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MLE 325-500 – Everett PD Page 14 of 16
<br />SECTION 30: Assignment and Successors in Interest
<br />Subrecipient may not assign or transfer its interest in this Agreement and any attempt to do so will be void and
<br />of no force or effect. The provisions of this Agreement will be binding upon and inure to the benefit of the
<br />Parties hereto, and their respective successors.
<br />SECTION 31: Subcontracts & Sub-Grants
<br />Subrecipient shall not, without MLE’s prior written consent, enter into any subcontracts for any of the work
<br />required of Subrecipient under this Agreement. Subrecipient’s consent to any contract, subcontract, sub-
<br />award will not relieve Subrecipient of any of its duties or obligations under this Agreement.
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<br />Any sub grant entered into under this Agreement shall contain terms and conditions substantially similar to this
<br />Agreement, including Federal provisions contained in Exhibit A. Any sub grant shall insure:
<br />a. If the subgrant is not to a unit of Washington State government, the agreement shall require the
<br />subgrantee to indemnify, defend, save and hold harmless the State of Washington and its officers,
<br />employees, and agents (“indemnitee”) from and against any and all claims, actions, liabilities,
<br />damages, losses or expenses arising from a tort, caused or alleged to be caused, in whole or in part,
<br />by the negligent or willful acts or omissions of the subgrantee or any of the officers, agents, employees
<br />or subcontractors of the subgrantee (“claims”). It is the specific intention of the parties that the
<br />Indemnitee shall, in all instances, except for claims arising solely from the negligent or willful acts or
<br />omissions of the Indemnitee, be indemnified by the Subrecipient from and against any Claims.
<br />SECTION 32: Time is of the Essence
<br />Time is of the essence in Subrecipient’s performance of its obligations under this Agreement.
<br />SECTION 33: Merger and Waiver
<br />This Agreement and all Exhibits and Attachments, if any, constitute the entire agreement between the Parties
<br />on the subject matter hereof. There are no understandings, agreements, or representations, oral or written,
<br />not specified herein regarding this Agreement. No waiver or consent under this Agreement binds either Party
<br />unless in writing and signed by both Parties. Such waiver or consent, if made, is effective only in the specific
<br />instance and for the specific purpose given.
<br />Failure by MLE to insist upon the strict performance of any provision of this agreement shall not affect MLE’s
<br />right to require strict performance of the same provision in the future or any other provision. Failure by MLE to
<br />exercise any right based upon a breach, or acceptance by MLE of performance during such breach, shall not
<br />constitute a waiver of any of its rights or remedies with respect to such breach.
<br />Each party, by signature of its authorized representative, hereby acknowledges that it has read this
<br />agreement, understands it, and agrees to be bound by its terms and conditions.
<br />SECTION 34: Records Maintenance and Access
<br />Subrecipient shall maintain all financial records relating to this Agreement in accordance with generally
<br />accepted accounting principles. In addition, Subrecipient shall maintain any other records, books, documents,
<br />papers, plans, records of shipments and payments and writings of Subrecipient, whether in paper, electronic or
<br />other form, that are pertinent to this Agreement in such a manner as to clearly document Subrecipient's
<br />performance. All financial records, other records, books, documents, papers, plans, records of shipments and
<br />payments and writings of Subrecipient, whether in paper, electronic or other form, that are pertinent to this
<br />Agreement, are collectively referred to as “Records.” Subrecipient acknowledges and agrees that State Parks,
<br />the federal government, and their duly authorized representatives will have access to all Records to perform
<br />examinations and audits and make excerpts and transcripts. Subrecipient shall retain and keep accessible all
<br />Records for a minimum of six (6) years, or such longer period as may be required by applicable law, following
<br />termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or
<br />related to this Agreement, whichever date is later.
<br />SECTION 35: Incorporation by References and Order of Precedence
<br />The table below reflects the documents that are incorporated by reference (whether attached or not) and the
<br />order of precedence should there be a conflict between the parts of a document, or other documents
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