,
whichever has been designated to apply. Only the primary Sponsor may request reimbursement for eligible and
�d allowable costs incurred during the period of performance. The primary Sponsor may request reimbursement only
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after (1) this Agreement has been fully executed and (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 requests must
include proper documentation of expenditures as required by RCO.
B. Reimbursement Request Frequency. The primary Sponsor is required to submit a reimbursement request to RCO,
at a minimum for each project at least once a year for reimbursable activities occurring between July 1 and June 30 or
as identified in the milestones. Sponsors must refer to the most recent applicable RCO manuals and this Agreement
regarding reimbursement requirements.
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
Sponsor.
D. Conditions for Payment of Retainage. RCO reserves the right to withhold disbursement of the total amount of the
grant to the Sponsor until the following has occurred:
1) RCO has accepted the project as a completed project, which acceptance shall not be unreasonably withheld.
2) On -'site signs are in place (if applicable); Any other required documents and media are complete and
submitted to RCO;Grant related fiscal transactions are complete, and
E. Requirements for Federal Subawards: Match. The Sponsor's matching share must comply with 2 C.F.R. Part 200
(as updated). Any shared costs or matching funds and all contributions, including cash and third party in-kind
contributions, can be accepted as part of the Sponsor's matching share when such contributions meet all of the
following criteria:
1) Are verifiable from the non -Federal entity's (Sponsor's) records;
2) Are not included as contributions for any other Federal award;
3) Are necessary and reasonable for accomplishment of project or program objectives;
4) Are allowable under 2 C.F.R. Part 200 as updated;
5) Are not paid by the Federal Government under another Federal award, except where the Federal statute
authorizing a program specifically provides that Federal funds made available for such program can be
applied to matching or cost sharing requirements of other Federal programs;
6) Are provided for in the approved budget when required by the Federal awarding agency identified in the
FEDERAL FUND INFORMATION Section of this Agreement; and
7) Conform to other provisions of 2 C.F.R. Part 200 (as updated) as applicable.
F. Requirements for Federal Subawards: Close out. Per 2 C.F.R § 200.343 (2013), the non -Federal entity (Sponsor)
must:
1) Submit, no later than 90 calendar days after the end date of the period of performance, all financial,
performance, and other reports as required by the terms and conditions of the Federal award. The Federal
awarding agency or pass-through entity (RCO) may approve extensions when requested by the Sponsor.
2) Liquidate all obligations incurred under the Federal award not later than 90 calendar days after the end date
of the period of performance as specified in the terms and conditions of the Federal award.
3) Refund any balances of unobligated cash that the Federal awarding agency or pass-through entity (RCO)
paid in advance or paid and that are not authorized to be retained by the non -Federal entity (Sponsor) for
use in other projects. See OMB Circular A-129 and see 2 C.F.R § 200.345 Collection of amounts due (2013),
for requirements regarding unreturned amounts that become delinquent debts.
4) Account for any real and personal property acquired with Federal funds or received from the Federal
Government in accordance with 2 C.F.R §§ 200.310 Insurance coverage through 200.316 Property trust
relationship and 200.329 Reporting on real property (2013).
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 percentage of the
project total, and/or fails to comply with any of the terms and conditions of the Agreement, RCO reserves the right to
35
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recover grant award funds in the amount equivalent to the extent of noncompliance in addition to any other remedies
available at law or in equity.
B. Return of Overpayments. The Sponsor shall reimburse RCO for any overpayment or erroneous payments made
under the Agreement. Repayment by the Sponsor of such funds under this recovery provision shall occur within 30
days of demand by RCO. Interest shall accrue at the rate of twelve percent (12%) per annum from the time the
Sponsor received such overpayment. Unless the overpayment is due to an error of RCO, the payment shall be due
and owing on the date that the Sponsor receives the overpayment from the RCO. If the payment is due to an error of
RCO, it shall be due and owing 30 days after demand by RCO for refund.
C. Requirements for Federal Subawards. RCO, acting as a pass-through entity, may impose any of the remedies as
authorized in 2 C.F.R §§ 200.207 Specific conditions and/or 200.338 Remedies for noncompliance (2013).
COVENANT AGAINST CONTINGENT FEES
The Sponsor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement on an
agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or
bona fide established agents maintained by the Sponsor for the purpose of securing business. RCO shall have the right, in the
event of breach of this clause by the Sponsor, to terminate this Agreement and to be reimbursed by Sponsor for any grant
funds paid to Sponsor (even if such funds have been subsequently 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 of such
commission, percentage, brokerage or contingent fee.
