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CC RESO 1375RESOLUTION NO. 1375 (2018) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BOTHELL, WASHINGTON TO AUTHORIZE THE CITY MANAGER TO BE THE AUTHORIZED REPRESENTATIVE FOR THE WA RECREATION AND CONSERVATION OFFICE GRANTS FOR 18-1355 NON -MOTORIZED BRIDGE AT THE PARK AT BOTHELL LANDING AND 18-1833 LAND ACQUISITION FOR SHELTON VIEW FOREST IN 2018 WHEREAS, This resolution authorizes the person identified below (in section 2) to act as the authorized representative/agent on behalf of our organization and to legally bind our organization with respect to the Non -Motorized Bridge at the Park at Bothell Landing (18-1355) and Land. Acquisition for Shelton View Forest (18-1833) Projects for which we seek grant funding assistance managed through the Recreation and Conservation Office (Office); and WHEREAS, state grant assistance is requested by our organization to aid in financing the cost of the Project(s) referenced above. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BOTHELL, WASHINGTON, DOES RESOLVE AS FOLLOWS: Section 1. Our organization has applied for or intends to apply for funding assistance managed by the Office for the above "Project(s)." Section 2. Jennifer Phillips, City Manager, is authorized to act as a representative/agent for our organization with full authority to bind the organization regarding all matters related to the Project(s), including but not limited to, full authority to: (1) approve submittal of a grant application to the Office, (2) enter into a project agreement(s) on behalf of our organization, (3) sign any amendments thereto on behalf of our organization, (4) make any decisions and submissions required with respect to the Project(s), and (5) designate a project contact(s) to implement the day-to-day management of the grant(s). Section 3. Our organization has reviewed the sample project agreement on the Recreation and Conservation Office's WEBSITE at: https•//rco wa gov/documents/manuals&forms/SampleProjA_qreement adf. We understand and acknowledge that if offered a project agreement to sign in the future, it will contain an indemnification and legal venue stipulation (applicable to any sponsor) and a waiver of sovereign immunity (applicable to Tribes) and other terms and conditions substantially in the form contained in the sample project agreement and that such terms and conditions of Page 1 of 4 any signed project agreement shall be legally binding on the sponsor if our representative/agent enters into a project agreement on our behalf. The Office reserves the right to revise the project agreement prior to execution and shall communicate any such revisions with the above authorized representative/agent before execution. Section 4. Our organization acknowledges and warrants, after conferring with its legal counsel, that its authorized representative/agent has full legal authority to enter into a project agreement(s) on its behalf, that includes indemnification, waiver of sovereign immunity (as may apply to Tribes), and stipulated legal venue for lawsuits and other terms substantially in the form contained in the sample project agreement or as may be revised prior to execution. Section 5. Grant assistance is contingent on a signed project agreement. Entering into any project agreement with the Office is purely voluntary on our part. Section 6. Our organization understands that grant policies and requirements vary depending on the grant program applied to, the grant program and source of funding in the project agreement, the characteristics of the project, and the characteristics of our organization. Section 7. Our organization further understands that prior to our authorized representative/agent executing the project agreement(s), the RCO may make revisions to its sample project agreement and that such revisions could include the indemnification, the waiver of sovereign immunity, and the legal venue stipulation. Our organization accepts the legal obligation that we shall, prior to execution of the project agreement(s), confer with our authorized representative/agent as to any revisions to the project agreement from that of the sample project agreement. We also acknowledge and accept that if our authorized representative/agent executes the project agreement(s) with any such revisions, all terms and conditions of the executed project agreement (including but not limited to the indemnification, the waiver of sovereign immunity, and the legal venue stipulation) shall be conclusively deemed to be executed with our authorization. Section 8. Any grant assistance received will be used for only direct eligible and allowable costs that are reasonable and necessary to implement the project(s) referenced above. Section 9. Our organization acknowledges and warrants, after conferring with its legal counsel, that no additional legal authorization beyond this authorization is required to make the indemnification, the waiver of sovereign immunity (as may apply to Tribes), and the legal venue stipulation substantially in form shown on the sample project agreement or as may be revised prior to execution legally binding on our organization upon execution by our representative/agent. Section 10. (Recreation and Conservation Funding Board Grant Programs Only] If match is required for the grant, we understand our organization must certify the availability Page 2 of 4 of match at least one month before funding approval. In addition, our organization understands it is responsible for supporting all non-cash matching share commitments to this project should they not materialize. Section 11. Our organization acknowledges that if it receives grant funds managed by the Office, the Office will pay us on only a reimbursement basis. We understand reimbursement basis means that we will only request payment from the Office after we incur grant eligible and allowable costs and pay them. The Office may also determine an amount of retainage and hold that amount until the Project is complete. Section 12. [Acquisition Projects Only] Our organization acknowledges that any property acquired with grant assistance must be dedicated for the purposes of the grant in perpetuity unless otherwise agreed to in writing by our organization and the Office. We agree to dedicate the property in a signed "Deed of Right' for fee acquisitions, or an "Assignment of Rights" for other than fee acquisitions (which documents will be based upon the Office's standard versions of those documents), to be recorded on the title of the property with the county auditor. Section 13. [Acquisition Projects Onlyj Our organization acknowledges that any property acquired in fee title must be immediately made available to the public unless otherwise provided for in policy, the project agreement, or authorized in writing by the Office Director. Section 14. [Development, Renovation, Enhancement, and Restoration Projects Only- Ifyour organization owns the arooerlvlOur organization acknowledges that any property owned by our organization that is developed, renovated, enhanced, or restored with grant assistance must be dedicated for the purpose of the grant in perpetuity unless otherwise allowed by grant program policy, or Office in writing and per the project agreement or an amendment thereto. Section 15. [Development, Renovation, Enhancement, and Restoration Projects Only- Ifyour organization DOES NOT own the orooertvlOur organization acknowledges that any property not owned by our organization that is developed, renovated, enhanced, or restored with grant assistance must be dedicated for the purpose of the grant as required by grant program policies unless otherwise provided for per the project agreement or an amendment thereto. Section 16. [Only for Projects located in Water Resources Inventory Areas 1- 19 that are applying for funds from the Critical Habitat, Natural Areas, State Lands Restoration and Enhancement, Riparian Protection, or Urban Wildlife Habitat grant categories; or the Puget Sound Acquisition and Restoration program, or a Salmon Recovery Funding Board approvedgrantj Our organization certifies the following: the Project does not conflict with the Puget Sound Action Agenda developed by the Puget Sound Partnership under RCW 90.71.310. Section 17. This resolution/authorization is deemed to be part of the formal grant application to the Office. Page 3 of 4 Section 18. Our organization warrants and certifies, after conferring with its legal counsel, that this resolution/authorization was properly and lawfully adopted following the requirements of our organization and applicable laws and policies and that our organization has full legal authority to commit our organization to the warranties, certifications, promises and obligations set forth herein. Section 19. The City Clerk is authorized to make necessary corrections to this resolution including, but not limited to, the correction of scrivener's/clerical errors, references, resolution numbering, section/subsection numbers and any references thereto. PASSED this ' 7 day of A PR l < 2018. _••:• i1 W J.. RHEAUME MAYOR Washington State Attorney General's Office Approved as to form - AssistantAttoruey Genera/ Date ATTEST/AUTHENTICATED: LAURA HA AWAY CITY CLERK FILED WITH THE CITY CLERK: April 10, 2018 PASSED BY THE CITY COUNCIL: April 17, 2018 RESOLUTION NO.: 1375 (2018) Page 4 of 4