WA ST Transportation Improvement Board 2/29/2016

3 Washington State Transportation improvement Board C-P-138(001)-1 Complete Streets Award Grant Agreement 8. TERM OF AGREEMENT This Agreement shall be effective upon execution by the Parties and shall continue through closeout of the grant amount, or amendment thereof, or unless terminated as provided herein. In no event shall the Agreement term exceed three years, unless extended by Agreement amendment pursuant to Section 14: 9. NON-COMPLIANCE, DEFAULT AND TERMINATION 9.1 NON-COMPLIANCE a) In the event TIB determines, in its sole discretion, the RECIPIENT has failed to comply with the terms and conditions of this Agreement and applicable rules under WAC 479-10-500 et seq, TIB shall notify the RECIPIENT, in writing, of RECIPIENT'S non-compliance. b) RECIPIENT shall provide a written response within ten (10) business days of receipt of TIB's notice of non-compliance, which shall include either a detailed plan to correct the non-compliance, a request to amend the Project work plan, or a denial accompanied by supporting documentation. An agreement to amend the Project work plan must be pursuant to Sectionl4. c) • RECIPIENT shall have thirty (30) days in which to make reasonable progress toward compliance pursuant to its Project work plan to correct or implement an amendment to the Project work plan. d) Should RECIPIENT dispute non-compliance, TIB will investigate the dispute and, in its sole discretion, TIB may require the RECIPIENT to stop incurring additional Project work plan costs during the investigation. Should TIB require the RECIPIENT to stop incurring additional costs to be paid with the grant funds, the RECIPIENT shall be solely obligated for paying any additional costs incurred by such suspension of work, contractor claims, or litigation costs; such costs cannot be paid for with grant funds. 9.2 DEFAULT RECIPIENT is in default if TIB determines, in its sole discretion, that: a) RECIPIENT is not making reasonable progress toward correction and compliance with this Agreement and the Project work plan; b) TIB denies the RECIPIENT's request to amend the Project work plan; and c) After investigation, TIB confirms RECIPIENT'S non-compliance. 9.3 TERMINATION a) In the event of default as determined pursuant to Section 9, TIB shall serve RECIPIENT with a written notice of termination of this Agreement, which may be served in person, by email or by certified letter. Upon service of notice of termination, the RECIPIENT shall immediately stop incurring costs chargeable against the grant funds and/or take such actions necessary as may be directed by TIB to protect TIB's grant funds. b) In the event of termination, the RECIPIENT may be liable for damages as authorized by law including, but not limited to, repayment of all grant funds. c) The rights and remedies of TIB provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. Complete Streets Grant Agreement Page 3 of 5 December 2016