Loading...
HomeMy WebLinkAbout111918_cabs01 615 Sheridan Street ' Port Townsend, WA 98368 (Masonwww.JeffersonCountyPublicHealth.org Public Healt Consent Agenda November 13, 2018 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Stuart Whitford, Environmental Public Health Director Tami Pokorny, Natural Resources Program Coordinator DATE: SUBJECT: Agenda Item — Presentation/Discussion: Lower Big Quilcene Floodplain Acquisition Update, Grants and MOU — $0 STATEMENT OF ISSUE: Jefferson County Public Health requests the BoCC hear and discuss information on the status of Lower Big Quilcene Floodplain Acquisitions, pending grants, and an MOU. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: In coordination with RCO SRFB — Salmon State Projects, Dept. of Ecology Terry Husseman —Water Quality Projects, and Hood Canal Salmon Enhancement Group (HCSEG), JCPH will acquire, clean-up, and restore properties on the lower Big Quilcene River floodplain from willing sellers. Acquisitions also support a broader effort to recover the natural, self-sustaining channel migration zone functions that generate productive fish and wildlife habitat in the lower three miles to benefit Hood Canal Summer Chum and Puget Sound Chinook. FISCAL IMPACT/COST BENEFIT ANALYSIS: The costs to hear and discuss the presentation are negligible. Three pending grants (two from RCO and one from Ecology) and one MOU (with HCSEG) are being submitted separately for signature. The grants and MOU are paired to provide the requisite match amounts. There is no impact to the General Fund. RECOMMENDATION: JCPH Management recommends the BoCC hear and discuss information on the status of Lower Big Quilcene Floodplain Acquisitions, pending grants, and an MOU. REVIEWED BY: iddLâr /a31. Phi • orley, County Ad inistrator Date Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 360-385-9444 360-385-9401 (f) Always working for a safer and healthier community (f)360-379-4487 • " „ DEPARTMENT CSF ECO LOGY— s State of Washington Agreement No. SEATHA-VER3-JeCoPH-00037 SHORELANDS TERRY HUSSEMAN ACCOUNT V3 AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND JEFFERSON COUNTY PUBLIC HEALTH This is a binding Agreement entered into by and between the state of Washington, Department of Ecology, hereinafter referred to as"ECOLOGY,"and Jefferson County Public Health,hereinafter referred to as the "RECIPIENT,"to carry out with the provided funds activities described herein. GENERAL INFORMATION Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Total Cost: $238,735.00 Total Eligible Cost: $35,810.00 Ecology Share: $35,810.00 Recipient Share: $0.00 The Effective Date of this Agreement is: 11/15/2018 The Expiration Date of this Agreement is no later than: 05/15/2020 Project Type: Statewide Significance Project Short Description: In coordination with other grant program activities,the RECIPIENT will acquire, clean-up,and restore one or more properties on the lower Big Quilcene River floodplain for improved water quality. The project also supports a broader effort to recover the natural, self-sustaining channel migration zone functions that generate productive fish and wildlife habitat in the lower three miles to benefit Hood Canal Summer Chum and Puget Sound Chinook. Project Long Description: The Big Quilcene River is located in west central Hood Canal and sustains a vitally important run of ESA-listed Hood Canal Summer-run Chum salmon. The river also provides habitat for Puget Sound Chinook and odd-year pink salmon as well as Puget Sound steelhead and cutthroat trout. The Hood Canal Summer Chum Recovery Plan identifies the lower mile of the Big Quilcene River as the area where most of the summer chum spawning occurs. State of Washington Department of Ecology Page 2 of t Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health Since the early 1990s,more than 110 acres of floodplain and estuary have been acquired and cleaned up by Jefferson County, WDFW and the Hood Canal Salmon Enhancement Group(HCSEG)in anticipation of comprehensive restoration efforts. Currently,the river channel is artificially straightened, confined and aggraded and it lacks the habitat diversity needed to sustain fish over time. The preferred restoration designs recommend removal of the north side levee,construction of a new channel, and relocation and enlargement of an existing bridge. The final restoration design will be determined by the geography of additional willing landowners. The RECIPIENT will coordinate and conduct tasks and services and communications necessary to acquire and restore one or more identified properties(number of properties contingent on their fair market value and availability of funds). In addition to closing,these may include communications with project partners, community members,and landowners; performance of environmental site assessments,appraisals, appraisal reviews, surveys, and inspections; and development of agreements,reports,and agreements. The RECIPIENT will also conduct necessary testing prior to demolition and/or cleanup of solid waste,vehicles, or other materials. Submit for permits for demolition, cleanup,well decommissioning including well casing removal, and onsite septic system decommissioning. Develop and distribute a Request for Proposal (RFP). Contract for, conduct, and complete demolition, decommissioning(of well and on-site septic system), cleanup, and re-vegetate properties. As an outgrowth of this project, land improvements will be removed from the Y floodplain. Onsite systems and p wells will be decommissioned and any solid waste removed. Invasive weeds will be removed and disturbed areas will be replanted/reseeded in preparation for implementation of the final Lower Big Quilcene Restoration Design. This project's scope of work, budget and deliverables are intended to align with those of the RECIPIENT'S Recreation and Conservation Office Project#16-1480. In addition,the Hood Canal Salmon Enhancement Group has been awarded a Floodplains by Design grant,Agreement SEAFBD-2017-HoCSEG-00009 for work associated with this project during the 2017-2019 funding cycle. Overall Goal: The project goal is to successfully acquire and restore one or more floodplain properties,up to the limit of available funds,necessary to the future implementation of the Lower Big Quilcene Restoration Design. The design,which is currently under development by Hood Canal Salmon Enhancement Group, under a Floodplains by Design Agreement(SEAFBD-2017-HoCSEG-00009)is intended to reestablish a natural, self-sustaining channel migration zone and to recover ESA-listed Hood Canal Summer Chum Salmon habitat in the lower mile of the river. Version 10/30/2015 ' Stgte of Washington Department of Ecology Page 3 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health RECIPIENT INFORMATION Organization Name: Jefferson County Public Health Federal Tax ID: 91-6001322 DUNS Number: 184826790 Mailing Address: 615 Sheridan St Port Townsend, WA 98368 Physical Address: 615 Sheridan St Port Townsend, Washington 98368 Organization Fax: (360)379-4487 Contacts Project Manager Tamara Pokorny Natural Resources Program Coordinator 615 Sheridan St Port Townsend, Washington 98368 Email: tpokorny@co.jefferson.wa.us Phone: (360)385-9444 Billing Contact Susan Parke Financial Operations Coordinator 615 Sheridan Street Port Townsend, Washington 98368 Email: sparke@co.jefferson.wa.us Phone: (360)385-9437 Authorized David Sullivan Signatory Chair, Board of County Commissioners PO Box1220 Port Townsend, Washington 98368 Email: dsullivan@co.jefferson.wa.us Phone: (360)385-9103 Version 10/30/2015 State of Washington Department of Ecology Page 4 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health ECOLOGY INFORMATION Mailing Address: Department of Ecology Shorelands PO BOX 47600 Olympia, WA 98504-7600 Physical Address: Shorelands 300 Desmond Drive SE Lacey, WA 98503 Contacts Michelle McConnell Project Manager PO Box 47775 Olympia, Washington 98504-7775 Email: micm461@ecy.wa.gov Phone: (360)407-6349 Amy Krause Financial Manager PO Box 47600 Olympia, Washington 98504-7600 Email: amkr461@ecy.wa.gov Phone: (360)407-7107 Version 10/30/2015 State of Washington Department of Ecology Page 5 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health AUTHORIZING SIGNATURES RECIPIENT agrees to furnish the necessary personnel, equipment, materials, services, and otherwise do all things necessary for or incidental to the performance of work as set forth in this Agreement. RECIPIENT acknowledges that they had the opportunity to review the entire Agreement, including all the terms and conditions of this Agreement, Scope of Work,attachments, and incorporated or referenced documents,as well as all applicable laws, statutes,rules, regulations,and guidelines mentioned in this Agreement. Furthermore,the RECIPIENT has read, understood,and accepts all requirements contained within this Agreement. This Agreement contains the entire understanding between the parties,and there are no other understandings or representations other than as set forth, or incorporated by reference,herein. No subsequent modifications or amendments to this agreement will be of any force or effect unless in writing, signed by authorized representatives of the RECIPIENT and ECOLOGY and made a part of this agreement. ECOLOGY and RECIPIENT may change their respective staff contacts without the concurrence of either party. This Agreement shall be subject to the written approval of Ecology's authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement and bind their respective organizations to this Agreement. IN WITNESS WHEREOF:the parties hereto,having read this Agreement in its entirety, including all attachments, do agree in each and every particular and have thus set their hands hereunto. Washington State Department of Ecology Jefferson County Public Health By: By: Gordon White Date David Sullivan Date Shorelands Chair,Board of County Commissioners Program Manager Template Approved to Form by Attorney General's Office Version 10/30/2015 State of Washington Department of Ecology Page 6 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health SCOPE OF WORK Task Number: 1 Task Cost: $945.00 Task Title: Project Administration/Management Task Description: A. The RECIPIENT shall carry out all work necessary to meet ECOLOGY grant or loan administration requirements. Responsibilities include,but are not limited to: maintenance of project records; submittal of requests for reimbursement and corresponding backup documentation; progress reports; and a recipient closeout report(including photos). B. The RECIPIENT shall maintain documentation demonstrating compliance with applicable procurement, contracting,and interlocal agreement requirements;application for, receipt of, and compliance with all required permits, licenses, easements,or property rights necessary for the project; and submittal of required performance items. C. The RECIPIENT shall manage the project. Efforts include, but are not limited to: conducting, coordinating,and scheduling project activities and assuring quality control. Every effort will be made to maintain effective communication with the RECIPIENT's designees;ECOLOGY; all affected local, state,or federal jurisdictions; and any interested individuals or groups. The RECIPIENT shall carry out this project in accordance with any completion dates outlined in this agreement. Task Goal Statement: Properly managed and fully documented project that meets ECOLOGY's grant administrative requirements. Task Expected Outcome: * Timely and complete submittal of requests for reimbursement,quarterly progress reports and recipient closeout report. * Properly maintained project documentation Recipient Task Coordinator: Tami Pokorny Project Administration/Management Deliverables Number Description Due Date 1.1 Quarterly Progress Reports 1.2 Recipient Closeout Report 05/15/2020 1.3 Project Outcome Summary Report 05/15/2020 Version 10/30/2015 ' State of Washington Department of Ecology Page 7 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health SCOPE OF WORK Task Number: 2 Task Cost: $26,330.00 Task Title: Property Acquisition Task Description: The RECIPIENT will work with project partners and landowners to acquire key parcels located in the"Lower One Mile"Reach of the Big Quilcene River floodplain. Property acquisitions involve one or more properties, up to the limit of available funds, in the"lower One Mile Reach (see EAGL Update screen for Exhibit 2.). Acquisition Report: For each property purchased, The RECIPIENT will prepare an Acquisition Report. The Acquisition Report will be completed prior to submittal to Ecology and request for reimbursement.Each Acquisition Report will include but is not limited to the following documents: A. Acquisition Face Sheet(ECOLOGY Form). B. Appraisal including: -Name/Address of seller. -General Vicinity Map. -Site Specific Map. -Legal Description. -Title Report. C. Offer letter of just compensation. D. Settlement Statement or equivalent. E. Hazardous Substances Certification(ECOLOGY Form), and Property Assessment Checklist*,both signed by the County's Public Health Department. Note: If underground tanks/septic have been left on properties until final demolition/decertification,please provide an explanatory note/memorandum of action to be taken. F. Annotated photographic documentation of each property acquired in sufficient quantity and quality to document the state of the properties prior to and after acquisition. "After" photos are particularly needed if site is subsequently cleared of human elements such as structures,wells,septic systems, fencing, etc. G. Conservation Covenant(ECOLOGY Form): All properties acquired shall be protected as open space in perpetuity for floodplain and wetland functions, including a potential setback levee, a natural riverine environment,and as applicable: non-motorized public access trails and viewpoints with restroom facilities,nature preserves, cultivation, grazing and unimproved porous parking. (The Acquisition Report will include the pre-recorded Conservation Covenant and deed. The recorded Conservation Version 10/30/2015 State of Washington Department of Ecology Page 8 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health Covenant and deed will be submitted to Ecology after recording with County). H. Escrow Process: (if applicable): If RECIPIENT requires resources to acquire property in advance of closing. The RECIPIENT can request(an exception to Ecology's reimbursement policy)by going process. through the This process allows Ecology to pay RECIPIENT's grant funds in advance for the property acquisition through the title company. The RECIPIENT,working through an established title company, will provide ECOLOGY with supporting documents including: 1)(Hard copy)(red)Face Sheet for acquisitions. 2)(Electronic)Payment Request entered in Ecology's web based grant system. 3)(Hard copy)Title Company's "Wire Transfer Request" with routing number, and wiring instructions for specific property referenced. 4)(Hard copy) Settlement Statement. 5)Closing date of property. ECOLOGY will wire funds to the title company for acquisition at the time of closing. NOTE: Allow sufficient time for ECOLOGY and the Office of the State Treasurer to process documentation(a minimum of three(3)weeks prior to closing). Task Goal Statement: Acquire specific properties from willing sellers in the lower Big Quilcene valley to restore floodplain to open space in perpetuity per the respective conservation covenants. Task Expected Outcome: Protecting people from flood prone properties; removing structures unrelated to floodplain recovery; and providing open space in perpetuity for floodplain restoration. Recipient Task Coordinator: Tami Pokorny Property Acquisition Deliverables Number Description Due Date 2.1 Acquisition Report for each property purchased. Upload to EAGL. 05/15/2020 2.2 Include Summary report with photos of acquisition and waste removed in 05/15/2020 the RECIPIENT Closeout Report and the Project Outcome Summary Report(Task 1). Version 10/30/2015 ' State of Washington Department of Ecology Page 9 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health SCOPE OF WORK Task Number: 3 Task Cost: $6,535.00 Task Title: Demolition and Cleanup Task Description: A. The RECIPIENT will conduct necessary testing prior to demolition and the cleanup of solid waste and other materials. The RECIPIENT will complete and submit all permitting required by federal, state, and local laws and ordinances, for demolition, cleanup, decommissioning of wells including well casing removal, and decommissioning of the onsite septic system. B. The RECIPIENT will assess the presence and condition of any underground septic and or oil tanks and, if applicable and if necessary, will develop a removal and decommission plan. C. The RECIPIENT will develop and distribute a Request for Proposal(RFP), conduct a proper bid process,and select a contractor to complete the removal and cleanup. D. The RECIPIENT will ensure the completion of the contract to safely remove debris off site, and to dispose of any associated hazardous materials, in an environmentally approved manner,to a certified hazardous waste facility. E. The RECIPIENT will develop two Inadvertent Discovery Plans(IDP)using an approved template provided by ECOLOGY's Project Manager. The RECIPIENT will upload copies of the IDP to EAGL prior to implementation. The RECIPIENT will instruct the contractor to keep the IDPs at each of the project sites,make the IDPs readily available to anyone working at the project sites, discuss the IDPs with the crew working at the project sites, and implement the IDP if and when cultural resources or human remains are found at the project sites. Task Goal Statement: Remove threats to water quality,floodplain function,and habitat in the Lower Big Quilcene. Task Expected Outcome: The expected outcome of this task is the completion of all necessary steps for the safe removal and disposal of any associated debris along the shoreline of Lower Big Quilcene. • Version 10/30/2015 State of Washington Department of Ecology Page 10 of 24 • Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting • Recipient Name: Jefferson County Public Health Recipient Task Coordinator: Tami Pokorny Demolition and Cleanup Deliverables Number Description Due Date 3.1 Complete all required permitting and upload documentation that all permit requirements have been met for each site to EAGL,prior to implementation. 3.2 Complete and upload an Inadvertent Discovery Plan(IDP)for each project site, into EAGL prior to implementation. 3.3 Complete competitive bids,contractor selection, contracting,contract management, and upload all related documentation to EAGL. 3.4 Ensure removal of structures and associated debris from property. The RECIPIENT will provide documentation that this was done to the ECOLOGY Project Manager and will record this in the progress report. 3.5 Include before and after photos of the site in both the Recipient Closeout 05/15/2020 Report and the Project Outcome Summary Final Report(Task 1). Version 10/30/2015 ' State of Washington Department of Ecology Page 11 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health SCOPE OF WORK Task Number: 4 Task Cost: $2,000.00 Task Title: Site Restoration and Revegetation Task Description: The restoration methods,materials, and species for vegetation used by the RECIPIENT will be consistent with specific needs of the properties areas. A. The RECIPIENT will develop a planting plan for each of the properties. The plan will include a map of the planting areas,plant list, identify the responsibilities to be undertaken, and will include a maintenance schedule. B. The RECIPIENT will hire a contractor, or WCC crew if available,to remove invasive vegetation at one or more properties. C. The RECIPIENT will instruct the contractor,or WCC crew,to manually and mechanically remove invasive species, on one or more properties,with a specific focus on controlling all Himalayan Blackberries,and other invasive species, as time allows. D. The RECIPIENT will develop two Inadvertent Discovery Plans(IDP)using an approved template provided by ECOLOGY's Project Manager. The RECIPIENT will upload copies of the IDP to EAGL prior to implementation. The RECIPIENT will instruct the contractor, or WCC crew,to keep the IDPs at the project sites,make the IDP readily available to anyone working at the project sites,discuss the IDP with the crew working at the project sites, and implement the IDP if and when cultural resources or human remains are found at the project sites. E. Once invasive plants and non-native weeds are well controlled,the RECIPIENT will re-vegetate the area by reseeding and planting bare root conifer seedlings at a minimum density of 20 feet on center. Plants used shall be compatible with the site soil conditions, and the appropriate plant protection used to reduce plant mortality. Task Goal Statement: Reduce invasive weed presence and restore properties to their native vegetated state. Task Expected Outcome: Properties acquired to support implementation of the Lower Big Quilcene Restoration Plan are returned to open space and disturbed soils are stabilized by reseeding and replanting of native seedlings. Version 10/30/2015 State of Washington Department of Ecology Page.12 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health Recipient Task Coordinator: Tami Pokorny Site Restoration and Revegetation Deliverables Number Description Due Date 4.1 Complete a detailed planting plan. Upload to EAGL. 4.2 Hire a contractor to remove and treat invasive weeds and plant native species on each property. Upload all related documentation to EAGL. 4.3 Complete and upload an Inadvertent Discovery Plan(IDP)for each project site,into EAGL prior to implementation. 4.4 Include before and after photos of the site in both the Recipient Closeout 05/15/2020 Report and the Project Outcome Summary Final Report(Task 1). Version 10/30/2015 ' State of Washington Department of Ecology Page 13 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health BUDGET Funding Distribution EG190200 NOTE: The above funding distribution number is used to idents this specific agreement and budget on payment remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple funding distribution numbers to identify each budget. Funding Title: Terry Husseman Account(Coastal Protection Funding Type: Grant Funding Effective Date: 11/15/2018 Funding Expiration Date: 05/15/2020 Funding Source: Title: Terry Husseman Account(Costal Protection Fund) Type: State Funding Source%: 100% Description: Terry Husseman Account(Coastal Protection Fund) Approved Indirect Costs Rate: Approved State Indirect Rate: 30% Recipient Match%: 0% InKind Interlocal Allowed: No InKind Other Allowed: No Is this Funding Distribution used to match a federal grant? No Terry Husseman Account(Coastal Protection Fund) Task Total Project Administration/Management $ 945.00 Property Acquisition $ 26,330.00 Demolition and Cleanup $ 6,535.00 Site Restoration and Revegetation $ 2,000.00 Total: $ 35,810.00 Version 10/30/2015 State of Washington Department of Ecology Page 14 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health Funding Distribution Summary Recipient/Ecology Share Funding Distribution Name Recipient Match % Recipient Share Ecology Share Total Terry Husseman Account 0.00 % $ 0.00 $ 35,810.00 $ 35,810.00 (Coastal Protection Fund) Total $ 0.00 $ 35,810.00 $ 35,810.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS GENERAL FEDERAL CONDITIONS If a portion or all of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award,the following terms and conditions apply to you. A. CERTIFICATION REGARDING SUSPENSION,DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION: 1. The RECIPIENT/CONTRACTOR,by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government,or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certify to the statements contained in the certification,they must provide an explanation as to why they cannot. 2. The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person,primary covered transaction,principal, proposal,and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact ECOLOGY for assistance in obtaining a copy of those regulations. 4. The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations,debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 5. The RECIPIENT/CONTRACTOR further agrees by signing this agreement,that it will include this clause titled "CERTIFICATION REGARDING SUSPENSION, DEBARMENT,INELIGIBILITY OR VOLUNTARY EXCLUSION"without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. Pursuant to 2CFR180.330,the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 7. RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Version 10/30/2015 State of Washington Department of Ecology Page 15 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health Federal Regulations may result in the delay or negation of this funding agreement,or pursuance of legal remedies, including suspension and debarment. 8. RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file,that it,and all lower tier recipients or contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved for payment. RECIPIENT/CONTRACTOR must run a search in <http://www.sam.gov>and print a copy of completed searches to document proof of compliance. B. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT(FFATA)REPORTING REQUIREMENTS: CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form(ECY 070-395)and return it with the signed agreement to ECOLOGY. Any CONTRACTOR/RECIPIENT that meets each of the criteria below must report compensation for its five top executives using the FFATA Data Collection Form. • Receives more than$25,000 in federal funds under this award. • Receives more than 80 percent of its annual gross revenues from federal funds. • Receives more than$25,000,000 in annual federal funds. Ecology will not pay any invoices until it has received a completed and signed FFATA Data Collection Form. Ecology is required to report the FFATA information for federally funded agreements, including the required DUNS number,at www.fsrs.gov<http://www.fsrs.gov/>within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspending.gov<http://www.usaspending.gov/>. For more details on FFATA requirements, see www.fsrs.gov<http://www.fsrs.gov/>. Version 10/30/2015 State of Washington Department of Ecology Page'16 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington,Department of Ecology GENERAL TERMS AND CONDITIONS AS OF LAST UPDATED 1/22/2018 VERSION 1. ADMINISTRATIVE REQUIREMENTS a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans—EAGL Edition." (https://fortress.wa.gov/ecy/publications/SummaryPages/1701004.html) b) RECIPIENT shall complete all activities funded by this Agreement and be fully responsible for the proper management of all funds and resources made available under this Agreement. c) RECIPIENT agrees to take complete responsibility for all actions taken under this Agreement, including ensuring all subgrantees and contractors comply with the terms and conditions of this Agreement. ECOLOGY reserves the right to request proof of compliance by subgrantees and contractors. d) RECIPIENT's activities under this Agreement shall be subject to the review and approval by ECOLOGY for the extent and character of all work and services. 2. AMENDMENTS AND MODIFICATIONS This Agreement may be altered,amended, or waived only by a written amendment executed by both parties. No subsequent modification(s)or amendment(s)of this Agreement will be of any force or effect unless in writing and signed by authorized representatives of both parties. ECOLOGY and the RECIPIENT may change their respective staff contacts and administrative information without the concurrence of either party. 3. ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take reasonable action to avoid, minimize, or mitigate adverse effects to archeological and historic resources. The RECIPIENT must agree to hold harmless the State of Washington in relation to any claim related to historical or cultural artifacts discovered,disturbed, or damaged due to the RECIPIENT's project funded under this Agreement. RECIPIENT shall: a) Contact the ECOLOGY Program issuing the grant or loan to discuss any Cultural Resources requirements for their project: • For capital construction projects or land acquisitions for capital construction projects, if required, comply with Governor Executive Order 05-05,Archaeology and Cultural Resources. • For projects with any federal involvement, if required, comply with the National Historic Preservation Act. • Any cultural resources federal or state requirements must be completed prior to the start of any work on the project site. b) If required by the ECOLOGY Program, submit an Inadvertent Discovery Plan(IDP)to ECOLOGY prior to implementing any project that involves ground disturbing activities. ECOLOGY will provide the IDP form. RECIPIENT shall: • Keep the IDP at the project site. • Make the IDP readily available to anyone working at the project site. • Discuss the IDP with staff and contractors working at the project site. • Implement the IDP when cultural resources or human remains are found at the project site. c) If any archeological or historic resources are found while conducting work under this Agreement: • Immediately stop work and notify the ECOLOGY Program,the Department of Archaeology and Historic Preservation at(360) 586-3064,any affected Tribe, and the local government. d) If any human remains are found while conducting work under this Agreement: Version 10/30/2015 • State ofwashington Department of Ecology Page 17 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health • Immediately stop work and notify the local Law Enforcement Agency or Medical Examiner/Coroner's Office,and then the ECOLOGY Program. e) 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. 4. ASSIGNMENT No right or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT. 5. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT's designees, ECOLOGY,all affected local, state, or federal jurisdictions,and any interested individuals or groups. 6. COMPENSATION a) Any work performed prior to effective date of this Agreement will be at the sole expense and risk of the RECIPIENT. ECOLOGY must sign the Agreement before any payment requests can be submitted. b) Payments will be made on a reimbursable basis for approved and completed work as specified in this Agreement. c) RECIPIENT is responsible to determine if costs are eligible. Any questions regarding eligibility should be clarified with ECOLOGY prior to incurring costs. Costs that are conditionally eligible require approval by ECOLOGY prior to expenditure. d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY. e) ECOLOGY will not process payment requests without the proper reimbursement forms,Progress Report and supporting documentation. ECOLOGY will provide instructions for submitting payment requests. f) ECOLOGY will pay the RECIPIENT thirty(30)days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment through Washington State Department of Enterprise Services' Statewide Payee Desk. RECIPIENT must register as a payee by submitting a Statewide Payee Registration form and an IRS W-9 form at the website,http://www.des.wa.gov/services/ContractingPurchasing/Business/VendorPay/Pages/default.aspx. For any questions about the vendor registration process contact the Statewide Payee Help Desk at(360)407-8180 or email payeehelpdesk@watech.wa.gov. h) ECOLOGY may, at its sole discretion,withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agreement. i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein,or a portion thereof, has been completed if,at ECOLOGY's sole discretion,such payment is reasonable and approved according to this Agreement,as appropriate, or upon completion of an audit as specified herein. j) RECIPIENT must submit within thirty(30)days after the expiration date of this Agreement, all financial, performance, and other reports required by this agreement. Failure to comply may result in delayed reimbursement. 