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A.12 DISCLOSURE
<br /> The use or disclosure by any party of any information concerning the County for any
<br /> purpose not directly connected with the administration of the County's or the
<br /> Subrecipient's responsibilities with respect to services provided under this Agreement is
<br /> prohibited except by prior written consent of the County or as required to comply with the
<br /> 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 between
<br /> the parties and it cannot be resolved through discussion and negotiation, either party may
<br /> request a dispute resolution panel to resolve the dispute.A request for a dispute resolution
<br /> board shall be in writing, state the disputed issues, state the relative positions of the
<br /> parties, and be sent to all parties. The panel shall consist of a representative appointed
<br /> by the County, a representative appointed by the Contractor and a third party mutually
<br /> agreed upon by both parties. The panel shall, by majority vote, resolve the dispute. Each
<br /> party shall bear the cost for its panel member and its attorney fees and costs, and share
<br /> 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, save
<br /> and hold harmless the County, the Department, the State of Washington, and the United
<br /> States Government and their authorized agents and employees, from all claims, actions,
<br /> costs, damages or expenses of any nature whatsoever by reason of the acts or omissions
<br /> of the Subrecipient, its sub-contractors, subrecipients, assigns, agents, contractors,
<br /> consultants, licensees, invitees, employees or any person whomsoever arising out of or
<br /> 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; provided, that if the claims or damages are
<br /> caused by or result from the concurrent negligence of (1) the County, and (2) the
<br /> Subrecipient, its agents or employees, this indemnity provision shall be valid and
<br /> enforceable only to the extent of the negligence of the Subrecipient, or Subrecipient's
<br /> 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 federal
<br /> 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 to alter, amend, modify, or waive any clause or condition of
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