INCOME (AND FEES) AND USE OF INCOME
A. Compatible source. The source of any income generated in a funded project or project area must be compatible with
the funding source and the Agreement and any applicable manuals, RCWs, and WACs.
B. Use of Income. Subject to any limitations contained in applicable state or federal law, any needed approvals 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 the facility or program
assisted by the grant funding;
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. Requirements for Federal Subawards. Requirements for Federal Subawards. Sponsors must also comply with
program income requirements (see 2 C.F.R. Part 200 (as updated) for federal awards).
PROCUREMENT REQUIREMENTS
A. Procurement Requirements. If the Sponsor has, or is required to have, a procurement process that follows
applicable state and/or federal law or procurement rules and principles, it must be followed, documented, and
retained. If no such process exists, the Sponsor must follow these minimum procedures:
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 the process needs to be
repeated until a suitable bid is selected.
5) Comply with the same legal standards regarding unlawful discrimination based upon race, gender, ethnicity,
sex, or sex -orientation that are applicable to state agencies in selecting a bidder or proposer.
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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 not be
enforced or subject to review of any kind or manner by any entity other than the RCO. Sponsors may be
required to certify to the RCO that they have followed any applicable state and/or federal procedures or the
above minimum procedure where state or federal procedures do not apply.
B. Requirements for Federal Subawards.
1) For all Federal subawards, non -Federal entities (Sponsors) must follow 2 C.F.R §§ 200.318 General
procurement standards through 200.326 Contract Provisions (2013).
TREATMENT OF EQUIPMENT AND ASSETS
Equipment shall be used and managed only for the purpose of this Agreement, unless otherwise provided herein or in the
applicable manuals, or approved by RCO in writing.
A. Discontinued Use. Equipment obtained under this Agreement shall remain in the possession of the Sponsor for the
duration of the project, or RULES of applicable grant assisted program. When the Sponsor discontinues use of the
equipment for the purpose for which it was funded, RCO may require 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 to equipment.
C. Requirements for Federal Subawards. Procedures for managing equipment (including replacement equipment),
whether acquired in whole or in part under a Federal award or match for the award, until disposition takes place will,
at a minimum, meet the following requirements (2 C.F.R § 200.313 (2013) as updated and amended):
1) Property records must be maintained that include a description of the property, a serial number or other
identification number, the source of funding for the property (including the Federal Award Identification
Number), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in
the project costs for the Federal award under which the property was acquired, the location, use and
condition of the property, and any ultimate disposition data including the date of disposal and sale price of
the property.
2) A physical inventory of the property must be taken and the results reconciled with the property records at
least once every two years.
3) A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the
property. Any loss, damage, or theft must be investigated.
4) Adequate maintenance procedures must be developed to keep the property in good condition.
5) If the non -Federal entity is authorized or required to sell the property, proper sales procedures must be
established to ensure the highest possible return.
RIGHT OF INSPECTION
The Sponsor shall provide right of access to the project to RCO, or any of its officers, or to any other authorized agent or
official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate
performance, long-term obligations, compliance, and/or quality assurance 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) the RCO's right to
inspect and access lands acquired or developed with this funding assistance.
STEWARDSHIP AND MONITORING
Sponsor agrees to perform monitoring and stewardship functions as stated in the applicable WACs and manuals, this
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; provided that RCO
does not represent that any monitoring it may recommend will be adequate to reasonably assure project performance or
safety. It is the sole responsibility of the Sponsor to perform such additional monitoring as may be adequate for such purposes.
ACKNOWLEDGMENT AND SIGNS
A. Federally Funded Projects. When issuing statements, press releases, requests for proposals, bid solicitations, and
other documents describing a project funded in whole or in part with federal money provided for in this grant,
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Sponsors shall clearly state:
1) The fund source;
2) The percentage of the total costs of the project that is financed with federal money;
3) The dollar amount of federal funds for the project; and
4) The percentage and dollar amount of the total costs of the project that is financed by nongovernmental
sources.
PROVISIONS FOR FEDERAL SUBAWARDS
The following provisions shall be in force for this agreement:
A. Sub -Recipient (Sponsor) must comply with the cost principles of 2 C.F.R. Part 200 (as updated). Unless otherwise
indicated, the cost principles apply to the use of funds provided under this Agreement to include match and any in-
kind matching donations. The applicability of the cost principles depends on the type of organization incurring the
costs.