7. COMPLIANCE WITH ALL LAWS RECIPIENT agrees to comply fully with all applicable federal, state and local laws, orders,regulations, and permits related to this Agreement,including but not limited to: a) RECIPIENT agrees to comply with all applicable laws, regulations,and policies of the United States and the State of Washington which affect wages and job safety. b) RECIPIENT agrees to be bound by all applicable federal and state laws, regulations, and policies against discrimination. c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the permit and approval processes. Version 10/30/2015 State of Washington Department of Ecology Page i 8 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health ECOLOGY shall have the tight to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 8. CONFLICT OF INTEREST RECIPIENT and ECOLOGY agree that any officer,member, agent, or employee,who exercises any function or responsibility in the review,approval,or carrying out of this Agreement, shall not have any personal or financial interest, direct or indirect,nor affect the interest of any corporation,partnership, or association in which he/she is a part, in this Agreement or the proceeds thereof. 9. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its performance under this Agreement. RECIPIENT shall award all contracts for construction,purchase of goods,equipment, services, and professional architectural and engineering services through a competitive process, if required by State law. RECIPIENT is required to follow procurement procedures that ensure legal,fair, and open competition. RECIPIENT must have a standard procurement process or follow current state procurement procedures. RECIPIENT may be required to provide written certification that they have followed their standard procurement procedures and applicable state law in awarding contracts under this Agreement. ECOLOGY reserves the right to inspect and request copies of all procurement documentation,and review procurement practices related to this Agreement. Any costs incurred as a result of procurement practices not in compliance with state procurement law or the RECIPIENT's normal procedures may be disallowed at ECOLOGY's sole discretion. 10. DISPUTES When there is a dispute with regard to the extent and character of the work, or any other matter related to this Agreement the determination of ECOLOGY will govern, although the RECIPIENT shall have the right to appeal decisions as provided for below: a) RECIPIENT notifies the funding program of an appeal request. b) Appeal request must be in writing and state the disputed issue(s). c) RECIPIENT has the opportunity to be heard and offer evidence in support of its appeal. d) ECOLOGY reviews the RECIPIENT's appeal. e) ECOLOGY sends a written answer within ten(10)business days, unless more time is needed, after concluding the review. The decision of ECOLOGY from an appeal will be final and conclusive,unless within thirty(30)days from the date of such decision,the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County. Review of the Director's decision will not be taken to Environmental and Land Use Hearings Office. Pending final decision of a dispute,the RECIPIENT agrees to proceed diligently with the performance of this Agreement and in accordance with the decision rendered. Nothing in this Agreement will be construed to limit the parties' choice of another mutually acceptable method, in addition to the dispute resolution procedure outlined above. 11. ENVIRONMENTAL DATA STANDARDS a) RECIPIENT shall prepare a Quality Assurance Project Plan(QAPP)for a project that collects or uses environmental measurement data. RECIPIENTS unsure about whether a QAPP is required for their project shall contact Version 10/30/2015 State of Washington Department of Ecology Page 19 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health the ECOLOGY Program issuing the grant or loan. If a QAPP is required,the RECIPIENT shall: • Use ECOLOGY's QAPP Template/Checklist provided by the ECOLOGY,unless ECOLOGY Quality Assurance (QA)officer or the Program QA coordinator instructs otherwise. • Follow ECOLOGY's Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies,July 2004(Ecology Publication No. 04-03-030). • Submit the QAPP to ECOLOGY for review and approval before the start of the work. b) RECIPIENT shall submit environmental data that was collected on a project to ECOLOGY using the Environmental Information Management system(EIM),unless the ECOLOGY Program instructs otherwise. The RECIPIENT must confirm with ECOLOGY that complete and correct data was successfully loaded into EIM,find instructions at: http://www.ecy.wa.gov/eim. c) RECIPIENT shall follow ECOLOGY's data standards when Geographic Information System(GIS)data is collected and processed. Guidelines for Creating and Accessing GIS Data are available at: https://ecology.wa.gov/Research-Data/Data-resources/Geographic-Information-Systems-GIS/Standards. RECIPIENT, when requested by ECOLOGY,shall provide copies to ECOLOGY of all final GIS data layers, imagery,related tables, raw data collection files, map products, and all metadata and project documentation. 12. GOVERNING LAW This Agreement will be governed by the laws of the State of Washington, and the venue of any action brought hereunder will be in the Superior Court of Thurston County. 13. INDEMNIFICATION ECOLOGY will in no way be held responsible for payment of salaries,consultant's fees,and other costs related to the project described herein, except as provided in the Scope of Work. To the extent that the Constitution and laws of the State of Washington permit, each party will indemnify and hold the other harmless from and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that party's agents or employees arising out of this Agreement. 14. INDEPENDENT STATUS The employees,volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees,volunteers, or agents of that party and will not for any purpose be employees,volunteers, or agents of the other party. 15. KICKBACKS RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this Agreement to give up any part of the compensation to which he/she is otherwise entitled to or receive any fee, commission, or gift in return for award of a subcontract hereunder. 16. MINORITY AND WOMEN'S BUSINESS ENTERPRISES (MWBE) RECIPIENT is encouraged to solicit and recruit,to the extent possible,certified minority-owned(MBE)and women-owned(WBE)businesses in purchases and contracts initiated under this Agreement. Contract awards or rejections cannot be made based on MWBE participation;however,the RECIPIENT is encouraged to take the following actions, when possible, in any procurement under this Agreement: a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements,when economically feasible, into smaller tasks or quantities,to permit maximum participation by qualified minority and women's businesses. c) Establish delivery schedules,where work requirements permit,which will encourage participation of qualified Version 10/30/2015 State of Washington Department of Ecology Page 20 of 24 • Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women's Business Enterprises (OMWBE)(866-208-1064)and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. 17. ORDER OF PRECEDENCE In the event of inconsistency in this Agreement, unless otherwise provided herein,the inconsistency shall be resolved by giving precedence in the following order: (a)applicable federal and state statutes and regulations; (b)The Agreement; (c) Scope of Work; (d)Special Terms and Conditions; (e)Any provisions or terms incorporated herein by reference, including the "Administrative Requirements for Recipients of Ecology Grants and Loans"; and(f)the General Terms and Conditions. 18. PRESENTATION AND PROMOTIONAL MATERIALS ECOLOGY reserves the right to approve RECIPIENT's communication documents and materials related to the fulfillment of this Agreement: a) If requested, RECIPIENT shall provide a draft copy to ECOLOGY for review and approval ten(10)business days prior to production and distribution. b) RECIPIENT shall include time for ECOLOGY's review and approval process in their project timeline. c) If requested, RECIPIENT shall provide ECOLOGY two(2)final copies and an electronic copy of any tangible products developed. Copies include any printed materials, and all tangible products developed such as brochures, manuals, pamphlets, videos,audio tapes,CDs,curriculum,posters,media announcements, or gadgets with a message, such as a refrigerator magnet, and any online communications, such as web pages, blogs, and twitter campaigns. If it is not practical to provide a copy,then the RECIPIENT shall provide a description(photographs,drawings,printouts, etc.)that best represents the item. Any communications intended for public distribution that uses ECOLOGY's logo shall comply with ECOLOGY's graphic requirements and any additional requirements specified in this Agreement. Before the use of ECOLOGY's logo contact ECOLOGY for guidelines. RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY. 19. PROGRESS REPORTING a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document timely use of funds. b) RECIPIENT must submit a progress report with each payment request. Payment requests will not be processed without a progress report. ECOLOGY will define the elements and frequency of progress reports. c) RECIPIENT shall use ECOLOGY's provided progress report format. d) Quarterly progress reports will cover the periods from January 1 through March 31, April 1 through June 30, July 1 through September 30,and October 1 through December 31. Reports shall be submitted within thirty(30)days after the end of the quarter being reported. e) RECIPIENT must submit within thirty(30)days of the expiration date of the project,unless an extension has been approved by ECOLOGY, all financial,performance, and other reports required by the agreement and funding program guidelines. RECIPIENT shall use the ECOLOGY provided closeout report format. 20. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property under this Agreement,the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free, nonexclusive, and irrevocable license to reproduce,publish, recover, or otherwise use the material(s)or property,and to Version 10/30/2015 ° State of'Washington Department of Ecology Page 21 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY information; present papers, lectures, or seminars involving information supplied by ECOLOGY; or use logos,reports, maps, or other data in printed reports, signs,brochures,pamphlets, etc., appropriate credit shall be given to ECOLOGY. c) Presentation and Promotional Materials. ECOLOGY shall have the right to use or reproduce any printed or graphic materials produced in fulfillment of this Agreement, in any manner ECOLOGY deems appropriate. ECOLOGY shall acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials. d) Tangible Property Rights. ECOLOGY's current edition of"Administrative Requirements for Recipients of Ecology Grants and Loans," shall control the use and disposition of all real and personal property purchased wholly or in part with funds furnished by ECOLOGY in the absence of state and federal statutes, regulations, or policies to the contrary, or upon specific instructions with respect thereto in this Agreement. e) Personal Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance of the project, it shall be returned to ECOLOGY prior to final payment by ECOLOGY. If said property is lost, stolen,or damaged while in the RECIPIENT's possession,then ECOLOGY shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property. f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: 1. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in this Agreement. 2. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien,or claim which would impair the uses intended by this Agreement. g) Conversions. Regardless of the Agreement expiration date,the RECIPIENT shall not at any time convert any equipment,property, or facility acquired or developed under this Agreement to uses other than those for which assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs of such property. 21. RECORDS, AUDITS,AND INSPECTIONS RECIPIENT shall maintain complete program and financial records relating to this Agreement, including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit trail for all expenditures. b) Be kept in a common file to facilitate audits and inspections. c) Clearly indicate total receipts and expenditures related to this Agreement. d) Be open for audit or inspection by ECOLOGY,or by any duly authorized audit representative of the State of Washington,for a period of at least three(3)years after the final grant payment or loan repayment,or any dispute resolution hereunder. RECIPIENT shall provide clarification and make necessary adjustments if any audits or inspections identify discrepancies in the records. ECOLOGY reserves the right to audit, or have a designated third party audit,applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced. Repetitive instances of incorrect invoicing or inadequate records may be considered cause for termination. All work performed under this Agreement and any property and equipment purchased shall be made available to ECOLOGY and to any authorized state, federal or local representative for inspection at any time during the course of Version 10/30/2015 State of Washington Department of Ecology Page 22 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health this Agreement and for at least three(3)years following grant or loan termination or dispute resolution hereunder. RECIPIENT shall provide right of access to ECOLOGY,or any other authorized representative, at all reasonable times, in order to monitor and evaluate performance, compliance, and any other conditions under this Agreement. 22. RECOVERY OF FUNDS The right of the RECIPIENT to retain monies received as reimbursement payments is contingent upon satisfactory performance of this Agreement and completion of the work described in the Scope of Work. All payments to the RECIPIENT are subject to approval and audit by ECOLOGY, and any unauthorized expenditure(s) or unallowable cost charged to this Agreement shall be refunded to ECOLOGY by the RECIPIENT. RECIPIENT shall refund to ECOLOGY the full amount of any erroneous payment or overpayment under this Agreement. RECIPIENT shall refund by check payable to ECOLOGY the amount of any such reduction of payments or repayments within thirty(30)days of a written notice. Interest will accrue at the rate of twelve percent(12%)per year from the time ECOLOGY demands repayment of funds. Any property acquired under this Agreement, at the option of ECOLOGY,may become ECOLOGY's property and the RECIPIENT's liability to repay monies will be reduced by an amount reflecting the fair value of such property. 23. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, and to this end the provisions of this Agreement are declared to be severable. 24. STATE ENVIRONMENTAL POLICY ACT(SEPA) RECIPIENT must demonstrate to ECOLOGY's satisfaction that compliance with the requirements of the State Environmental Policy Act(Chapter 43.21C RCW and Chapter 197-11 WAC)have been or will be met. Any reimbursements are subject to this provision. 25. SUSPENSION When in the best interest of ECOLOGY,ECOLOGY may at any time,and without cause, suspend this Agreement or any portion thereof for a temporary period by written notice from ECOLOGY to the RECIPIENT.RECIPIENT shall resume performance on the next business day following the suspension period unless another day is specified by ECOLOGY. 26. SUSTAINABLE PRACTICES In order to sustain Washington's natural resources and ecosystems,the RECIPIENT is fully encouraged to implement sustainable practices and to purchase environmentally preferable products under this Agreement. a) Sustainable practices may include such activities as: use of clean energy, use of double-sided printing,hosting low impact meetings, and setting up recycling and composting programs. b) Purchasing may include such items as: sustainably produced products and services, EPEAT registered computers and imaging equipment, independently certified green cleaning products, remanufactured toner cartridges,products with reduced packaging,office products that are refillable,rechargeable, and recyclable, and 100%post-consumer recycled paper. For more suggestions visit ECOLOGY's web page: Green Purchasing, , https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Sustainable-purchasing. 27. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven(7)calendar days prior written notification to the Version 10/30/2015 ' State of`Washington Department of Ecology Page 23 of 24 Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material breach of any term or condition. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to commence work on the project funded within four(4)months after the effective date of this Agreement, or by any date mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work. Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY,to perform any obligation required of it by this Agreement,ECOLOGY may refuse to pay any further funds,terminate in whole or in part this Agreement, and exercise any other rights under this Agreement. Despite the above,the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b) For Convenience ECOLOGY may terminate for convenience this Agreement, in whole or in part, for any reason when it is the best interest of ECOLOGY,with a thirty(30)calendar days prior written notification to the RECIPIENT, except as noted below. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Non-Allocation of Funds. ECOLOGY's ability to make payments is contingent on availability of funding. In the event funding from state, federal or other sources is withdrawn,reduced,or limited in any way after the effective date and prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate the Agreement, in whole or part, or renegotiate the Agreement, subject to new funding limitations or conditions. ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY determines the funding insufficiency is resolved. ECOLOGY may exercise any of these options with no notification or restrictions, although ECOLOGY will make a reasonable attempt to provide notice. In the event of termination or suspension,ECOLOGY will reimburse eligible costs incurred by the recipient/contractor through the effective date of termination or suspension.Reimbursed costs must be agreed to by ECOLOGY and the recipient/contractor. In no event shall ECOLOGY's reimbursement exceed ECOLOGY's total responsibility under the agreement and any amendments. If payments have been discontinued by ECOLOGY due to unavailable funds,the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination. RECIPIENT's obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By Mutual Agreement ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs,reports or other materials prepared by the RECIPIENT under this Agreement,at the option of ECOLOGY,will become property of ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work Version 10/30/2015 State of Washington Department of Ecology Page Z4 of 24 . Agreement No: SEATHA-VER3-JeCoPH-00037 Project Title: Lower Big Quilcene Floodplain Demolitions and Replanting Recipient Name: Jefferson County Public Health completed on such documents and other materials. Nothing contained herein shall preclude ECOLOGY from demanding repayment of all funds paid to the RECIPIENT in accordance with Recovery of Funds, identified herein. 28. THIRD PARTY BENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement,the state of Washington is named as an express third party beneficiary of such subcontracts with full rights as such. 29. WAIVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach, and will not be construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. Version 10/30/2015 WASHINGTON STATE Recreation and Conservation Office Funding Board Project Agreement Project Sponsor: Jefferson County Public Health Project Number: 16-1480C Project Title: Lower Big Quilcene Floodplain Acquisitions Approval Date: 12/8/2016 A. PARTIES OF THE AGREEMENT This Project Agreement(Agreement)is entered into between the State of Washington by and through the Recreation and Conservation Funding Board(RCFB or funding board)and Salmon Recovery Funding Board(SRFB or funding board)and the Recreation and Conservation Office, P.O.Box 40917,Olympia,Washington 98504-0917 and Jefferson County by and through the Jefferson County Public Health(sponsor),615 Sheridan St,Port Townsend,WA 98368 and shall be binding on the agents and all persons acting by or through the parties. The sponsor's Data Universal Numbering System(DUNS)Number is 184826790. B. PURPOSE OF AGREEMENT This Agreement sets out the terms and conditions by which a grant is made from the General Fund-Federal and State Building Construction Account of the State of Washington.The grant is administered by the Recreation and Conservation Office(RCO)to the sponsor for the project named above per the director's authority granted in RCW 79A.25.020. C. DESCRIPTION OF PROJECT Jefferson County will acquire select residential parcels and vacant land located on the floodplain of the Big Quilcene River up to the limit of available funding.These acquisitions will be restored to native vegetation and added to the inventory of existing protected open space lands needed in order to build out the final Lower Big Quilcene Restoration Design. Five properties have been identified as highest priority because they are common to all three preliminary design alternatives and/or fill an important gap in public ownership.Depending upon the geographical extent of the final restoration design,acquisition of additional properties may be necessary,and eight of these have been identified as"Alternative 3"or"Backup"properties.The purpose of the Lower Big Quilcene Restoration Design,a project of HCSEG and its partners, is to reconnect the lower river with its floodplain and distributory channels in order to support the recovery of Hood Canal Summer Chum and other salmonids. D. PERIOD OF PERFORMANCE The period of performance begins on December 8,2016(project start date)and ends on July 31,2019(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 WAC Titles 286,420;or RCFB and/or SRFB policies published in RCO manuals as of the effective date of this agreement. The sponsor must request extensions of the period of performance at least 60 days before the project end date. The sponsor has obligations beyond this period of performance as described in Section E:On-going Obligations. E. ON-GOING OBLIGATIONS For the acquisition portion of this project,the sponsor's on-going obligations shall be in perpetuity and shall survive the completion/termination of this Project Agreement unless otherwise identified in the Agreement or as approved by the funding board. It is the intent of the funding board's conversion policy(see Section 24: Restriction of Conversion)that all lands acquired and or facilities and areas developed, renovated,or restored with funding assistance remain in the public domain in perpetuity. For the planning portion of this project,the sponsor's on-going obligation shall be the same as the period of performance identified in Section D: Period of Performance. F. PROJECT FUNDING The total grant award provided by the funding board for this project shall not exceed$202,926.00. The funding board shall not pay any amount beyond that approved for grant funding of the project and within the funding board's percentage as identified below. The sponsor shall be responsible for all total project costs that exceed this amount. The minimum matching share provided by the sponsor shall be as indicated below: Percentage Dollar Amount Source of Funding SRFB-Salmon State Projects 85.00% $202,926.00 State Project Sponsor 15.00% $35,811.00 Total Project Cost 100.00% $238,737.00 RCO 16-1480C Page 1 of 28 t . i G. FEDERAL FUND INFORMATION This project is match to the following federal funding source(s)and the same provisions apply as if this project were funded by the federal funding source(s)as a federal subaward: Federal Agency: US Dept of Commerce Catalog of Federal Domestic Assistance Number and Name: 11.438-PCSRF Federal Award Identification Number: NA16NMF4380329 Federal Fiscal Year:2016 Federal Award Date:08/09/2016 Total Federal Award:$17,945,000 Federal Award Project Description:FY2016 Pacific Coast Salmon Recovery-Pacific Salmon Treaty Program Sponsor's Indirect Cost Rate: 10.00%of De Minimus base:MTDC,as defined by 2 CFR 200.414(f) If federal funding information is included in this section,this Agreement is funded by a federal subaward from a portion of the total federal award.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,Sub Part F- Audit Requirements,Section 500(2013).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. 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 RCO Agreements with the sponsor if such noncompliance is not promptly cured. H. RIGHTS AND OBLIGATIONS INTERPRETED IN LIGHT OF RELATED DOCUMENTS All rights and obligations of the parties under this Agreement shall be interpreted in light of the information provided in the sponsor's application and the project summary under which the Agreement has been approved as well as documents produced in the course of administering the Agreement, including the eligible scope activities and milestones report incorporated herein by reference.Provided,to the extent that information contained in such documents is inconsistent with this Agreement, it shall not be used to vary the terms of the Agreement, unless those terms are shown to be subject to an unintended error or omission.This"Agreement"as used here and elsewhere in this document,unless otherwise specifically stated,has the meaning set forth in the definition of the Standard Terms and Conditions. I. AMENDMENTS MUST BE SIGNED IN WRITING Except as provided herein, no amendment/deletions of any of the terms or conditions of this Agreement will be effective unless provided in writing and signed by both parties. Except,extensions of the period of performance and minor scope adjustments need only be signed by RCO's director or designee, unless the consent of the sponsor to an extension is required by its auditing policies, regulations,or legal requirements,in which case, no extension shall be effective until so consented. J. COMPLIANCE WITH APPLICABLE STATUTES,RULES,AND RCFB-SRFB POLICIES This agreement is governed by,and the sponsor shall comply with,all applicable state and federal laws and regulations,including any applicable 16 U.S.C.3645(d)(2),2 C.F.R. Part 1327, RCW 77.85,WAC 420 and RCFB and/or SRFB policies published in RCO manuals as of the effective date of this agreement,all of which are incorporated herein by this reference as if fully set forth. K. SPECIAL CONDITIONS None L. AGREEMENT CONTACTS The parties will provide all written communications and notices under this Agreement to the mail address or the email address listed below if not both: Project Contact SRFB Name: Tami Pokorny Recreation and Conservation Office Title: Natural Resources Specialist Natural Resources Building Address: 615 Sheridan St PO Box 40917 Port Townsend,WA 98368 Olympia,Washington 98504-0917 Email: tpokorny@co.jefferson.wa.us These addresses shall be effective until receipt by one party from the other of a written notice of any change. RCO 16-1480C Page 2 of 28 I M. 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. N. EFFECTIVE DATE This Agreement,for project 16-1480C,shall be subject to the written approval of the RCO's authorized representative and shall not be effective and binding until the date signed by both the sponsor and the RCO,whichever is later (Effective Date).Reimbursements for eligible and allowable costs incurred within the period of performance identified in Section D:Period of Performance 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.The signators listed below represent and warrant their authority to bind the parties to this Agreement. Jefferson County Public Health By: Date: Name: (printed) Title: State of Washington,Recreation Conservation Office On behalf of the Recreation and Conservation Funding Board(RCFB or funding board)and Salmon Recovery Funding Board(SRFB or funding board) By: Date: Kaleen Cottingham Director Recreation and Conservation Office Pre-approved as to form: By: /s/ Date: June 13,2016 Assistant Attorney General RCO 16-1480C Page 3 of 28 Standard Terms and Conditions of the Project Agreement Table of Contents Page SECTION 1. CITATIONS,HEADINGS AND DEFINITIONS 6 SECTION 2. PERFORMANCE BY THE SPONSOR 7 SECTION 3. ASSIGNMENT 7 SECTION 4. RESPONSIBILITY FOR PROJECT 7 SECTION 5. INDEMNIFICATION 7 SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR 8 SECTION 7. CONFLICT OF INTEREST 8 SECTION 8. COMPLIANCE WITH APPLICABLE LAW 8 SECTION 9. RECORDS 9 SECTION 10. PROJECT FUNDING 9 SECTION 11. PROJECT REIMBURSEMENTS 10 SECTION 12. ADVANCE PAYMENTS 10 SECTION 13. RECOVERY OF PAYMENTS 11 SECTION 14. COVENANT AGAINST CONTINGENT FEES 11 SECTION 15. INCOME AND USE OF INCOME 11 SECTION 16. PROCUREMENT REQUIREMENTS 11 SECTION 17. TREATMENT OF EQUIPMENT 12 SECTION 18. RIGHT OF INSPECTION 12 SECTION 19. STEWARDSHIP AND MONITORING 12 SECTION 20. PREFERENCES FOR RESIDENTS 12 SECTION 21. ACKNOWLEDGMENT AND SIGNS 12 SECTION 22. PROVISIONS APPLYING TO DEVELOPMENT,MAINTENANCE,RENOVATION,AND RESTORATION PROJECTS 13 SECTION 23. PROVISIONS APPLYING TO ACQUISITION PROJECTS 13 SECTION 24. RESTRICTION ON CONVERSION OF REAL PROPERTY AND/OR FACILITIES TO OTHER USES 14 SECTION 25. CONSTRUCTION,OPERATION,USE AND MAINTENANCE OF ASSISTED PROJECTS.. 14 SECTION 26. PROVISIONS RELATED TO CORPORATE(INCLUDING NONPROFIT)SPONSORS 15 RCO 16-1480C Page 4 of 28 SECTION 27. PROVISIONS FOR FEDERAL SUBAWARDS ONLY 15 SECTION 28. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION PROJECTS ONLY 17 SECTION 29. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS ONLY 17 SECTION 30. PROVISIONS FOR FARMLAND PRESERVATION ACCOUNT PROJECTS ONLY 17 SECTION 31. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY 17 SECTION 32. PROVISIONS FOR PUGET SOUND ACQUISITION AND RESTORATION PROJECTS ONLY 18 SECTION 33. PROVISIONS FOR ESTUARY AND SALMON RESTORATION PROGRAM-EPA AND MARINE SHORELINE PROTECTION PROJECTS ONLY 20 SECTION 34. PROVISIONS FOR ESTUARY AND SALMON RESTORATION PROGRAM-EPA PROJECTS ONLY 24 SECTION 35. PROVISIONS FOR MARINE SHORELINE PROTECTION PROGRAM PROJECTS ONLY .. 24 SECTION 36. ORDER OF PRECEDENCE 26 SECTION 37. AMENDMENTS 26 SECTION 38. LIMITATION OF AUTHORITY 26 SECTION 39. WAIVER OF DEFAULT 26 SECTION 40. APPLICATION REPRESENTATIONS--MISREPRESENTATIONS OR INACCURACY OR BREACH 26 SECTION 41. SPECIFIC PERFORMANCE 27 SECTION 42. TERMINATION 27 SECTION 43. DISPUTE HEARING 27 SECTION 44. ATTORNEYS'FEES 27 SECTION 45. GOVERNING LAW/VENUE 27 SECTION 46. PROVISIONS APPLICABLE ONLY IF FEDERALLY RECOGNIZED INDIAN TRIBE IS THE SPONSOR 28 SECTION 47. SEVERABILITY 28 RCO 16-1480C Page 5 of 28 WASHINGTON STATE Recreation and Conservation Office Standard Terms and Conditions of the Project Agreement Project Sponsor: Jefferson County Public Health Project Number: 16-1480C Project Title: Lower Big Quilcene Floodplain Acquisitions Approval Date:12/8/2016 SECTION 1. CITATIONS,HEADINGS AND DEFINITIONS A. Any citations referencing specific documents refer to the current version at the date of project Agreement and/or any revisions in the future. 