DocuSign Envelope ID: 41P23CACABE-GBESA62S9E635405  Marion County ORIGON FINANCE DEPARTMENT Contact: Ashley Gresley Phone #: (503)584-7722  Contract Review Sheet Intergovernmental Agreement #: CS-6020-24  Amendment #:  Department: Community Services Department  Analyst: Kathleen George  Title: Econ - Mill City Falls Park Planning Project Contractor's Name: City of Mill City Term- Date From: Execution Original ContractAmount: $ Current Amendment: $ Incoming Funds  Expires: June 30, 2025 Previous Amendments Amount: New Contract Total: $ Reinstatement  120,000.00  $ Amd% 0%  120,000.00  Federal Funds  Retroactive  Amendment greater than 25%  Source Selection Method: 50-0010 General Exemptions (IGAs Grants QRFS)  Department  Description of Services or Grant Award  This Intergovernmental Agreement with the City ofl Mill City in the amount of $120,000 is to complete an engineering and  permitting planning package for bank stabilization at Mill City Falls Park.  Desired BOC Session Date: Agenda Planning Date Management Update  015292024 5/16/2024 4/11/2024  Files submitted in CMS for Approval: Printed packets due in Finance: BOC upload / Board Session email:  5/8/2024 5/14/2024 5/15/2024  BOC Session Presenter(s) Lari Rupp  FOR FINANCEUSE  Comments: Y  REQUIRED APPROVALS  DocuSigned! by: Vjk Finance Contracts Docusignedby: Sutt Morvis Legal Counsel  Docusignedby: AVy Gog Contract Specialist DocuSignedby: Jaun Fnta Chief Administrative Officer  5/8/2024 Date 5/8/2024 Date  5/9/2024 Date 5/8/2024 Date    DocuSign Envelope ID: 4IPACACAREAGBESA62S493E6SSAUS  MARION COUNTY BOARD OF COMMISSIONERS  OREGON Board Session Agenda Review Form  Junes,  Meeting date: May-29, 2024 Department: Community Services  1  Title:  Intergovernmental Agreement for Mill City Planning Project  Management Update/Work. Session Date: April 11, 2024  Audio/Visual aids 503-589-3235  10 minutes  Lari Contact: Rupp  Time Required:  Phone:.  Requested. Action: Consider approval of the Intergovernmental Agreement with the City of Mill City in the amount of  $120,000 to complete an engineering and permitting planning package for bank stabilization at  Mill City Falls Park.  Issue, Description &Background:  In2 2023, Marion County received a $1 million appropriation towards the Opal Creek Promise fora a suite of six community planning projects to support long-term economic recovery in the North Santiam Canyon. Marion County budgeted $120,000 oft this funding tot the City of Mill City to complete a planning project. The City of Mill City proposes to use the funds for an engineering and permitting package for bank stabilization ofa a collapsed retention wall at Mill City Falls Park.  Financial Impacts:  The proposed intergovernmental agreement is $120,000 in outgoing funds. The project is being funded through a North Santiam Canyon Sel-Determination Project grant from the US Forest Service and Oregon Business Development Department.  Impacts tol Department This funding directly impacts the City of Mill City in its wildfire recovery efforts. Bank stabilization is & External Agencies: required before an overlook and park improvements can be built in the lower Mill City Falls park  area near the river,  List of attachments: Proposed intergovernmental agreement with the City of Mill City  Presenter: Department Head Signature:  Tim! Kirsch, Mayor of Mill City Lari Rupp, Economic Development Specialist DocuSignedby:     DocuSign Envelope ID: 241F23CHCA9E46BE-8A625493E6386405  MARION COUNTY SUBRECIPIENT AGREEMENT CS-6020-24  This Agreement is entered into by and between Marion County, aj political subdivision of the State of Oregon, hereinafter referred to as "County", and the City of] Mill City, a unit oflocal government,  hereinafter referred to as' "Subrecipient".  Recitals  A. WHEREAS, in 19961 the Omnibus Parks and Public Lands Management Act designated 37,500 acres oftimberland int the Upper North Santiam Canyon region as the Opal Creek Wilderness and Scenicl Recreation Area. The Omnibus Bill was signed as part of the overall agreement to transfer these lands, and the legislation. Authorized $15,000,000.00 to support economic development B. WHEREAS, the USDA Forest Service established The Opal Creek Wilderness Economic Grant C.V WHEREAS, the State of Oregon, acting by and through its Oregon Business Development Department ("OBDD") received Opal Creek Wilderness grant funds for economic development D. WHEREAS, Marion County submitted thei federal grant application through OBDD for pass WHEREASOBDD submitted the grant application and received an incoming grant agreement F. WHEREAS, OBDD under the authority of ORS 190.1101 has sub-awarded the grant amount to Marion County,for 100% of the funding to be passed through to Marion County. WHEREAS, the County intends to allocate a portion ofi its Opal Creek) Promise Grant funds to assist cities within Marion County to make necessary investments in Community Planning Projects; in accordance with all federal, state, and local guidelines regarding the usage of Opal H. WHEREAS, the USDA Forest Service approved the application from the Subrecipient; and WHEREAS, the Subrecipient, a unit ofl local government, submitted an application ("Exhibit. A") to the county for Opal Creek Promise Grant funds to support Mill City Falls City Park J. WHEREAS, as a Subrecipient, is willing to execute this Agreement obligating itself to comply with the terms and conditions hereof and to fulfill such obligations in ai manner complementary to andi in furtherance ofi its obligations arising from the Agreement it executed with County for  activities for the economically depressed communities ini the area. Program. (Federal Assistances Listing Number 10.726).  projects.  through to the USDA Forest Service. from thel USDA Forest Service.  Creek Promise Grant funds; and  Improvements; and  receipt oft the funds describedherein.  Agreement  NOW THEREFORE, for good and sufficient consideration, including the terms and conditions herein, it  is agreed by and between the parties hereto as follows:  1    DocuSign Envelope ID: 241F23C4-C49E-49E-4BE-8A62-5493E6366405  1. Incorporation  The foregoing Recitals are incorporated herein by reference, provided, however, that thel Recitals are not tol be deemed to modify thee express provisions hereinafter set forth. This Agreementi includes the following  exhibits whicha arei incorporated herein:  Exhibit A (The Application)  Exhibit B (Required Federal Terms andConditions) Exhibit C (Marion County Disbursement, Request)  2. Term of Agreement  This Agreement shall be effective for the period of execution through June 30, 2025, unless sooner  terminated or extended as provided herein.  3. Work to bel Performed  Subrecipient shall perform the work described in Exhibit A, The Application (the "Work")i in accordance with thet terms and conditions of this Agreement and other applicable law whether or not described in this Agreement. Subrecipient: shall perform its obligations hereunder efficiently, effectively and within Changes tot the Work by the Subrecipient shall require the prior written approval of County. Requests for andj justification of any change must be submitted in writing toi the County and be approved in writing by  applicable grantt timelines, allt tot thes satisfaction ofCounty.  the County prior to commencement of1 the requested change.  Consideration; Reporting  The County has agreed to make an award of funds to the Subrecipient not-to-exceed amount of $120,000.00 (the "Grant"). Grant disbursements shall be at reimbursement of funds to Subrecipient, b. Any desired use of funds by Subrecipient that differs from the Work must first be approved in writing, by the County. 