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OSOS NO. G-8152 <br />EXHIBIT A <br />Page 3 of 6 <br />and hold harmless includes any claim by Sub-Grantee’s agents, employees, representatives, or <br />any subcontractor or its employees. <br />Sub-Grantee agrees to indemnify, defend, and hold harmless OSOS for any claim arising out of <br />or incident to Sub-Grantee’s or any subcontractor’s performance or failure to perform the Grant <br />Agreement. Sub-Grantee’s obligation to indemnify, defend, and hold harmless OSOS shall not <br />be eliminated or reduced by any actual or alleged concurrent negligence of OSOS or its <br />officials, agents, or employees. <br />Sub-Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, <br />defend, and hold harmless OSOS and its officials, agents or employees. <br />9.JURISDICTION <br />The Grant Agreement shall be construed and interpreted in accordance with the laws of the <br />State of Washington and any applicable federal laws. The provisions of the Grant Agreement <br />shall be construed and interpreted in accordance with those laws. The venue of any action <br />brought hereunder shall be in the Superior Court for Thurston County, Washington. <br />10.PROHIBITION ON LOBBYING <br />No appropriated funds may be expended by the recipient of a federal contract, grant, loan, or <br />cooperative agreement to pay any person of influencing or attempting to influence an officer or <br />employee of any (federal) agency, a member of Congress, an officer or employee of Congress, <br />or an employee of a member of Congress in connection with any of the following covered <br />federal actions: the awarding of any federal contract, the making of any federal grant, the <br />making of any federal loan, the entering into of any cooperative agreement, and the extension, <br />continuation, renewal, amendment, or modification of any federal contract, grant, loan, or <br />cooperative agreement. <br />11.NOTICE OF CHANGE IN STATUS <br />In the event of substantive change in the legal status, organizational structure, or fiscal <br />reporting, Sub-Grantee shall immediately notify OSOS. Sub-Grantee shall also immediately <br />notify OSOS of any revision in the scope of objectives of the project, and complete, sign, and <br />return a new Fiscal Compliance Certificate (Exhibit D). <br />12.RECORDS RETENTION <br />Sub-Grantee shall: <br />A.retain all financial, statistical, property records, and supporting documentation for <br />a period of six years from the termination date of the Grant Agreement; <br />B.retain records for non-expendable property for a period of three years after final <br />disposition of the property; and <br />C.retain those records previously mentioned in this section beyond the records <br />retention period if any litigation or audit is begun, or if a claim is instituted involving <br />the Grant Agreement or an agreement covered by the records. In these instances, <br />the records will be retained until the litigation, audit, or claim has been finally <br />resolved. <br />DocuSign Envelope ID: 847DFB4D-2FEF-4D0A-B84A-BC59955C7A40