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written amendment to the Agreement. All real property or facilities acquired, developed, renovated, and/or restored <br />with funding assistance shall remain in the same ownership and in public use/access status in perpetuity unless <br />otherwise expressly provided in the Agreement or applicable policy or unless a transfer or change in use is approved <br />by the RCO through an amendment. Failure to comply with these obligations is a conversion. Further, if the project is <br />subject to operation and or maintenance obligations, the failure to comply with such obligations, without cure after a <br />reasonable period as determined by the RCO, is a conversion. Determination of whether a conversion has occurred <br />shall be based upon the terms of this Agreement, including without limitation all WACs and manuals deemed <br />applicable and all applicable laws. <br />For acquisition projects that are expressly term limited in the Agreement, such as one involving a lease or a term - <br />limited restoration, renovation or development project or easement, the restriction on conversion shall apply only for <br />the length of the term, unless otherwise provided by this Agreement, any applicable manual or WAC, or any <br />applicable state or federal law. <br />When a conversion has been determined to have occurred, the Sponsor is required to remedy the conversion per this <br />Agreement and the applicable manuals, WACs and laws, and the RCO may pursue such remedies as the above <br />allows. <br />PROVISIONS RELATED TO CORPORATE (INCLUDING NONPROFIT) SPONSORS <br />A corporate Sponsor, including any nonprofit Sponsor, shall: <br />A. Maintain corporate status with the state, including registering with the Washington Secretary of State's office, <br />throughout the Sponsor's obligation to the project as identified in the Agreement. <br />B. Notify RCO before corporate dissolution at any time during the period of performance or long-term obligations. Within <br />30 days of dissolution the Sponsor shall name a qualified successor that will agree in writing to assume any on-going <br />project responsibilities, and transfer all property and assets to the successor. A qualified successor is any party <br />eligible to apply for funds in the subject grant program and capable of complying with the terms and conditions of this <br />Agreement. RCO will process an amendment transferring the Sponsor's obligation to the qualified successor if <br />requirements are met. <br />C. Maintain sites or facilities open to the public and may not limit access to members. <br />ORDER OF PRECEDENCE <br />This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws. The <br />provisions of the Agreement shall be construed to conform to those laws. In the event of a direct and irreconcilable conflict <br />between the terms of this Agreement and any applicable statute, rule, or policy or procedure, the conflict shall be resolved by <br />giving precedence in the following order: <br />A. Federal law and binding executive orders; <br />B. Code of federal regulations; <br />C. Terms and conditions of a grant award to the state from the federal government; <br />D. Federal grant program policies and procedures adopted by a federal agency that are required to be applied by federal <br />law; <br />E. State law (constitution, statute); <br />F. Washington Administrative Code; <br />G. Applicable RCO manuals. <br />LIMITATION OF AUTHORITY <br />Only RCO's Director or RCO's delegate by writing (delegation to be made prior to action) shall have the authority to alter, <br />amend, modify, or waive any clause or condition of this Agreement; provided that any such alteration, amendment, <br />modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made as a written <br />amendment to this Agreement and signed by the RCO Director or delegate. <br />WAIVER OF DEFAULT <br />Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the <br />Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a <br />RCO: 16-1634 Revision Date: 1/1/2019 Page 16 of 19 <br />