100% of the Grant must be used toj provide services as indicated in the Work. Funds specifiedi in the Consideration section of this Agreement or otherwise may include funds that have not yet been appropriated but which the County anticipates receiving for use in funding this Agreement and their identification herein is not a guarantee that Subrecipient will receive any or alls such funds. Any and all disbursements of funds hereunder are subject to the terms and conditions oft this Agreement, including (without limitation) that such funds are lawfully and fully appropriated, allocated, and available to the County with authorizing limitation. Subrecipient's obligation to perform the Work is conditioned upon the County receiving corresponding Grant funds or other funds available for reimbursement of such 1. Subrecipient shall request grant funds in such form and manner as is satisfactory to or required by the County. Further, in accordance with U.S. Department ofTreasury Regulations, 31 CFR Part 205, Subrecipient shall limit any request for funds to the amount needed and timely inc order to accomplish the Work. Submission ofp proper account records showing expenditures for the reporting period must bes submitted as documentation to: support the amounts being requested. The foregoing requirements  based on1 thel budget submitted inl ExhibitA A.  5. Funding Appropriation  appropriate Work costs. Requests forl Funds  apply to all Grant funds requested under this Agreement.  2    DocuSign Envelope ID: 241F23C4-C49E49E-46BE-8A62-5493E6366405  b. Grant distributions willl ber made by the County:  Monthly or upon request to the County with receipt ofExhibit C, Marion County Disbursement Request, thati includes supporting documentation and attestation by Subrecipient's: authorized signer. The exhibit and supporting documentation shall be sent to iepring@marmnerus One-time distribution to the Subrecipient upon execution oft this Agreement and receipt of] Exhibit CMarion County Disbursement Request, that includes supporting documentation and attestation by Subrecipient's: authorized signer. Exhibit C: shall be sent to CSReporting@co.marion.or.Is.  7. Nonexclusive Remedies Related tol Funding a. Withholding of Grant Funds from] Request  County may withhold any and all undisbursed Grant funds from Subrecipient, if the County, ini its sole discretion, determines that Subrecipient has failed to timely satisfy any material obligation arising under this Agreement or otherwise. Subrecipient obligations include, but are not limitedt to providing complete, accurate: and timely reports satisfactory to the County about its performance under this Agreement as well as timely satisfying all Agreement obligations relating to any awarded funds. The County may also withhold any and all requested Grant fund from Subrecipient if the County, ini its sole discretion, determines that the rate or scale of requests for fundsi in any expenditure category materially deviates from the Work ori is unsubstantiated by related documentation.  Redistribution or Retention ofFunds  IfGrant funds are not obligated for reimbursement by Subrecipient in at timely manner as determined by the County ati its sole discretion, the County may reduce Subrecipient funding as it determines to be appropriate ini its sole discretion and redistribute such funds to other ii. Beginning inl December 2024, iff fifty percent of Subrecipient's Work is not complete, the County may reduce and redistribute funds to other Subrecipients or other County use. ii. This remedy isi in addition to any other remedies available to the County under this Agreement or  Subrecipients or retain such Grant funds for other County use.  otherwise.  Reservation of Right tol Recapture  The County reserves the right to recapture funds from Subrecipient based oni mistepresentation, underperformance, non-compliance, unallowed costs, fraud, expiration or termination oft this  Agreement. 8. Termination  a. The County may immediately terminate this Agreement in whole ori inj part upon written notice tot the Subrecipient: for causer relatedi to any material misrepresentation, malfeasance, gross negligence, hndamestofpetomamsen. loss of authority toj perform any ofits obligations hereunder by Subrecipient, whetherc directly by Subrecipient ort through one or more ofits agents, subcontractors, b. The County may, upon 30 days written notice, terminate this Agreement in whole ori inj part for cause including, but notl limited to events described above in subsection 8.a. Cause may include any event,  successors or assigns, as determined by the County ini its sole discretion.  3    DocuSign Envelopel D.241F23CACABE-GBE-4A625483E6389405  including an event of default, as determined by the County ini its sole discretion that renders inappropriate the continuation ofthis Agreement or any part! hereof. An event of default constitutes an act or omission by Subrecipient, its Subcontractors, agents, representatives, contractors, or assigns by which Subrecipient, as determined by the County at its sole discretion, fails to timely and appropriately perform one or more material obligations, or otherwise breaches a duty, owed toi the County under this Agreement. Such events and events ofdefault mayi include, but are notl limitedtoa an  occurrence ofany ofthe following:  Subrecipient: fails to fulfill timely any ofi its obligations under this Agreement;  ii. Subrecipient fails to comply timely with directives received from the County or from an agency iii. Funds provided under this Agreement are used improperly ori illegally by Subrecipient; iv. Funding for grant programs are denied, suspended, reduced oreliminated;  thati is the original source oft the Grant funds;  V. Federal or state laws, regulations or guidelines are modified or interpreted in such a way that the County is prohibited: from paying for or lacks authority toj pay for any Work performance under this Agreement or toj pay for any such performance from the plannedfunding source(s); vi. Funding, appropriations, limitations or expenditure authorization to expend Grant funds is denied, vii. Any certification, license or certificate required by lawt to bel held by Subrecipient or others to perform the Work required by this Agreement is for any reason denied, revoked, suspended, vii. Subrecipient (a) applies for or consents toi the: appointment of, or thet taking of possession by, a receiver, custodian, trustee or liquidator ofitself or its property, (b) admits in writing its inability, ori is generally unable, toj pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) commences a voluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (e) is adjudicated as bankrupt ori insolvent, or (f): fails to controvert in at timely or appropriate manner, or agrees in writing to, an involuntary petition forbankruptcy; ix. Subrecipient, its principals, officers, or agents are suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded from participating in agreements or contracts with any Subrecipient may, upon thirty (30) days written notice, terminate this Agreement in whole or inj part, The County unreasonably fails toj provide timely funding hereunder and does not correct such ii. The County provides one or more material directives which are contrary to federal or state laws, rules, regulations, guidelines, or original funding source requirements and does not correct any such directive within 30 days oft being informed thati iti is contrary to any such law;  suspended, reduced or eliminated;  limited or not renewed;  federal or state department or local government, including the County.  