B. Infrastructure Investment and Jobs Act, Pub. L. No. 117-58, Build America, Buy America Act, Pub. L. No. 117-
58, Section 70901-52. Subrecipients must comply with section 70914 of the Act, including by the incorporation of a
Buy America preference in the terms and conditions of each award with an infrastructure project. The Act requires the
following Buy America preference:
1) All iron and steel used in the project are produced in the United States. This means all manufacturing
processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) All manufactured products used in the project are produced in the United States. This means the
manufactured product was manufactured in the United States, and the cost of the components of the
manufactured product that are mined, produced, or manufactured in the United States is greater than 55
percent of the total cost of all components of the manufactured product, unless another standard for
determining the minimum amount of domestic content of the manufactured product has been established
under applicable law or regulation; and
3) All construction materials are manufactured in the United States. This means that all manufacturing
processes for the construction material occurred in the United States.
4) Subject to subsequent approved federal agency specific waivers.
C. Binding Official. Per 2 CFR 200 (as updated), as updated, Sponsor certifies through its actions or those of
authorized staff, at the time of a request for reimbursement, the following: "To the best of my knowledge and belief
that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the
purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false,
fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or
administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and
Title 31, Sections 3729-3730 and 3801-3812)."
D. Equal Employment Opportunity. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the
definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause
provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity
(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41
C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor). See 2 C.F.R. Part 200 (as updated).
1) Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-1.3 defines a "federally
assisted construction contract" as any agreement or modification thereof between any applicant and a
person for construction work which is paid for in whole or in part with funds obtained from the Government or
borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan,
insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan,
insurance, or guarantee, or any application or modification thereof approved by the Government for a grant,
contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work.
2) Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines "construction work" as the construction,
rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes
or improvements to real property, including facilities providing utility services. The term also includes the
supervision, inspection, and other onsite functions incidental to the actual construction.
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E. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by federal program legislation, all prime
construction contracts in excess of $2,000 awarded by non-federal entities (Sponsors) must include a provision for
compliance with the Davis -Bacon Act (40 U.S.C. 3141-3148) as supplemented by Department of Labor regulations
(29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction").
In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not
less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,
contractors must be required to pay wages not less than once a week. The non-federal entity (Sponsor) must place a
copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The
non -Federal entity (Sponsor) must report all suspected or reported violations to the federal awarding agency identified
in the Federal Fund Information Section.
The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U. S. C. 3145),
as supplemented by Department of Labor regulations (29 C.F.R Part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides
that each contractor or subrecipient (Sponsor) must be prohibited from inducing, by any means, any person employed
in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is
otherwise entitled. The non -Federal entity (Sponsor) must report all suspected or reported violations to the Federal
awarding agency identified in Section H: Federal Fund Information.
F. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded
by the non-federal entity (Sponsor) in excess of $100,000 that involve the employment of mechanics or laborers must
include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor
regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the
wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the
standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40
U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in
surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not
apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.
G. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding
agreement" under 37 C.F.R § 401.2(a) and the recipient or subrecipient (Sponsor) wishes to enter into a contract with
a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient
(Sponsor) must comply with the requirements of 37 C.F.R Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and
any implementing regulations issued by the awarding agency.
H. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as
Amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -
Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air
Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
Violations must be reported to the Federal awarding agency identified in Section H: Federal Fund Information and the
Regional Office of the Environmental Protection Agency (EPA).
I. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). By signing this Agreement, the Sponsor certifies (per the
certification requirements of 31 U.S.C.) that none of the funds that the Sponsor has (directly or indirectly) received or
will receive for this project from the United States or any agency thereof, have been used or shall be used to engage
in the lobbying of the Federal Government or in litigation against the United States. Such lobbying includes any
influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with this project. Contractors that apply or bid
for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not
and has not used federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any federal contract, grant or any other award
covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-federal funds that takes place in
connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal
award.
J. Procurement of Recovered Materials. A non-federal entity (Sponsor) that is a state agency or agency of a political
subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R part 247 that contain the highest
percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year
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exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource
recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in
the EPA guidelines.
K. Required Insurance. The non-federal entity (Sponsor) must, at a minimum, provide the equivalent insurance
coverage for real property and equipment acquired or improved with federal funds as provided to property owned by
the non-federal entity. Federally -owned property need not be insured unless required by the terms and conditions of
the Federal award (2 C.F.R § 200.310 (2013)).
