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<br /> WASHINGTON
<br /> responsibility or liability to Grantee or third persons for the actions of Grantee or third persons resulting in death,
<br /> bodily injury, property damages, or any other losses resulting in any way from the performance of this Agreement
<br /> or any other losses resulting in any way from the performance of the Agreement, or any subcontract thereto.This
<br /> Agreement does not in any way establish an agency relationship between or among the United States, the City,
<br /> and/or Grantee.
<br /> 8. False Statements. Grantee understands that making false statements or claims in connection with this
<br /> Agreement may be a violation of federal law and may result in criminal,civil,or administrative sanctions, including
<br /> Fines, imprisonment, civil damages and penalties, debarment from participating in federal or City awards or
<br /> contracts,and/or any other remedy available by law.
<br /> 9. Debarment and Suspension Certification. Entities that are debarred, suspended, or proposed for
<br /> debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the City.
<br /> Grantee, by signature to this Agreement, certifies that Grantee is not currently debarred, suspended, or proposed
<br /> for debarment, by any Federal department or agency.Grantee also agrees that it will not enter into a subcontract
<br /> with a person or entity that is debarred,suspended,or proposed for debarment.Grantee will notify the City if it,or
<br /> a subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or agency.
<br /> Debarment status may be verified at https://www.sam.gov/.
<br /> 10. Termination. Upon seven (7) days-notice, the City may terminate this agreement for convenience. Any
<br /> unspent grant proceeds shall be immediately returned to the City.
<br /> •
<br /> 11. Repayment of Funds; Recoupment. If Grantee has unspent grant proceeds on hand as of December 31,
<br /> 2024,Grantee shall return all unspent grant proceeds to the City within ten(10)calendar days.If any funds provided
<br /> to Grantee were used in a manner that is not consistent or allowable as outlined in this Agreement or in the Federal
<br /> Terms, Grantee shall return funds to City in the amount determined to be Ineligible.Grantee further agrees that it
<br /> is financially responsible for and will repay the City any and all indicated amounts following an audit exception which
<br /> occurs due to Grantee's failure,for any reason,to comply with the terms of this Agreement.This duty to repay the
<br /> City shall not be diminished or extinguished by the termination of the Agreement.
<br /> 12. Conflict of Interest.Grantee designees,agents, members,officers,employees,consultants, and any other
<br /> public official who exercises or who has exercised any functions or responsibilities with respect to the Program
<br /> during his or her tenure,or who is in a position to participate in a decision-making process or gain inside information
<br /> with regard to the Program,are barred from any interest,direct or indirect,in any grant or proceeds of the Program,
<br /> or benefit there from,which is part of this Agreement at any time during or after such person's tenure.
<br /> 13. Governing Laws. This Agreement shall be governed by and construed in accordance with the laws of the
<br /> State of Washington. The venue for any action hereunder shall be in the Superior Court for Snohomish City,
<br /> Washington,or the U.S. District Court for the Western District of Washington.
<br /> 14. Indemnification.To the maximum extent permitted by law,Grantee shall,at its cost and expense,protect,
<br /> defend, indemnify, and hold harmless the City,its directors,officers, employees,and agents,from and against any
<br /> and all demands, liabilities,causes of action, costs and expenses (including attorneys' fees), claims,judgments, or
<br /> awards of damages,arising out of or in any way resulting from the acts or omissions of Grantee,its directors,officers,
<br /> • employees, or agents, relating in any way to Grantee's performance or non-performance under the Agreement.
<br /> Grantee agrees that its obligations under this paragraph extend to any demands,liabilities,causes of action,or claims
<br /> brought by,or on behalf of,any of its employees or agents.For this purpose,Grantee,by mutual negotiation,hereby
<br /> waives, as respects the City only, any immunity that would otherwise be available against such claims under any
<br /> industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other
<br /> employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. These
<br /> indemnification obligations shall survive the termination of the Agreement.
<br /> EFG Agreement for Beneficiary
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