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: acquisition project-A project that purchases or receives a donation of fee or less than fee interests in real property.These interests include,but are not limited to,conservation easements,access/trail easements,covenants,water rights,leases,and mineral rights. Agreement or Project Agreement-The document entitled"Project Agreement" accepted by all parties to the present transaction,including without limitation these Standard Terms and Conditions,all attachments, addendums,and amendments, and any intergovernmental agreements or other documents that are incorporated into the Project Agreement subject to any limitations on their effect. applicant-Any party that meets the qualifying standards, including deadlines,for submission of an application soliciting a grant of funds from the funding board. 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. C.F.R.-Code of Federal Regulations contractor-An entity that receives a contract from a sponsor.A contract is a legal instrument by which a non-Federal entity (sponsor)purchases property or services to carry out the project or program under a Federal award.A contractor is not the same as the sponsor or subrecipient.A contract is for the purpose of obtaining goods and services for the non-Federal entity's (sponsor's)own use and creates a procurement relationship with the contractor(2 C.F.R§200.23(2013)). development project-A project that results in the construction of or work resulting in new elements,including but not limited to structures,facilities,and/or materials to enhance outdoor recreation resources. director-The chief executive officer of the Recreation and Conservation Office or that person's designee. education project-A project that provides information,education,and outreach programs for the benefit of outdoor recreationists. education and enforcement project-A project that provides information,education,and outreach programs;encourages responsible recreational behavior,and may provide law enforcement for the benefit of outdoor recreationists. equipment-Tangible personal property(including information technology systems)having a useful life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by the sponsor or$5,000 (2 C.F.R.§200.33(2013)). funding board-The board that authorized the funds in this Agreement,either the Recreation and Conservation Funding Board (RCFB)created under chapter 79A.25.110 RCW,or the Salmon Recovery Funding Board(SRFB)created under chapter 77.85.110 RCW. 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.§200.56 (2013)). landowner agreement-An agreement that is required between a sponsor and landowner for projects located on land not owned,or otherwise controlled,by the sponsor. maintenance project-A project that maintains existing areas and facilities through repairs and upkeep for the benefit of outdoor recreationists. maintenance and operation project-A project that maintains existing areas and facilities through repairs, upkeep,and routine servicing for the benefit of outdoor recreationists. match or matching share-The portion of the total project cost provided by the sponsor. milestone-An important event with a defined date to track an activity related to implementation of a funded project and monitor significant stages of project accomplishment. pass-through entity-A non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program(2 C.F.R.§200.74(2013)). If this Agreement is a federal subaward, RCO is the pass-through entity. period of performance-The time during which the sponsor may incur new obligations to carry out the work authorized under this this Agreement(2 C.F.R.§200.77(2013)). planning(RCFB projects only)-A project that results in one or more of the following:a study, a plan,construction plans and specifications,and permits to increase the availability of outdoor recreational resources. planning(SRFB projects only)-A project that results in a study,assessment,project design,or inventory. pre-agreement cost-A project cost incurred before the period of performance. RCO 16-1480C Page 6 of 28 project-An undertaking that is,or may be,funded in whole or in part with funds administered by RCO on behalf of the funding board. project cost-The total allowable costs incurred under this Agreement and all required match share and voluntary committed matching share,including third-party contributions(2 C.F.R.§200.83(2013)). RCO-Recreation and Conservation Office-The state office that provides administrative support to the Recreation and Conservation Funding Board and Salmon Recovery Funding Board.RCO includes the director and staff,created by Chapters 79A.25.110 and 79A.25.150 RCW and charged with administering this Agreement by Chapters 77.85.110 and 79A.25.240 RCW. 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 original expectations or functions.This does not include maintenance activities to maintain the facility for its originally expected useful service life. restoration project-A project that brings a site back to its historic function as part of a natural ecosystem or improves the ecological functionality of a site. RCW-Revised Code of Washington RTP-Recreational Trails Program-A federal grant program administered by RCO that allows for the development and maintenance of backcountry trails. secondary sponsor-one of two or more eligible organizations that sponsors a grant-funded project.Of these two sponsors, only one-the primary sponsor-may be the fiscal agent. sponsor or primary sponsor-The eligible applicant who has been awarded a grant of funds and is bound by this executed Agreement;includes its officers,employees,agents and successors.For projects funded with federal money,the sponsor is a subrecipient,which is a non-Federal 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.§200.93(2013)). subaward- An award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal 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 program.A subaward may be provided through any form of legal agreement,including an agreement that the pass-through entity considers a contract(2 C.F.R.§200.92(2013)).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.§200.330(2013)). If this Agreement is a Federal subaward,the subaward amount is the grant program amount in Section F: Project Funding. subrecipient-Subrecipient means a non-Federal 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.§200.93(2013)).If this Agreement is a Federal subaward,the sponsor is the subrecipient. WAC-Washington Administrative Code. SECTION 2. PERFORMANCE BY THE SPONSOR The sponsor and secondary sponsor where applicable,shall undertake the project as described in this Agreement,the sponsor's application,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 funding board.All submitted documents are incorporated by this reference as if fully set forth herein.Also see Section 36:Order of Precedence. 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. SECTION 3. ASSIGNMENT Neither this Agreement,nor any claim arising under this Agreement,shall be transferred or assigned by the sponsor without prior written consent of the RCO. SECTION 4. RESPONSIBILITY FOR PROJECT While the funding board undertakes to assist the sponsor with the project by providing a grant pursuant to this Agreement,the project itself remains the sole responsibility of the sponsor.The funding board undertakes no responsibilities to the sponsor,a secondary 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 is sponsored by more than one entity,any and all sponsors are equally responsible for the project and all post-completion stewardship responsibilities. SECTION 5. 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 of,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 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 RCO 16-1480C Page 7 of 28 agents,employees,contractors,subcontractors or vendors,of any tier,or any other persons for whom the Sponsor is legally liable, and(b)the State its employees and agents for whom it is vicariously liable,the indemnity obligation shall be valid and enforceable only to the extent of the sponsor's negligence or the negligence of the sponsor's agents,employees,contractors,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be legally liable. This provision shall be included in any Agreement between sponsor and any contractors,subcontractors and vendors,of any tier. 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 State, its agents,officers and employees pursuant to the Agreement;provided that 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 State's, its agents',officers'and employees'failure to comply with specific written instructions regarding use provided to 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 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. The RCO is included within the term State,as are all other agencies,departments,boards,or other entities of state government. SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR The sponsor and its employees or agents performing under this Agreement are not officers,employees or agents of the funding board or RCO.The sponsor will not hold itself out as nor claim to be an officer,employee or agent of RCO,a funding board 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 Chapters 41.06 or 28B RCW. 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. SECTION 7. 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. SECTION 8. COMPLIANCE WITH APPLICABLE LAW The sponsor will implement the Agreement in accordance with applicable federal,state,and local laws, regulations and RCO and funding board policies regardless of whether the sponsor is a public or non-public organization. The sponsor shall comply with,and RCO is not responsible for determining compliance with,any and all applicable federal,state,and local laws,regulations,and/or policies,including,but not limited to:State Environmental Policy Act; Industrial Insurance Coverage; Architectural Barriers Act;permits(shoreline,Hydraulics Project Approval,demolition);land use regulations(critical areas ordinances, Growth Management Act);federal and state safety and health regulations(Occupational Safety and Health Administration/Washington Industrial Safety and Health Act);and Buy American Act. 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 Act. 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 funding board.The sponsor is responsible for any and all costs or liability arising from the sponsor's failure to so comply with applicable law. B. 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 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 39.12.040.The sponsor also agrees to comply with the provisions of the rules and regulations of the Washington State Department of Labor and Industries. RCO 16-1480C Page 8 of 28 C. Archaeological and Cultural Resources.The RCO facilitates the review of applicable projects for potential impacts to archaeological sites and state cultural resources.The sponsor must assist RCO in compliance with Executive Order 05-05 or the National Historic Preservation Act before initiating ground-disturbing activity.The funding board requires documented compliance with Executive Order 05-05 or Section 106 of the National Historic Preservation Act,whichever is applicable to the project. If a federal agency declines to consult,the sponsor shall comply with the requirements of Executive Order 05-05. In the event that archaeological or historic materials are discovered during project activities,work in the location of discovery and immediate vicinity must stop instantly,the area must be secured,and notification must be provided to the following:concerned Tribes' cultural staff and cultural committees, RCO,and the State Department of Archaeology and Historic Preservation. If human remains are discovered during project activity,work in the location of discovery and immediate vicinity must stop instantly,the area must be secured,and notification provided to the concerned Tribe's cultural staff and cultural committee,RCO,State Department of Archaeology,the coroner and local law enforcement in the most expeditious manner possible according to RCW 68.50. 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 that is on the"Contractors not Allowed to Bid on Public Works Projects"list. SECTION 9. RECORDS A. Maintenance.The sponsor shall maintain books, records,documents,data and other evidence 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 six years from the date RCO deems the project complete,as defined in Section 11: Project Reimbursements. If any litigation,claim or audit is started before the expiration of the six(6)year period,the records shall be retained until all litigation,claims,or audit findings involving the records have been resolved. B. 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. C. Public Records.Sponsor acknowledges that the funding board 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.Additionally, in compliance with RCW 77.85.130(8),sponsor agrees to disclose any information in regards to expenditure of any funding received from the SRFB.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 document 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. SECTION 10. PROJECT FUNDING A. Authority.This agreement is funded through a grant award from the recreation and conservation funding board per WAC 286-13-050 and/or the salmon recovery funding board per WAC 420-04-050.The director of RCO enters into this agreement per delegated authority in RCW 79A.25.020 and 77.85.120. B. Additional Amounts.The funding board 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 funding board or 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 funding board policy,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-agreements costs before the federal award date in Section F: Project Funding are ineligible unless approved by the federal award agency(2 C.F.R§200.458(2013)). RCO 16-1480C Page 9 of 28 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 funding board may have under this Agreement,the grant amounts identified in this Agreement shall be reduced to exclude any such expenditure from participation. SECTION 11. PROJECT REIMBURSEMENTS A. Reimbursement Basis.This Agreement is administered on a reimbursement basis per WAC 286-13 and/or 420-12.The sponsors may only request reimbursement for eligible and allowable costs incurred during the period of performance.The sponsor may only request reimbursement 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 Section F: Project Funding. 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,which the sponsor may use as part of its percentage.All reimbursement requests must include proper documentation of expenditures as required by RCO. B. Reimbursement Request Frequency.Sponsors are encouraged to send RCO a reimbursement request at least quarterly. Sponsors are 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 recently published/adopted RCO policies and procedures 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 by the sponsor. D. Retainage Held Until Project Complete. RCO reserves the right to withhold disbursement of up to the final ten percent(10%)of the total amount of the grant to the sponsor until the project has been completed.A project is considered"complete"when: 1.All approved or required activities outlined in the Agreement are done; 2.On-site signs are in place(if applicable); 3.A final project report is submitted to and accepted by RCO; 4.Any other required documents are complete and submitted to RCO; 5.A final reimbursement request is submitted to RCO; 6.The completed project has been accepted by RCO; 7.Final amendments have been processed;and 8.Fiscal transactions are complete. 9.RCO has accepted a final boundary map, if required for the project,for which the Agreement terms will apply in the future. E. Requirements for Federal Subawards:Match.The sponsor's matching share must comply with 2 C.F.R.§200.306(2013).Any shared costs or matching funds and all contributions,including cash and third party in-kind contributions,must 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,Subpart E-Cost Principles(2013); 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 Section G:Federal Fund Information of this Agreement;and 7.Conform to other provisions of 2 C.F.R.Part 200,Subpart D-Post Federal Award Requirements(2013),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). SECTION 12. ADVANCE PAYMENTS Advance payments of or in anticipation of goods or services are not allowed unless approved by the RCO director and are consistent with legal requirements and Manual 8:Reimbursements.See WAC 420-12. RCO 16-1480C Page 10 of 28 SECTION 13. 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,or meet its percentage of the project total, RCO reserves the right to 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. Overpayment Payments.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 that payment becomes due and owing. C. Requirements for Federal Subawards.The pass-through entity(RCO)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). SECTION 14. 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 without liability or, in its 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. SECTION 15. INCOME AND USE OF INCOME A. RCFB Projects.See WAC 286-13-110 for additional requirements for projects funded from the RCFB. B. Income. 1. 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. 2. Fees. User and/or other fees may be charged in connection with land acquired or facilities developed,maintained, renovated,or restored with funding board grants if the fees are consistent with the: (a) Value of any service(s)furnished; (b) Value of any opportunities furnished;and (c) Prevailing range of public fees in the state for the activity involved. (d) Excepted are Firearms and Archery Range Recreation Program safety classes (firearm and/or hunter)for which a facility/range fee must not be charged(RCW 79A.25.210). C. Use of income. Regardless of whether income or fees in a project work site(including entrance,utility corridor permit,cattle grazing,timber harvesting,farming,etc.)are gained during or after the reimbursement period cited in the Agreement,unless precluded by state or federal law,the revenue may only 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 funding board grant; 4. The expense of operation,maintenance,stewardship,monitoring,and/or repair of other similar units in the sponsor's system;and/or 5. Capital expenses for similar acquisition and/or development and renovation. D. Requirements for Federal Subawards.Sponsors must also comply with 2 C.F.R.§200.307 Program income(2013). SECTION 16. PROCUREMENT REQUIREMENTS A. Procurement Requirements. If Sponsors have a procurement process that follows applicable state and/or required federal procurement principles,it must be followed. 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. Comply with the same legal standards regarding unlawful discrimination based upon race,ethnicity,sex,or sex-orientation that are applicable to state agencies in selecting a bidder or proposer. 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 other 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. RCO 16-1480C Page 11 of 28 B. Requirements for Federal Subawards. 1. For all Federal subawards except RTP projects, non-Federal entities(sponsors)must follow 2 C.F.R§§200.318 General procurement standards through 200.326 Contract Provisions(2013). 2. For RTP subawards,sponsors follow such policies and procedures allowed by the State when procuring property and services under a Federal award(2 C.F.R§1201.317(2013)).State procurement policies are in subsection A of this section. SECTION 17. TREATMENT OF EQUIPMENT A. Discontinued Use. Equipment shall remain in the possession of the sponsor for the duration of the project or applicable grant program.When the sponsor discontinues use of the equipment for the purpose for which it was funded, RCO will require the sponsor to deliver the equipment to RCO,dispose of the equipment according to RCO policies,or return the fair market value of the equipment to RCO.Equipment shall be used only for the purpose of this Agreement,unless otherwise provided herein or approved by RCO in writing. B. Loss or Damage.The sponsor shall be responsible for any loss or damage to equipment which results from the negligence of the sponsor or which results from the failure on the part of the sponsor to maintain and administer that equipment in accordance with sound management practices. C. Requirements for Federal Subawards.Except RTP,procedures for managing equipment(including replacement equipment), whether acquired in whole or in part under a Federal award, until disposition takes place will,as a minimum,meet the following requirements(2 C.F.R§200.313(2013)): 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 FAIN),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. D. Requirements for RTP Subawards.The subrecipient(sponsor)shall follow such policies and procedures allowed by the State with respect to the use,management and disposal of equipment acquired under a Federal award(2 C.F.R§1201.313(2013)). SECTION 18. 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,compliance, and/or quality assurance under this Agreement. If a landowner agreement or other form of control and tenure as described in Section 22.B:Control and Tenure has been executed, it will further stipulate and define the funding board and RCO's right to inspect and access lands acquired or developed with funding board assistance. SECTION 19. STEWARDSHIP AND MONITORING Sponsor agrees to perform monitoring and stewardship functions as stated in policy documents approved by the funding boards or RCO.Sponsor further agrees to utilize,where applicable and financially feasible,any monitoring protocols recommended by the funding board. SECTION 20. PREFERENCES FOR RESIDENTS Sponsors shall not express a preference for users of grant assisted projects on the basis of residence(including preferential reservation,membership,and/or permit systems)except that reasonable differences in admission and other fees may be maintained on the basis of residence.Even so,the funding board discourages the imposition of differential fees. Fees for nonresidents must not exceed twice the fee imposed on residents.Where there is no fee for residents but a fee is charged to nonresidents,the nonresident fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities. SECTION 21. ACKNOWLEDGMENT AND SIGNS A. Publications.The sponsor shall include language which acknowledges the funding contribution of the applicable grant program to this project in any release or other publication developed or modified for,or referring to,the project during the project period and in the future. B. Signs.The sponsor also shall post signs or other appropriate media during the project period of performance and in the future at project entrances and other locations on the project which acknowledge the applicable grant program's funding contribution, unless exempted in funding board policy or waived by the director. RCO 16-1480C Page 12 of 28 C. Ceremonies.The sponsor shall notify RCO no later than two weeks before a dedication ceremony for this project.The sponsor shall verbally acknowledge the applicable grant program's funding contribution at all dedication ceremonies. D. 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,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. SECTION 22. PROVISIONS APPLYING TO DEVELOPMENT,MAINTENANCE,RENOVATION AND RESTORATION PROJECTS The following provisions shall be in force only if the project described in this Agreement is for construction of land or facilities in a development,maintenance,renovation or restoration project: A. Document Review and Approval.The sponsor agrees to submit one copy of all construction plans and specifications to RCO for review prior to implementation or as otherwise identified in the milestones.Review and approval by RCO will be for compliance with the terms of this Agreement.Only change orders that impact the amount of funding or changes to the scope of the project as described to and approved by the funding board or RCO must receive prior written approval. B. Control and Tenure.The sponsor must provide documentation that shows appropriate tenure(landowner agreement, long-term lease,easement,or fee simple ownership)for the land proposed for construction.The documentation must meet current RCO requirements identified in the appropriate grant program policy manual as of the effective date of this Agreement. C. Nondiscrimination. 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." D. Use of Best Management Practices.Sponsors are encouraged to use best management practices developed as part of the Washington State Aquatic Habitat Guidelines(AHG)Program.AHG documents include"Integrated Streambank Protection Guidelines",2002;"Protecting Nearshore Habitat and Functions in Puget Sound",2010;"Stream Habitat Restoration Guidelines", 2012;"Water Crossing Design Guidelines",2013;and"Marine Shoreline Design Guidelines",2014.These documents,along with new and updated guidance documents,and other information are available on the AHG Web site.Sponsors are also encouraged to use best management practices developed by the Washington Invasive Species Council(WISC)described in"Reducing Accidental Introductions of Invasive Species"which is available on the WISC Web site. SECTION 23. PROVISIONS APPLYING TO ACQUISITION PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition project: A. Evidence of Land Value. Before disbursement of funds by RCO as provided under this Agreement,the sponsor agrees to supply documentation acceptable to RCO that the cost of the property rights acquired has been established according to funding board policy. B. Evidence of Title.The sponsor agrees to provide documentation that shows the type of ownership interest for the property that has been acquired.This shall be done before any payment of financial assistance. C. Legal Description of Real Property Rights Acquired.The legal description of the real property rights purchased with funding assistance provided through this project Agreement(and protected by a recorded conveyance of rights to the State of Washington)shall be incorporated into the Agreement before final payment. D. Conveyance of Rights to the State of Washington.When real property rights(both fee simple and lesser interests)are acquired, the sponsor agrees to execute an appropriate document conveying certain rights and responsibilities to RCO,on behalf of the State of Washington.These documents include a Deed of Right,Assignment of Rights, Easements and/or Leases as described below.The sponsor agrees to use document language provided by RCO,to record the executed document in the County where the real property lies,and to provide a copy of the recorded document to RCO.The document required will vary depending on the project type,the real property rights being acquired and whether or not those rights are being acquired in perpetuity. 1. Deed of Right.The Deed of Right conveys to the people of the state of Washington the right to preserve,protect,and/or use the property for public purposes consistent with the fund source.See WAC 420-12 or 286-13.Sponsors shall use this document when acquiring real property rights that include the underlying land.This document may also be applicable for those easements where the sponsor has acquired a perpetual easement for public purposes. 2. Assignment of Rights.The Assignment of Rights document transfers certain rights such as access and enforcement to RCO. Sponsors shall use this document when an easement or lease is being acquired for habitat conservation or salmon recovery purposes.The Assignment of Rights requires the signature of the underlying landowner and must be incorporated by reference in the easement document. 3. Easements and Leases.The sponsor may incorporate required language from the Deed of Right or Assignment of Rights directly into the easement or lease document,thereby eliminating the requirement for a separate document.Language will depend on the situation;sponsor must obtain RCO approval on the draft language prior to executing the easement or lease. RCO 16-1480C Page 13 of 28 E. Real Property Acquisition and Relocation Assistance 1. Federal Acquisition Policies.When federal funds are part of this Agreement,the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 84 Stat. 1894 (1970)--Public Law 91-646,as amended by the Surface Transportation and Uniform Relocation Assistance Act, PL 100-17-1987,and applicable regulations and procedures of the federal agency implementing that Act. 2. State Acquisition Policies.When state funds are part of this Agreement,the sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policy of the State of Washington,Chapter 8.26 RCW,and Chapter 468-100 WAC. 3. Housing and Relocation. In the event that housing and relocation costs,as required by federal law set out in subsection(1) above and/or state law set out in subsection(2)above,are involved in the execution of this project,the sponsor agrees to provide any housing and relocation assistance required. F. Buildings and Structures. In general,grant funds are to be used for outdoor recreation,habitat conservation,or salmon recovery. Sponsors agree to remove or demolish ineligible structures.Sponsors must consult RCO regarding compliance with Section 8.C.: Archaeological and Cultural Resources before structures are removed or demolished. G. Hazardous Substances. 1. Certification.The sponsor shall inspect, investigate,and conduct an environmental audit of the proposed acquisition site for the presence of hazardous substances,as defined in RCW 70.105D.020(10),and certify: a. No hazardous substances were found on the site,or b.Any hazardous substances found have been treated and/or disposed of in compliance with applicable state and federal laws,and the site deemed"clean." 