Puget Sound Regional Council 11/9/2023

1011 Western Avenue, Suite 500 Email: gsimonson@psrc.org Seattle, WA 98104 EVERETT Designated Representative. The Designated Representative for EVERETT is Corey Hert. They may designate other staff as the principal contact for daily work coordination. All official correspondence concerning this Agreement shall be directed to the Designated Representative at the following address: City of Everett Phone: (425) 257-8887 Attn: Corey Hert Title: City Traffic Engineer Fax: (425) 257-8882 3200 Cedar St Everett, WA 98201 Email: chert@everettwa.gov 3.0. TERMS AND CONDITIONS 3.1. In its performance of this Subaward Agreement, EVERETT shall be an independent entity and not an employee or agent of PSRC. 3.2. EVERETT must obtain the prior written approval of PSRC whenever any programmatic changes are anticipated, including but not limited to the following: a) Any revision of the Scope of Work or objectives of the project (regardless of whether there is an associated budget revision requiring prior approval). b) Changes in key persons in cases where specified in an application or a grant award. In research projects, a change in the project director or principal investigator shall always require approval unless waived by the USDOT. c) Under non-construction projects, contracting out, subgranting (if authorized by law) or otherwise obtaining the services of a third party to perform activities, which are central to the purposes of the award. d) Transfer of budgeted amounts. e) No-cost extensions. 3.3. Governmentwide Debarrment and Suspension EVERETT shall comply with the provisions of 2 C.F.R. Part 200, Appendix II, “Contract Provisions for Non-Federal Entity Contracts Under Federal Award”, Section I, (published in the Federal Register on December 26, 2013, 78 FR 78608), which generally prohibit entities that have been debarred, suspended, or voluntarily excluded from participating in Federal nonprocurement transactions either through primary or lower tier covered transactions, and which sets forth the responsibilities of recipients of Federal financial assistance regarding transactions with other persons, including subrecipients and contractors. EVERETT (and all subcontractors, if any) must maintain current registration in the System for Award Management (www.sam.gov) at all times during which they have active federal awards or subawards, including for this Agreement. 3.4. Indemnification To the extent permitted by law, each Party to this Agreement shall indemnify the other Party and its officers, officials, employees, and agents, while acting within the scope of their employment, from any and all costs, claims, demands, judgments, damages, or liability of any kind including injuries to persons or damages to property, which arise out of, or in any way result from, due to, any acts or omissions of the indemnifying Party in the implementation of this Agreement or any agreement between EVERETT and its subcontractor(s). No Party shall be required to indemnify the other Party if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence of the Party seeking indemnification.