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DHS-FEMA-FWC-FY26 CITY OF EVERETT, FWCGP-3 <br />9 <br /> <br />Category 2: Sensitive information <br />Category 2: For official use only / disclosure permissible by law. <br />b. The Organization reserves the right to review the Subrecipient's procurement plans and documents and <br />require the Subrecipient to make changes to bring its plans and documents into compliance with 2 CFR Part <br />200.317 through 200.327. <br />c. All contracting agreements entered into pursuant to this Agreement shall incorporate this Agreement by <br />reference. <br />11. DISCLOSURE <br />The use or disclosure by any party of any information concerning the Organization for any purpose not <br />directly connected with the administration of the Organization's or the Subrecipient's responsibilities with <br />respect to services provided under this Agreement is prohibited except by prior written consent of the <br />Organization or as required to comply with the state Public Records Act, other law or court order. <br />12. DISPUTES <br />Except as otherwise provided in this Agreement, when a bona fide dispute arises between the parties and it <br />cannot be resolved through discussion and negotiation over a 30-day period, either party may request a <br />dispute resolution board to resolve the disput e. The board shall consist of a representative appointed by the <br />Organization, a representative appointed by the Subrecipient, and a third party mutually agreed upon by both <br />parties. The determination of the dispute resolution board shall be final and bindi ng on the parties. The laws <br />of the state of Washington and all applicable federal laws shall apply to all disputes hereunder. The venue to <br />resolve all such disputes shall be Seattle, Washington. <br />13. LEGAL RELATIONS <br />It is understood and agreed that this Agreement is solely for the benefit of the parties to the Agreement and <br />gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. <br />To the extent allowed by law, the Subrecipient, its successors or assigns, will protect, save and hold <br />harmless the Organization, the state of Washington, and the United States Government and their authorized <br />agents and employees, from all claims, actions, costs, damages or expenses of any nature whatsoever by <br />reason of the acts or omissions of the Subrecipient, its subcontractors, subrecipients, assigns, agents, <br />contractors, consultants, licensees, invitees, employees or any person whomsoever arising out o f or in <br />connection with any acts or activities authorized by this Agreement. <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 part of <br />a federal agency or an employee of the Federal government in carrying out the provisions of the Stafford Act. <br />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 Organization's Authorized Signature representative and the <br />Authorized Signature representative of the Subrecipient shall have the express, implied, or apparent <br />authority to alter, amend, modify, or waive any clause or condition of this Agreement. <br />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 after <br />the effective date of this Agreement and prior to normal completion or end date, the Organization may <br />unilaterally reduce the work plan and budget or unilaterally terminate all or part of the Agreement as a <br />"Termination for Cause" without providing the Subrecipient an opportunity to cure. <br />16. NONASSIGNABILITY <br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the <br />Subrecipient. <br />17. NONDISCRIMINATION <br />During the performance of this agreement, the Subrecipient shall comply with all federal and state <br />nondiscrimination statutes and regulations. The Subrecipient shall not discriminate against any employee or <br />Docusign Envelope ID: C48F4E16-A9AD-8FF3-80DC-5F70DCFC05F2