2. Responsibility. Nothing in this provision alters the sponsor's duties and liabilities regarding hazardous substances as set forth in RCW 70.105D. 3. Hold Harmless.The sponsor will defend,protect and hold harmless RCO and any and all of its employees and/or agents, from and against any and all liability,cost(including but not limited to all costs of defense and attorneys'fees)and any and all loss of any nature from any and all claims or suits resulting from the presence of,or the release or threatened release of, hazardous substances on the property the sponsor is acquiring. H. Requirements for Federal Subawards.The non-Federal entity(sponsor)must submit reports at least annually on the status of real property in which the Federal Government retains an interest, unless the Federal interest in the real property extends 15 years or longer. In those instances where the Federal interest attached is for a period of 15 years or more,the Federal awarding agency or the pass-through entity(RCO),at its option,may require the sponsor to report at various multi-year frequencies(e.g., every two years or every three years,not to exceed a five-year reporting period;or a Federal awarding agency or RCO may require annual reporting for the first three years of a Federal award and thereafter require reporting every five years)(2 C.F.R§ 200.329(2013)). SECTION 24. RESTRICTION ON CONVERSION OF REAL PROPERTY AND/OR FACILITIES TO OTHER USES The sponsor shall not at any time convert any real property(including any interest therein)or facility acquired,developed,maintained, renovated,and/or restored pursuant to this Agreement to uses other than those purposes for which funds were approved without prior approval of the funding board in compliance with applicable statutes,rules,and funding board policies.Also see WAC Title 286 or 420. It is the intent of the funding board's conversion policy,current or as amended in the future,that all real property or facilities acquired,developed,renovated,and/or restored with funding assistance remain in the public domain in perpetuity unless otherwise identified in the Agreement or as approved by the funding board.Determination of whether a conversion has occurred shall be based upon applicable law and RCFB/SRFB policies. For acquisition projects that are term limited,such as one involving a lease or a term-limited restoration, renovation or development project or easement,this restriction on conversion shall apply only for the length of the term, unless otherwise provided in written documents or required by applicable state or federal law. In such case,the restriction applies to such projects for the length of the term specified by the lease,easement,deed,or landowner agreement. When a conversion has been determined to have occurred,the sponsor is required to remedy the conversion per established funding board policies. SECTION 25. CONSTRUCTION,OPERATION,USE AND MAINTENANCE OF ASSISTED PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition,development,maintenance, renovation or restoration project: A. Property and facility operation and maintenance.Sponsor must ensure that properties or facilities assisted with funding board funds, including undeveloped sites,are built,operated, used,and maintained: 1. According to applicable federal,state,and local laws and regulations, including public health standards and building codes. 2. In a reasonably safe condition for the project's intended use. 3. Throughout its estimated useful service life so as to prevent undue deterioration. 4. In compliance with all federal and state nondiscrimination laws,regulations and policies. RCO 16-1480C Page 14 of 28 B. Open to the public. Facilities open and accessible to the general public must: 1. Be constructed and maintained to meet or exceed the minimum requirements of the most current local or state codes, Uniform Federal Accessibility Standards,guidelines,or rules, including but not limited to:the International Building Code, the Americans with Disabilities Act,and the Architectural Barriers Act,as updated. 2. Appear attractive and inviting to the public except for brief installation,construction,or maintenance periods. 3. Be available for use by the general public without reservation at reasonable hours and times of the year,according to the type of area or facility. SECTION 26. PROVISIONS RELATED TO CORPORATE(INCLUDING NONPROFIT)SPONSORS A corporate sponsor, including any nonprofit sponsor,shall: A. Maintain corporate status with the state,including registering with the Washington Secretary of State's office,throughout the sponsor's obligation to the project as identified in the Agreement. B. Notify RCO prior to corporate dissolution at any time during the period of performance or long-term obligations.Within 30 days of dissolution the sponsor shall name a qualified successor that will agree in writing to assume any on-going project responsibilities. A qualified successor is any party eligible to apply for funds in the subject grant program and capable of complying with the terms and conditions of this Agreement. RCO will process an amendment transferring the sponsor's obligation to the qualified successor if requirements are met. C. Sites or facilities open to the public may not require exclusive use,(e.g.,members only). SECTION 27. PROVISIONS FOR FEDERAL SUBAWARDS ONLY The following provisions shall be in force only if the project described in this Agreement is funded with a federal subaward as identified in Section G:Federal Fund Information. A. Equal Employment Opportunity. Except as otherwise provided under 41 C.F.R.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. 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.§60,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Federally assisted construction contract means 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.(41 C.F.R.§60-1.3) Construction work means 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.(41 C.F.R.§60-1.3) B. 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.3141-3144,and 3146-3148)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 Section G: Federal Fund Information. 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 G: Federal Fund Information. RCO 16-1480C Page 15 of 28 C. 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. D. 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. E. Clean Air Act(42 U.S.C.7401-7671 q.)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 G:Federal Fund Information and the Regional Office of the Environmental Protection Agency(EPA). F. Byrd Anti-Lobbying Amendment(31 U.S.C. 1352).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. G. 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 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. H. 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)). I. Debarment and Suspension(Executive Orders 12549 and 12689).The sponsor must not award a contract (see 2 C.F.R§ 180.220)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. RCO 16-1480C Page 16 of 28 SECTION 28. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Firearms and Archery Range Recreation Account. A. Liability Insurance.The sponsor of a firearms or archery range recreation project shall procure an endorsement,or other addition, to liability insurance it may currently carry,or shall procure a new policy of liability insurance,in a total coverage amount the sponsor deems adequate to ensure it will have resources to pay successful claims of persons who may be killed or injured,or suffer damage to property,while present at the range facility to which this grant is related,or by reason of being in the vicinity of that facility;provided that the coverage shall be at least one million dollars($1,000,000)for the death of,or injury to,each person. B. Insurance Endorsement.The liability insurance policy, including any endorsement or addition,shall name Washington State,the funding board,and RCO as additional insured and shall be in a form approved by the funding board or director. C. Length of Insurance.The policy,endorsement or other addition,or a similar liability insurance policy meeting the requirements of this section,shall be kept in force throughout the sponsor's obligation to the project as identified in this Agreement in Section E: On-going Obligation. D. Notice of Cancellation.The policy,as modified by any endorsement or other addition,shall provide that the issuing company shall give written notice to RCO not less than thirty(30)calendar days in advance of any cancellation of the policy by the insurer,and within ten(10)calendar days following any termination of the policy by the sponsor. E. Government Agencies.The requirement of Subsection A through D above shall not apply if the sponsor is a federal,state,or municipal government which has established a program of self-insurance or a policy of self-insurance with respect to claims arising from its facilities or activities generally, including such facilities as firearms or archery ranges,when the applicant declares and describes that program or policy as a part of its application to the funding board. F. Sole Duty of the Sponsor. By this requirement,the funding board and RCO does not assume any duty to any individual person with respect to death,injury,or damage to property which that person may suffer while present at,or in the vicinity of,the facility to which this grant relates.Any such person,or any other person making claims based on such death, injury,or damage, must look to the sponsor,or others,for any and all remedies that may be available by law. SECTION 29. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Land and Water Conservation Fund. If the project has been approved by the National Park Service,US Department of the Interior,for funding assistance from the federal Land and Water Conservation Fund(LWCF),the"Project Agreement General Provisions"in the LWCF State Assistance Program Federal Financial Assistance Manual are also made part of this Agreement and incorporated herein.The sponsor shall abide by these LWCF General Provisions,in addition to this Agreement,as they now exist or are hereafter amended.Further,the sponsor agrees to provide RCO with reports or documents needed to meet the requirements of the LWCF General Provisions. SECTION 30. PROVISIONS FOR FARMLAND PRESERVATION ACCOUNT PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Washington Wildlife and Recreation Program Farmland Preservation Account. For projects funded through the Washington Wildlife and Recreation Program Farmland Preservation Account,the following sections will not apply if covered separately in a recorded RCO approved Agricultural Conservation Easement: A.Section 15-Income and Income Use; B.Section 19-Stewardship and Monitoring; C.Section 21 -Acknowledgement and Signs; D.Section 23-Provisions applying to Acquisition Projects,Sub-sections D, F,and G; E.Section 24-Restriction on Conversion of Real Property and/or Facilities to Other Uses;and F.Section 25-Construction,Operation and Maintenance of Assisted Projects. SECTION 31. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded by the SRFB. 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 project Agreement.This section shall not be the basis for any enforcement responsibility by RCO. RCO 16-1480C Page 17 of 28 SECTION 32. PROVISIONS FOR PUGET SOUND ACQUISITION AND RESTORATION PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Puget Sound Acquisition and Restoration program. The sponsor agrees to the following terms and conditions: A. Cost Principles/Indirect Costs for State Agencies.Sub-Recipient(sponsor)will comply with the cost principles of 2 C.F.R. Part 200 Subpart E(2013). Unless otherwise indicated,the cost principles apply to the use of funds provided under this Agreement and in-kind matching donations.The applicability of the cost principles depends on the type of organization incurring the costs. B. Audit Requirements.Sub-recipient(sponsor)shall meet the provisions in Office of Management and Budget(OMB)Guidance, Subpart F,§200.501 (Audit Requirements), if the sponsor expends$750,000 or more in total Federal funds in a fiscal year. The $750,000 threshold for each year is a cumulative total of all-federal funding from all sources. The sponsor shall forward a copy of the audit along with the recipient's response and the final corrective action plan to RCO within ninety(90)days of the date of the audit report. For complete information on how to accomplish the single audit submissions,visit the Federal Audit Clearinghouse Web site:http://harvester.census.gov/facweb/. C. Credit and Acknowledgement. In addition to Section 21:Acknowledgement and Signs,materials produced must display both the Environmental Protection Agency(EPA)and Puget Sound Partnership(PSP)logos and the following credit line: "This project has been funded wholly or in part by the United States Environmental Protection Agency.The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for use."This requirement is for the life of the product,whether during or after the Agreement period of performance. D. Hotel Motel Fire Safety Act.Sponsor agrees to ensure that all conference, meeting,convention,or training space funded in whole or part with federal funds,complies with the federal Hotel and Motel Fire Safety Act(PL 101-391,as amended).Sponsors may search the Hotel-Motel National Master List @ http://www.usfa.dhs.gov/applications/hotel to see if a property is in compliance or to find other information about the Act. E. Drug Free Workplace Certification.Sub-recipient(sponsor)shall make an ongoing,good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in 2 C.F.R. Part 1536 Subpart B.Additionally, in accordance with these regulations,the recipient organization shall identify all known workplaces under its federal awards, and keep this information on file during the performance of the award.Sponsors who are individuals must comply with the drug-free provisions set forth in 2 C.F.R.Part 1536 Subpart C.The consequences for violating this condition are detailed under 2 C.F.R. Part 1536 Subpart E. Recipients can access the Code of Federal Regulations(CFR)Title 2 Part 1536 at:http://ecfr.gpoaccess.gov. F. Management Fees.Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable.The term"management fees or similar charges"refers to the expenses added to direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities or for other similar costs which are not allowable. Management fees or similar charges may not be used to improve or expand the project funded under this agreement,except for the extent authorized as a direct cost of carrying out the scope of work. G. Trafficking in Persons and Trafficking Victim Protection Act of 2000(NPA).This provision applies only to a Sub-recipient (sponsor), and all sub-awardees of sub-recipient(sponsor), if any.Sub-recipient(sponsor)shall include the following statement in all sub-awards made to any private entity under this Agreement. "You as the sub-recipient,your employees,sub-awardees under this award,and sub-awardees'employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect;procure a commercial sex act during the period of time that the award is in effect;or use forced labor in the performance of the award or sub-awards under this Award." Sub-recipient(sponsor),and all sub-awardees of sub-recipient(sponsor)must inform RCO immediately of any information you receive from any source alleging a violation of this prohibition during the award term. Federal agency funding this agreement may unilaterally terminate,without penalty,the funding award if this prohibition is violated,Section 106 of the Trafficking Victims Protection Act of 2000,as amended. H. Lobbying.The chief executive officer of this recipient agency(sponsor)shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the U.S.unless authorized under existing law.The recipient(sponsor)shall abide by their respective Cost Principles(OMB Circulars A-21,A-87, and A-122),which generally prohibits the use of federal grant funds for litigation against the U.S.or for lobbying or other political activities. The sponsor agrees to comply with 40 C.F.R. Part 34,New Restrictions on Lobbying.Sponsor shall include the language of this provision in award documents for all sub-awards exceeding$100,000,and require that sub-awardees submit certification and disclosure forms accordingly. In accordance with the Byrd Anti-Lobbying Amendment,any sponsor who makes a prohibited expenditure under 40 C.F.R. Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each expenditure. RCO 16-1480C Page 18 of 28 All contracts awarded by sponsor shall contain,when applicable,the anti-lobbying provisions as stipulated in the Appendix at 40 C.F.R.Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act,sponsor affirms that it is not a non-profit organization described in Section 501(c)(4)of the Internal Revenue Code of 1986;or that it is a non-profit organization described in Section 501(c)(4)of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. 1, Reimbursement Limitation. If the sponsor expends more than the amount of RCO funding in this Agreement in anticipation of receiving additional funds from the RCO,it does so at its own risk.RCO is not legally obligated to reimburse the sponsor for costs incurred in excess of the RCO approved budget. j. Disadvantaged Business Enterprise Requirements.Sponsor agrees to comply with the requirements of EPAs Utilization of Small, Minorityand Women's Business Enterprises in procurements made under this award. P K. Minority and Women's Business Participation.Sponsor agrees to solicit and recruit,to the maximum extent possible,certified minority owned(MBE)and women owned(WBE)businesses in purchases and contracts initiated after the effective date of this Agreement. These goals are expressed as a percentage of the total dollars available for the purchase or Agreement and are as follows: Purchased Goods 8%MBE 4%WBE Purchased Services 10%MBE 4%WBE Professional Services 10%MBE 4%WBE Meeting these goals is voluntary and no Agreement award or rejection shall be made based on achievement or non-achievement of the goals.Achievement of the goals is encouraged, however,and sponsor and ALL prospective bidders or persons submitting qualifications shall take the following affirmative steps in any procurement initiated after the effective date of this Agreement: 1. Include qualified minority and women's businesses on solicitation lists. 2.Assure that qualified minority and women's business are solicited whenever they are potential sources of services or supplies. 3.Divide the total requirements,when economically feasible, into smaller tasks or quantities,to permit maximum participation by qualified minority and women's businesses. 4.Establish delivery schedules,where work requirements permit,which will encourage participation of qualified minority and women's businesses. 5. Use the services and assistance of the State Office of Minority and Women's Business Enterprises(OMWBE)and the Office of Minority Business Enterprises of the U.S.Department of Commerce,as appropriate. L. MBE/ BE Reporting. In accordance with the deviation from 40 C.F.R.§33.502,signed November 8,2013, DBE reporting is limited to annual reports and only required for assistance agreements where one or more the following conditions are met: 1.There are any funds budgeted in the contractual/services,equipment or construction lines of the award; 2.$3,000 or more is included for supplies;or 3.There are funds budgeted for subawards or loans in which the expected budget(s)meet the conditions as 4.Described in items(a)and(b). When completing the form, recipients(sponsors)should disregard the quarterly and semi-annual boxes in the reporting period section 1B of the form.For annual submissions,the reports are due by October 30th of each year or 90 days after the end of the project period,whichever comes first. The reporting requirement is based on planned procurements.Recipients(sponsors)with funds budgeted for non-supply procurement and/or$3,000 or more in supplies are required to report annually whether the planned procurements take place during the reporting period or not. If no procurements take place during the reporting period,the recipient should check the box in section 5B when completing the form. MBE/WBE reports should be sent to the DBE Coordinator in the sponsor's region.Contact information can be found at http://www.epa.gov/osbp/contactpage.htm.The coordinators can also answer any questions. Final MBE/WBE reports must be submitted within 90 days after the project period of the grant ends.To be in compliance with regulations,the sponsor must submit a final MBE/WBE report. Non-compliance may impact future competitive grant proposals.The current EPA From 5700-52A can be found at the EPA Office of Small Business Program's Home Page at http://www.epa.gov/osbp/dbe_reporting.htm. M. SIX GOOD FAITH EFFORTS,40 C.F.R., Part 33,Subpart C.Pursuant to 40 C.F.R.§33.301,the sponsor agrees to make the following good faith efforts whenever procuring construction,equipment,services and supplies under an EPA financial assistance agreement,and to require that sub-recipients(sponsors),and prime contractors also comply.Records documenting compliance with the six good faith efforts shall be retained: 1.Ensure Disadvantaged Business Enterprise(DBEs)are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities.For Indian Tribal,State and Local and Government sponsors,this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. 2.Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules,where the requirements permit,in a way that encourages and facilitates participation by DBEs in the competitive process.This includes,whenever possible,posting solicitations for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. 3.Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal,State and local Government sponsors,this will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. RCO 16-1480C Page 19 of 28 4.Encourage contracting with a consortium of DBEs when an Agreement is too large for one of these firms to handle individually. 5.Use the services and assistance of the Small Business Administration(SBA)and the Minority Business Development of the Department of Commerce. 6. If the sponsor awards subcontracts, require the sponsor to take the steps in paragraphs(1)through(5)of this section. N. Lobbying&Litigation. By signing this agreement,the sponsor certifies that none of the funds received from this agreement shall be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The chief executive officer of this sponsor agency shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law.The sponsor shall abide by its respective Attachment in 2 CF.R.Part 200,which prohibits the use of Federal grant funds for litigation against the United States or for lobbying or other political activities. For subawards exceeding$100,000, EPA requires the following certification and disclosure forms: Certification Regarding Lobbying,EPA Form 6600-06:http://www.epa.gov/ogd/AppKit/form/Lobbying_sec.pdf Disclosure of Lobbying Activities,SF LLL:http://www.epa.gov/ogd/AppKit/fomi/sflllin_sec.pdf Legal expenses required in the administration of Federal programs are allowable.Legal expenses for prosecution of claims against the Federal Government are unallowable. O. Payment to Consultants.EPA participation in the salary rate(excluding overhead)paid to individual consultants retained by recipients(sponsors)or by a recipients'(sponsor's)contractors or subcontractors shall be limited to the maximum daily rate for Level IV of the Executive Schedule(formerly GS-18),to be adjusted annually.This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate.This rate does not include transportation and subsistence costs for travel performed(the recipient will pay these in accordance with their normal travel reimbursement practices). Subagreements with firms for services which are awarded using the procurement requirements in 40 C.F.R. Parts 30 or 31,are not affected by this limitation unless the terms of the contract provide the recipient(sponsor)with responsibility for the selection, direction and control of the individual who will be providing services under the contract at an hourly or daily rate of compensation. See 40 C.F.R.§30.27(b)or 40 C.F.R.§31.369(j),as applicable,for additional information. As of January 1,2014,the limit is$602.24 per day$75.28 per hour. p. Peer Review.Where appropriate, prior to finalizing any significant technical products the Principal Investigator(PI)of this project must solicit advice,review,and feedback from a technical review or advisory group consisting of relevant subject matter specialists.A record of comments and a brief description of how respective comments are addressed by the PI will be provided to the Project Monitor prior to releasing any final reports or products resulting from the funded study. SECTION 33. PROVISIONS FOR ESTUARY AND SALMON RESTORATION PROGRAM-EPA AND MARINE SHORELINE The following provisions shall be in force only if the project described in this Agreement is funded from the Estuary and Salmon Restoration Program-EPA or the Marine Shoreline Protection program. The sponsor shall comply with all applicable federal,State,and local laws,rules,and regulations in carrying out the terms and conditions of this Agreement. A. Administrative Conditions 1. Cost Principles.The sponsor agrees to comply with the cost principles of 2 C.F.R Part 200(2013).Unless otherwise indicated,the Cost Principles apply to the use of funds provided under this Agreement and In-kind matching donations.The applicability of the Cost Principles depends on the type of organization incurring the costs. 2. Audit Requirements.The sponsor shall fully comply with requirements of 2 C.F.R. Part 200,Subpart F-Audit Requirements (2013), if applicable.See also Section F: Project Funding. 3. Hotel-Motel Fire Safety Act. Pursuant to 40 C.F.R.30.18, if applicable,and 15 U.S.0 2225a,sponsor agrees to ensure that all space for conferences,meetings,conventions,or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act(PL 101-391,as amended.The sponsor may search the Hotel-Motel National Master List at:http://www.usfa.dhs.gov/applications/hotel to see if a property is in compliance(FEMA ID is currently not required),or to find other information about the Act. 4. Recycled Paper a. Institutions of Higher Education Hospitals and Non-Profit Organizations.In accordance with 40 C.F.R.30.16,sponsor agrees to use recycled paper and double-sided printing for all reports which are prepared as a part of this Agreement and delivered to EPA.This requirement does not apply to reports prepared on forms supplied by EPA,or to Standard Forms,which are printed on recycled paper and are available through the General Services Administration. RCO 16-1480C Rage 20 of 28 • b. State Agencies and Political Subdivisions. In accordance with Section 6002 of the Resource Conservation and Recovery Act(RCRA)(42 U.S.C.6962)any State agency or agency of a political subdivision of a State which is using appropriated Federal funds shall comply with the requirements set forth.Regulations issued under RCRA Section 6002 apply to any acquisition of an item where the purchase price exceeds$10,000 or where the quantity of such items acquired in the course of the preceding fiscal year was$10,000 or more.RCRA Section 6002 requires that preference be given in procurement programs to the purchases of specific products containing recycled materials identified in guidelines developed by EPA.These guidelines are listed in 40 C.F.R.247. c. State and Local Institutions of Higher Education and Non-Profit Organizations. In accordance with 40 C.F.R.§30.16, State and local institutions of higher education, hospitals,and non-profit organizations that receive direct Federal funds shall give preference in their procurement programs funded with Federal funds to the purchase of recycled products pursuant to EPAs guidelines. d. State Tribal and Local Government Recipients. In accordance with the policies set forth in EPA Order 1000.25 and Executive Order 13423,Strengthening Federal Environmental,Energy and Transportation Management(January 24, 2007),the sponsor agrees to use recycled paper and double sided printing for all reports which are prepared a part of this Agreement and delivered to EPA.This requirement does not apply to reports prepared on forms supplied by EPA, or to Standard Forms,which are printed on recycled paper and are available through the General Services Administration. 5. Lobbying.The sponsor agrees to comply with Title 40 C.F.R.Part 34,New Restrictions on Lobbying.The sponsor shall include the language of this provision in award documents for all sub-awards exceeding$100,000,and require that sub-awardees submit certification and disclosure forms accordingly. In accordance with the Byrd Anti-Lobbying Amendment,any recipient who makes a prohibited expenditure under Title 40 C.F.R. Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each expenditure.See also Section 11:Compliance with Applicable Federal Laws. a. Part 30 Recipients.All contracts awarded by the sponsor shall contain,when applicable,the anti-lobbying provisions as stipulated in the Appendix at Title 40 CFR Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act,the sponsor affirms that it is not a non-profit organization described in Section 501(c)(4)of the Internal Revenue Code of 1986;or that it is a non-profit organization described in Section 501(c)(4)of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. b. Lobbying and Litigation. The sponsor's chief executive officer shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The sponsor shall abide by its respective Appendix in 2 C.F.R. Part 200,which prohibits the use of Federal grant funds for litigation against the United States or for lobbying or other political activities. 6. Suspension and Debarment.The sponsor shall fully comply with Subpart C of 2 C.F.R. Part 180 and 2 C.F.R. Part 1532, entitled'Responsibilities of Participants Regarding Transaction(Doing Business with Other Persons)'.The sponsor is responsible for ensuring that any lower tier covered transaction as described in Subpart B of 2 C.F.R.Part 180 and 2 C.F.R. Part 1532,entitled'Covered Transactions',includes a term or condition requiring compliance with Subpart C.The sponsor is responsible for further requiring the inclusion of a similar term or condition in any subsequent lower tier covered transactions.The sponsor acknowledges that failing to disclose the information as required at 2 C.F.R.§180.335 may result in the delay or negation of this assistance agreement,or pursuance of legal remedies,including suspension and debarment. The sponsor may access the Excluded Parties List System at:http://www.epls.gov.This term and condition supersedes EPA Form 5700-49,'Certification Regarding Debarment,Suspension,and Other Responsibility Matters'.See also Section 27: Provisions for Federal Subawards Only. 7. Drug-Free Workplace Certification.The sponsor must make an ongoing,good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in 2 C.F.R.Part 1536 Subpart B.Additionally, in accordance with these regulations,the sponsor must identify all known workplaces under its federal award;and keep this information on file during the performance of the award. a. Sponsors who are individuals must comply with the drug-free provisions set forth in 2 C.F.R. Part 1536 Subpart C. b. The consequences for violating this condition are detailed under 2 C.F.R.Part 1536 Subpart E.The sponsor can access 2 C.F.R Part 1536 at http://ecfr.gpoaccess.gov. 8. Management Fees. Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable.The term"management fees or similar charges"refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities,or for other similar costs which are not allowable under this assistance agreement.Management fees or similar charges may not be used to improve or expand the project funded under this Agreement,except to the extent authorized as a direct cost of carrying out the scope of work. g. Reimbursement Limitation. If the sponsor expends more than the grant amount in this Agreement in its approved budget in anticipation of receiving additional funds,it does so at its own risk.The Federal Government and RCO is not legally obligated to reimburse the sponsor for costs incurred in excess of the approved budget.See also Section 11: Project Reimbursements. RCO 16-1480C Page 21 of 28 a 10. Trafficking in Persons.The following prohibition statement applies to the sponsor,and all sub-awardees of the sponsor.The sponsor must include this statement in all sub-awards made to any private entity under this Agreement. "YOU AS THE SUB-RECIPIENT,YOUR EMPLOYEES,SUB-AWARDEES UNDER THIS AWARD,AND SUB-AWARDEES' EMPLOYEES MAY NOT ENGAGE IN SEVERE FORMS OF TRAFFICKING IN PERSONS DURING THE PERIOD OF TIME THAT THE AWARD IS IN EFFECT;PROCURE A COMMERCIAL SEX ACT DURING THE PERIOD OF TIME THAT THE AWARD IS IN EFFECT;OR USE FORCED LABOR IN THE PERFORMANCE OF THE AWARD OR SUB-AWARDS UNDER THIS AWARD." 