if;  failure within the 30-day notice period;  4    DocuSign Envelope D.241F2CHCABE-BE-4A625483E6.86405  d. Upon issuance of any notice to terminate this Agreement and prior to the effective date oft the termination, County may, in its sole and absolute discretion, require that Subrecipient obtain prior approval from the County for any additional expenditures that would obligate County to reimburse it Notwithstanding the above, or any termination thereunder, neither Subrecipient: nor the County shall be relieved ofits liability to the other party for damages sustained by virtue ofits breach oft this Agreement. The County may withhold any reimbursement to Subrecipient in the amount of compensation: for damages duet the County from Subrecipient (as estimated by the County in its sole discretion) until such time as the exact amount of damages has been agreed upon or otherwise finally In the event of termination ofthis Agreement by either party, all unexpended money, property, finished or unfinished documents, data, financial reports, audit reports, program reports, studies and reports purchased or prepared by Subrecipient under this Agreement shalll be delivered to the County within sixty (60) days of the date oftermination or upon such date as requested bythe County. Termination of this Agreement shall not impair ori invalidate any remedy available tot the County or to Subrecipient understands and agrees it must maintain a conflict of interest policy consistent with2CFR 200.318() and outlines the process for disclosing in writing any potential conflict ofi interest. Any perceived or actual conflict ofinterest must be reported to the County ina at timely manner in accordance This Agreement shall be governed by thel laws oft the State of Oregon. Any action commenced in connection with this Agreement shall be ini the Circuit Court ofN Marion County. All rights and remedies oft the County shall be cumulative and may be exercised successively or concurrently. The foregoing is without limitation to or waiver of any other rights or remedies oft the County according tol law. The County and Subrecipient are the only parties to1 this Agreement and are the only parties entitled to enforce its terms. Nothing int this Agreement gives, isi intendedi to give, ors shall be construedi to giveor provide any benefit or right, whether directly, indirectly or otherwise, tot third persons unless such third persons arei individuallyi identified1 by name herein and expressly described asi intended! beneficiaries ofthe  from Grant funds or otherwise.  determined.  Subrecipient hereunder, at law, or otherwise.  9. Conflict ofI Interest  with 20 CFR200.112.  10. Governing Law; Venue; Consentolurisaietion  11. No' Third-Party Beneficiaries  terms ofthis Agreement.  12. Notices  Except as otherwise expressly providedi ini this Agreement, any communications between the parties hereto ornotices to be given shall be given in writing by personal delivery, email, facsimile, or mailing the same, postage prepaid, or other written instrument, to Subrecipient or the County at the address or number set forthi in this Agreement, or to such other addresses or numbers as either party may hereinafteri indicate pursuant tot this Section; providedh however thata any notice oft termination shall be given by certified or registered mail, return receipt requested. Any communication or notice so addressed and mailed shall be deemedt tol be given five (5) days after mailing. Any communication or notice delivered by facsimileor email shalll be deemed tol be given whenr receipt ofthet transmission is generated by thet transmitting machine. Tol be effective against the County, such facsimile transmission must be confirmed by telephone notice to  5    DocuSign Envelope ID:: 241F23CHCA9E46BE-8A625493E6986405  the County's primary contact. Any communication ort noticel by personal delivery shall be deemedt tol be  given when actually delivered. County Contact Person: E-Mail Address: Mailing Address: 13. Confidentiality  Toby Giddings, Marion County Finance, Contracts & Procurement Mgr. 555 Court St] NE, Suite 4247, POI Box 14500, Salem, OR 97309  Contact Telephone Number: 503-589-3290  GSkeeringdsomanenars  Subrecipient shall and shall require and cause: its Subcontractors and vendors to protect the confidentiality ofa all information concerning clients and other applicants for and recipients ofs services funded by this Agreement. Neither it nor they shall release or disclose any suchi information except as necessary for the administration of thej program(s) funded under this Agreement, as authorized in writing by the client, applicant or recipient ofs such services, or as required by law. All records and files shall be appropriately Subrecipient shall and shall require and cause its Subcontractors and vendors to ensure that all its officers, employees and agents are aware ofa and comply with this confidentiality requirement.  secured toj prevent access by unauthorized persons.  14. Dual Payment  Subrecipient shall not be compensated for work performed under this Agreement from any other department ofthe County, nor from any other source, including the federal or state government, unless such funds are used solely to increase the total Work provided under this Agreement. Any additional funds received through or for activities arising under this Agreement shall immediately be reported to the  County. 15. Monitoring Required  a. County Authorized to Monitor Subrecipient  The County shall perform ai risk assessment on Subrecipient in order to determine appropriate level of monitoring to ensure compliance with Federal statutes, regulations, and the terms and conditions of Federal awards. The County shall monitor the activities of the Subrecipient as necessary to ensure that the Opal Creek Promise Grant program funds are used for authorized purposes, in compliance withl Federal statutes, regulations, and the terms and conditions oft the Opal Creek Promise Grant program; and that Opal Creek Promise Grant program performance goals are achieved. The County monitoring of Subrecipient shall include at a minimum: 1) Reviewing financial and performance: reports.  2) Following-up and ensuring that the Subrecipient takes timely and appropriate action on all deficiencies pertaining to thel Federal award or other related findings detected through audits, on-site reviews, and written confirmation from the Subrecipient, highlighting the status of actions planned or taken to address Audit findings related to the Opal Creek Promise Grant program, other federal programs as applicable, or other deficiencies noted that couldi impact 3) Issuing ai management decision for applicable audit findings pertaining only to thel Federal  non-compliance of the program.  award.  6    DocuSign Envelope ID: 4IP23CHCA9E46BEGA62583E6SSAUS  ii. Ifnecessary, the County may perform additional monitoring activities oft the Subrecipient  including but notl limited to: program-related matters; and  Provide Subrecipients with training and technical assistance on Opal Creek Promise Grant 2) Perform on-site reviews of the subrecipient's Opal Creek Promise Grant program operations; 3) Arrange for grecd-upon-proecdures engagements as described in $:200.425.  b. Subrecipient Noncompliance  Subrecipient shall fully and timely cooperate with the County in the performance of any and all monitoring and enforcement activities. Failure by Subrecipient or any ofi its Subcontractors or Vendors to comply with this requirement is sufficient cause for the County to require special  conditions as described in 2CFR 200.208 and 2 CFR 200.339. Subrecipient Shall Monitor Its Subcontractors  Subrecipient shall monitor Subcontractor to ensure that the procurement, receipt, and payment for goods and services comply with) Federal statutes, regulations, thei terms and conditions of Federal award, and this agreement andi its exhibits. Subrecipient, at ai minimum, shall review Subcontractors records andi ifr necessary, perform onsite visits to monitor the activities and expenditures asi is reasonable to ensure compliance with applicable Opal Creek Promise Grant program requirements or as otherwise directed by the County, buti ini no case. less than atl least once during the term ofthis The activities of any Subcontractor shall be monitored to ensure, inter alia, that grant funds are used only for authorized purposes in compliance with this Agreement, including but not] limited to specific program requirements, and that performance goals are achieved as specified in the Work.  