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duplicated by other benefits, funds, or insurance proceeds. The SUBRECIPIENT will also seek recovery
<br />against any party or parties whose negligence or other intentional or tortious conduct may have caused
<br />or contributed to the expenditures for which these grants funds are provided. The SUBRECIPIENT will
<br />repay the DEPARTMENT any funds recovered by settlement, judgment or other court order in an action
<br />to recover funds provided by this grant. The SUBRECIPIENT shall notify the DEPARTMENT as early as
<br />possible and work in conjunction with the DEPARTMENT and FEMA to ensure appropriate
<br />apportionment of any duplicated or recovered payment.
<br />A.15 HAZARDOUS SUBSTANCES
<br />The SUBRECIPIENT shall inspect and investigate the proposed development/construction site for the
<br />presence of hazardous substances. The SUBRECIPIENT shall fully disclose to the DEPARTMENT the
<br />results of its inspection and investigation and all other knowledge the SUBRECIPIENT has as to the
<br />presence of any hazardous substances at the proposed development/construction project site. The
<br />SUBRECIPIENT will be responsible for any associated clean-up costs. "Hazardous Substance" is
<br />defined in RCW 70A.305.020
<br />A.16 LEGAL RELATIONS
<br />It is understood and agreed that this Agreement is solely for the benefit of the parties to the Agreement
<br />and gives no right to any other party. No joint venture or partnership is formed as a result of this
<br />Agreement.
<br />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 sub -contractors, assigns,
<br />agents, contractors, consultants, licensees, invitees, employees or any person whomsoever arising out
<br />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
<br />State of Washington and their authorized agents and employees in any litigation; including payment of
<br />any costs or attorneys' fees for any claims or action commenced thereon arising out of or in connection
<br />with acts 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
<br />from the concurrent negligence of (1) the DEPARTMENT, and (2) the SUBRECIPIENT, its agents, or
<br />employees, this indemnity 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 Emergency
<br />Management Agency (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.17 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 and the Authorized
<br />Signature of the assigned SUBRECIPIENT Agent or Alternate for the SUBRECIPIENT Agent, 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. Further, only the Authorized Signature
<br />representative or Alternate for the SUBRECIPIENT shall have authority to sign reimbursement requests,
<br />certification of project completion time extension requests, amendment and modification requests,
<br />requests for changes to project status, and other requests, certifications and documents authorized by
<br />or required under this Agreement.
<br />Mitigation Project Grant Agreement— REV 8/8/23
<br />Page 17 of 30 City of Everett, D25-042-Revised
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