2005/06/15 Council Agenda Packet

A.10 INDEPENDENT CONTRACTOR STATUS OF APPLICANT Il The APPLICANT and the APPLICANT's officers, employees and agents shall perform all obligations under this Grant Agreement as an independent contractor and not in any manner as officers or employees or agents of the DEPARTMENT. Herein all references to the APPLICANT shall include its officers, employees and agents. The DEPARTMENT shall not withhold or pay taxes, insurance, or deductions of any kind. A.11 NONDISCRIMINATION The APPLICANT shall comply with all applicable federal and state non-discrimination laws, regulations, and policies. No person shall, on the grounds of age, race, creed, color, sex, religion, national origin, residence, marital status, or disability (physical, mental, or sensory) be denied the benefits of, or otherwise be subjected to discrimination under any project, program, or activity, funded, in whole or in part, under this Grant Agreement. A violation of this provision is a material breach and cause for termination under Section B.5 of this Agreement. A.12 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) The APPLICANT is encouraged to utilize business firms that are certified as minority-owned and/or women -owned in carrying out the purposes of this Grant Agreement. The APPLICANT may set utilization standards, based upon local conditions or may utilize the state of Washington MWBE goals, as identified in WAC 326-30-03901. A.13 CONFLICT OF INTEREST No officer or employee of the DEPARTMENT; no member, officer, or employee of the APPLICANT or its designees or agents; no member of the governing body of the jurisdiction in which the project is undertaken or located; and no other official of such locality or localities who exercises any functions or responsibilities with respect to the project during his or her tenure, shall have any personal or pecuniary gain or interest, direct or indirect, in any contract, subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this Grant Agreement. The APPLICANT shall incorporate, or cause to incorporate, in all such contracts or subcontracts, a provision prohibiting such interest pursuant to this provision. A.14 VENUE This Grant Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a lawsuit involving this Grant Agreement, venue shall be proper only in Thurston County Superior Court. The Applicant, by execution of this Grant Agreement acknowledges the jurisdiction of the courts of the State of Washington. In the cases where this Grant Agreement is between the Department and a federally recognized Indian Tribe, the following Governing Law/Venue applies: a. The State of Washington agrees that it shall initiate any lawsuit against a federally recognized Indian Tribe arising out of or relating to the performance, breach or enforcement of this Grant Agreement in Federal Court. Interpretation shall be according to the law of the State of Washington. In the event that the Federal Court determines that it lacks subject matter jurisdiction to resolve the dispute between the State and the Tribal Party, then the parties agree to venue in Thurston County Superior Court, but the parties agree that the matter shall not be pursued in Superior Court unless there is a Federal Court determination that it lacks subject matter jurisdiction. A.15 OWNERSHIP OF PROJECT/CAPITAL FACILITIES The DEPARTMENT makes no claim to any capital facilities or real property improved or constructed with funds under this Grant Agreement, and by this grant of funds does not and will not acquire any ownership interest or title to such property of the APPLICANT. The APPLICANT shall assume all liabilities arising from the ownership and operation of the project and agrees to hold the DEPARTMENT and the state of Washington harmless from any and all causes of action arising from the ownership and operation of the project. A.16 SEVERABILITY If any court of rightful jurisdiction holds any provision under this Grant Agreement or its application to any person or circumstances invalid, this invalidity does not affect other provisions of the Grant Agreement, which can be given effect without the invalid provision. Mitigation Grant — Planning Page 10 of 18 City of Everett E05-244