L. Debarment and Suspension (Executive Orders 12549 and 12689). The Sponsor must not award a contract to
parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with
the Office of Management and Budget (OMB) guidelines at 2 C.F.R § 180 that implement Executive Orders 12549 (3
C.F.R part 1986 Comp., p. 189) and 12689 (3 C.F.R part 1989 Comp., p. 235), "Debarment and Suspension." SAM
Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties
declared ineligible under statutory or regulatory authority other than Executive Order 12549.
M. Conflict of Interest. Sponsor agrees to abide by the conflict of interest policy and requirements of the federal funding
agency established pursuant to 2 C.F.R 200.
PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS
For habitat restoration projects funded in part or whole with federal funds administered by the SRFB the Sponsor shall not
commence with clearing of riparian trees or in -water work unless either the Sponsor has complied with 50 C.F.R. § 223.203
(b)(8) (2000), limit 8 or until an Endangered Species Act consultation is finalized in writing by the National Oceanic and
Atmospheric Administration. Violation of this requirement may be grounds for terminating this Agreement. This section shall
not be the basis for any enforcement responsibility by RCO.
ORDER OF PRECEDENCE
This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws. The
provisions of the Agreement shall be construed to conform to those laws. In the event of a direct and irreconcilable conflict
between the terms of this Agreement and any applicable statute, rule, or policy or procedure, the conflict shall be resolved by
giving precedence in the following order:
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 applied by federal
law;
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 the authority to
alter, amend, modify, or waive any clause or condition of this Agreement; provided that any such alteration, amendment,
modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made as a written
amendment to this Agreement and signed by the RCO Director or delegate.
WAIVER OF DEFAULT
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the
Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a
modification of the terms of the Agreement unless stated to be such in writing, signed by the director, or the director's
designee, and attached as an amendment to the original Agreement.
APPLICATION REPRESENTATIONS — MISREPRESENTATIONS OR INACCURACY OR BREACH
The Funding Entity (if different from RCO) and RCO rely on the Sponsor's application in making its determinations as to
eligibility for, selection for, and scope of, funding grants. Any misrepresentation, error or inaccuracy in any part of the
1*O: 22-1047 Revision Date: 9/15/2022 Page 20 of 23
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 means Sponsors'
completion of the project and/or its completion of long-term obligations as described in this Agreement. However, the remedy
of specific performance shall not be the sole or exclusive remedy available to 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 to it under this
Agreement, or under any provision of law, common law, or equity, including but not limited to seeking full or partial repayment
of the grant amount paid and damages.
TERMINATION AND SUSPENSION
The RCO requires strict -compliance by the Sponsor with all the terms of this Agreement including, but not limited to, the
requirements of the applicable statutes, rules, and RCO policies, and with the representations of the Sponsor in its application
for a grant as finally approved by RCO. For federal awards, notification of termination will comply with 2 C.F.R. § 200 (as
updated).
A. For Cause.
1) The RCO director may suspend or terminate the obligation to provide funding to the Sponsor under this
Agreement:
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 in progress is adherence to
milestones and other defined deadlines; or
c) If the primary and secondary Sponsor(s) cannot mutually agree on the process and actions needed
to implement the project;
2) Prior to termination, the RCO shall notify the Sponsor in writing of the opportunity to cure. If corrective action
is not taken within 30 days or such other time period that the director 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 and
pending corrective action by the Sponsor, or a decision by the RCO to terminate the Contract.
B. For Convenience. Except as otherwise provided in this Agreement, RCO may, by ten (10) days written notice,
beginning on the second day after the mailing, terminate this Agreement, in whole or in part when it is in the best
interest of the state. If this Agreement is so terminated, RCO shall be 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 deemed to be a
"Termination for Convenience" if it is determined that:
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 any
other rights and remedies provided by law.
2) In the event this Agreement is terminated by the director, after any portion of the grant amount has been paid
to the Sponsor under this Agreement due to Sponsor's breach of the Agreement or other violation of law, the
director may require that any amount paid be repaid to RCO for redeposit into the account from which the
funds were derived. However, any repayment shall be limited to the extent repayment would be inequitable
and represent a manifest injustice in circumstances where the project will fulfill its fundamental purpose for
substantially the entire period of performance and of long-term obligation.