11. Disadvantaged Business Enterprise Requirements,General Compliance.The sponsor agrees to comply with the requirements of EPAs Program for Utilization of Small,Minority and Women's Business Enterprises in procurement under assistance agreements,contained in 40 C.F.R. Part 33. 12. Sub-Awards. If the sponsor makes sub-awards under this Agreement,the sponsor is responsible for selecting its sub-awardees and,if applicable,for conducting sub-award competitions.The sponsor agrees to: a. Establish all sub-award agreements in writing; b. Maintain primary responsibility for ensuring successful completion of the approved project (SPONSORS CANNOT DELEGATE OR TRANSFER THIS RESPONSIBILITY TO A SUB-AWARDEE); c. Ensure that any sub-awards comply with the standards in 2 C.F.R. Part 200,and are not used to acquire commercial goods or services for the sub-awardee; d, Ensure that any sub-awards to 501(c)(4)organizations do not involve lobbying activities; e. Monitor the performance of sub-awardees,and ensure sub-awardees comply with all applicable regulations,statutes, and terms and conditions which flow down in the sub-award; f. Obtain RCO's consent before making a sub-award to a foreign or international organization,or a sub-award to be performed in a foreign country;and g. Obtain approval from RCO for any new sub-award work that is not outlined in the approved work plan in accordance with 40 C.F.R.Parts 30.25 and 31.30,as applicable. 13. Federal Employees. No Subcontract or grant funds may be used to provide any Federal Employee transportation assistance, reimbursement,and any other expense. 14. Fly America Act.The sponsor agrees to comply with 49 U.S.C.40118(the"Fly America"act)in accordance with the General Services Administration's regulations at 41 C.F.R. Part 301-10,which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S.Flag air carriers for U.S.Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available,unless travel by foreign air carrier is a matter of necessity,as defined by the Fly America Act.The sponsor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by U.S.flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event,provide a certificate of compliance with the Fly America requirements.The sponsor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 15. Recovered Materials.The sponsor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act(RCRA),as amended(42 U.S.C.6962), including but not limited to the regulatory provisions of 40 C.F.R.Part 247,and Executive Order 12873,as they apply to the procurement of the items designated in Subpart B of 40 C.F.R. Part 247.See also Section 27:Provisions for Federal Subawards Only. 16. Copeland"Anti-Kickback"Act.All contracts and subgrants in excess of$2,000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland"Anti-Kickback"Act(18 U.S.C.874), 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 shall 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 is otherwise entitled.The recipient shall report all suspected or reported violations to the Federal awarding agency.See also Section 27:Provisions for Federal Subawards Only. 17. Davis-Bacon Act,as amended(40 U.S.C.276a to a-7).When required by Federal program legislation,all construction contracts awarded by the recipients and subrecipients of more than$2,000 shall include a provision for compliance with the Davis-Bacon Act(40 U.S.C.276a to a-7)and as supplemented by Department of Labor regulations(29 C.F.R. Part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction").Under this Act,contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition,contractors shall be required to pay wages not less than once a week.The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination.The recipient shall report all suspected or reported violations to the Federal awarding agency.See also Section 27:Provisions for Federal Subawards Only. RCO 16-1480C Page 22 of 28 • 18. Contract Work Hours and Safety Standards Act(40 U.S.C.327-333). Where applicable,all contracts awarded by recipients in excess of$2000 for construction contracts and in excess of$2,500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C.327-333),as supplemented by Department of Labor regulations(29 C.F.R.Part 5). Under Section 102 of the Act,each contractor shall 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 1 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week.Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall 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.See also Section 27:Provisions for Federal Subawards Only. 19. Rights to Inventions Made Under a Contract or Agreement. Contracts or agreements for the performance of experimental, developmental,or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 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.See also Section 27:Provisions for Federal Subawards Only. 20. FY12 APPR ACT:Unpaid Federal Tax liabilities and Federal Felony Convictions.This Agreement is subject to the provisions contained in the Department of Interior,Environment,and Related Agencies Appropriations Act,2012, HR 2055,Division E, Sections 433 and 434 regarding unpaid federal tax liabilities and federal felony convictions.Accordingly,by accepting this award the recipient acknowledges that it(1)is not subject to any unpaid Federal tax liability that has been assessed,for which all judicial and administrative remedies have been exhausted or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability,and(2)has not been convicted(or had an officer or agent acting on its behalf convicted)of a felony criminal conviction under and Federal law within 24 months preceding the award,unless EPA has considered suspension or debarment of the corporation,or such officer or agent,based on these tax liabilities or convictions and determined that such action is not necessary to such action is not necessary to protect the Government's interests. If the recipient fails to comply with these provisions,EPA will annul this agreement and may recover any funds the recipient has expended in violation of sections 433 and 434. B. Programmatic Conditions: 1 Semi-Annual FEATS Performance Reports. The sponsor is required to submit performance reports every six months, unless a different reporting frequency is outlined in the Scope of Work,using the reporting tool supplied by RCO.The sponsor agrees to include brief information on each of the following areas: a. Comparison of actual accomplishments to the outputs/outcomes established in the assistance agreement work plan for the period; b. The reasons for slippages if the established outputs/outcomes were not met;AND c. Additional pertinent information,including when appropriate,analysis and information of cost overruns or high unit costs. Reporting periods are from October 1 to March 31 and April 1 to September 30. Performance reports are due to RCO 15 days after the end of each reporting period. 2. Final Performance Report.In addition to the periodic performance reports,the sub-recipient will submit a final performance report to RCO within 60 calendar days after the expiration or termination of the award.The report shall be submitted to the RCO Grant Manager and must be provided electronically.The report shall generally contain the same information as in the periodic reports, but should cover the entire project period. 3. Recognition of EPA Funding. Reports,documents,signage,videos,or other media,developed as part of projects funded by this Agreement shall contain the following statement: "THIS PROJECT HAS BEEN FUNDED WHOLLY OR IN PART BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY UNDER ASSISTANCE AGREEMENT TO WASHINGTON DEPARTMENT OF FISH AND WILDLIFE.THE CONTENTS OF THIS DOCUMENT DO NOT NECESSARILY REFLECT THE VIEWS AND POLICIES OF THE ENVIRONMENTAL PROTECTION AGENCY,NOR DOES MENTION OF TRADE NAMES OR COMMERCIAL PRODUCTS CONSTITUTE ENDORSEMENT OR RECOMMENDATION FOR USE." 4. Copyrighted Material. EPA has the right to reproduce, publish, use,and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes. RCO acknowledges that EPA may authorize another grantee to use copyrighted works or other data developed under this Agreement as a result of:a)the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or;b)termination or expiration of this agreement. 5. Peer Review.The results of this project may affect management decisions relating to Puget Sound. Prior to finalizing any significant technical products the Principal Investigator(PI)of this project must solicit advice,review and feedback from a technical review or advisory group consisting of relevant subject matter specialists.A record of comments and a brief description of how respective comments are addressed by the PI will be provided to the RCO Grants Manager prior to releasing any final reports or products resulting from the funded study. RCO 16-1480C Page 23 of 28 6. Quality Assurance Requirements.Acceptable Quality Assurance documentation must be submitted to the Grant Program within 30 days of acceptance of this agreement or another date as negotiated with the RCO Grants Manager.The National Estuary Program(NEP)Quality Coordinator supports quality assurance for EPA-funded NEP projects. No work involving direct measurements or data generation,environmental modeling,compilation of data from literature or electronic media, and data supporting the design,construction,and operation of environmental technology shall be initiated under an agreement until RCO or the NEP Quality Coordinator has approved the quality assurance document.The sponsor will submit all Quality Assurance documentation to the following address. Please copy the Grant Program on all correspondence with the NEP Quality Coordinator.Thomas H.Gries, NEP Quality Coordinator Department of Ecology Tgri460@ecy.wa.gov 360.407.6327. 7. Environmental Data and Information Technology.Sub-recipients are required to institute standardized reporting requirements into their work plans and include such costs in their budgets.All environmental data will be required to be entered into the EPAs Storage and Retrieval data system(STORET).The best method(local or state consolidated)for reporting will be determined on a project-by-project basis between the DFW grant manager and sub-recipient.More information about STORET can be found at http://www.epa.gov/STORET. SECTION 34. PROVISIONS FOR ESTUARY AND SALMON RESTORATION PROGRAM-EPA PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Estuary and Salmon Restoration Program-EPA. A. DUNS and CCR Requirements 1. Unless otherwise exempted from this requirement under 2 C.F.R.§25.110,the sponsor must maintain the currency of its information in the CCR until submission of its final financial report required under this Agreement or receive the final payment,whichever is later. 2. The sponsor may not make a sub-award to any entity unless the entity has provided its DUNS number to the sponsor. B. FY2011 ACORN Funding Restriction.No funds provided under this Agreement may be used for sub-awards/sub-grants or contracts to the Association of Community Organizations for Reform NOW(ACORN)or any of its subsidiaries. SECTION 35. PROVISIONS FOR MARINE SHORELINE PROTECTION PROGRAM PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Marine Shoreline Protection program. The Sub-Recipient shall comply with all applicable federal,State,and local laws, rules,and regulations in carrying out the terms and conditions of this Agreement. A. Federal Finance Report(FFR).Recipients(sponsor)shall submit final Federal Financial Reports(FFR),Standard Form 425 (SF-425),to EPA no later than 90 calendar days after the end of the project period.The form is available on the internet at www.epa.gov/ocfo/finservices/forms.htm.All FFRs must be submitted to the Las Vegas Finance Center:US EPA,LVFC,4220 S. Maryland Pkwy Bldg C,Rm 503,Las Vegas,NV 89119,or by FAX to:702-798-2423.The LVFC will make adjustments,as necessary,to obligated funds after reviewing and accepting a final Federal Financial Report.Recipients(sponsor)will be notified and instructed by EPA if they must complete any additional forms for the closeout of the assistance agreement. EPA may take enforcement actions in accordance with 40 C.F.R.§30.62 and 40 C.F.R.§31.43 if the recipient does not comply with this term and condition. B. Reimbursement Limitation. If the sponsor expends more than the amount of federal funding in its approved budget in anticipation of receiving additional funds,it does so at its own risk.The Federal Government and RCO is not legally obligated to reimburse Sub-Recipient for costs incurred in excess of the approved budget. C. DUNS and CCR Requirements 1. Requirement for Central Contractor Registration(CCR)/System for Award Management(SAM). Unless the sponsor is exempted from this requirement under 2 C.F.R.§25.110,the sponsor must maintain the currency of its information in the SAM until the sponsor submits the final financial report required under this award or receive the final payment,whichever is later.This requires that the sponsor review and update the information at least annually after the initial registration,and more frequently if required by changes in your information or another award term. 2. Requirement for Data Universal Numbering System(DUNS)numbers. If the sponsor is authorized to make subawards under this award,the sponsor: a. Must notify potential subrecipients that no entity may receive a subaward from the sponsor unless the entity has provided its DUNS number to the sponsor. b. May not make a subaward to an entity unless the entity has provided its DUNS number to the spnosor. RCO 16-1480C Page 24 of 28 3. Definitions. For purposes of this award term: a. Central Contractor Registration(CCR)/System for Award Management(SAM)means the Federal repository into which an entity must provide information required for the conduct of business as a recipient.Additional information about registration procedures may be found at the System for Award Management(SAM)Internet site http://www.sam.gov. b. Data Universal Numbering System(DUNS)number means the nine-digit number established and assigned by Dun and Bradstreet, Inc.(D&B)to uniquely identify business entities.A DUNS number may be obtained from D&B by telephone (currently 866-705-5711)or the Internet(currently at http://fedgov.dnb.com/webform). c. Entity.as it is used in this award term, means all of the following,as defined at 2 C.F.R Part 25,subpart C: i.A Governmental organization,which is a State, local government,or Indian tribe; ii.A foreign public entity; iii.A domestic or foreign nonprofit organization; iv.A domestic or foreign for-profit organization;and v.A Federal agency,but only as a subrecipient under an award or subaward to a non-Federal entity. d. Subaward: i.This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii.The term does not include your procurement of property and services needed to carry out the project or program(for further explanation,see Sec.—.210 of the attachment to OMS Circular A-133,"Audits of States,Local Governments, and Non-Profit Organizations"). iii.A subaward may be provided through any legal agreement,including an agreement that you consider a contract. e. Subrecipient means an entity that: i. Receives a subaward from you under this award;and ii. Is accountable to you for the use of the Federal funds provided by the subaward. D. CIVIL RIGHTS OBLIGATIONS 1. General.This term and condition incorporates by reference the signed assurance provided by the recipient's authorized representative on: 1)EPA Form 4700-4,"Preaward Compliance Review Report for All Applicants and Recipients Requesting EPA Financial Assistance";and 2)Standard Form 4248 or Standard Form 424D,as applicable.These assurances and this term and condition obligate the recipient to comply fully with applicable civil rights statutes and implementing EPA regulations. 2. Statutory Requirements. In carrying out this agreement,the recipient must comply with: a. Title VI of the Civil Rights Act of 1964,which prohibits discrimination based on race,color,and national origin,including limited English proficiency(LEP),by entities receiving Federal financial assistance. b. Section 504 of the Rehabilitation Act of 1973,which prohibits discrimination against persons with disabilities by entities receiving Federal financial assistance;and c. The Age Discrimination Act of 1975,which prohibits age discrimination by entities receiving d. Federal financial assistance. If the recipient is conducting an education program under this agreement,it must also comply with Title IX of the Education Amendments of 1972,which prohibits discrimination on the basis of sex in education programs and activities operated by entities receiving Federal financial assistance. If this agreement is funded with financial assistance under the Clean Water Act(CWA),the recipient must also comply with Section 13 of the Federal Water Pollution Control Act Amendments of 1972,which prohibits discrimination on the basis of sex in CWA-funded programs or activities. 3. Regulatory Requirements.The recipient agrees to comply with all applicable EPA civil rights regulations, including: a. For Title IX obligations,40 C.F.R.Part 5;and b. For Title VI,Section 504,Age Discrimination Act,and Section 13 obligations,40 C.F.R.Part 7. c. As noted on the EPA Form 4700-4 signed by the recipient's authorized representative,these regulations establish specific requirements including maintaining compliance information,establishing grievance procedures,designating a Civil Rights Coordinator,and providing notices of non-discrimination. RCO 16-1480C Page 25 of 28 4. Title VI-LEP,Public Participation and Affirmative Compliance Obligation. a. As a recipient of EPA financial assistance,you are required by Title VI of the Civil Rights Act to provide meaningful access to LEP individuals. In implementing that requirement,the recipient agrees to use as a guide the Office of Civil Rights(OCR)document entitled"Guidance to Environmental Protection Agency Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons."The guidance can be found at http://frwebgate.access.gpo.gov/cgi-binlgetdoc.cgi?dbname=2004 register&docid=fr25j n04-79.pdf b. If the recipient is administering permitting programs under this agreement,the recipient agrees to use as a guide OCR's Title VI Public Involvement Guidance for EPAAssistance Recipients Administering Environmental Permitting Programs.The Guidance can be found at http://edocket.access.qpo.gov/2006/pdf/06-2691.pdf. In accepting this assistance agreement,the recipient acknowledges it has an affirmative obligation to implement effective Title VI compliance programs and ensure that its actions do not involve discriminatory treatment and do not have discriminatory effects even when facially neutral.The recipient must be prepared to demonstrate to EPA that such compliance programs exist and are being implemented or to otherwise demonstrate how it is meeting its Title VI obligations. E. Additional Term and Condition for Agricultural Landowners-Riparian Buffer Term for Agricultural Landowners. To be eligible for NEP implementation funding,provided directly or through a subaward,a private agricultural land owner whose property borders fresh or estuarine waters must establish and maintain a riparian buffer on all water courses on the property consistent with the National Marine Fisheries Service(NMFS)guidelines for Riparian Buffers Along Agricultural Water Courses in NW Washington and NRCS guidance on the NMFS guidelines.A land owner may be excluded from meeting this requirement if the funding is used solely for removal of shoreline armoring,onsite sewage system repair or replacement,engineered dike setbacks,or culvert or tide-gate replacements that provide for fish passage at all life stages. In some cases,the NJ\.1 FS recommendations are framed in terms of ranges of buffer widths rather than point estimates,and expressed as probabilities of achieving desired outcomes. Local conditions and local circumstances matter,and may affect the choice of the riparian buffer most effective at achieving salmon recovery.Buffer widths may be less than specified in the table in cases where there is a scientific basis for doing so and all affected tribes in the watershed agree to deviations from the NMFS guidelines or where there are physical constraints on an individual parcel(e.g.transportation corridors,structures, naturally occurring. SECTION 36. 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 an inconsistency in the terms of this Agreement,or between its terms and any applicable statute, rule,or policy or procedure,the inconsistency 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; E.State law; F.Washington Administrative Code; G. Project Agreement; H. Board policies and procedures. SECTION 37. AMENDMENTS Amendments to this Agreement shall be binding only if in writing and signed by personnel authorized to bind each of the parties except period of performance extensions in and minor scope adjustments need only be signed by RCO's director or designee,unless the consent of the sponsor to an extension or scope adjustment is required by its auditing policies,regulations,or legal requirements, in which case,no extension shall be effective until so consented. SECTION 38. LIMITATION OF AUTHORITY Only RCO or RCO's delegate by writing(delegation to be made prior to action)shall have the express, implied,or apparent authority to alter,amend,modify,or waive any clause or condition of this Agreement. Furthermore,any alteration,amendment,modification,or waiver of any clause or condition of this Agreement is not effective or binding unless made in writing and signed by RCO. SECTION 39. 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 to the original Agreement. SECTION 40. APPLICATION REPRESENTATIONS--MISREPRESENTATIONS OR INACCURACY OR BREACH The funding board 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 application may be deemed a breach of this Agreement. RCO 16-1480C Page 26 of 28 SECTION 41. SPECIFIC PERFORMANCE The funding board and RCO may enforce this Agreement by the remedy of specific performance,which usually will mean completion of the project 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 funding board or RCO shall be deemed exclusive.The funding board or 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. SECTION 42. TERMINATION The funding board and RCO will require 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 all funding board and RCO policies,and with the representations of the sponsor in its application for a grant as finally approved by the funding board.For federal awards, notification of termination will comply with 2 C.F.R.§200.340. A. For Cause.The funding board or the director may suspend or terminate the obligation to provide funding to the sponsor under this Agreement: 1. In the event of any breach by the sponsor of any of the sponsor's obligations under this Agreement;or 2. If the sponsor fails to make progress satisfactory to the funding board or 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 In the event this Agreement is terminated by the funding board or director, under this section or any other section after any portion of the grant amount has been paid to the sponsor under this Agreement,the funding board or director may require that any amount paid be repaid to RCO for redeposit into the account from which the funds were derived. B. 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 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. C. 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. If this Agreement is so terminated, RCO shall be liable only for payment required under the terms of this Agreement for services rendered or goods delivered prior to the effective date of termination. SECTION 43. DISPUTE HEARING Except as may otherwise be provided in this Agreement,when a dispute arises between the sponsor and the funding board,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 third person shall be chosen by the funding board's chair. 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 decision of the disputes panel, unless the remedy directed by that panel shall be without 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. SECTION 44. ATTORNEYS'FEES In the event of litigation or other action brought to enforce contract terms,each party agrees to bear its own attorney fees and costs. RCO 16-1480C Page 27 of 28 • SECTION 45. GOVERNING LAW/VENUE 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 a county where the project is situated.The sponsor,by execution of this Agreement acknowledges the jurisdiction of the courts of the State of Washington. SECTION 46. PROVISIONS APPLICABLE ONLY IF FEDERALLY RECOGNIZED INDIAN TRIBE IS THE SPONSOR In the cases where this Agreement is between the funding board(State)and a federally recognized Indian Tribe,the following governing law/venue applies,but only between those parties: A. Notwithstanding the above venue provision,if the State of Washington intends to initiate a lawsuit against a federally recognized Indian tribe relating to the performance,breach or enforcement of this Agreement, it shall so notify the Tribe. If the Tribe believes that a good faith basis exists for subject matter jurisdiction of such a lawsuit in federal court,the Tribe shall so notify the State within five days of receipt of such notice and state the basis for such jurisdiction.If the Tribe so notifies the State,the State shall bring such lawsuit in federal court;otherwise the State may sue the Tribe in the Thurston County Superior Court. Interpretation of the Agreement shall be according to applicable State law,except to the extent preempted by federal law. In the event suit is brought in federal court and the federal court determines that it lacks subject matter jurisdiction to resolve the dispute between the State and Tribal Party,then the parties agree to venue in Thurston County Superior Court. B. Any judicial award,determination,order,decree or other relief,whether in law or equity or otherwise,resulting from a lawsuit arising out of this agreement,including any third party claims relating to any work performed under this agreement,shall be binding and enforceable on the parties. Any money judgment or award against a tribe,tribal officers and members,or the State of Washington and its officers and employees may exceed the amount provided for in Section F-Project Funding of the Agreement in order to satisfy the judgment. C. The Tribe hereby waives its sovereign immunity for suit in federal and state court for the limited purpose of allowing the State to bring such actions as it determines necessary to give effect to this section and to the enforcement of any judgment relating to the performance,or breach of this Agreement.This waiver is not for the benefit of any third party and shall not be enforceable by any third party or by any assignee of the parties. In any enforcement action,the parties shall bear their own enforcement costs, including attorneys'fees. For purposes of this provision,the State includes the RCO and any other state agencies that may be assigned or otherwise obtain the right of the RCO to enforce this Agreement. SECTION 47. 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. RCO 16-1480C Page 28 of 28 • Eligible Scope Activities Project Sponsor: Jefferson County Public Health Project Number: 16-1480 Project Title: Lower Big Quilcene Floodplain Acquisitions Project Type: Planning&Acquisition Program: Salmon State Projects Approval: 12/8/2016 Acquisition Metrics Property: Piehl (example) (Worksite#1, Lower Big Quilcene River Floodplain) Real Property Acquisition Land Acres by Acreage Type(fee simple): Riparian 1.00 Existing structures on site: No structures on site Incidentals Agency Indirect(Acq) Appraisal Appraisal Review Closing, Recording,Taxes,Title Cultural resources(Acq) Demolition Buildings/structures to be demolished: Multiple RV trailers are located on the example site and will likely need to be disposed of. Other locations may have a single family residence and/or outbuildings. Environmental Audits Noxious weed control Acres treated for noxious weeds by method: Chemical 2.00 Mechanical 2.00 Stewardship plan Administrative Costs(Acq) Administrative costs(Acq) Planning Metrics Worksite #1, Lower Big Quilcene River Floodplain ELIGREIM.RPT June 19,2017 Page: 1 Eligible Scope Activities Targeted salmonid ESU/DPS (A.23): Chinook Salmon-Puget Sound ESU, Chum Salmon-Hood Canal Summer-run ESU, Pink Salmon-Odd year ESU, Steelhead-Puget Sound DPS Area Encompassed (acres)(B.0.b.1): 1.0 Targeted species(non-ESU species): Cutthroat Miles of Stream Affected (B.0.b.2): 0.01 Miles Of Stream Treated/Protected (C.O.b): 0.01 Project Identified In a Plan or Watershed Assessment(C.O.c): Hood Canal Summer Chum ESA Restoration Plan 01/11/05 WRIA 17 Salmon Habitat Limiting Factors Analysis 1/01/02 Big Quilcene Watershed Analysis USFS/WSDNR 01/01/1994 Big Quilcene River Linger Longer Reach Feasibility Study and Action Plan 06/2005 PSNERP Strategic Restoration Conceptual Engineering-Final Design Report Revised 2012 Type Of Monitoring(C.0.d.1): None Salmonid Habitat Assessment/Inventory Landowner willingness inventory Document Name: Tami Pokorny,2017, Big Quilcene Acquisitions Landowner Acknowledgement, self,615 Sheridan St. Port Townsend,WA 98368 Number of landowers contacted: 8 Agency Indirect Costs Agency Indirect ELIGREIM.RPT June 19,2017 Page: 2 Milestone Report By Project Project Number: 16-1480 C Project Name: Lower Big Quilcene Floodplain Acquisitions Sponsor: Jefferson County Public Health Project Manager: Mike Ramsey X ! Milestone Target Date Comments/Description X Project Start 12/08/2016 X Data Gathering Started 04/01/2017 I Progress Report Due 07/31/2017 I Annual Project Billing Due 07/31/2017 RFP Complete/Consultant Hired 08/01/2017 Order Appraisal(s) 09/15/2017 Order Appraisal Review(s) 09/30/2017 Environmental Assess Complete 10/01/2017 Cultural Resources Complete 10/31/2017 Prior to demolition Purchase Agreement Signed 11/30/2017 Acquisition Closing 12/31/2017 Progress Report Due 12/31/2017 Recorded Acq Documents to RCO 01/31/2018 Progress Report Due 07/31/2018 Annual Project Billing Due 07/31/2018 Recorded Land Survey to RCO 12/01/2018 Noxious Weed Control Complete 12/15/2018 Funding Acknowl Sign Posted 12/15/2018 Demolition Complete 12/31/2018 Stewardship Plan to RCO 12/31/2018 I Progress Report Due 12/31/2018 Final Report Due 01/31/2019 Final Billing Due 01/31/2019 I Progress Report Due 07/31/2019 I Annual Project Billing Due 07/31/2019 I Agreement End Date 12/31/2019 X=Milestone Complete !