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7. Disclaimer by the City and United States.The United State-, has expressly disclaimed any and all responsibility
<br /> m liability to the City mthird persons for the actions of the City m third persons resulting indeath,bodily injury,
<br /> property damages, or any other losses resulting in any way from the performance of this award or any other
<br /> losses resulting in any way from the performance vf the award of Federal funds to the City under section 6O9(c)
<br /> of the Act, or any contract o, subcontract under such award. The City expressly disclaims any and all
<br /> responsibility or liability to Grantee or third persons for the actions of Grantee or third persons resulting in
<br /> death, bodily injury, property damages,or any other losses resulting in any way from the performance of this
<br /> Agreement or any other losses resulting in any way from the performance of the Agreement,or any subcontract
<br /> thereto.This Agreement does not in any way establish an agency relationship between o,among the united
<br /> States,the City,and/or Grantee.
<br /> g. False Statements. Grantee understands that making false statements o, claims in connection with this
<br /> Agreement may be a violation of federal law and may result in criminal, civil, o/ administrative sanctions,
<br /> including fines, imprisonment, civil damages and penalties, debarment from participating in federal nrCity
<br /> awards or contracts,and/or any other remedy available bylaw.
<br /> 9. oebannertandSuspoosiunCertd0cation. snth/es that are debarred,suspended, or proposed for debarment,
<br /> by the U.S. Government are excluded from receiving federal funds and contracting with the City. Grantee, by
<br /> signature to this Agreement, certifies that Grantee is not currently debarred, suspended' or proposed for
<br /> debarment, bv any Federal department o,agency.Grantee also agrees that it will not enter into asubcontract
<br /> with a person or entity that is debarred,suspended,or proposed for debarment.Grantee will notify the City if
<br /> it, or aa^6cnntractor' is debarred, suspended, vr proposed for debarment, by any Federal department or
<br /> agency. Debarmentstmusmaybeve/ifiedmntxps�//www.mm�o*(
<br /> 10. Termination. Upon seven(7)days'notice,the City may terminate this agreement for convenience.Any unspent
<br /> grant proceeds shall be immediately returned tv the City.
<br /> 11. Repayment of Funds;Recoupment. If Grantee has unspent grant proceeds on hand as of December 31,2024,
<br /> Grantee shall return all unspent grant proceeds to the City within ten (z0)calendar days.|f any funds provided
<br /> to Grantee were used in o manner that is not consistent or allowable as outlined in this Agreement o,in the
<br /> Federal Terms, Grantee shall return funds ,n City in the amount determined to be ineligible. Grantee further
<br /> agrees that it is financially responsible for and will repay the City any and all indicated amounts following an
<br /> audit exception which occurs due to Grantee's failure, for any reason' to comply with ,he terms of this
<br /> Agreement. This duty to repay the City ohn|| not be diminished or extinguished by the termination of the
<br /> Agreement.
<br /> 12. Conflict of Interest.Grantee designees,agents,members,officers,employees,consultants,and any other public
<br /> official who exercises or who has exercised any functions or responsibilities with respect to the Program during
<br /> his or her tenure,or who is in a position to participate in a decision-making process or gain inside information
<br /> with regard ,othe Program, are barred from any interest, direct or indirect, in any grant or proceeds of the
<br /> Program,n,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 State
<br /> of Washington. The venue for any action hereunder shall be in the Superior Court for Snohomish City,
<br /> Washington,orthe U.S. District Court for the Western District nfWashington.
<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
<br /> any and all demands' liabilities, causes of action, costs and expenses (including attorneys' fees), claims,
<br /> judgments,o,awards of damages,arising out o|v,in any way resulting from the acts o,omissions u|Grantee,
<br /> its directors,officers,employees,or agents, relating in any way to Grantee's performance or non-performance
<br /> undo/ the Agreement. Grantee agrees that its obligations under this paragraph extend to any demands'
<br /> liabilities,causes nf action,vr claims brought by,o,nn behalf of,any of its employees vragents.For this purpose,
<br /> Grantee, by mutual negotiation, hereby waives, as respects the City only, any immunity that would otherwise
<br /> be available against such claims under any industrial insurance act, including Title 51 RCW, other Worker's
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