Agreement.  16. Remedies  a. Ifthe County determines, in its sole discretion, that Subrecipient has failed to comply timely with any material obligation under this Agreement, including but not limited to any County directive ort term of ac corrective action plan, County may, exercise any remedy available to it under this Agreement, applicable law, or otherwise. Such remedies may include, but are not limited to: (a) terminating any part or all oft this Agreement; (b) withholding and/or reducing grant funds; (c) disallowing costs; (d) suspending and/or recouping payments; (e) appointing a receiver fort thei receipt and administration of grant funds under this Agreement; (f) requiring corrective action as it may determine to be appropriate; (g) bringing suit or action in an appropriate forum for the enforcement ofthis Agreement and any remedy, as well as the recovery of damages, including by temporary restraining order, injunction, specific performance or otherwise; (h) debarring or otherwise limiting Subrecipient's eligibility for other funding from County; (i)i instituting criminal action for misstatements or fraud; and () requesting investigation, audit and/or sanction by other govermentalbodies. b. The rights and remedies of the County provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided under this Agreement, by law, or otherwise. Except as expressly stated herein, this Section also does not limit Subrecipient'sr remedies provided under this Agreement, by law, or otherwise, but Subrecipient acknowledges and agrees that any such  7    DocuSign Envelope D.241F2CHCABEABE8A6254B3E6386A0S  remedies are subject to Article XI, Section 7 oft the Oregon Constitution,' the Oregon' Tort Claims Act, and thet terms and conditions ofany other applicable provision of1 this Agreement. No failure or delay by the County to enforce any provision of this Agreement shall constitute a waiver by the County oft that or any other provision, nor shall any single or partial exercise ofany right, power or privilege under this Agreement preclude any other or further exercise of suchi right, power d. Remedies provided under this Agreement or otherwise shall survive termination ofthis Agreement. Expenditures and Requests for Funds shall be supported by Subrecipient with properly executed payroll and time records, invoices, contracts, vouchers, orders, canceled checks and/or any other accounting documents pertaining in whole ori inj part to the Agreement (ori int the case of Subcontractors, under their respective contracts with! Subrecipient) in accordance with generally accepted accounting principles and applicable state and federal requirements, including as specified herein. The County may require such other information or clarification as it deems necessary or appropriate in its sole discretion. Subrecipient shall review and comply with the allowable costs and other provisions applicable to expenditures under the grant programs covered by this Agreement. Subrecipient shall, among other obligations, comply with the provisions prohibiting the expenditure of funds for lobbying and related activities, whetheri in 2 CFR 200, or otherwise, as such provisions may be modified from timet to time. If Subrecipient: makes expenditures or incurs costs for purposes or amountsi inconsistent witht the allowable costs or any other provisions governing expenditures under this Agreement, the County may exercise any and allt remedies under this Agreement, at law or otherwise thati it deems, ini its sole discretion, tob be  or privilege or the exercise of any other right, power or! privilege.  17. Expenditures Properly Supported  18. Unallowable Costs and Lobbying Activities  necessary or appropriate. 19. Disallowance of Costs  The County neither is responsible for nor shall it pay for any costs disallowed (al Disallowance of Costs) either upon al Request forl Funds or as ai result of any audit, review, site visit, or other disallowance action by the County except for costs incurred by Subrecipient solely duet to the willful misconduct or gross negligence oft the County, its employees, officers or agents. Ifa cost is disallowed by the County after reimbursement has occurred, Subrecipient shall repay all disallowed costs to the County upon written notice within the time frame specified by the County, which ini no event shall exceed thirty (30) days. Subrecipient shall cooperate and: shall cause: its Subcontractors to cooperate with the County and all appropriate investigative: agencies and shall assist in recovering invalid payments.  20. Records Maintenance  Subrecipient shall, and shall require and cause its Subcontractors to, prepare and maintain such records as necessary for performance of and compliance with the terms of this Agreement, whichi in no event will be Subrecipient andi its Subcontractors shall retain all records pertinent to expenditures incurred under this Agreement and otherwise in ai manner consistent with the requirements of state and federal law. Notwithstanding the above, ift there is litigation, claims, audits, negotiations, or other action that involves any ofther records cited, then such records must be retained until final completion ofs such matters.  less than six (6): years after the termination of this Agreement.  8    DocuSign Envelope ID: 1F23C4CA9E-6BE8A6BE-8A629493EE386A05  21. Records Access  The County, State of Oregon, U.S. Forest Service, and to any oversight body, including but not limited to Government. Accountability Office, Treasury's Office ofI Inspector General, or any applicable audit agencies oft the U.S. Government and the duly authorizedi representatives of such entities shall have free access to and the right to copy all or any part oft the books, documents, papers, audits and records of Subrecipient and its Subcontractors which are related to this Agreement as they deem appropriate, including without limitation, for the purpose ofmaking audit, examination, excerpts, and transcripts and copies. These records are the property of the County who may take possession of them at any time after three (3) business days' notice to Subrecipient or Subcontractor, as the case: may be. Subrecipient or Subcontractor may retain copies of all records taken by the County under this Section. Ini its agreements with Subcontractors, Subrecipient shall require and causei its Subcontractors to comply with the requirements oft this Section 21 and to grant right of access to and ownership by the County of  thes subrecipients' books and records related to this Agreement.  22. Subcontractor. Agreements  The County shall approve all subcontractors prior to Subrecipient entering into subcontractor agreements. Subrecipient shall ensure all subcontractors are selected through procurement standards set forthi in the Uniform Guidance at 2CFR 200.3171 through 2 CFR 200.327, as applicable. Subrecipient shall require and cause: its subcontractors to comply with all applicable provisions of1 this Agreement and its exhibits between the County and Subrecipient, each of which must be specifically incorporated into the Subrecipient shall require and cause that all its subcontractor agreements related to this Agreement must include language specifying that such agreements are subject to termination upon such a directive to Subrecipient by the County and that the County shall not be liable to any ofi the parties oft that agreement Subrecipient shall have a written contract with each subcontractor thati is listed in and consistent with the  Subcontractor contracts in a manner satisfactory to the County.  or to other persons for directing that such agreement be terminated.  