WA ST Recreation and Conservation Office 10/15/2021

of specific performance shall not be the sole or exclusive remedy available to RCO. No remedy available to the RCO shall be deemed exclusive.The RCO may elect to exercise any,a combination of, or all of the remedies available to it under this Agreement,or under any provision of law,common law,or equity,including but not limited to seeking full or partial repayment of the grant amount paid and damages. TERMINATION AND SUSPENSION The RCO requires strict compliance by the Sponsor with all the terms of this Agreement including,but not limited to,the requirements of the applicable statutes, rules,and RCO policies, and with the representations of the Sponsor in its application for a grant as finally approved by RCO. For federal awards, notification of termination will comply with 2 C.F.R. §200.340. A. For Cause. 1) The RCO director may suspend or terminate the obligation to provide funding to the Sponsor under this Agreement: a) If the Sponsor breaches any of the Sponsor's obligations under this Agreement; b) If the Sponsor fails to make progress satisfactory to the RCO director toward completion of the project by the completion date set out in this Agreement. Included in progress is adherence to milestones and other defined deadlines; or c) If the primary and secondary Sponsor(s)cannot mutually agree on the process and actions needed to implement the project; 2) Prior to termination,the RCO shall notify the Sponsor in writing of the opportunity to cure. If corrective action is not taken within 30 days or such other time period that the director approves in writing,the Agreement may be terminated. In the event of termination, the Sponsor shall be liable for damages or other relief as authorized by law and/or this Agreement. 3) RCO reserves the right to suspend all or part of the Agreement,withhold further payments,or prohibit the Sponsor from incurring additional obligations of funds during the investigation of any alleged breach and pending corrective action by the Sponsor, or a decision by the RCO to terminate the Contract. B. For Convenience.Except as otherwise provided in this Agreement, RCO may, by ten(10)days written notice, beginning on the second day after the mailing,terminate this Agreement, in whole or in part when it is in the best interest of the state. If this Agreement is so terminated,RCO shall be liable only for payment required under the terms of this Agreement prior to the effective date of termination.A claimed termination for cause shall be deemed to be a "Termination for Convenience"if it is determined that: 1) The Sponsor was not in default; or 2) Failure to perform was outside Sponsor's control,fault or negligence. C. Rights and Remedies of the RCO. 1) The rights and remedies of RCO provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 2) In the event this Agreement is terminated by the director,after any portion of the grant amount has been paid to the Sponsor under this Agreement due to Sponsors breach of the Agreement or other violation of law,the director may require that any amount paid be repaid to RCO for redeposit into the account from which the funds were derived. However,any repayment shall be limited to the extent repayment would be inequitable and represent a manifest injustice in circumstances where the project will fulfill its fundamental purpose for substantially the entire period of performance and of long-term obligation. D. Non Availability of Funds.The obligation of the RCO to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under this Agreement are not appropriated to RCO for expenditure for this Agreement in any biennial fiscal period, RCO shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary action by the Legislature or the Office of Financial Management occurs. If RCO participation is suspended under this section for a 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 RCO:20-1579 Revision Date: 6/1/2021 Page 20 of 21