D. Non Availability of Funds. The obligation of the RCO to make payments is contingent on the availability of state and
federal funds through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under
this Agreement are not appropriated to RCO for expenditure for this 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 action by the
Legislature or the Office of Financial Management occurs. If RCO participation is suspended under this section for a
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continuous period of one year, 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 payments is contingent upon
the state appropriating state and federal funding each biennium. In 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 the RCO provides
notice to continue work.
2) No Waiver. The failure or neglect of RCO to require strict compliance with any term of this Agreement or to
pursue a remedy provided by this Agreement or by law shall not act as or be construed as a waiver of any
right to fully enforce all rights and obligations set forth in this Agreement and in applicable state or federal law
and regulations.
DISPUTE HEARING
Except as may otherwise be provided in this Agreement , when a dispute arises between the Sponsor and the RCO, which
cannot be resolved, either party may request a dispute hearing according to the process set out in this section. Either party's
request for a dispute hearing must be in writing and clearly state:
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 party must agree in writing that
the procedure under this section shall be used to resolve those specific issues. The dispute shall be heard by a panel of three
persons consisting of one person chosen by the Sponsor, one person chosen 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 shall be
dismissed and an alternate person chosen by the Sponsor, and one by the director shall be appointed and they shall agree on
a third person. This process shall be repeated until a three person panel is established.
Any hearing under this section shall be informal, with the specific processes to be determined by the disputes panel according
to the nature and complexity of the issues involved. The process may be solely based on written material if the parties so
agree. The disputes panel shall be governed by the provisions of this Agreement in deciding the disputes.
The parties shall be bound by the majority decision of the dispute panelists, unless the remedy directed by that panel is
beyond the authority of either or both parties to perform, as necessary, or is otherwise unlawful.
Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party. The request
shall be delivered or mailed within thirty (30) days of the date the requesting party has received notice of the action or position
of the other party which it wishes to dispute. The written agreement to use the process under this section for resolution of
those issues shall be delivered or mailed by the receiving party to the requesting party within thirty (30) days of receipt by the
receiving party of the request.
All costs associated with the implementation of this process shall be shared equally by the parties.
ATTORNEYS' FEES
In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own costs and
attorneys' fees.
GOVERNING LAWNENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a
lawsuit involving this Agreement, venue shall be in Thurston County Superior Court if legally proper; otherwise venue shall be
in the Superior Court of a county where the project is situated, if venue there is legally proper, and if not, in a county where
venue is legally proper. The Sponsor, by execution of this Agreement 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 for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement.
" -ft.,O: 22-1047
Revision Date: 9/15/2022 Page 22 of 23
END OF STANDARD TERMS AND CONDITIONS
This is the end of the Standard Terms and Conditions of the Agreement.
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144
City of Tukwila
City Council Transportation & Infrastructure Services Committee
Meeting Minutes
January 17, 2023 5:30 p.m. - Hybrid Meeting; Duwamish Conference Room & MS Teams
CouncilmembersPresent: Mohamed Abdi, Acting Chair; Kate Kruller
Staff Present: David Cline, Hari Ponnekanti, Griffin Lerner, Brittany Robinson, Seong
Kim, Cody Lee Gray, Mike Ronda, Bryan Still, Joshua Hartley, Cyndy
Knighton
Guests: Laura Maman, Miller Hiyashi Architects; John Palewicz, PMQA Consultant;
Justine Kim, Shiels Obletz Johnsen
Acting Chair Abdi called the meeting to order at 5:30 p.m.
I. BUSINESS AGENDA
A. Public Works Campus Phase 2 Update
Staff presented the update, focusing on comparative cost estimates for adapting the existing
building versus new construction.
Items for follow-up:
Provide more information comparing the required upgrades on the UPS building to
improvements performed on the Fleet & Facilities Building.
Committee Recommendation
Discussion only.
B. Grant Award: 42nd Avenue South Raised Crosswalk Project
Staff is seeking Council approval to accept a Transportation Improvement Board Active
Transportation Program grant in the amount of $175,000 for the project.
Committee Recommendation
Unanimous approval. Forward to January 23, 2023 Special Consent Agenda.
C. Grant Award: Nelsen Side Channel Project
Staff is seeking Council approval to accept a Recreation and Conservation Salmon Recovery
Fund Board grant in the amount of $100,000 for the project.
Committee Recommendation
Unanimous approval. Forward to January 23, 2023 Special Consent Agenda.
D. Grant Application: Strander Boulevard Extension Phase 3 Project
Staff is seeking direction on whether to reapply to the Rebuilding American Infrastructure
with Sustainability & Equity grant program for this project.
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