Subrecipient's Work that identifies:  a. Thes services that the Subcontractor: must provide related to the project.  b. The laws and regulations with which the Subcontractor must comply under thet terms oft the agreement (including but not limited to program specific requirements such as eligibility criteria, public policy for protecting civil rights and the environment, Subcontractor government-wide administrative mandates affecting the Subcontractor'sa accounting and record keeping systems, and local laws The Subrecipient's: and the County' monitoring rights andi responsibilities and the methods used by d. Ap provision to certify that the Subcontractor is ani independent contractor and not an agent ofthe Subrecipient may enter into agreements with contractors or subcontractors (collectively,  imposed by Subrecipient). Subrecipient: fori monitoring. County or of Subrecipient.  "Subcontracts") for performance of thel Project.  9    DocuSign Envelope ID: 41F23C4CA9E-6BE-SA62-49E356A05  Recipient shall take all reasonable steps to cause its contractor(s) that are not units ofl local government as defined in ORS 190.003, ifany, toi indemnify, defend, save and hold harmless the County andi its officers, employees and agents ("Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys' fees) arising from ai tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole ori inj part, by the negligent or willful acts or omissions of Subrecipient's contractor or any oft the officers, agents, employees or subcontractors oft the contractor ("Claims").) Iti is thes specific intention of the parties that thel Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of thel Indemnitee, be indemnified by Each party shall insure or self-insure and bei independently responsible for the risk ofi its own liability for Subrecipient agrees thati insurance coverage, whether purchased or by self-insurance, for Subrecipient's agents, employees, officers and/or subcontractors is the sole responsibility of Subrecipient.  the contractor from and against any and all Claims. 23. Insurance and' Workers Compensation  claims within thes scope oft the Oregon tort claims act (ORS 30.260T030.300).  24. Subrecipient Status  Subrecipient: shall perform all work under this Agreement as an independent contractor. Subrecipient is not an officer, employee or agent oft the County, with respect to work performed under this Agreement. Subrecipient certifies that it is not employed by or contracting with thei federal government for the work The captions or headings in this Agreement are: for convenience only and ini no way define, limit or  covered by this Agreement.  25. Captions  describe the scope or intent of any provisions oft this Agreement.  26. Severability  Ifany term or provision ofthis Agreement shall bel heldi invalid or unenforceablel by any court ofcompetent jurisdiction, suchl holding shall noti invalidate orr renderunenforceable any other provision thereof. This Agreement may be executed in several counterparts, each of which shall be an original, all ofwhich  27. Execution and Counterparts  shall constitute but one and the same instrument.  28. Grant Funds  Grant funds are used in conjunction with this Agreement. Subrecipient assumes sole liability for breach oft the conditions of the grant (including all terms and conditions oft this Agreement) by Subrecipient or by any ofi its Subcontractors, agents or assigns and shall, upon breach of grant conditions that require the County to return funds to the grantor, whether such breach is by Subrecipient or by any ofits Subcontractors, agents or assigns, hold harmless and indemnify the County for an amount equal to the grant funds received under this Agreement together with any additional damages resulting to the County; ori if there are legal limitations on thei indemnification ability oft the Subrecipient, thei indemnification amount shall be the maximum amount of funds available for expenditure, including any available contingency funds or other available non-appropriated funds, up to the amount of grant funds received  under this Agreement  10    DocuSign Envelope ID: 41P23C4CA9E-46BE-SA629493E6386405  29. Indemnity  Subrecipient shall defend, save, indemnify, and hold harmless the County, its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney fees, resulting from, arising out of, or relating to the activities of Subrecipient or its officers, employees, Subcontractors, subcontractors, or agents under this Agreement. Subrecipient shall have control of the defense and settlement of any claim that is subject to this section. However, neither Subrecipient: nor any attorney engaged by Subrecipient: shall defend1 the claim int the name of either County or any department of County, nor purport to act as legal representative of either County or any ofi its departments, without first receiving from County Legal Counsel authority to act as legal counsel for the County, nor shall Subrecipient: settle any claim on behalf of County without the approval ofCounty Legal Counsel. County may, at its election and expense, assume its own defense Subrecipients are responsible for ensuring that any procurement using Opal Creek Promise Grant funds, orj payments under procurement contracts using such funds are consistent with the procurement: standards set forth int thel Uniform Guidance at 2CFR 200.3171 through 2 CFR: 200.327, as applicable.. All procurement transactions for property or services must be conductedi in a manner providing full and open competition. Subrecipient must ensure adherence to all applicable local, State, and federal procurement  and settlement. 30. Subrecipient Procurements  laws and regulations. 31. Prevailing Wage  Ifthis project meets the requirements under U.S. Treasury's FAQ dated April 27, 2022, section 6.15, the Davis-Bacon Act requirements (prevailing wage rates) do not apply toj projects funded: solely with Opal Creek Promise awarded funds. Subrecipients and Subcontractor(s) may be otherwise subject to the requirements ofDavis-Bacon, Act, when Opal Creek Promise funds are used on a construction project in conjunction with funds from another federal program that requires enforcement oft thel Davis-Bacon. Act. a. Thej prevailing wage rate requirements that may apply to thel Project are set forth in ORS 279C.800 through 279C.870, the administrative rules promulgated thereunder (OAR Chapter 839, Division 25) and Oregon Laws 2021, chapter 678, section 17 (collectively, state "PWR"), or, ifapplicable, 40 U.S.C. 3141 ets seq. (federal "Davis-Bacon Act").1 Ifapplicable, Recipient shall: 1. comply with PWR, require its contractors and subcontractors to pay the applicable PWR or Davis-Bacon. Act rates, as applicable, and to comply with all other Oregon Bureau ofLabor and Industries ("BOLI") requirements pursuant to the PWR, including on all contracts and subcontracts and in filing separate public works bonds with the Construction Contractors Board; ii. pay to BOLI, within the required timeframe and in the appropriate amount, the project fee required by OAR 839-025-0200 to 839-025-0230, including any additional fee that may be owed iii. unless exempt under Section 17(2) of Oregon Laws 2021, chapter 678, ifl Recipient is a "public body" and the Project is a "qualified project," as those terms are defined in Section 17(3)of Oregon Laws 2021, chapter 678, Recipient shall require each contactor in a contract with an  State of Oregon Prevailing Wage Laws will apply to these funds.  