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________________________________________________________________________________________________________ <br />Interagency Agreement Page 15 of 29 <br />General Terms and Conditions <br />1. DEFINITIONS <br />As used throughout this Agreement, the following terms shall have the meaning set forth below: <br />A.“Authorized Representative” shall mean the Director and/or the designee authorized in writing <br />to act on the Director’s behalf. <br />B.“COMMERCE” shall mean the Washington Department of Commerce. <br />C.“Grant” or “Agreement” or “Contract” means the entire written agreement between <br />COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated <br />by reference be reference and may constitute a Subaward if so designated. E-mail or Facsimile <br />transmission of a signed copy of this Agreement shall be the same as delivery of an original. <br />D.“Grantee” shall mean the entity identified on the face sheet performing service(s) under this <br />Agreement, and shall include all employees and agents thereof. <br />E.“Modified Total Direct Costs” (MTDC) shall mean all direct salaries and wages, applicable fringe <br />benefits, materials and supplies, services, travel, and up to the first $50,000 of each subaward <br />(regardless of the period of performance of the subawards under the award). MTDC excludes <br />equipment, capital expenditures, charges for patient care, rental costs, tuition remission, <br />scholarships and fellowships, participant support costs and the portion of each subaward in <br />excess of $50,000. <br />F.“Personal Information” shall mean information identifiable to any person, including, but not <br />limited to, information that relates to a person’s name, health, finances, education, business, <br />use or receipt of governmental services or other activities, addresses, telephone numbers, <br />social security numbers, driver license numbers, other identifying numbers, and any financial <br />identifiers, and “Protected Health Information” under the federal Health Insurance Portability <br />and Accountability Act of 1996 (HIPAA). <br />G.“State” shall mean the state of Washington. <br />H.“Subaward” shall mean an award provided by a pass-through entity to a subrecipient for the <br />subrecipient to carry out part of a Federal award received by the pass-through entity. It does <br />not include payments to a contractor or payments to an individual that is a beneficiary of a <br />Federal program. A subaward may be provided through any form of legal agreement, including <br />an agreement that the pass-through entity considers a contract. <br />I."Subcontractor" shall mean one not in the employment of the Grantee, who is performing all or <br />part of those services under this Agreement under a separate Agreement or contract with the <br />Grantee. The terms “subcontractor” and “subcontractors” mean subcontractor(s) in any tier. <br />J.“Subrecipient” or “Subgrantee” shall mean a non-Federal entity that receives a subaward from <br />a pass-through entity to carry out part of a Federal program; but does not include an individual <br />that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal <br />awards directly from a Federal awarding agency. <br />2. ALL WRITINGS CONTAINED HEREIN <br />This Agreement contains all the terms and conditions agreed upon by the parties. No other <br />understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to <br />exist or to bind any of the parties hereto. <br />3. AMENDMENTS <br />This Agreement may be amended by mutual agreement of the parties. Such amendments shall not <br />be binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />Docusign Envelope ID: 5C9CDD1E-E998-4C83-AD66-A5E41B68E042Docusign Envelope ID: D434CA11-551F-4F5F-8A80-046DC3E43BC7