=Critical Milestone IMILESTO.RPT June 19.2017 Paae: 1 Legal Description Project Sponsor: Jefferson County Public Health Project Number: 16-1480 C Project Title: Lower Big Quilcene Floodplain Acquisitions RCO Approval: 12/08/2016 Worksite Name Property Name Legal Description Worksite#1 Lower Big Quilcene River Floodplain Piehl(example) The legal description of the property purchased with funding assistance provided through this Project Agreement (and protected by a recorded Deed of Right or Assignment of Rights)shall be amended into the Project Agreement prior to reimbursement of the final payment. LEGALDSC.RPT June 19,2017 Page 1 MEMORANDUM OF UNDERSTANDING Between Jefferson County and the Hood Canal Salmon Enhancement Group This Memorandum of Understanding("MOU") is made and entered into as of ("Effective Date") by and among the Hood Canal Salmon Enhancement Group, a 501 c3 non-profit group, referred to as"HCSEG"and Jefferson County referred to as"County"; Whereas,HCSEG and the County have collaborated since 2015 towards the restoration of the lower Big Quilcene River floodplain to achieve multiple ecological and community benefits; and Whereas, acquisition from willing sellers of a nuber of privately held properties located on the lower Big Quilcene River floodplain is necessary to the vimsion of reestablishing natural, self-sustaining fish and wildlife habitat and to recovering ESA-listed Hood Canal Summer Chum Salmon; and Whereas, the Recreation and Conservation Office (RCO) Salmon Recovery Funding Board has awarded the County grant funds to complete Project#17-1052,herein referred to as"Project A",to acquire properties from willing landowners for the purpose of habitat restoration(Attachment A); and Whereas, the Washington State Department of Ecology "Ecology" has awarded HCSEG grant funds through the Floodplain by Designs Program to also fund acquisition of floodplain properties from willing sellers through the Lower Big Quilcene River Design and Acquisition Project, Ecology, EAGL Grant Number: SEAFBD-2017-HoCSEG-00009,here referred to as Project B (Attachment B); and Whereas, Project A and Project B are compatible in purpose and scope with regard to acquisitions and outreach,and HCSEG wishes to pass through a portion of its Floodplain by Design funds to the County as match for Project A; and Whereas, HCSEG and the County acknowledge the mutual benefit of partnering in order to make the best and most efficient use of grant resources. Now, therefore, based on the mutual promises made herein,the parties agree as follows: 1. Subject to the terms of this MOU,HCSEG shall: a. Provide a matching contribution to Project A not to exceed $50,000.00. This contribution will be in the form of cash,acquisition costs, and in-kind as described below and in Table 1, also below. 1)Cash for County staff and other services in support of Project A. 2)Acquisition(s) costs towards the purchase of fee simple property(ies)or property rights. The County can request acquisition funds from HCSEG to be paid directly into escrow or to reimburse the County. 3)In-kind contributions in the form of paid receipts from contractors hired by HCSEG to perform agreed upon,eligible and necessary acquisition related services(incidentals). In kind services may include appraisals, appraisal reviews, environmental audits,boundary 1 Hood Canal Salmon Enhancement Group—Jefferson County MOU v.11 09 2018 surveys, cultural review, demolition, and plantings. Table 1 Total Match Cash Acquisition Costs In-kind Contribution (37.69%) $50,000.00 $11,555.75 $10,000.00 $28,444.25 b. Not provide administrative, outreach, or any other form of staff time or services performed by HCSEG employees or temporary hires as an in-kind matching contribution. c. Will provide paid receipts for in-kind contributions to the County at least quarterly. d. In response to County invoices,will provide County requested cash,matching amounts within sixty(60)days. e. Be responsible for all Project B requirements and deliverables. f. Will follow all bidding, contracting and RFQ procedures applicable to the County, including Chapter 39.80 RCW and Chapter 3.55 Jefferson County Code, for all in-kind contributions to Project A. All contractors will be notified in advance and in writing that both HCSEG and Jefferson County are the intended clients. A list of agreed to in-kind contributions, including contractor names and scopes of work,will be developed and maintained jointly on an ongoing basis. g. Be responsible for proper contract supervision and performance related deliverables and requirements for in-kind contributions to Project A. Subject to the terms of this MOU,Jefferson County shall: a. Perform administrative, outreach,and other tasks of Project A except those in-kind services agreed to and contracted by HCSEG. b. The County will be responsible for requesting County-and RCO-required approvals necessary to initiate and complete landowner negotiations and closing. c. Submit to HCSEG a completed pre-closing and a post-closing report(templates in Attachment C)for each property and draft stewardship plan(s). d. Provide invoices to HCSEG quarterly. e. Provide escrow payment requests to HCSEG at least three weeks in advance of closing. f. Be responsible for all Project A requirements and deliverables other than those listed in l g above. 2. Nothing in this MOU implies any obligation for HCSEG to provide financial support to any County 2 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 grant other than Project A. 3. If funding from the RCO or Ecology is withdrawn,reduced, or limited in any way after the effective date of this agreement,this MOU will be amended or terminated as provided herein. 4. HCSEG and the County shall indemnify, defend and hold harmless the other party, its officers, agents and employees, from and against any and all claims, losses or liability,or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death of either party's own employees, or damage to property occasioned by a negligent act, omission or failure. 5. Either HCSEG or the County may terminate this agreement upon thirty(30)days written notice tothe other party, otherwise this agreement shall be in effect until June 30, 2019,unless extended in writing by both parties as an amendment to this MOU. 6. Notices: Notices to HCSEG shall be sent to the following address: Mendy Harlow,Executive Director Hood Canal Salmon Enhancement Group 600 NE Roessel Rd. Belfair, WA 98528 Ph: 360/275-3575 ext. 123 E-mail: mendy(&,pnwsalmoncenter.org Michelle Myers,Project Manager Hood Canal Salmon Enhancement Group 600 NE Roessel Rd. Belfair, WA 98528 Ph:360/275-3575 ext. 122 E-mail: michellepnwsalmoncenter.org Notices to the County of Jefferson shall be sent to the following address: Tami Pokorny,Natural Resources Program Coordinator Jefferson County Public Health 615 Sheridan Street Port Townsend,WA 98368 Ph: 360/379-4498 Email: tpokorny@co.jefferson.wa.us 7. Each party to this Agreement,and each individual signing on behalf of each party hereby represents and warrants to the other that it has fullpower and authority to enter this Agreement and that its executive, delivery and performance of this Agreement has been fully authorized and approved and that no further approvals or consents are required to bind such party. 8. This MOU together with attachments completely integrates the understandings of the parties with regard to its subject matter, and they have no other agreements or understanding with regard thereto. Any modification of this agreement must be in writing and signed by the parties. 3 Hood Canal Salmon Enhancement Group—Jefferson County MOU v.11 09 2018 9. An estimated timeline for accomplishing the tasks associated with this agreement and RCO and Ecology grants is below. November 2018 MOU approved and signed by both parties December 2018—May 1, 2019 County and HCSEG coordinate, communicate and meet with project area landowners. HCSEG contracts for mutually agreed upon acquisition related tasks. May 1, 2019—June 30, 2019 County negotiates acquisition(s)for Project A properry(ies), closes sale(s)with willing seller(s). Reports sent to RCO and DOE. DATED this day of ,2018 Hood Canal Salmon Enhancement Group By: Mendy Harlow Executive Director Jefferson County By David Sullivan,Chair Jefferson Board of County Commissioners 4 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 Attest/Authenticated: By: Carolyn Gallaway, Deputy Clerk of the Board APPROVED AS TO FORM By: Philip Hunsucker Chief Civil DPA 5 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 Attachment A RCO Big Quilcene Riparian Protection,#17-1052 Contract 6 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 Attachment B EAGL Grant Number: SEAFBD-2017-HoCSEG-00009 7 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11092018 Attachment C DEPARTMENT OF ECOLOGY -- State of Washington Seller: Recipient: Grant No: Acquisition Face Sheet Address of Property: Parcel Number(s): Appraised Value: $ Closing Date: Please provide the following documentation prior to closing: 1. Appraisal Name/Address of seller General Vicinity Map Site Specific Map Legal Description Title Report 2. Settlement Statement 3. Property Assessment Checklist 4. Hazardous Substances Certification 4. Annotated photographic documentation1 of each property before acquisition in sufficient quantity/ quality to effectively illustrate the acquisition. Each image will be labeled as to location and what features it represents. 1 If acquisition is historical (for match purposes), current(dated) site photos are acceptable and labeled as"current photos" of historic acquisition used as match". 8 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 (Note: "after" photos will be needed if site is subsequently cleared of human elements such as structures, foundations, or fencing, etc.) 5. Conservation Covenant: Land acquired under this agreement will carry a conservation covenant for open space in perpetuity. Its purpose is to prevent future development on land acquired and to ensure that its primary use will be protection of floodplains and wetlands. See Acquisition Packet for the Conservation Covenant. Recorded Conservation Covenant will be provided to Ecology once it has been recorded by the county jurisdiction. 6. Fee Simple Deed 9 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 Attachment C Pre-Closing Acquisition Report Template Property Acquisition Purpose: The property is currently owned by the willing-sellers: This Project is being jointly funded by: Property Legal Description: Project Vicinity Map: Project Detail Map: Appraisal and Review Appraisal: Title Report: Environmental Assessment Report: Survey (if needed): Digital Photographic Documentation: Recorded Easements: Just Compensation and Relocation Notice to Seller: Offer Letter: 10 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11092018 Attachment C Post-Closing Acquisition Report Template Post-Closing Acquisitions Report: Property Name: Parcel No. : Hours spent negotiating with landowners and other project partners to finalize property acquisitions, preparing paperwork and other work needed to successfully complete acquisition(s): Closing services were be provided by: Name and address of previous owner: Name and address of new property owner: Recorded deed with open space restrictions in perpetuity or under a Washington Recreation and Conservation Office (RCO) written Deed of Right protecting the state's investment in salmon habitat: Digital photographic documentation of each property after project implementation in sufficient quantity/quality to effectively illustrate the acquisition. Each image will be labeled as to location and what features it represents: Stewardship Plan: 11 Hood Canal Salmon Enhancement Group—Jefferson County MOU v. 11 09 2018 1 'Y I WASHINGTON STATE Recreation and Conservation Office Funding Board Project Agreement Project Sponsor: Jefferson County Project Number: 17-1052C Project Title: Big Quilcene Riparian Protection Approval Date:2/1/2018 A. PARTIES OF THE AGREEMENT This Funding Board Project 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 Jefferson County(Sponsor,and primary Sponsor), PO Box 1220, Port Townsend,WA 98368,and shall be binding on the agents and all persons acting by or through the parties. The Sponsor's Data Universal Numbering System(DUNS)Number is 179278197. 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. 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, including but not limited to,full authority to:(1)sign an application to the funding board for grant assistance,(2)enter into this project agreement on behalf of the Sponsor(s)(including indemnification and waiver of sovereign immunity as provided therein),(3)enter any amendments thereto on behalf of the Sponsors,and(4)make any decisions and submissions required with respect to the project.Agreements and amendments must be signed by the Authorized Representative of all sponsors. If a Sponsor wishes to change its Authorized Representative/Agent as identified on the original signed Applicant Resolution/Authorization,the Sponsor has the obligation to provide to RCO in writing a new Applicant Resolution/Authorization signed by its governing body.Unless a new Applicant Resolution/Authorization has been provided,RCO will be entitled to rely upon the fact that the current Authorized Representative/Agent has the authority to bind the Sponsor to the Agreement(including any amendments thereto)and decisions related to implementation of the Agreement. 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 Section 11.PROJECT REIMBURSEMENTS). B. 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)to the Sponsor for the project named above per the director's authority granted in RCW 79A.25.020. C. DESCRIPTION OF PROJECT The goal of this acquisition project is to conduct planning,outreach,and education with potential willing sellers leading specifically to the acquisition of properties,or property interests,necessary to realign the primary transportation corridor across the Big Quilcene River floodplain to a superior location that maximizes channel function.A preliminary restoration design developed by the Hood Canal Salmon Enhancement Group(HCSEG)and its partners will inform this projects acquisition priorities.The Design will"include actions that will allow the river to reconnect to historic floodplain areas and that is consistent with community needs and benefits."One element will be the re-design of an essential road and bridge to better accommodate the channel migration zone.The current Preferred Alternative Design proposes a road realignment on or near Rodgers St.and removing portions of Linger Longer Rd. If implemented,this alignment will provide an opportunity to reconnect more of the floodplain than the other alternatives considered.This project will work directly with potential willing landowners towards accomplishing the acquisitions necessary to implement the Restoration Designs road alignment.Up to the limit of available funding,and in combination with other RCO-funded County acquisition projects,this project will acquire one or more properties or property interests. D. PERIOD OF PERFORMANCE The period of performance begins on January 19,2018(project start date)and ends on December 31,2019(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 WAC Title 420;or SRFB policies published in RCO manuals as of the effective date of this agreement. The Sponsor must request extensions of the period of performance at least 60 days before the project end date. The Sponsor has obligations beyond this period of performance as described in Section F: Long-Term Obligations. RCO 17-1052C Revision Date: 1/11/2018 Page 1 of 38 E. STANDARD TERMS AND CONDITIONS INCORPORATED The Standard Terms and Conditions of the Project Agreement are hereby incorporated by reference as part of this Agreement. F. LONG-TERM OBLIGATIONS For the acquisition portion of this project,the sponsor's on-going obligations shall be in.perpetuity and shall survive the completion/termination of this Project Agreement unless otherwise identified in the Agreement or as approved by the funding board. It is the intent of the funding board's conversion policy(see Section 25: Long-Term Obligations Of The Project Sponsors)that all lands acquired and or facilities and areas developed,renovated,or restored with funding assistance remain in the public domain in perpetuity. For the planning portion of this project,the sponsor's on-going obligation shall be the same as the period of performance identified in Section D:Period of Performance. G. PROJECT FUNDING The total grant award provided by the funding board for this project shall not exceed$82,660.00. The funding board shall not pay any amount beyond that approved for grant funding of the project and within the funding board's percentage as identified below. The Sponsor shall be responsible for all total project costs that exceed this amount. The minimum matching share provided by the Sponsor shall be as indicated below: Percentage Dollar Amount Source of Funding SRFB-Salmon Federal Projects 62.31% $82,660.00 . Federal Project Sponsor 37.69% $50,000.00 Total Project Cost 100.00% $132,660.00 H. 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 Catalog of Federal Domestic Assistance Number and Name: 11.438-PCSRF Federal Award Identification Number: NA17NMF4380181 Federal Fiscal Year:2017 Federal Award Date:07/20/2017 Total Federal Award:$18,236,000 Federal Award Project Description: FY2017 Pacific Coast Salmon Recovery-Pacific Salmon Treaty Program 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,Sub Part F Audit Requirements,Section 500(2013).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. RCO may suspend all reimbursements if the Sponsor fails to timely provide a single federal audit;further the RCO reserves the right to suspend anyand all RCO A reement s with the Sponsor if such noncompliance is not promptly 9 P 9 O P cured. I. 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 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 this Agreement, it shall not be used to vary the terms of the Agreement, unless those terms are shown to be subject to an unintended error or omission.This"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. RCO 17-1052C Revision Date: 1/11/2018 Page 2 of 38 J. AMENDMENTS TO AGREEMENT Except as provided herein, no amendment(including without limitation,deletions)of any of the terms or conditions of this Agreement will be effective unless provided in writing signed by all parties. Extensions of the period of performance and minor scope adjustments consented to in writing(including email)by the Sponsor need only be signed by RCO's director or designee,unless otherwise provided for in another agreement a Sponsor has with the RCO.This exception does not apply to a federal government Sponsor or a Sponsor that requests and enters into a formal amendment for extensions or minor scope adjustments. It is the responsibility of a Sponsor to ensure that any person who signs an amendment on its behalf is duly authorized to do so,and such signature shall be binding on the Sponsor if the representative/agent signing has been authorized to do so by Applicant Resolution/Authorization provided to the RCO and such Applicant Resolution/Authorization has not been withdrawn by the governing body in a subsequent resolution. Any amendment to this Agreement,unless otherwise expressly stated,shall be deemed to include all current federal, state,and local government laws and rules,and funding board policies applicable and active and published in 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. K. COMPLIANCE WITH APPLICABLE STATUTES,RULES,AND RCFB-SRFB POLICIES This agreement is governed by,and the Sponsor shall comply with,all applicable state and federal laws and regulations, including any applicable 16 U.S.C.3645(d)(2),2 C.F.R. Part 1327, RCW 77.85,WAC 420 and RCFB and/or SRFB policies published in RCO manuals or on the RCO Website as exist on the effective date of this Agreement and any amendments to this Agreement. 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. L. SPECIAL CONDITIONS Subject to EO 05-05: Cultural Resources Consultation:This project is subject to Governor's Executive Order 05-05 Archaeological and Cultural Resources Consultation as described in Section 8 of this project agreement.After the Purchase and Sale Agreement is signed,promptly notify your RCO grant manager of the properties that will involve any ground disturbance or demolition or modification of structures older than 50 years,as cultural resources consultation will be required.Completion of this consultation and a Notice to Proceed from RCO will be required before these activities can begin. M. AGREEMENT CONTACTS The parties will provide all written communications and notices under this Agreement to the mail address or the email address listed below if not both: Project Contact RCO-SRFB Name: Tami Pokorny Josh Lambert Title: Natural Resources Specialist Natural Resources Building Address: 615 Sheridan St PO Box 40917 Port Townsend,WA 98368 Olympia,Washington 98504-0917 Email: tpokorny@co.jefferson.wa.us Josh.Lambert@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. 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. N. 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. O. EFFECTIVE DATE This Agreement,for project 17-1052C,shall be subject to the written approval of the RCO's authorized representative and shall not be effective and binding until the date signed by both the Sponsor and the RCO,whichever is later (effective date). Reimbursements for eligible and allowable costs incurred within the period of performance identified in Section D:PERIOD OF PERFORMANCE are allowed only when this Agreement is fully executed and an original is received by RCO. RCO 17-1052C Revision Date: 1/11/2018 Page 3 of 38 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 PROJECT AGREEMENT.The signators listed below represent and warrant their authority to bind the parties to this Agreement. Jefferson County By: Date: Name: (printed) Title: State of Washington,Recreation Conservation Office On behalf of the Salmon Recovery Funding Board(SRFB or funding board) By: Date: Kaleen Cottingham Director Recreation and Conservation Office Pr--approved as to fo : f By: Date: October 6,2017 Assistant Attorney General RCO 17-1052C Revision Date: 1/11/2018 Page 4 of 38 Table of Contents Funding Board Project Agreement 1 Standard Terms and Conditions of the Project Agreement 5 SECTION 1. CITATIONS, HEADINGS AND DEFINITIONS 7 SECTION 2. PERFORMANCE BY THE SPONSOR 11 SECTION 3. ASSIGNMENT 11 SECTION 4. RESPONSIBILITY FOR PROJECT 11 SECTION 5. INDEMNIFICATION 11 SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR 12 SECTION 7. CONFLICT OF INTEREST 12 SECTION 8. COMPLIANCE WITH APPLICABLE LAW 12 SECTION 9. RECORDS 14 SECTION 10. PROJECT FUNDING 14 SECTION 11. PROJECT REIMBURSEMENTS 15 SECTION 12. ADVANCE PAYMENTS 17 SECTION 13. RECOVERY OF PAYMENTS 17 SECTION 14. COVENANT AGAINST CONTINGENT FEES 17 SECTION 15. INCOME (AND FEES)AND USE OF INCOME 17 SECTION 16. PROCUREMENT REQUIREMENTS 18 SECTION 17. TREATMENT OF EQUIPMENT AND ASSETS 19 SECTION 18. RIGHT OF INSPECTION 20 SECTION 19. STEWARDSHIP AND MONITORING 20 SECTION 20. PREFERENCES FOR RESIDENTS 20 SECTION 21. ACKNOWLEDGMENT AND SIGNS 20 SECTION 22. PROVISIONS FOR BOATING PROJECT GRANTS 21 SECTION 23. PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION, 21 AND RESTORATION PROJECTS SECTION 24. PROVISIONS APPLYING TO ACQUISITION PROJECTS 22 SECTION 25. LONG-TERM OBLIGATIONS OF THE PROJECTS AND SPONSORS 23 SECTION 26. CONSTRUCTION,OPERATION, USE AND MAINTENANCE OF ASSISTED 24 PROJECTS SECTION 27. RECORDED NOTICE OF GRANT 25 SECTION 28. PROVISIONS RELATED TO CORPORATE (INCLUDING NONPROFIT) 25 SPONSORS SECTION 29. PROVISIONS FOR FEDERAL SUBAWARDS ONLY 25 RCO 17-1052C Revision Date: 1/11/2018 Page 5 of 38 SECTION 30. PROVISIONS FOR BOATING INFRASTRUCTURE GRANTS 28 SECTION 31. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION 28 PROJECTS ONLY SECTION 32. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS 29 ONLY SECTION 33. PROVISIONS FOR FARM AND FOREST ACCOUNT PROJECTS (FARMLAND 29 AND FORESTLAND PRESERVATION PROJECTS ONLY) SECTION 34. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY 29 SECTION 35. PROVISIONS FOR PUGET SOUND ACQUISITION AND RESTORATION 30 PROJECTS ONLY SECTION 36. ORDER OF PRECEDENCE 34 SECTION 37. LIMITATION OF AUTHORITY 34 SECTION 38. WAIVER OF DEFAULT 34 SECTION 39. APPLICATION REPRESENTATIONS—MISREPRESENTATIONS OR 34 INACCURACY OR BREACH SECTION 40. SPECIFIC PERFORMANCE 35 SECTION 41. TERMINATION AND SUSPENSION 35 SECTION 42. DISPUTE HEARING 36 SECTION 43. ATTORNEYS'FEES 37 SECTION 44. GOVERNING LAWNENUE 37 SECTION 45. PROVISIONS APPLICABLE ONLY IF FEDERALLY RECOGNIZED INDIAN TRIBE 37 IS THE SPONSOR SECTION 46. SEVERABILITY 38 RCO 17-1052C Revision Date: 1/11/2018 Page 6 of 38 WASHINGTON STATE Recreation and Standard Terms and Conditions Conservation Office of the Project Agreement Project Sponsor: Jefferson County Project Number: 17-1052C Project Title: Big Quilcene Riparian Protection Approval Date:2/1/2018 SECTION 1. 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: acquisition project—A project that purchases or receives a donation of fee or less than fee interests in real property. These interests include, but are not limited to, conservation easements, access/trail easements, covenants, water rights, leases, and mineral rights. Agreement or project agreement—The document entitled"Funding Board Project Agreement" accepted by all parties to the present transaction, including without limitation these Standard Terms and Conditions of the Project Agreement, all attachments, addendums, and amendments, and any intergovernmental agreements or other documents that are incorporated into the Funding Board Project Agreement subject to any limitations on their effect. applicant—Any party that meets the qualifying standards, including deadlines, for submission of an application soliciting a grant of funds from the funding board. 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 signature. This person has the signature authority to bind the Sponsor to this Agreement, grant, and project. Boating Infrastructure Grant(BIG)—A program administered through the United States Fish and Wildlife Service. C.F.R.—Code of Federal Regulations contractor—An entity that receives a contract from a Sponsor related to performance of work or another obligation under this Agreement. conversion—A conversion occurs 1)when facilities acquired, developed, renovated or restored within the project area are changed to a use other than that for which funds were approved, without obtaining prior written formal RCO or board approval, 2)when property interests are conveyed to a third party not otherwise eligible to receive grants in the program from which funding was approved without obtaining prior written formal RCO or board approval, or 3)when obligations to operate and maintain the funded property are not complied with after reasonable opportunity to cure. RCO 17-1052C Revision Date: 1/11/2018 Page 7 of 38 development project—A project that results in the construction of, or work resulting in, new elements, including but not limited to structures, facilities, and/or materials to enhance outdoor recreation resources. director—The chief executive officer of the Recreation and Conservation Office or that person's designee. education project—A project that provides information, education, and outreach programs for the benefit of outdoor recreationists. education and enforcement project—A project that provides information, education, and outreach programs; encourages responsible recreational behavior, and may provide law enforcement for the benefit of outdoor recreationists. effective date—The date when the signatures of all parties to this agreement are present in the agreement. enhancement project—1)A project that brings a site back to its historic function as part of a natural ecosystem or that improves the ecological functionality of a site, or 2) a project that(i) supports hatchery reform to improve hatchery effectiveness to minimize impacts to wild fish populations, (ii) ensures compatibility between hatchery production and salmon recovery programs, or(iii) supports sustainable fisheries(WAC 420.04.010). 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 established by the Sponsor or$5,000 (2 C.F.R. §200.33 (2013)). funding board or board—The board that authorized the funds in this Agreement, either the Recreation and Conservation Funding Board (RCFB) created under RCW 79A.25.110, or the Salmon Recovery Funding Board (SRFB)created under RCW 77.85.110. 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. § 200.56 (2013)). long-term compliance period—The period of time after the project end date or end of the period of performance(depending on the project types and grant program). During this period, the Sponsor has continuing obligations under the Agreement. This period may have a nonspecific end date (in perpetuity) or an expressly specified number of years. long-term obligations—Sponsor's obligations after the project end date, as specified in the Agreement and applicable regulations and policies. landowner agreement—An agreement that is required between a Sponsor and landowner for projects located on land not owned, or otherwise controlled, by the Sponsor. maintenance—A project that maintains existing areas and facilities through repairs and upkeep for the benefit of outdoor recreation or salmon recovery. maintenance and operation—A project that maintains and operates existing areas and facilities through repairs, upkeep, and routine services for the benefit of outdoor recreationists. match or matching share—The portion of the total project cost provided by the Sponsor. RCO 17-1052C Revision Date: 1/11/2018 Page 8 of 38 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. monitoring project—Means a project that tracks the effectiveness of salmon recovery restoration actions, or provides data on salmon populations or their habitat conditions. monitoring and research project—Means a project that tracks the effectiveness of salmon recovery restoration actions, or provides data on salmon populations or their habitat conditions. Office—Means the Recreation and Conservation Office or RCO. notice of grant—As required by RCO or another authority, a document that has been legally recorded in the county or counties where the project property is located that describes the grant funded project located on the property, the funding sources, and agencies responsible for awarding the grant. pass-through entity—A non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program (2 C. F. R. §200.74(2013)). 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 (RCFB projects only)—A project that results in one or more of the following: a study, a plan, construction plans and specifications, and permits to increase the availability of outdoor recreational resources. planning (SRFB projects only)—A project that results in a study, assessment, project design, or inventory. 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. This 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—An undertaking that is, or may be, funded in whole or in part with funds administered by RCO on behalf of the funding board. project area, RCFB—A geographic area that delineates a grant assisted site which is subject to project agreement requirements (WAC 286.04.010). project area, SRFB—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(WAC 420.04.010). project cost—The total allowable costs incurred under this Agreement and all required match share and voluntary committed matching share, including third-party contributions (2 C.F.R. §200.83 (2013)). 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. RCO 17-1052C Revision Date: 1/11/2018 Page 9 of 38 project start date—The specific date identified in the Agreement on which the period of performance starts. research project—Means a project that studies salmon and the effectiveness of recovery restoration efforts on the population or habitat condition. RCO— Recreation and Conservation Office—The state office that provides administrative support to the Recreation and Conservation Funding Board and Salmon Recovery Funding Board. RCO includes the director and staff, created by RCW 79A.25.110 and 79A.25.150 and charged with administering this Agreement by RCW 77.85.110 and 79A.25.240. 