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documents, papers, and records of the contractor which are directly pertinent to that specific
<br /> contract for the purpose of making audit, examination, excerpts, and transcriptions.
<br /> 14) Retention of all required records for six years after the Subrecipient has made final payments
<br /> and all other pending matters are closed.
<br /> 15) Mandatory standards and policies relating to energy efficiency which are contained in the
<br /> state energy conservation plan issued in compliance with the Energy Policy and
<br /> Conservation Act (Pub. L. 94-163, 89 Stat. 871).
<br /> b. The Department reserves the right to review the Subrecipient's procurement plans and
<br /> documents and require the Subrecipient to make changes to bring its plans and documents into
<br /> compliance with the requirements of 2 CFR Part 200.318 through 200.326. The Subrecipient
<br /> must ensure that its procurement process requires contractors and subcontractors to provide
<br /> adequate documentation with sufficient detail to support the costs of the project and to allow both
<br /> the Subrecipient and Department to make a determination on eligibility of project costs.
<br /> c. All contracting agreements entered into pursuant to this Agreement shall incorporate this
<br /> Agreement by reference
<br /> A.11 DISCLOSURE
<br /> The use or disclosure by any party of any information concerning the Department for any purpose not
<br /> directly connected with the administration of the Department's or the Subrecipient's responsibilities with
<br /> respect to services provided under this Agreement is prohibited except by prior written consent of the
<br /> Department or as required to comply with the state Public Records Act, other law or court order.
<br /> A.12 DISPUTES
<br /> Except as otherwise provided in this Agreement, when a bona fide dispute arises between the parties
<br /> and it cannot be resolved through discussion and negotiation, either party may request a dispute
<br /> resolution panel to resolve the dispute. A request for a dispute resolution board shall be in writing, state
<br /> the disputed issues, state the relative positions of the parties, and be sent to all parties. The panel shall
<br /> consist of a representative appointed by the Department, a representative appointed by the Subrecipient
<br /> and a third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the
<br /> dispute. Each party shall bear the cost for its panel member and its attorney fees and costs and share
<br /> equally the cost of the third panel member.
<br /> A.13 LEGAL RELATIONS
<br /> It is understood and agreed that this Agreement is solely for the benefit of the parties to the Agreement
<br /> and gives no right to any other party. No joint venture or partnership is formed as a result of this
<br /> Agreement.
<br /> To the extent allowed by law, the Subrecipient, its successors or assigns, will protect, save and hold
<br /> harmless the Department, the state of Washington, and the United States Government and their
<br /> authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature
<br /> whatsoever by reason of the acts or omissions of the Subrecipient, its subcontractors, subrecipients,
<br /> assigns, agents, contractors, consultants, licensees, invitees, employees or any person whomsoever
<br /> arising out,of or in connection with any acts or activities authorized by this Agreement.
<br /> To the extent allowed by law, the Subrecipient further agrees to defend the Department and the state of
<br /> Washington and their authorized agents and employees in any litigation; including payment of any costs
<br /> or attorneys' fees for any claims or action commenced thereon arising out of or in connection with acts
<br /> or activities authorized by this Agreement.
<br /> This obligation shall not include such claims, costs, damages or expenses which may be caused by the
<br /> sole negligence of the Department; provided, that if the claims or damages are caused by or result from
<br /> the concurrent negligence of(1) the Department, and (2)the Subrecipient, its agents, or employees, this
<br /> indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subrecipient,
<br /> or the Subrecipient's agents or employees.
<br /> Insofar as the funding source, the Department of Homeland Security (DHS)/Federal Emergency
<br /> Management Agency(FEMA), is an agency of the Federal government, the following shall apply:
<br /> 44 CFR 206.9 Non-liability. The Federal government shall not be liable for any claim based upon the
<br /> exercise or performance of, or the failure to exercise or perform a discretionary function or duty on the
<br /> DHS-FEMA-EMPG-FY 19 PN 14 of 35 City of Everett OEM, E20-142
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