upon completion oft the Project; and  estimated cost of $200,000 or greater to:  11    DocuSign Envelopel D.241F2CACABE-BE625489E5989405  Enter into aj project labor agreement that, at ai minimum, provides for payment of wages at or 2) Employ apprentices toj perform 15 percent oft the work hours that workers in apprenticeable occupations perform under the contract, in ai manner consistent with the apprentices' 3) Establish and execute aj plan for outreach, recruitment and retention of women, minority individuals and veterans toj perform work under the contract, with the aspirational target of having at least 15 percent oft total work hours performed by individuals in one or more of 4) Require any subcontractor engaged by the contractor to abide by thei requirements set forth in subparagraphs (i), (ii): and (iii) above, ift the work tol be performed under the subcontract has  above the prevailing rate of wage;  respective apprenticeshipi training programs;  those groups; and  an estimated cost of $200,000 or greater.  b. Recipient represents and warrants that it is not on1 thel BOLI current) List of Contractors Ineligible to Receivel Public Works Contracts and that it will not contract with any contractor on this list. Pursuant to ORS 279C.817, Recipient may request that the Commissioner of] BOLI make a determination about whether thel Project is aj public works on which payment of thej prevailing rate of  wage is required under ORS 279C.840.  32. Timei is of thel Essence  Time is oft the essence in the performance of all under this Agreement. 33. Nol Limitations on Actions ofThe County in Exercise ofIts Governmental Powers  Nothing in this Agreement is intended, nor shall it be construed, toi in any way limit the actions oft the County ini the exercise ofi its governmental powers. Iti is the express intention of the parties hereto that the County shall retain thei full right and ability to exercise its governmental powers with respect to the Subrecipient, the grant funds, and thet transactions contemplated by this Agreement to the same extent as ifit were aj party tot this Agreement, and in no event shall the County have any liability in contract arising This Agreement may be amended only by a written instrument executed by the parties or by their  under this Agreement by virtue of any exercise ofi its governmental powers.  34. Amendments successors. 35. Merger Clause  This Agreement and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. Therearei no understandings, agreements, orr representations, oral or written, nots specified Nov waiver, consent, modification or change oft terms ofthis Agreement shall bind all parties unlessi in writing ands signed by both! parties and all necessary the County approvals havel been obtained. Such waiver, consent, modification or change, ifmade, shall be effective only in the specifici instance and for the specific purpose given. The failure of the County to enforce any provision ofthis Agreement: shall not constitutea  herein regardingi this Agreement.  waiver by the County ofthat or any other provision.  12    DocuSign Envelope D.24123CHCABE-BE8A62S49E638405  36. CERTIFICATIONS AND SIGNATURE OF SUBRECIPIENTS, AUTHORIZED THIS AGREEMENTMUST BE: SIGNED BY AN AUTHORIZED REPRESENTATIVEOF The undersigned certifies under penalty of perjury both individually and on behalf of Subrecipient that: a. The undersigned is a duly authorized representative of Subrecipient, has been authorized by Subrecipient to make all representations, attestations, and certifications contained in this Agreement b. By signature on1 this Agreement for Subrecipient, the undersigned! hereby certifies under penalty of perjury that the undersigned is authorized to act on behalf of Subrecipient and that Subrecipienti is, to the best ofthe undersigned's knowledge, noti in violation of any Oregon' Tax Laws. For purposes of this certification, "Oregon Tax Laws" means all tax laws oft this state, including but not limited to Tot thel best of the undersigned's) knowledge, Subrecipient) has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS d. Subrecipient: is bound by and will comply with all requirements, terms and conditions contained: in  REPRESENTATIVE SUBRECIPIENT.  and to execute this Agreement on behalrofsubrecpient,  ORS 305.620 and ORS chapters 316,317, and 318. 200.055 in obtaining any required subcontracts.  this Agreement; and  Subrecipient further certifies tol having ai formal statement ofnondiserimination! in employment policy.  13    DocuSign Envelope ID: 41P23CACAPE46BEE8A629483EE386405  SIGNATURE, PAGE  SUBRECIPIENT, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT SUBRECIPIENT HASI READ' THIS. AGREEMENT, UNDERSTANDS IT, HAS THE LEGAL AUTHORITYTO BIND, AND. AGREES TO BEI BOUND! BY ITSTERMS. AND  CONDITIONS.  Authorized! Signature: Title:  Name (Type or Print): Date:  MARION COUNTY SIGNATURE BOARD OF COMMISSIONERS:  Chair  Date Date Date  Commissioner Commissioner Authorized Signature: Authorized Signature:  DocuSignedby: 00900240041A  Department Director or designee -Docusignedby: Jau Fnts E084034586E453 Chief Administrative Officer -DocuSigned! by: Marion County Legal Counsel DocuSignedb by: PAFCBAAGEDBIMGB: (a  5/8/2024 Date 5/8/2024 Date 5/8/2024 Date 5/8/2024 Date  Reviewed by Signature: Sutt Morvis  Reviewed by Signature:  Marion County Contracts & Procurement  14    DocuSign Envelope ID: 4IP2CACA9EAGBESA62SB3E6BGAOS  EXHIBIT A THE. APPLICATION [The Application on Next Page]  15    DocuSign Envelope ID: 241F23C4-C49E49E-46BE-8A62-5493E6366405 EXHIBIT A  THE APPLICATION  Mill City Falls Park Improvements - Phase 2 Opal Creek Promise Planning Grant Proposal  February 2024 Update  I.  Project Summary  Mill City Falls Park is a 1-acre city park located in the center of the City of Mill City's historic business area and on the site of the Hammond Lumber Mill adjacent to the North Santiam River. The park overlooks the Mill Cityf falls, a popular rafting and kayaking stretch oft the river. Ag grassy area ofthe parki is elevated above the river, providing excellent views oft the river, falls area and the historic bridges next to the park. A concrete retaining wall (left over from the operation of the mill) runs along the  river's edge of the park site.  The City of Mill City proposes to construct Phase 2 of the Mill City Falls Park improvements in 2025-2026 using state, City, and federal FEMA funds. FEMA has approved the site as an Alternative Project location for use of Beachie Creek fire reimbursement funds for the loss of Mill City's Reid community center building. The City proposes to use Opal Creek Promise funds and an Oregon Parks and Recreation Department local government grant and City funds to complete the funding package.  II. Mill City Falls Park Improvements:  A. MILL CITY FALLS PARK IMPROVEMENTS (Phase 1 - Plaza and Overlook):  The City of Mill City completed Phase 1 improvements tot the Mill City Falls Park site in 2022. The Phase 1 - Plaza and Overlook project includes a pedestrian trail, public plaza, 35-vehicle parking lot, bus shelter, streetscape improvements, lighting, and landscaping on the upper half oft the Mill City Falls Park site. The plaza contains a brick plaza, railing and streetscape design elements matching the railroad  bridge and two street improvement projects.  The City did not have funds to construct an outdoori trellis area or purchase tables, benches, and MILL CITY FALLS PARK IMPROVEMENTS (Phase 2- Park Site Improvements and Overlook) B.1 Phase 21 Project Description: Phase 2 of the Mill City Falls Park Improvements are shown on the attached Exhibit "A" Mill City Falls Park Master Plan dated October 2021. Phase 2  bollard lights for the plaza. These items will be purchased and installed in Phase 2.  B.  includes the following elements:  Tables, benches, lighting, and at trellis area on the upper plaza. ADA accessible pathways and picnic sites to viewpoints. Walls and overlook along the N. Santiam River. Natural play area Lawn and landscaping oft the lower park area. Site furnishings and lighting.  Utilities including storm drainage facilities, electrical andi irrigation systems.  