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To the extent allowed by law, the Subrecipient, its successors or assigns, will protect, save and hold
<br />harmless the Department, the state of Washington, and the United States Government and their
<br />authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature
<br />whatsoever by reason of the acts or omissions of the Subrecipient, its subcontractors, subrecipients,
<br />assigns, agents, contractors, consultants, licensees, invitees, employees or any person whomsoever
<br />arising out of or in connection with any acts or activities authorized by this Agreement.
<br />To the extent allowed by law, the Subrecipient further agrees to defend the Department and the state of
<br />Washington and their authorized agents and employees in any litigation; including payment of any costs
<br />or attorneys' fees for any claims or action commenced thereon arising out of or in connection with acts
<br />or activities authorized by this Agreement.
<br />This obligation shall not include such claims, costs, damages or expenses which may be caused by the
<br />sole negligence of the Department; provided, that if the claims or damages are caused by or result from
<br />the concurrent negligence of (1) the Department, and (2) the Subrecipient, its agents, or employees, this
<br />indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subrecipient,
<br />or the Subrecipient's agents or employees.
<br />Insofar as the funding source, FEMA, is an agency of the Federal government, the following shall apply:
<br />44 CFR 206.9 Non -liability. The Federal government shall not be liable for any claim based upon the
<br />exercise or performance of, or the failure to exercise or perform a discretionary function or duty on the
<br />part of a federal agency or an employee of the Federal government in carrying out the provisions of the
<br />Stafford Act.
<br />A.14 LIMITATION OF AUTHORITY — AUTHORIZED SIGNATURE
<br />The signatories to this Agreement represent that they have the authority to bind their respective
<br />organizations to this Agreement. Only the Department's Authorized Signature representative and the
<br />Authorized Signature representative of the Subrecipient or Alternate for the Subrecipient, formally
<br />designated in writing, shall have the express, implied, or apparent authority to alter, amend, modify, or
<br />waive any clause or condition of this Agreement. Any alteration, amendment, modification, or waiver of
<br />any clause or condition of this Agreement is not effective or binding unless made in writing and signed
<br />by both parties' Authorized Signature representatives, except as provided for time extensions in Article
<br />A.3.
<br />Further, only the Authorized Signature representative or Alternate for the Subrecipient shall have
<br />signature authority to sign reimbursement requests, time extension requests, amendment and
<br />modification requests, requests for changes to projects or work plans, and other requests, certifications
<br />and documents authorized by or required under this Agreement.
<br />A.15 LOSS OR REDUCTION OF FUNDING
<br />In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
<br />after the effective date of this Agreement and prior to normal completion or end date, the Department
<br />may unilaterally reduce the work plan and budget or unilaterally terminate all or part of the Agreement as
<br />a "Termination for Cause" without providing the Subrecipient an opportunity to cure. Alternatively, the
<br />parties may renegotiate the terms of this Agreement under "Amendments and Modifications" to comply
<br />with new funding limitations and conditions, although the Department has no obligation to do so.
<br />A.16 NONASSIGNABILITY
<br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by
<br />the Subrecipient.
<br />A.17 NONDISCRIMINATION
<br />During the performance of this agreement, the Subrecipient shall comply with all federal and state
<br />nondiscrimination statutes and regulations. These requirements include, but are not limited to:
<br />a. Nondiscrimination in Employment: The Subrecipient shall not discriminate against any employee or
<br />applicant for employment because of race, color, sex, sexual orientation, religion, national origin,
<br />creed, marital status, age, Vietnam era or disabled veteran status, or the presence of any sensory,
<br />mental, or physical handicap. This requirement does not apply, however, to a religious corporation,
<br />association, educational institution or society with respect to the employment of individuals of a
<br />particular religion to perform work connected with the carrying on by such corporation, association,
<br />educational institution or society of its activities.
<br />DHS-FEMA-SLCGP-FY23
<br />Page 16 of 39 Everett, E24-268
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