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12) Federal awarding agency requirements and regulations pertaining to copyrights and rights in
<br /> data.
<br /> 13) Access by the County and/or Department, the Subrecipient, the federal awarding agency,
<br /> the Comptroller General of the United States, or any of their duly authorized representatives
<br /> to any books, documents, papers, and records of the contractor which are directly pertinent
<br /> to that specific contract for the purpose of making audit, examination, excerpts, and
<br /> 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 County reserves the right to review the Subrecipient's procurement plans and documents
<br /> and require the Subrecipient to make changes to bring its plans and documents into compliance
<br /> with the requirements of 2 CFR Part 200.318 through 200.326. The Subrecipient must ensure
<br /> that its procurement process requires contractors and subcontractors to provide adequate
<br /> documentation with sufficient detail to support the costs of the project and to allow both the
<br /> Subrecipient and County 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 County for any purpose not directly
<br /> connected with the administration of the County's or the Subrecipient's responsibilities with respect to
<br /> services provided under this Agreement is prohibited except by prior written consent of the County or as
<br /> 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 County, a representative appointed by the Subrecipient and
<br /> a third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the dispute.
<br /> Each party shall bear the cost for its panel member and its attorney fees and costs and share equally the
<br /> 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 County, 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 County, Department and the
<br /> State of Washington and their authorized agents and employees in any litigation; including payment of
<br /> any costs or attorneys' fees for any claims or action commenced thereon arising out of or in connection
<br /> with acts 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 County or Department; provided, that if the claims or damages are caused by or
<br /> result from the concurrent negligence of (1) the County, and (2) the Subrecipient, its agents, or
<br /> employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of
<br /> the Subrecipient, or the Subrecipient's agents or employees.
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