|
A.12 DISCLOSURE
<br /> The use or disclosure by any party of any information concerning the County, or State-
<br /> and Federal agencies for any purpose not directly connected with the administration of
<br /> the County's or the Subrecipient's responsibilities with respect to services provided
<br /> under this Agreement is prohibited except by prior written consent of the County or as
<br /> required to comply with the state Public Records Act, other law or court order.
<br /> A.13 DISPUTES
<br /> Except as otherwise provided in this Agreement, when a bona fide dispute arises
<br /> between the parties and it cannot be resolved through discussion and negotiation, either
<br /> party may request a dispute resolution panel to resolve the dispute. A request for a
<br /> dispute resolution board shall be in writing, state the disputed issues, state the relative
<br /> positions of the parties, and be sent to all parties. The panel shall consist of a
<br /> representative appointed by the County, a representative appointed by the Contractor
<br /> and a third party mutually agreed upon by both parties. The panel shall, by majority vote,
<br /> resolve the dispute. Each party shall bear the cost for its panel member and its attorney
<br /> fees and costs, and share equally the cost of the third panel member.
<br /> A.14 LEGAL RELATIONS
<br /> It is understood and agreed that this Agreement is solely for the benefit of the parties to
<br /> the Agreement and gives no right to any other party. No joint venture or partnership is
<br /> formed as a result of this Agreement.
<br /> To the extent allowed by law, the Subrecipient, its successors or assigns, will protect,
<br /> save and hold harmless the County, the Department, the State of Washington, and the
<br /> United States Government and their authorized agents and employees, from all claims,
<br /> actions, costs, damages or expenses of any nature whatsoever by reason of the acts or
<br /> omissions of the Subrecipient, its sub-contractors, subrecipients, assigns, agents,
<br /> 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 County, the
<br /> Department and the State of Washington and their authorized agents and employees in
<br /> any litigation; including payment of any costs or attorneys' fees for any claims or action
<br /> commenced thereon arising out of or in connection with acts or activities authorized by
<br /> this Agreement.
<br /> This obligation shall not include such claims, costs, damages or expenses which may be
<br /> caused by the sole negligence of the County or the Department ; provided, that if the
<br /> claims or damages are caused by or result from the concurrent negligence of (1) the •
<br /> County or the Department , and (2) the Subrecipient, its agents or employees, this
<br /> indemhity provision shall be valid and enforceable only to the extent of the negligence of
<br /> the Subrecipient, or Subrecipient's agents or employees.
<br /> Insofar as the funding source, the Department of Homeland Security (DHS)/Federal
<br /> Emergency Management Agency (FEMA), is an agency of the Federal government, the
<br /> following shall apply:
<br /> 44 CFR 206.9 Non-liability. The Federal government shall not be liable for any claim
<br /> based upon the exercise or performance of, or the failure to exercise or perform a
<br /> discretionary function or duty on the part of a federal agency or an employee of the
<br /> federal government in carrying out the provisions of the Stafford Act.
<br /> A.15 LIMITATION OF AUTHORITY—Authorized Signature
<br /> The signatories to this Agreement represent that they have the authority to bind their
<br /> respective organizations to this Agreement. Only the County's Authorized Signature
<br /> representative and the Authorized Signature representative of the Subrecipient or
<br /> Alternate for the Subrecipient, formally designated in writing, shall have the express,
<br /> implied, or apparent authority t0 alter, amend, modify,y, Or waive any clause Or COnditiOf
<br /> of this Agreement. !Thy alteration, al-OCndment moclfica.LIOn, OF ':Naiver of any Ciause or
<br /> P�ce
<br /> DHS-EMD—Snohomish Co. SHSP-15 7i3 o-37 City of Everett, 516-053_
<br />
|