City of Mill City- Mill City Falls Park Improvements- - Phase2 2  Page 1  February 2024    DocuSign Envelopel ID: 241F23C4-C49E49E-46BE-8A62-5493E6365405  B.2 Phase 2 Design, Bidding & Collapse of Retaining Wall: The City completed design and opened bids on the project in December 2023. Knife River's low bid was $1.235 million. On. January 8, 2024, before the Cityawardedi the project for construction,a25's sectiono ofthe 10'-tall concrete retaining wall abutting the N. Santiam River collapsed. Heavy January rains have continued to erode the area behind the collapsed area of the wall. After consultation with the City's engineering consultants, DSL,  FEMA and U.S. Army Corps of Engineers officials, the City rejected all bids.  B.3 Bank Stabilization & Redesign: Bank stabilization is required before an overlook and park improvements can be built in the lower Mill City Falls park area next to the river. Design must be approved by all resource agencies, existing concrete walls must be removed, the bank stabilized, final grading completed, and plantings established. Engineering, permits and bank stabilization will add $600,0001 to! $700,000 to the project cost. In-stream work must be completed during low-flow summer  months.  B.4 Project Timeline  Table 1  Mill City Falls Park- - Project Timeline  Completion Date April2 2024 April 2024 Nov 2024 Aug 2024 Aug 2024 Nov 2024 Feb2 2025  # 1  Description  Start Date Feb 2024 Feb2 2024 April: 2024 May 2024 Feb: 2024 Feb 2024 Sept 2024 Nov 2024 March 2025 Sept 2026  Funding  1.1 FEMA- Amend Description & Obtain Time Extension. 1.2 Marion County-Secure Opal Creek Promise Planning $$ 1.3 OPRD- Local Government Grant Application 1.4 City of Mill City-E Budget Local Match for OPRD Grant Design & Permitting 2.1 Environmental, Agency Permitting 2.2 Preliminary Design (for Permitting) 2.3 Final Design Construction 3.1 Bidding & Award Contract 3.2 Construction B.5 Budget - Proposed Funding  2 3  Table2 2  Mill City Falls Park- Proposed Funding! Sources  # Cityo of Mill City  Source  Amount 100,000 Committed 120,000 See Note: 1 600,000 City wills submit appi in 2024 1,000,000 See Note2 673,000 Committed 200,000 2,673,000  Status  Marion County: Opal Creek Promise Planning Marion County: Opal Creek Promise (Competitive Grant) Oregon Parks &F Recreation Dept.- -Local Gov't Grant 5 FEMA- Reid House Alternativel Project 6 Foundation Grants /Special Element Grants  Totals  Note1: Opal Creek Promise Planning Funds will be used for the City to complete engineering design and permitting fort the Bank Note2 2: In2 2023, OPRD awarded the Cityas $452,0008 grant for Phase 2ofthe MillO CityF Falls Parkp project. Duet tot the collapse oft thev wall, the City ofN Mill City willr not be: ablet too complete thep project byt the December 2025 grant deadline andt the grant award willb be rescinded by OPRD. The City intends tof file ana application for a $1,000,000 granti inA April 2024. Ifa approved, the OPRD grant  Stabilization phase oft thep project. will bea availablei inD December 2024.  City of Mill City Mill City Falls Parkl Improvements- - Phase 2  Page 2  February 2024    DocuSign Envelope ID: 41F23C4CA9E-6BE-SA623483E6386405  B.6 Proposed Design & Construction Budget  Table3 3  Project Mill City Falls Park - Proposed Funding Sources  #  Description  Amount 200,000 500,000 1,360,000 300,000 150,000 50,000 140,000  Totals 700,000  Phase 2A Bank Stabilization A1 Enginering/Inspection: & Environmentall Permits A2 Construction- Bank Stabilization Phase 2B Mill CityF Falls Park improvements B1 MCF Falls Park Construction & BidA Alt 1-Knife River Bid (Dec. 2023) B2 MCF Falls Plaza &F Parking Lot Lighting & Furnishings B3 Construction Contingency/lnfation B4 Historical/ /Interpretive. Signage B5 Phase 2B-E Engineering/landscape, Architect/nspection  Phase 2AE Bank Stabilization: Subtotal  Phase 2B/ Mill City Falls Park Development MILL CITYFALLS PARK- - TOTALS  2,000,000 2,700,000  III. Opal Creek Promise Planning Grant  Mill City proposes to use the $120,000 Opal Creek Promise planning grant to pay fore engineering Keller Associates, the design engineer for the park project, has been authorized to prepare preliminary designs and begin permitting discussions with the regulatory agencies. The Opal Creek Promise planning grant guarantees the City can finalize designs and proceed with permitting in a timely  and permitting for the bank stabilization portion oft the project.  fashion.  IV. Mill City Falls Master Plan = Conceptual Design  Attached  City of Mill City Mill City Falls Parkl Improvements- - Phase 2  Page 3  February 2024    RETAIL  MUSEUM  MALLSIRRET.NE.  Phase 1 Completed in 2023   g a PLAZA PAVILIONE NEW  LAWNI  Mill City" Falls  Phase 2- Mill City Falls Park Improvements  Plan EVISIONSE  Collapsed Wall Soction.  Trelis  Exhibit A Mill City Falls Park DATE IAIL2921 Master Plan January 2024  Bank Stabilization Needed  CALe MP.2    DocuSign Envelope ID: 241F23C4-C49E49E-46BE-8A62-5493E6366405  EXHIBIT B  APPENDIX IITOPART: 200--CONTRACT PROVISIONS FORI NON-FEDERAL Contracts for more than the simplified acquisition threshold currently set at $150,000, whichi is the inflation adjusted amount determined by the Civilian County Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract Allo contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it willl be affected andi the basis for settlement. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally: assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (301 FR 12319, 12935,30 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating tol Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliancel Programs, Equal Employment Opportunity, Department ofLabor." 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 must includea provision for compliance with thel Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)as supplemented by Department ofLabor regulations (29 CFR Part 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 tol laborers and mechanics at ar rate not less than the prevailing wages specified in a wage determination made by the Secretary ofLabor. In addition, contractors must be required toj pay wages not less than once: a week. The non-Federal entity must place a copy oft the current prevailing wage determination issued by thel Department ofLabori in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance oft the wage determination. The non-Federal entity must report all suspected or reported violations to thel Federal awarding agency. The contracts must: also include a provision for compliance with the Copeland "Anti-Kickback" Act (401 U.S.C. 3145), as supplemented by Department ofLabor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole ori in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient 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 ofthe compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported Contract Workl Hours and Safety Standards Act (401 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include aj provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department ofLabor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 oft the Act, each contractor must bei required to compute the wages ofe every mechanic and laborer on the basis of as standard work week of 401 hours. Work in excess ofthe standard work week is permissible provided that the worker is compensated at a rate oft not less than one and al halfti times the basic rate of pay for all hours worked in excess of401 hours in the work week. The requirements of4 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic: must be required to worki in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These  ENTITY CONTRACTS UNDER FEDERAL AWARDS  terms, and provide for such sanctions and penalties as appropriate.  violations to the Federal awarding agency.  