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b. The Department reserves the right to review the Subrecipient procurement plans and documents,
<br />and require the Subrecipient to make changes to bring its plans and documents into compliance with
<br />the 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
<br />Department 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 Department for any purpose not
<br />directly connected with the administration of the Department'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 />Department or as 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 Department, a representative appointed by the Contractor
<br />and a third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the
<br />dispute. Each 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 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 Department, the State of Washington, and the United States Government and their
<br />authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature
<br />whatsoever by reason of the acts or omissions of the Subrecipient, its sub -contractors, subrecipients,
<br />assigns, agents, contractors, consultants, licensees, invitees, employees or any person whomsoever
<br />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 Department and the State of
<br />Washington and their authorized agents and employees in any litigation; including payment of any costs
<br />or attorneys' fees for any claims or action commenced thereon arising out of or in connection with acts
<br />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 Department; provided, that if the claims or damages are caused by or result from
<br />the concurrent negligence of (1) the Department, and (2) the Subrecipient, its agents or employees, this
<br />indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subrecipient,
<br />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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