|
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 />part of a federal agency or an employee of the Federal government in carrying out the provisions of the
<br />Stafford Act.
<br />A.14 LIMITATION OF AUTHORITY — AUTHORIZED SIGNATURE
<br />The signatories to this Agreement represent that they have the authority to bind their respective
<br />organizations to this Agreement. Only the Department's Authorized Signature representative and the
<br />Authorized Signature representative of the Subrecipient or Alternate for the Subrecipient, formally
<br />designated in writing, shall have the express, implied or apparent authority to alter amend, modify, or
<br />waive any clause or condition of this Agreement Any alteration, amendment, modification, or waiver of
<br />any clause or condition of this Agreement is not effective or binding unless made in writing and signed
<br />by both parties' Authorized Signature representatives, except as provided for time extensions in Article
<br />A.3.
<br />Further, only the Authorized Signature representative or Alternate for the Subrecipient shall have
<br />signature authority to sign reimbursement requests, time extension requests, amendment and
<br />modification requests, requests for changes to projects or work plans, and other requests, certifications
<br />and documents authorized by or required under this Agreement.
<br />A.15 LOSS OR REDUCTION OF FUNDING
<br />In the event funding from state federal or other sources is withdrawn, reduced, or limited in any way
<br />after the effective date of this Agreement and prior to normal completion or end date, the Department
<br />may unilaterally reduce the work plan and budget or unilaterally terminate all or part of the Agreement as
<br />a "Termination for Cause" without providing the Subrecipient an opportunity to cure. Alternatively, the
<br />parties may renegotiate the terms of this Agreement under "Amendments and Modifications" to comply
<br />with new funding limitations and conditions, although the Department has no obligation to do so.
<br />A.16 NONASSIGNABILITY
<br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by
<br />the Subrecipient.
<br />A.17 NONDISCRIMINATION
<br />The Subrecipient shall comply with all applicable federal and state non-discrimination laws, regulations,
<br />and policies. No person shall, on the grounds of age race, creed color, sex, sexual orientation religion,
<br />national origin, marital status, honorably discharged veteran or military status, or disability (physical,
<br />mental, or sensory) be denied the benefits of, or otherwise be subjected to discrimination under any
<br />project, program, or activity, funded, in whole or in part, under this Agreement.
<br />A.18 NOTICES
<br />The Subrecipient shall comply with all public notices or notices to individuals required by applicable local,
<br />state and federal laws and regulations and shall maintain a record of this compliance
<br />A.19 OCCUPATIONAL SAFETY/HEALTH ACT and WASHINGTON INDUSTRIAL SAFETY/HEALTH ACT
<br />(OSHA/WISHA)
<br />The Subrecipient represents and warrants that its work place does now or will meet all applicable federal
<br />and state safety and health regulations that are in effect during the Subrecipient's performance under this
<br />Agreement. To the extent allowed by law, the Subrecipient further agrees to indemnify and hold harmless
<br />DHS-FEMA-EMPG-FY20
<br />Page 15 of 36 City of Everett OEM, E21-161
<br />
|