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. restoration project—A project that brings a site back to its historic function as part of a natural ecosystem or improving the ecological functionality of a site. restoration and enhancement project—A project that brings a site back to its historic function as part of a natural ecosystem or that improves the ecological functionality of a site or a larger ecosystem which improvement may include benefiting fish stocks. RCFB—Recreation and Conservation Funding Board RCW—Revised Code of Washington Recreational Trails Program (RTP)—A Federal Highways Administration grant program. 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. §200.92 (2013). 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. §200.330 (2013)). If this Agreement is a federal subaward, the subaward amount is the grant program amount in Section G: Project Funding. RCO 17-1052C Revision Date: 1/11/2018 Page 10 of 38 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. §200.93 (2013)). If this Agreement is a federal subaward, the Sponsor is the subrecipient. useful service life—Period during which an asset or property is expected to be useable for the purpose it was acquired, developed, renovated, and/or restored per this Agreement. WAC—Washington Administrative Code. SECTION 2. 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 funding board. 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. SECTION 3. ASSIGNMENT Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Sponsor without prior written consent of the RCO. SECTION 4. RESPONSIBILITY FOR PROJECT While the funding board undertakes to assist the Sponsor with the project by providing a grant pursuant to this Agreement, the project itself remains the sole responsibility of the Sponsor. The funding board 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 is Sponsored by more than one entity, 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 has no responsibility for reviewing, approving, overseeing or supervising design or construction 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 will act only to confirm at a general, lay, and nontechnical level, solely for the purpose of compliance and payment and not for safety or suitability, that the project has apparently been completed as per the Agreement. SECTION 5. 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. RCO 17-1052C Revision Date: 1/11/2018 Page 11 of 38 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, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor is legally liable, and (b)the State its employees and agents for whom it is vicariously liable, the indemnity obligation shall be valid and enforceable only to the extent of the Sponsor's negligence or the negligence of the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable. This provision shall be included in any agreement between Sponsor and any contractors, subcontractor and vendor, of any tier. 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. 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. 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. SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR The Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the funding board or RCO. The Sponsor will not hold itself out as nor claim to be an officer, employee or agent of RCO, a funding board 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 or Section 30B. 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. SECTION 7. 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. SECTION 8. COMPLIANCE WITH APPLICABLE LAW RCO 17-1052C Revision Date: 1/11/2018 Page 12 of 38 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 Act. 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 funding board. The Sponsor is responsible for any and all costs or liability arising from the Sponsor's failure to so comply with applicable law. 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 39.12.040. The Sponsor also agrees to comply with the provisions of the rules and regulations of the Washington State Department of Labor and Industries. 1. Exception, Service Organizations of Trail and Environmental Projects (RCW 79A.35.130). If allowed by state and federal law and rules, participants in conservation corps programs offered by a nonprofit organization affiliated with a national service organization established under the authority of the national and community service trust act of 1993, P.L. 103-82, are exempt from provisions related to rates of compensation while performing environmental and trail maintenance work provided: (1) The nonprofit organization must be registered as a nonprofit corporation pursuant to RCW 24.03; (2) The nonprofit organization's management and administrative headquarters must be located in Washington; (3) Participants in the program must spend at least fifteen percent of their time in the program on education and training activities; and (4) Participants in the program must receive a stipend or living allowance as authorized by federal or state law. Participants are exempt from provisions related to rates of compensation only for environmental and trail maintenance work conducted pursuant to the conservation corps program. D. Archaeological and Cultural Resources. RCO facilitates the review of applicable projects for potential impacts to archaeological sites and state cultural resources. The Sponsor must assist RCO in compliance with Governor's Executive Order 05-05 or the National Historic Preservation Act before and after initiating ground-disturbing activity or construction, repair, installation, rehabilitation, renovation, or maintenance work on lands, natural resources, or structures. The funding board requires documented compliance with Executive Order 05-05 or Section 106 of the National Historic Preservation Act, whichever is applicable to the project. If a federal agency declines to consult, the Sponsor shall comply with the requirements of Executive Order 05-05. In the event that archaeological or historic materials are discovered during project activities, work in the location of discovery and immediate vicinity must stop instantly, the area must be secured, and notification must be provided to the following: concerned Tribes'cultural staff and cultural committees, RCO, and the State Department of Archaeology and Historic Preservation. If human remains are discovered during project activity, work in the location of discovery and immediate vicinity must stop instantly, the area must be secured, and notification provided to the concerned Tribe's cultural staff and cultural committee, RCO, State Department of Archaeology, the coroner and local law enforcement in the most expeditious manner possible according to RCW 68.50. RCO 17-1052C Revision Date: 1/11/2018 Page 13 of 38 E. 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. F. 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 that is on Washington State Department of Labor and Industries'"Debarred Contractor List." SECTION 9. 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.The Sponsor shall maintain books, records, documents, data and other evidence 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 six years from the date RCO deems the project complete, as defined in Section 11: PROJECT REIMBURSEMENTS. If any litigation, claim or audit is started before the expiration of the six(6)year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. C. 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. D. Public Records. Sponsor acknowledges that the funding board 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. Additionally, in compliance with RCW 77.85.130(8), Sponsor agrees to disclose any information in regards to expenditure of any funding received from the SRFB. 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 document 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. SECTION 10. PROJECT FUNDING RCO 17-1052C Revision Date: 1/11/2018 Page 14 of 38 A. Authority.This Agreement is funded through a grant award from the recreation and conservation funding board per WAC 286 and/or the salmon recovery funding board per WAC 420. The director of RCO enters into this Agreement per delegated authority in RCW 79A.25.020 and 77.85.120. B. Additional Amounts. The funding board 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 funding board or 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 funding board policy, 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 Section H: FEDERAL FUND INFORMATION 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 funding board may have under this Agreement, the grant amounts identified in this Agreement shall be reduced to exclude any such expenditure from participation. SECTION 11. PROJECT REIMBURSEMENTS A. Reimbursement Basis.This Agreement is administered on a reimbursement basis per WAC 286-13 and/or 420-12. Only the primary Sponsor may request reimbursement for eligible and allowable costs incurred during the period of performance. The primary Sponsor may only request reimbursement 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 Section G: PROJECT FUNDING. 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 recently published/adopted RCO policies and procedures 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. Retainage Held Until Project Complete. RCO reserves the right to withhold disbursement of the total amount of the grant to the Sponsor until the project has been completed. A project is considered "complete"when: 1. All approved or required activities outlined in the Agreement are done; 2. On-site signs are in place (if applicable); 3. A final project report is submitted to and accepted by RCO; 4. Any other required documents and media are complete and submitted to RCO; RCO 17-1052C Revision Date: 1/11/2018 Page 15 of 38 5. A final reimbursement request is submitted to RCO; 6. The completed project has been accepted by RCO; 7. Final amendments have been processed; 8. Fiscal transactions are complete, and 9. RCO has accepted a final boundary map, if requested by RCO, for which the Agreement terms will apply in the future. 10. Notice of Grant(if applicable) filed with the county lands records office and a stamped copy received by RCO E. Requirements for Federal Subawards: Match. The Sponsor's matching share must comply with 2 C.F.R. §200.306 (2013). 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, Subpart E—Cost Principles (2013); 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 Section H: FEDERAL FUND INFORMATION of this Agreement; and 7. Conform to other provisions of 2 C.F.R. Part 200, Subpart D—Post Federal Award Requirements (2013), 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. RCO 17-1052C Revision Date: 1/11/2018 Page 16 of 38 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 rust relationship and 200.329 Reporting on real property(2013). SECTION 12. ADVANCE PAYMENTS Advance payments of or in anticipation of goods or services are not allowed unless approved by the RCO director and are consistent with legal requirements and Manual 8: Reimbursements. See WAC 420-12. SECTION 13. 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, or meet its percentage of the project total, RCO reserves the right to 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. Overpayment Payments.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 that payment becomes due and owing. 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). SECTION 14. 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 without liability or, in its 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. SECTION 15. INCOME (AND FEES)AND USE OF INCOME RCFB Projects. See WAC 286-13-110 for additional requirements for projects funded from the RCFB. A. Income. 1. Farm and Forest Account(Farmland and Forestland Preservation Grants). Excepted from this section is income generated and fees paid on/for properties which received funds from the Farm and Forest Account (RCW 79A.15.130). 2. Firearms and Archery Range Recreation Projects. Excepted from this section are safety classes (firearm and/or hunter)for which a facility/range fee must not be charged (RCW 79A.25.210). 3. 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 policies adopted by the RCFB or SRFB. RCO 17-1052C Revision Date: 1/11/2018 Page 17 of 38 B. Use of Income. Subject to any limitations contained in applicable state or federal law and applicable rules and policies, income or fees generated at a project work site (including entrance, utility corridor permit, cattle grazing, timber harvesting, farming, 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 funding board grant; 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 C. Fees. User and/or other fees may be charged in connection with land acquired or facilities developed, maintained, renovated, or restored with funding board grants if the fees are consistent with the: 1. Grant program laws, rules, policies, and funding board policies; 2. Value of any service(s)furnished; 3. Value of any opportunities furnished; and 4. Prevailing range of public fees in the state for the activity involved. D. Requirements for Federal Subawards. Sponsors must also comply with 2 C.F.R. §200.307 Program income (2013). SECTION 16. 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. Alternatively, Sponsor may choose a bid from a bidding cooperative if authorized to do so. RCO 17-1052C Revision Date: 1/11/2018 Page 18 of 38 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 except RTP projects, non-Federal entities (Sponsors) must follow 2 C.F.R§§200.318 General procurement standards through 200.326 Contract Provisions (2013). 2. For RTP subawards, Sponsors follow such policies and procedures allowed by the State when procuring property and services under a Federal award (2 C.F.R§ 1201.317 (2013)). State procurement policies are in subsection A of this section. SECTION 17. TREATMENT OF EQUIPMENT AND ASSETS Equipment shall be used and managed only for the purpose of this Agreement, unless otherwise provided herein or in published funding board policies, 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. Except in the RTP, 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)): 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. D. Requirements for RTP Subawards. 1. The subrecipient(Sponsor) shall follow such policies and procedures prescribed by and allowed by the State, as well as federal law and federal rules issued by the Federal Highways Administration and 2 CFR 200. RCO 17-1052C Revision Date: 1/11/2018 Page 19 of 38 2. Sponsor may be required to pay prevailing wage rates as required by the Davis Bacon Act as amended. SECTION 18. 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 as described in Section 23.C: Control and Tenure has been executed, it will further stipulate and define the funding board and RCO's right to inspect and access lands acquired or developed with funding board assistance. SECTION 19. STEWARDSHIP AND MONITORING Sponsor agrees to perform monitoring and stewardship functions as stated in funding board policy, this Agreement, or as otherwise directed by RCO consistent with existing policies. Sponsor further agrees to utilize, where applicable and financially feasible, any monitoring protocols recommended by the funding board. SECTION 20. PREFERENCES FOR RESIDENTS Sponsors shall not express a preference for users of grant assisted projects on the basis of residence (including preferential reservation, membership, and/or permit systems) except that reasonable differences in admission and other fees may be maintained on the basis of residence. Fees for nonresidents must not exceed twice the fee imposed on residents. Where there is no fee for residents but a fee is charged to nonresidents, the nonresident fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities. SECTION 21. ACKNOWLEDGMENT AND SIGNS A. Publications. The Sponsor shall include language which acknowledges the funding contribution of the applicable grant program to this project in any release or other publication developed or modified for, or referring to, the project during the project period and in the future. B. Signs. 1. During the period of performance through the period of long-term obligation, the Sponsor shall post openly visible signs or other appropriate media at entrances and other locations on the project area that acknowledge the applicable grant program's funding contribution, unless exempted in funding board policy or waived by the director; and 2. During the period of long-term obligation, the Sponsor shall post openly visible signs or other appropriate media at entrances and other locations to notify the public of the availability of the site for reasonable public access. C. Ceremonies. The Sponsor shall notify RCO no later than two weeks before a dedication ceremony for this project. The Sponsor shall verbally acknowledge the applicable grant program's funding contribution at all dedication ceremonies. D. 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, Sponsors shall clearly state: 1. The fund source; 2. The percentage of the total costs of the project that is financed with federal money; RCO 17-1052C Revision Date: 1/11/2018 Page 20 of 38 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. SECTION 22. PROVISIONS FOR BOATING PROJECT GRANTS If requested by RCO, or required per state or federal law or rule with respect to any project or project element that supports recreational boating, Sponsor shall manage the project or project element per federal rules to include 2 C.F.R. Part 200, and place a United States Coast Guard (or other federal agency) logo and funding program information at the project site. SECTION 23. PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION,AND RESTORATION PROJECTS The following provisions shall be in force only if the project described in this Agreement is for construction of land or facilities in a development, maintenance, renovation or restoration project: A. Operations and Maintenance. Properties, structures, and facilities developed, maintained, or operated with the assistance of money granted by the board and within the project area shall be built, operated, and maintained according to applicable regulations, laws, building codes, and health and public safety standards to assure a reasonably safe condition and to prevent premature deterioration (WAC 286.13.130). It is the Sponsor's sole responsibility to ensure the same are operated and maintained in a safe and operable condition. The RCO does not conduct safety inspections or employ or train staff for that purpose. B. Document Review and Approval. Prior to commencing construction or finalizing the design, the Sponsor agrees to submit one copy of all construction and restoration plans and specifications to RCO for review solely for compliance with the scope of work to be identified in the Agreement. RCO does not review for, and disclaims any responsibility to review for safety, suitability, engineering, compliance with code, or any matters other than the scope so identified. Although RCO staff may provide tentative guidance to a Sponsor on matters related to site accessibility by persons with a disability, it is the Sponsor's responsibility to confirm that all legal requirements for accessibility are met even if the RCO guidance would not meet such requirements. 1. Change orders that impact the amount of funding or changes to the scope of the project as described to and approved by the funding board or RCO must receive prior written approval of the board or RCO. C. Control and Tenure. The Sponsor must provide documentation that shows appropriate tenure(such as landowner agreement, long-term lease, easement, or fee simple ownership)for the land proposed for construction. The documentation must meet current RCO requirements identified in the appropriate grant program policy manual as of the effective date of this Agreement and determines the long-term compliance period unless otherwise approved by the board. D. Nondiscrimination. 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." RCO 17-1052C Revision Date: 1/11/2018 Page 21 of 38 E. Use of Best Management Practices.Sponsors are encouraged to use best management practices including those developed as part of the Washington State Aquatic Habitat Guidelines (AHG) Program. AHG documents include"Integrated Streambank Protection Guidelines", 2002; "Land Use Planning for Salmon, Steelhead and Trout: A land use planner's guide to salmonid habitat protection and recovery", 2009", "Protecting Nearshore Habitat and Functions in Puget Sound", 2010; "Stream Habitat Restoration Guidelines", 2012; "Water Crossing Design Guidelines", 2013; and "Marine Shoreline Design Guidelines", 2014. These documents, along with new and updated guidance documents, and other information are available on the AHG Web site. Sponsors are also encouraged to use best management practices developed by the Washington Invasive Species Council (WISC) described in "Reducing Accidental Introductions of Invasive Species"which is available on the WISC Web site. SECTION 24. PROVISIONS APPLYING TO ACQUISITION PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition project(including projects with any acquisition component): A. Evidence of Land Value. Before disbursement of funds by RCO as provided under this Agreement, the Sponsor agrees to supply documentation acceptable to RCO that the cost of the property rights acquired has been established according to funding board policy. B. Evidence of Title.The Sponsor agrees to provide documentation that shows the type of ownership interest for the property that has been acquired. This shall be done before any payment of financial assistance. C. Legal Description of Real Property Rights Acquired.The legal description of the real property rights purchased with funding assistance provided through this Agreement (and protected by a recorded conveyance of rights to the State of Washington) shall be delivered to RCO before final payment. D. Conveyance of Rights to the State of Washington. When real property rights (both fee simple and lesser interests) are acquired, the Sponsor agrees to execute an appropriate document conveying certain rights and responsibilities to RCO, on behalf of the State of Washington. These documents include a Deed of Right, Assignment of Rights, Easements and/or Leases as described below. The Sponsor agrees to use document language provided by RCO, to record the executed document in the County where the real property lies, and to provide a copy of the recorded document to RCO. The document required will vary depending on the funding board project type, the real property rights being acquired and whether or not those rights are being acquired in perpetuity. 1. Deed of Right. The Deed of Right conveys to the people of the state of Washington the right to preserve, protect, access, and/or use the property for public purposes consistent with the funding source and project agreement. See WAC 286 or 420. Sponsors shall use this document when acquiring real property rights that include the underlying land. This document may also be applicable for those easements where the Sponsor has acquired a perpetual easement for public purposes. 2. Assignment of Rights.The Assignment of Rights document transfers certain rights to RCO and the state such as public access, access for compliance, and enforcement. Sponsors shall use this document when an easement or lease is being acquired under this Agreement. The Assignment of Rights requires the signature of the underlying landowner and must be incorporated by reference in the easement document. 3. Easements and Leases.The Sponsor may incorporate required language from the Deed of Right or Assignment of Rights directly into the easement or lease document, thereby eliminating the requirement for a separate document. Language will depend on the situation; Sponsor must obtain RCO approval on the draft language prior to executing the easement or lease. RCO 17-1052C Revision Date: 1/11/2018 Page 22 of 38 E. Real Property Acquisition and Relocation Assistance. 1. Federal Acquisition Policies.When federal funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 84 Stat. 1894 (1970)--Public Law 91-646, as amended, and applicable regulations and procedures of the federal agency implementing that Act. 2. State Acquisition Policies.When state funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policy of the State of Washington, Chapter 8.26 RCW, and Chapter 468-100 WAC. 3. Housing and Relocation. In the event that housing and relocation costs, as required by federal law set out in subsection (1) above and/or state law set out in subsection (2)above, are involved in the execution of this project, the Sponsor agrees to provide any housing and relocation assistance required. F. Buildings and Structures. In general, grant funds are to be used for outdoor recreation, conservation, or salmon recovery. Sponsors agree to remove or demolish ineligible structures. Sponsor must consult with RCO regarding treatment of such structures and compliance with Section 8.D Archeological and Cultural Resources. G. Hazardous Substances. 1. Certification.The Sponsor shall inspect, investigate, and conduct an environmental audit of the proposed acquisition site for the presence of hazardous substances, as defined in RCW 70.105D.020(13), and certify: a. No hazardous substances were found on the site, or b. Any hazardous substances found have been treated and/or disposed of in compliance with applicable state and federal laws, and the site deemed "clean." 2. Responsibility. Nothing in this provision alters the Sponsor's duties and liabilities regarding hazardous substances as set forth in RCW 70.105D. 3. Hold Harmless.The Sponsor will defend, protect and hold harmless the State and any and all of its employees and/or agents, from and against any and all liability, cost(including but not limited to all costs of defense and attorneys'fees) and any and all loss of any nature from any and all claims or suits resulting from the presence of, or the release or threatened release of, hazardous substances on the property the Sponsor is acquiring, except to the extent, if any, that the State, its officers and agents caused or contributed to the release. 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. H. Requirements for Federal Subawards.The non-federal entity (Sponsor) must submit reports at least annually on the status of real property in which the federal government retains an interest, unless the federal interest in the real property extends 15 years or longer. In those instances where the federal interest attached is for a period of 15 years or more, the federal awarding agency or the pass-through entity (RCO), at its option, may require the Sponsor to report at various multi-year frequencies (e.g., every two years or every three years, not to exceed a five-year reporting period; or a federal awarding agency or RCO may require annual reporting for the first three years of a federal award and thereafter require reporting every five years) (2 C.F.R§200.329 (2013)). SECTION 25. LONG-TERM OBLIGATIONS OF THE PROJECTS AND SPONSORS RCO 17-1052C Revision Date: 1/11/2018 Page 23 of 38 A. Long-Term Obligations of RCFB Projects. Sponsor shall comply with WAC 286-13-160, 170, and 180. B. Long-Term Obligations of SRFB Projects. Sponsor shall comply with WAC 420. C. Perpetuity. For acquisition, development, and restoration projects, or a combination thereof, unless otherwise allowed by policy, program rules, or this Agreement, or approved in writing by RCO or the funding board, RCO requires that the project area continue to function as intended after the period of performance in perpetuity. D. Conversion. The Sponsor shall not at any time convert any real property (including any interest therein) or facility acquired, developed, renovated, and/or restored pursuant to this Agreement, unless provided for in applicable statutes, rules, and policies. Conversion includes, but is not limited to, putting such property to uses other than those purposes for which funds were approved or transferring such property to another entity without prior approval via a written amendment to the Agreement. Also see WAC Title 286 or 420 and applicable policies. All real property or facilities acquired, developed, renovated, and/or restored with funding assistance shall remain in the same ownership and in public use/access status in perpetuity unless otherwise expressly provided in the Agreement or applicable policy or unless a transfer or change in use is approved by the funding board through an amendment. Failure to comply with these obligations is a conversion. Further, if the project is subject to operation and or maintenance obligations, the failure to comply with such obligations, without cure after a reasonable period as determined by the RCO, is a conversion. Determination of whether a conversion has occurred shall be based upon this Agreement, applicable law and RCFB/SRFB policies. For acquisition projects that are expressly term limited in the Agreement, such as one involving a lease or a term-limited restoration, renovation or development project or easement, the restriction on conversion shall apply only for the length of the term, unless otherwise provided in this Agreement, by funding board policy, other RCO approved written documents, or required by applicable state or federal law. When a conversion has been determined to have occurred, the Sponsor is required to remedy the conversion per established funding board policies, and the board or RCO may pursue such remedies as are allowed by law and board policies, and/or this Agreement. SECTION 26. CONSTRUCTION, OPERATION, USE AND MAINTENANCE OF ASSISTED PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition, development, maintenance, renovation, or restoration project: A. Property and facility operation and maintenance. Sponsor must ensure that properties or facilities assisted with funding board funds, including undeveloped sites, are built, operated, used, and maintained: 1. According to applicable federal, state, and local laws and regulations, including public health standards and building codes; 2. In a reasonably safe condition for the project's intended use; 3. Throughout its estimated useful service life so as to prevent undue deterioration; 4. In compliance with all federal and state nondiscrimination laws, regulations and policies. B. Open to the public. Unless otherwise specifically provided for in the Agreement of funding board policies, and in compliance with applicable statutes, rules, and funding board policies, facilities must be open and accessible to the general public, and must: RCO 17-1052C Revision Date: 1/11/2018 Page 24 of 38 1. Be constructed, maintained, and operated to meet or exceed the minimum requirements of the most current guidelines or rules, local or state codes, Uniform Federal Accessibility Standards, guidelines, or rules, including but not limited to: the International Building Code, the Americans with Disabilities Act, and the Architectural Barriers Act, as amended and updated. 2. Appear attractive and inviting to the public except for brief installation, construction, or maintenance periods. 