16    DocuSign Envelopel D:2 241F23C4-C49E49E-46BE-8A62-5493E6365405  requirements do not apply tot the purchases ofs supplies or materials or articles ordinarily available on Rights to Inventions Made Under a Contract or Agreement. Ifthe Federal award meets the definition of"funding agreement" under 37 CFR $401.2 (a) and the recipient or Subrecipient wishes to enter into a contract with as small business firm or nonprofit organization regarding thes substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or Subrecipient: must comply with the requirements of37CFR Part 401, "Rights tol Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,": and any implementing regulations Clean Air Act (42 U.S.C. 7401-7671q.) and thel Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended- - Contracts and subgrants of amounts in excess of $150,000 must containa 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 thel Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office oft thel Environmental Protection Agency (EPA). Debarment and Suspension (Executive Orders 12549 and 12689)-A contract award (see 2 CFR 180.220) must not be made to parties listed on1 the governmentwide exclusions ini the System for Award Management (SAM), in accordance with the OMB guidelines at 20 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAMI Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or 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 toj pay any person or organization for influencing or attempting toi influence an officer or employee of any agency, ai member of Congress, officer or employee of Congress, or an employee ofai 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 inc connection with obtaining any Federal award.  the open market, or contracts for transportation or transmission of intelligence.  issued by the awarding agency.  regulatory authority other than Executive Order 12549.  Such disclosures are forwarded from tier to tier up to the non-Federal award.  See $200.322 Domestic preference for procurements. Audit Requirements of2 CFR $200.5XX (Subpart F)  Subrecipient must comply, and require any subcontractor to comply, with applicable audit requirements and responsibilities set forthi ini this Agreement and applicable state or federal law. IfSubrecipient expends federal awards in excess of $750,000 in ai fiscal year, Subrecipient is subject to audit conducted in accordance with the provisions of2 CFR part 200, subpart F. Copies ofall audits must be submitted to the County within 30 days of completion. Subrecipient must save, protect and hold harmless the County from the cost of any audits or special investigations performed by the Secretary of State with respect to the funds expended under this Agreement. Subrecipient acknowledges and agrees that any audit costs incurred by Subrecipient as ai result ofa allegations of fraud, waste or abuse are ineligible for reimbursement  17    DocuSign Envelope ID:: 241F23C4-C49E49E-46BE-8A62-5493E6366405  under this or any other agreement between Subrecipient and the County.  System for Award Management. Subrecipient must comply with applicable requirements regarding the System for Award Management (SAM), currently accessible at htps/www.samgoy. This includes applicable requirements regarding registration with SAM, as well as maintaining current information in SAM. Subrecipient must also comply with applicable restrictions on subawards ("subgrants") to first tier subcontractors (first-tier' "Subcontractors"), including restrictions on subawards to entities that do not acquire andj provide (to the County) the unique entity identifier Whistleblower Protection Act. Subrecipient must comply and ensure the compliance by subcontractors, with 41 U.S.C. 4712, Program for Enhancement of Employee Whistleblower Protection. Subrecipient must inform subcontractors, contractors and employees, in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under See $ 200.2161 Prohibition on certain telecommunications and video surveillance services or  required for SAM registration.  41 USC $ 4712. equipment.  See $ 200.323 Procurement ofr recovered materials.  Recordkeeping Requirements. Subrecipient must maintain records and financial documents for five years after all funds have been expended or returned to the County. The County may request transfer of records ofl long-term value at the end ofs such period. Wherever practicable, such records should be Subrecipient: must agree toj provide or make available suchi records to the County upon request, and to the Government Accountability Office ("GAO"), U.S. Treasury's Office of] Inspector General ("OIG"), and their authorized representative in order to conduct audits or other investigations. Civil Rights Compliance. Recipients of Federal financial assistance from the U.S. Treasury are required to meet legal requirements relating to nondiscrimination and nondiscriminatory use of Federal funds. Those requirements include ensuring that entities receiving Federal financial assistance from the U.S. Treasury do not deny benefits or services, or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency), disability, age, or sex (including sexual orientation and gender identity), in accordance with the following authorities: Title VIofthe Civil Rights Act of1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000d-1 et seq., andi the Subrecipient's implementing regulations, 31 CFR part 22; Section 504 of thel Rehabilitation Act of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29 U.S.C. 794; Title IX ofthel Education Amendments of1 1972 (Title IX), 201 U.S.C. 1681 et seq., and the Subrecipient's implementing regulations, 31 CFR part 28; Agel Discrimination Act of1 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the Subrecipient implementing regulations at 31 CFR part 23. Inc order to carry out its enforcement responsibilities under Title VI ofthe Civill Rights Act, U.S. Treasury will collect and review information from non-Tribal recipients to ascertain their compliance with the applicable requirements before and after providing financial assistance. U.S. Treasury's implementing regulations, 31 CFR part 22, and thel Department of Justice (DOJ) regulations, Coordination of] Non-discrimination inl Federally Assisted Programs, 28 CFR part 42, provide for the collection of data and information from recipients (see 28 CFR 42.406). U.S. Treasury may request that recipients submit data for post-award compliance reviews, including information such as a narrative describing their' Title VI compliance status. This collection does not apply to Tribal  collected, transmitted, and stored in open and machine-readable formats.  18    DocuSign Envelope ID: 41P23CACA8E46BESA625483E6386AOS  governments.  Reall Property, Equipment and Other Capital Expenditures. County shall, and shall causei its Subrecipients to, maintain policies and procedures for thei management of property and equipment that comply with all requirements of the applicable Uniform Guidance at 2 CFR Part 200, Subpart D, 2CFRI Part 200.310 - 200.316 and 200.439, and specific requirements oft thes source off funds. These regulations shall apply to all real property, equipment, and other capital expenditures purchased with [781 FR 78608, Dec. 26, 2013, as amended at' 791 FR 75888, Dec. 19, 2014; 85FR49577,Aug. 13,2020]  the federal funding.  19    DocuSign Envelope ID: 241F23C4-C49E49E-46BE-8A62-5493E6366405  Exhibit C Marion County Economic Development Project Expense Report  City ofMill City  Insert additional rows as needed. Funding Sources  PROJECT REVENUES  Grant Funds Non-Grant Funds $ 120,000.00 $  Total $ 120,000.00 $ $ $ 120,000.00  Opal Creek Promise Grant- Se/fDetermination Project  Total Revenuel $ 120,000.00 $ PROJECT EXPENSES  Expenses - Cash  Grant Funds Non-Grant Funds  Total  Total Cash Expenses_ $  $  $  Expenses In-kind (volunteer labor, donations, etc.)  Grant] Funds Non-Grant Funds  Total  Total In-kind Expenses_ $ Total Project Costs_ $  $ $  $ $