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b. The County reserves the right to review the Subrecipient procurement plans and documents, and
<br /> require the Subrecipient to make changes to bring its plans and documents into compliance with the
<br /> requirements of 2 CFR Part 200.318 through 200.326. The Subrecipient must ensure that its
<br /> procurement process requires contractors and subcontractors to provide adequate documentation
<br /> with sufficient detail to support the costs of the project and to allow both the Subrecipient and County
<br /> to make a determination on eligibility of project costs.
<br /> c. All sub-contracting agreements entered into pursuant to this Agreement shall incorporate this
<br /> Agreement by reference.
<br /> A.12 DISCLOSURE
<br /> The use or disclosure by any party of any information concerning the County for any purpose not directly
<br /> connected with the administration of the County's or the Subrecipient's responsibilities with respect to
<br /> services provided 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 between the parties
<br /> and it cannot be resolved through discussion and negotiation, either party may request a dispute
<br /> resolution panel to resolve the dispute. A request for a dispute resolution board shall be in writing, state
<br /> the disputed issues, state the relative positions of the parties, and be sent to all parties. The panel shall
<br /> consist of a representative appointed by the County, a representative appointed by the Contractor and a
<br /> third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the dispute.
<br /> Each party shall bear the cost for its panel member and its attorney fees and costs, and share equally
<br /> 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 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 County, the Department, the State of Washington, and the United States Government and
<br /> their authorized agents and employees, from all claims, actions, costs, damages or expenses of any
<br /> nature whatsoever by reason of the acts or omissions of the Subrecipient, its sub-contractors,
<br /> subrecipients, assigns, agents, contractors, consultants, licensees, invitees, employees or any person
<br /> whomsoever 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 Department and
<br /> the State of Washington and their authorized agents and employees in any litigation; including payment
<br /> of 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 County or the Department; provided, that if the claims or damages are caused by
<br /> or result from the concurrent negligence of (1) the County or the Department, and (2) the Subrecipient,
<br /> its agents or employees, this indemnity provision shall be valid and enforceable only to the extent of the
<br /> negligence of 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.15 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 representative and the
<br /> Authorized Signature representative of the Subrecipient or Alternate for the Subrecipient, 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
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