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7. Disclaimer by the City and United States.The United States has expressly disclaimed any and all responsibility
<br /> or liability to the City or third persons for the actions of the City or third persons resulting in death,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 of the award of Federal funds to the City under section 603(c)
<br /> of the Act, or any contract or 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 or among the United
<br /> States,the City,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,
<br /> including fines, imprisonment, civil damages and penalties, debarment from participating in federal or City
<br /> awards or contracts,and/or any other remedy available by law.
<br /> 9. Debarment and Suspension Certification. Entities 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, 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
<br /> it, or a subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or
<br /> agency. 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 unspent
<br /> grant proceeds shall be immediately returned to 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(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
<br /> Federal Terms, Grantee shall return funds to 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 the terms of this
<br /> Agreement. This duty to repay the City shall 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 to the Program, are barred from any interest, direct or indirect, in any grant or proceeds of the
<br /> Program,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 State
<br /> 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
<br /> any and all demands, liabilities, causes of action, costs and expenses (including attorneys' fees), claims,
<br /> judgments,or awards of damages, arising out of or in any way resulting from the acts or omissions of Grantee,
<br /> its directors,officers,employees,or agents, relating in any way to Grantee's performance or non-performance
<br /> under the Agreement. Grantee agrees that its obligations under this paragraph extend to any demands,
<br /> liabilities,causes of action,or claims brought by,or on behalf of,any of its employees or agents.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
<br /> W HI R E T T
<br /> WASHINGTON Everett Forward Grant Program I Agreement Page 2
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