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person has the signature authority to bind the Sponsor to this Agreement,grant, and project
<br /> subaward—Funds allocated to the RCO from another organization,for which RCO makes available to or assigns to
<br /> another organization via this Agreement Also,a subaward may be an award provided by a pass-through entity to a
<br /> subrecipient for the subrecipient to carry out part of any award received by the pass-through entity. It does not include
<br /> payments to a contractor or payments to an individual that is a beneficiary of a federal or other program.A subaward
<br /> may be provided through any form of legal agreement,including an agreement that the pass-through entity considers
<br /> a contract.Also see 2 C.F.R. §200.92(2013). For federal subawards, a subaward is for the purpose of carrying out a
<br /> portion of a Federal award and creates a federal assistance relationship with the subrecipient(2 C.F.R. §200.330
<br /> (2013)). If this Agreement is a federal subaward,the subaward amount is the grant program amount in the Project
<br /> Funding Section.
<br /> subrecipient—Subrecipient means an entity that receives a subaward. For non-federal entities receiving federal
<br /> funds,a subrecipient is an entity that receives a subaward from a pass-through entity to carry out part of a federal
<br /> program;but does not include an individual that is a beneficiary of such program.A subrecipient may also be a
<br /> recipient of other federal awards directly from a federal awarding agency(2 C.F.R. §200.93(2013)).If this
<br /> Agreement is a federal subaward,the Sponsor is the subrecipient
<br /> useful service life—Period during which an asset or property is expected to be useable for the purpose it was
<br /> acquired,developed, renovated, and/or restored per this Agreement
<br /> WAC—Washington Administrative Code.
<br /> PERFORMANCE BY THE SPONSOR
<br /> The Sponsor shall undertake the project as described in this Agreement,and in accordance with the Sponsor's proposed
<br /> goals and objectives described in the application or documents submitted with the application, all as finally approved by the
<br /> RCO.All submitted documents are incorporated by this reference as if fully set forth herein.
<br /> Timely completion of the project and submission of required documents,including progress and final reports,is important
<br /> Failure to meet critical milestones or complete the project,as set out in this Agreement, is a material breach of the Agreement
<br /> ASSIGNMENT
<br /> Neither this Agreement,nor any claim arising under this Agreement,shall be transferred or assigned by the Sponsor without
<br /> prior written consent of the RCO.
<br /> RESPONSIBILITY FOR PROJECT
<br /> While RCO administers the grant that is the subject of this Agreement,the project itself remains the sole responsibility of the
<br /> Sponsor.The RCO and Funding Entity(iif different from the RCO)undertakes no responsibilities to the Sponsor,or to any third
<br /> party, other than as is expressly set out in this Agreement.The responsibility for the implementation of the project is solely
<br /> that of the Sponsor,as is the responsibility for any claim or suit of any nature by any third party related in any way to the
<br /> project When a project is Sponsored by more than one entity, any and all Sponsors are equally responsible for the project and
<br /> ail post-completion stewardship responsibilities and long-term obligations unless otherwise stated in this Agreement.
<br /> The RCO has no responsibility for reviewing,approving,overseeing or supervising design or construction of the project and
<br /> leaves such review, approval,oversight and supervision exclusively to the Sponsor and others with expertise or authority.In
<br /> this respect,the RCO will act only to confirm at a general, lay,and nontechnical level, solely for the purpose of compliance and
<br /> payment and not for safety or suitability,that the project has apparently been completed as per the Agreement
<br /> •
<br /> INDEMNIFICATION •
<br /> The Sponsor shall defend,indemnify, and hold the State and its officers and employees harmless from all claims,demands, or
<br /> suits at law or equity arising in whole or in part from the actual or alleged acts,errors, omissions or negligence in connection
<br /> with this Agreement(including without limitation all work or activities thereunder), or the breach of any obligation under this
<br /> Agreement by the Sponsor orthe Sponsor's agents,employees,contractors,subcontractors, or vendors,of any tier,or any
<br /> other persons for whom the Sponsor may be legally liable. .
<br /> • Provided that nothing herein shall require a Sponsor to defend or indemnify the State against and hold harmless the.State
<br /> •
<br /> from claims;demands or suits based solely upon the negligence of the State; its employees and/or agents for whom the State
<br /> is vicariously liable. •
<br /> Provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the Sponsor or the
<br /> Sponsor's agents,employees, contractors,subcontractors or vendors, of any tier,or any other persons for whom the Sponsor
<br /> •
<br /> is legally liable,and(b)the State its employees and agents for whom it is vicariously liable,the indemnity obligation shall be
<br /> valid and enforceable only to the extent of the Sponsor's negiince or the negligence of the Sponsor's agents,employees,
<br /> Ri . 1R-2077Revi•
<br /> sion Date: 1/1/2019 Page 9 of 19
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