3. Be available for appropriate use by the general public at reasonable hours and times of the year, according to the type of area or facility, unless otherwise stated in RCO manuals, by a decision of the board, or by RCO in writing. Sponsor shall notify the public of the availability for use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. SECTION 27. RECORDED NOTICE OF GRANT At the request of RCO, Sponsor shall record a notice of grant on the property and shall submit to the RCO a recorded and registry stamped copy of such notice. The purpose of the notice of grant is to ensure that the present and future use of the facility is and shall remain subject to the terms and conditions described in this Agreement. The notice of grant shall be in a format specified by RCO. SECTION 28. PROVISIONS RELATED TO CORPORATE(INCLUDING NONPROFIT) SPONSORS A corporate Sponsor, including any nonprofit Sponsor, shall: A. Maintain corporate status with the state, including registering with the Washington Secretary of State' s office, throughout the Sponsor's obligation to the project as identified in the Agreement. B. Notify RCO before corporate dissolution at any time during the period of performance or long-term obligations. Within 30 days of dissolution the Sponsor shall name a qualified successor that will agree in writing to assume any on-going project responsibilities, and transfer all property and assets to the successor. A qualified successor is any party eligible to apply for funds in the subject grant program and capable of complying with the terms and conditions of this Agreement. RCO will process an amendment transferring the Sponsor's obligation to the qualified successor if requirements are met. C. Maintain sites or facilities open to the public and may not limit access to members. SECTION 29. PROVISIONS FOR FEDERAL SUBAWARDS ONLY The following provisions shall be in force only if the project described in this Agreement is funded with a federal subaward as identified in Section H: FEDERAL FUND Information: A. Sub-Recipient(Sponsor) must comply with the cost principles of 2 C.F.R. Part 200 Subpart E (2013). 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. Binding Official. Per 2 CFR 200.415, 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)." RCO 17-1052C Revision Date: 1/11/2018 Page 25 of 38 C. 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, Appendix II, paragraph C. 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. D. 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 Section H: Federal Fund Information. 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. RCO 17-1052C Revision Date: 1/11/2018 Page 26 of 38 E. 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. F. 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. G. 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). H. 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. RCO 17-1052C Revision Date: 1/11/2018 Page 27 of 38 I. 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 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. J. 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)). K. 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. L. 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. SECTION 30. PROVISIONS FOR BOATING INFRASTRUCTURE GRANTS A. Use of Sport Fish Restoration Logo. Per 50 CFR 86 Sec 75 and 76, the user of the logo must indemnify and defend the United States and hold it harmless from any claims, suits, losses, and damages from; any allegedly unauthorized use of any patent, process, idea, method, or device by the user in connection with its use of the logo, or any other alleged action of the user; and any claims, suits, losses, and damages arising from alleged defects in the articles or services associated with the logo. No one may use any part of the logo in any other manner unless the United States Fish and Wildlife Service's Assistant Director for Wildlife and Sport Fish Restoration or Regional Director approves in writing. SECTION 31. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded from the Firearms and Archery Range Recreation Account. A. Liability Insurance. The Sponsor of a firearms or archery range recreation project shall procure an endorsement, or other addition, to liability insurance it carries, or shall procure a new policy of liability insurance, in a total coverage amount the Sponsor deems adequate to ensure it will have resources to pay successful claims of people who may be killed or injured, or suffer damage to property, while present at the range facility to which this grant is related, or by reason of being in the vicinity of that facility; provided that the coverage shall be at least one million dollars ($1,000,000)for the death of, or injury to, each person. B. Insurance Endorsement.The liability insurance policy, including any endorsement or addition, shall name Washington State, the funding board, and RCO as additional insured and shall be in a form approved by the funding board or director. RCO 17-1052C Revision Date: 1/11/2018 Page 28 of 38 • C. Length of Insurance.The policy, endorsement or other addition, or a similar liability insurance policy meeting the requirements of this section, shall be kept in force throughout the Sponsor's obligation to the project as identified in this Agreement in Section F. LONG-TERM OBLIGATIONS. D. Notice of Cancellation.The policy, as modified by any endorsement or other addition, shall provide that the issuing company shall give written notice to RCO not less than thirty (30) calendar days in advance of any cancellation of the policy by the insurer, and within ten (10) calendar days following any termination of the policy by the Sponsor. E. Government Agencies.The requirement of Subsection A through D above shall not apply if the Sponsor is a federal, state, or municipal government which has established a program of self-insurance or a policy of self-insurance with respect to claims arising from its facilities or activities generally, including such facilities as firearms or archery ranges, when the applicant declares and describes that program or policy as a part of its application to the funding board. F. Sole Duty of the Sponsor. By this requirement, the funding board and RCO does not assume any duty to any individual person with respect to death, injury, or damage to property which that person may suffer while present at, or in the vicinity of, the facility to which this grant relates. Any such person, or any other person making claims based on such death, injury, or damage, must look to the Sponsor, or others, for any and all remedies that may be available by law. SECTION 32. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS ONLY If the project has been approved by the National Park Service, US Department of the Interior, for funding assistance from the federal Land and Water Conservation Fund (LWCF), the"LWCF Grant Agreement General Provisions" are made part of this Agreement and incorporated herein. The Sponsor shall abide by these LWCF General Provisions, in addition to this Agreement, as they now exist or are hereafter amended. Further, the Sponsor agrees to provide RCO with reports or documents needed to meet the requirements of the LWCF General Provisions. SECTION 33. PROVISIONS FOR FARM AND FOREST ACCOUNT PROJECTS (FARMLAND AND FORESTLAND PRESERVATION PROJECTS ONLY) The following sections will not apply to Farmland and Forestland Preservation Projects if covered separately in a recorded RCO approved Agricultural Conservation Easement, or Forest Conservation Easement(or other method): A. Section 15- Income and Income Use; B. Section 19 -Stewardship and Monitoring; C. Section 21 -Acknowledgement and Signs; D. Section 24 -- Provisions Applying To Acquisition Projects, Sub-sections D, F, and G; E. Section 25C -Perpetuity; and F. Section 26--Construction, Operation, Use and Maintenance of Assisted Projects. SECTION 34. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY 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. RCO 17-1052C Revision Date: 1/11/2018 Page 29 of 38 SECTION 35. PROVISIONS FOR PUGET SOUND ACQUISITION AND RESTORATION PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded in part or wholly from the Puget Sound Acquisition and Restoration program. The Sponsor agrees to the following terms and conditions: A. Cost Principles/Indirect Costs For State Agencies. GRANT RECIPIENT agrees to comply with the cost principles of 2 CFR 200 Subpart E as appropriate to the award. In addition to the US Environmental Protection Agency's General Terms and Conditions"Indirect Cost Rate Agreements," if the recipient does not have a previously established indirect cost rate, it agrees to prepare and submit its indirect cost rate proposal in accordance with 2 CFR 200 Appendix VII. B. Credit and Acknowledgement. In addition to Section 21: Acknowledgement and Signs, materials produced must display both the Environmental Protection Agency (EPA) and Puget Sound Partnership (PSP) logos and the following credit line: "This project has been funded wholly or in part by the United States Environmental Protection Agency. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for use."This requirement is for the life of the product, whether during or after the Agreement period of performance. C. Hotel Motel Fire Safety Act. Sponsor agrees to ensure that all conference, meeting, convention, or training space funded in whole or part with federal funds, complies with the federal Hotel and Motel Fire Safety Act (PL 101-391, as amended). Sponsors may search the Hotel-Motel National Master List @ http://www.usfa.dhs.gov/applications/hotel to see if a property is in compliance or to find other information about the Act. D. Drug Free Workplace Certification. Sub-recipient(Sponsor) shall make an ongoing, good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in 2 C.F.R. Part 1536 Subpart B. Additionally, in accordance with these regulations, the recipient organization shall identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. Sponsors who are individuals must comply with the drug-free provisions set forth in 2 C.F.R. Part 1536 Subpart C. The consequences for violating this condition are detailed under 2 C.F.R. Part 1536 Subpart E. E. Management Fees. Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable. The term "management fees or similar charges" refers to the expenses added to direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities or for other similar costs that are not allowable. Management fees or similar charges may not be used to improve or expand the project funded under this Agreement, except for the extent authorized as a direct cost of carrying out the scope of work. F. Trafficking in Persons and Trafficking Victim Protection Act of 2000 (TVPA). This provision applies only to a sub-recipient(Sponsor), and all sub-awardees of sub-recipient(Sponsor), if any. Sub-recipient(Sponsor) shall include the following statement in all sub-awards made to any private entity under this Agreement. "You as the sub-recipient, your employees, sub-awardees under this award, and sub-awardees'employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the period of time that the award is in effect; or use forced labor in the performance of the award or sub-awards under this Award." The sub-recipient(Sponsor), and all sub-awardees of sub-recipient(Sponsor) must inform RCO immediately of any information you receive from any source alleging a violation of this prohibition during the award term. RCO 17-1052C Revision Date: 1/11/2018 Page 30 of 38 The federal agency funding this Agreement may unilaterally terminate, without penalty, the funding award if this prohibition is violated, Section 106 of the Trafficking Victims Protection Act of 2000, as amended. G. Lobbying. The chief executive officer of this recipient agency (Sponsor) shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States, unless authorized under existing law. The recipient(Sponsor) shall abide by its respective Cost Principles (OMB Circulars A-21, A-87, and A-122), which generally prohibits the use of federal grant funds for litigation against the United States, or for lobbying or other political activities. The Sponsor agrees to comply with 40 C.F.R. Part 34, New Restrictions on Lobbying. Sponsor shall include the language of this provision in award documents for all sub-awards exceeding$100,000, and require that sub-awardees submit certification and disclosure forms accordingly. In accordance with the Byrd Anti-Lobbying Amendment, any Sponsor who makes a prohibited expenditure under 40 C.F.R. Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each expenditure. All contracts awarded by Sponsor shall contain, when applicable, the anti-lobbying provisions as stipulated in the Appendix at 40 C.F.R. Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act, Sponsor affirms that it is not a non-profit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a non-profit organization described in Section 501(c)(4)'of the code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. H. Reimbursement Limitation. If the Sponsor expends more than the amount of RCO funding in this Agreement in anticipation of receiving additional funds from the RCO, it does so at its own risk. RCO is not legally obligated to reimburse the Sponsor for costs incurred in excess of the RCO approved budget. I. Disadvantaged Business Enterprise Requirements.The Sponsor agrees to comply with the requirements of EPA's Utilization of Small, Minority and Women's Business Enterprises in procurements made under this award. J. Minority and Women's Business Participation. Sponsor agrees to solicit and recruit, to the maximum extent possible, certified minority owned (MBE) and women owned (WBE) businesses in purchases and contracts initiated after the effective date of this Agreement. These goals are expressed as a percentage of the total dollars available for purchase or agreement and are as follows: Purchased Goods 8% MBE 4%WBE Purchased Services 10% MBE 4%WBE Professional Services 10% MBE 4%WBE Meeting these goals is voluntary and no agreement award or rejection shall be made based on achievement or non-achievement of the goals. Achievement of the goals is encouraged, however, and Sponsor and ALL prospective bidders or people submitting qualifications shall take the following affirmative steps in any procurement initiated after the effective date of this Agreement: 1. Include qualified minority and women's businesses on solicitation lists. 2. Assure that qualified minority and women's business are solicited whenever they are potential sources of services or supplies. RCO 17-1052C Revision Date: 1/11/2018 Page 31 of 38 3. Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. 4. Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. 5. Use the services and assistance of the State Office of Minority and Women's Business Enterprises (OMWBE) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. K. MBE/WBE Reporting. In accordance with the deviation from 40 C.F.R. §33.502, signed November 8, 2013, DBE reporting is limited to annual reports and only required for assistance agreements where one or more the following conditions are met: 1. There are any funds budgeted in the contractual/services, equipment or construction lines of the award; 2. $3,000 or more is included for supplies; or 3. There are funds budgeted for subawards or loans in which the expected budget(s) meet the conditions as 4. Described in items (a) and (b). When completing the form, recipients (Sponsors) should disregard the quarterly and semi-annual boxes in the reporting period Section 1B of the form. For annual submissions, the reports are due by October 30th of each year or 90 days after the end of the project period, whichever comes first. The reporting requirement is based on planned procurements. Recipients (Sponsors)with funds budgeted for non-supply procurement and/or$3,000 or more in supplies are required to report annually whether the planned procurements take place during the reporting period or not. If no procurements take place during the reporting period, the recipient should check the box in Section 5B when completing the form. MBE/WBE reports should be sent to the DBE Coordinator in the Sponsor's region. Contact information can be found at http://www.epa.gov/osbp/contactpage.htm. The coordinators also can answer any questions. Final MBE/WBE reports must be submitted within 90 days after the project period of the grant ends. To be in compliance with regulations, the Sponsor must submit a final MBE/WBE report. Non-compliance may impact future competitive grant proposals. The current EPA Form 5700-52A can be found at the EPA Office of Small Business Program's Home Page at http://www.epa.gov/osbp/dbe_reporting.htm. L. Procurement involving an EPA Financial Assistance Agreement. Pursuant to 40 C.F.R. § 33.301, the Sponsor agrees to make the following six good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to require that sub-recipients (Sponsors), and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained: 1. Ensure Disadvantaged Business Enterprise (DBEs) are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local and Government Sponsors, this will include placing DBEs on solicitation lists and soliciting them whenever they are potential sources. RCO 17-1052C Revision Date: 1/11/2018 Page 32 of 38 • 2. Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. 3. Consider in the contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal, State and local Government Sponsors, this will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. 4. Encourage contracting with a consortium of DBEs when an agreement is too large for one of these firms to handle individually. 5. Use the services and assistance of the Small Business Administration (SBA) and the Minority Business Development of the Department of Commerce. 6. If the Sponsor awards subcontracts, require the Sponsor to take the steps in paragraphs (a) through (e) of this section. M. Lobbying & Litigation. By signing this Agreement, the Sponsor certifies that none of the funds received from this Agreement shall be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The chief executive officer of this Sponsor agency shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The Sponsor shall abide by its respective Attachment in 2 C.F.R. Part 200, which prohibits the use of federal grant funds for litigation against the United States or for lobbying or other political activities. For subawards exceeding $100,000, EPA requires the following certification and disclosure forms: 1. Certification Regarding Lobbying, EPA Form 6600-06: http://www.epa.gov/ogd/AppKit/form/Lobbying_sec.pdf 2. Disclosure of Lobbying Activities, SF LLL: http://www.epa.gov/ogd/AppKit/form/sflllin_sec.pdf 3. Legal expenses required in the administration of Federal programs are allowable. Legal expenses for prosecution of claims against the Federal Government are unallowable. N. Payment to Consultants. EPA participation in the salary rate (excluding overhead) paid to individual consultants retained by recipients (Sponsors) or by a recipients' (Sponsor's) contractors or subcontractors shall be limited to the maximum daily rate for Level IV of the Executive Schedule (formerly GS-18), to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with his/her normal travel reimbursement practices). Subagreements with firms for services that are awarded using the procurement requirements in 40 C.F.R. Parts 30 or 31, are not affected by this limitation unless the terms of the contract provide the recipient(Sponsor)with responsibility for the selection, direction and control of the individual who will be providing services under the contract at an hourly or daily rate of compensation. See 40 C.F.R. § 30.27(b) or 40 C.F.R. § 31.369(j), as applicable, for additional information. As of January 1, 2014, the limit is$602.24 per day $75.28 per hour. RCO 17-1052C Revision Date: 1/11/2018 Page 33 of 38 O. Peer Review.Where appropriate, prior to finalizing any significant technical products the Principal Investigator(PI) of this project must solicit advice, review, and feedback from a technical review or advisory group consisting of relevant subject matter specialists. A record of comments and a brief description of how respective comments are addressed by the PI will be provided to the Project Monitor prior to releasing any final reports or products resulting from the funded study. P. International Travel (Including Canada).All International Travel must be approved by the US Environmental Protection Agency's Office of International and Tribal Affairs (OITA) BEFORE travel occurs. Even a brief trip to a foreign country, for example to attend a conference, requires OITA approval. Please contact your Partnership Project manager as soon as possible if travel is planned out of the country, including Canada and/or Mexico, so that they can submit a request to the EPA Project Officer if they approve of such travel. Q. Unliquidated Obligations(ULO). Sub-recipients, and all sub-awardees of Sub-Recipients, if any, should manage their agreement and subaward funding in ways that reduce the length of time that federal funds obligated and committed to subaward projects are unspent(not yet drawn down through disbursements to sub-recipients and sub-awardees). SECTION 36. 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: 1. Federal law and binding executive orders; 2. Code of federal regulations; 3. Terms and conditions of a grant award to the state from the federal government; 4. Federal grant program policies and procedures adopted by a federal agency that are required to be applied by federal law; 5. State law (constitution, statute); 6. Washington Administrative Code; 7. Funding board or RCO policies. SECTION 37. LIMITATION OF AUTHORITY Only RCO's Director or RCO's delegate by 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. SECTION 38. 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. SECTION 39. APPLICATION REPRESENTATIONS—MISREPRESENTATIONS OR INACCURACY OR BREACH RCO 17-1052C Revision Date: 1/11/2018 Page 34 of 38 • The funding board 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 application may be deemed a breach of this Agreement. SECTION 40. SPECIFIC PERFORMANCE The funding board and RCO may enforce this Agreement by the remedy of specific performance, which usually will mean completion of the project as described in this Agreement and/or enforcement of long-term obligations. However, the remedy of specific performance shall not be the sole or exclusive remedy available to RCO. No remedy available to the funding board or RCO shall be deemed exclusive. The funding board or 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. SECTION 41. TERMINATION AND SUSPENSION The funding board and RCO will require 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 all funding board and RCO policies, and with the representations of the Sponsor in its application for a grant as finally approved by the funding board. For federal awards, notification of termination will comply with 2 C.F.R. §200.340. A. For Cause. 1. The fundingboard or the director maysuspend or terminate the obligation toprovide funding p 9 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 funding board or 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 or the funding board 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 or board 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. RCO 17-1052C Revision Date: 1/11/2018 Page 35 of 38 C. Rights of 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 funding board or director, after any portion of the grant amount has been paid to the Sponsor under this Agreement, the funding board or 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 it 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 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. SECTION 42. DISPUTE HEARING Except as may otherwise be provided in this Agreement, when a dispute arises between the Sponsor and the funding board, 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 third person shall be chosen by the funding board's chair. 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 decision of the disputes panel, unless the remedy directed by that panel shall be without the authority of either or both parties to perform, as necessary, or is otherwise unlawful. RCO 17-1052C Revision Date: 1/11/2018 Page 36 of 38 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. SECTION 43. ATTORNEYS'FEES In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs. SECTION 44. 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 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. SECTION 45. PROVISIONS APPLICABLE ONLY IF FEDERALLY RECOGNIZED INDIAN TRIBE IS THE SPONSOR In the cases where this Agreement is between the funding board (which includes the State of Washington for purposes of this Agreement) and a federally recognized Indian Tribe, the following terms and conditions apply, but only between those parties: A. Notwithstanding the above venue provision, if the State of Washington intends to initiate legal action against a federally recognized Indian tribe relating to the performance, breach, or enforcement of this Agreement, it shall so notify the Tribe. If the Tribe believes that a good faith basis exists for subject matter jurisdiction of such an action in federal court, the Tribe shall so notify the State within five days of receipt of such notice and state the basis for such jurisdiction. If the Tribe so notifies the State, the State shall bring such action in federal court, otherwise the State may sue the Tribe in the Thurston County Superior Court, or such other superior court where venue is proper, if not proper in Thurston County. Interpretation of the Agreement shall be according to applicable State law, except to the extent preempted by federal law. In the event suit is brought in federal court and the federal court determines that it lacks subject matter jurisdiction to resolve the dispute between the State and Tribal Party, then the State may bring suit in Thurston County Superior Court or such other superior court where venue is proper, if not proper in Thurston County. B. Any judicial award, determination, order, decree or other relief, whether in law or equity or otherwise, resulting from such actions under subsection A above, shall be binding and enforceable on the parties. Any money judgment or award against a Tribe, tribal officers, or employees, or the State of Washington, its agencies, or its officers and employees may exceed the amount of funding awarded under this Agreement. C. As requested by RCO, the Tribe shall provide to RCO its governing requirements and procedures for entering into Agreement with RCO and waiving its sovereign immunity. In addition, the tribe shall provide to RCO all authorizations the Tribe requires to authorize the person(s) signing the Agreement on the Tribe's behalf to bind the Tribe and waive the Tribe's sovereign immunity as provided herein. RCO 17-1052C Revision Date: 1/11/2018 Page 37 of 38 D. The Tribe hereby waives its sovereign immunity for suit in federal and state court for the limited purposes of allowing the State to bring and prosecute to completion such actions relating to the performance, breach, or enforcement of this Agreement as provided in subsection A above, and to bring actions to enforce any judgment arising from such actions. This waiver is not for the benefit of any third party and shall not be enforceable by any third party or by any assignee of the parties. In any enforcement action, the parties shall bear their own enforcement costs, including attorneys'fees. For purposes of this provision, the State includes the funding board, the RCO, and any other state agencies as the term "agency" is broadly understood to include, but not be limited to, departments, commissions, boards, divisions, bureaus, committees, offices, councils, societies, etc. SECTION 46. 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. RCO 17-1052C Revision Date: 1/11/2018 Page 38 of 38 Eligible Scope Activities Project Sponsor: Jefferson County Project Number: 17-1052 Project Title: Big Quilcene Riparian Protection Project Type: Planning&Acquisition Program: Salmon Federal Projects Approval: 2/1/2018 Acquisition Metrics Property: Dias (Worksite#1, Lower Big Quilcene Floodplain) Real Property Acquisition Easement Easement type: Other Easement Acres by Acreage Type(easement): Riparian 3.00 Incidentals Appraisal Appraisal Review Closing, Recording,Taxes,Title Cultural resources(Acq) Survey(Acq) Administrative Costs(Acq) Administrative costs(Acq) Property: Ward, Charles (Nick) (Worksite #1, Lower Big Quilcene Floodplain) Real Property Acquisition Easement Easement type: Other Easement Acres by Acreage Type(easement): Riparian 4.00 Incidentals Appraisal Appraisal Review Closing, Recording,Taxes,Title Cultural resources(Acq) Survey(Acq) Administrative Costs(Acq) Administrative costs(Acq) Planning Metrics Worksite #1, Lower Big Quilcene Floodplain ELIGREIM.RPT May 29,2018 Page: 1 Eligible Scope Activities Targeted salmonid ESU/DPS(A.23): Chinook Salmon-Puget Sound ESU, Chum Salmon-Hood Canal Summer-run ESU, Coho Salmon-Puget Sound/Strait of Georgia ESU, Steelhead-Puget Sound DPS Area Encompassed(acres) (B.0.b.1): 10.0 This figure is dependent upon the approach taken by each landowner- conservation easement or fee-simple and, if the latter, whether or not a boundary line adjustment would be possible to reduce the size of the acquisition. Targeted species(non-ESU species): Cutthroat Miles of Stream and/or Shoreline Affected (B.0.b.2): 1.00 This is the extent of the Big Quilcene River anticipated to be affected by implementation of the Restoration Design. Miles of Stream and/or Shoreline Treated or Protected (C.O.b): 0.05 Project Identified In a Plan or Watershed Assessment(C.O.c): Hood Canal Summer Chum ESA Restoration Plan 01/11/05 WRIA 17 Salmon Habitat Limiting Factors Analysis 1/01/02 Big Quilcene Watershed Analysis USFS/WSDNR 01/01/1994 Big Quilcene River Linger Longer Reach Feasibility Study and Action Plan 06/2005 PSNERP Strategic Restoration Conceptual Engineering- Final Design Report Revised 2012; Big Quilcene Restoration Design Preferred Alternative-HCSEG 2017 Type Of Monitoring (C.O.d.1): None Restoration Planning And Coordination Project Conducting habitat restoration scoping and feasibility studies(B.1.b.8) Project Identified in a Plan or Watershed Assessment(8.1.b.8.a): Acquisitions are identified in several plans(see Acquisition Metrics)and the outreach to landowners is a necessary step towards accomplishing the acquisitions linked to a road realignment upstream of the current location. Priority in Recovery Plan(B.1.b.8.b): None Name and Description of Plan: None Agency Indirect Costs Agency Indirect ELIGREIM.RPT May 29,2018 Page: 2 . Milestone Report By Project Project Number: 17-1052 C Project Name: Big Quilcene Riparian Protection Sponsor: Jefferson County of Project Manager: Josh Lambert X ! Milestone Target Date Comments/Description Project Start 01/19/2018 Data Gathering Started 06/15/2018 ongoing restoration/design outreach I Progress Report Due 07/31/2018 ! Annual Project Billing Due 07/31/2018 RFP Complete/Consultant Hired 09/01/2018 appraiser Order Appraisal(s) 10/01/2018 I Order Appraisal Review(s) 11/01/2018 I Purchase Agreement Signed 01/01/2019 Baseline Documentation to RCO 01/01/2019 ! Progress Report Due 01/31/2019 Acquisition Closing 03/01/2019 Environmental Assess Complete 03/01/2019 Recorded Acq Documents to RCO 04/01/2019 Recorded Land Survey to RCO 04/01/2019 i Annual Project Billing Due 07/31/2019 I Progress Report Due 07/31/2019 I Cultural Resources Complete 08/01/2019 Draft Design to RCO 09/01/2019 In partnership with HCSEG who will submit restoration design RCO Final Inspection 11/01/2019 Demolition Complete 11/01/2019 Noxious Weed Control Complete 11/01/2019 Funding Acknowl Sign Posted 11/01/2019 If HCSEG agrees. May occur as part of restoration phase instead. Stewardship Plan to RCO 12/31/2019 Final Report Due 12/31/2019 I Agreement End Date 12/31/2019 Final Billing Due 12/31/2019 X=Milestone Complete IMILESTO.RPT May 29.2018 Paae: 1 Milestone Report By Project !=Critical Milestone IMILESTO.RPT May 29.2018 Paae: 2