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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 /> condition of this Agreement is not effective or bindingunless made in writingand signed
<br /> anyclause or 9
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<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 /> (OS HANVI SHA)
<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 Page 15 of 36 City of Everett OEM, E21-161
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