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parties,and be sent to all parties.The panel shall consist of a representative appointed
<br />by the Department,a representative appointed by the Contractor and a third pany 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 Department,the State of Washington,and the United States
<br />Government and their authorized agents and employees,from all claims,actions,costs,
<br />damages or expenses of any nature whatsoever by reason of the acts or omissions of the
<br />Subrecipient,its sub-contractors,subrecipients,assigns,agents,contractors,consultants,
<br />licensees,invitees,employees or any person whomsoever arising out of or in connection
<br />with any acts or activities authorized by this Agreement.
<br />To the extent allowed by law,the Subrecipient further agrees to defend the Department
<br />and the State of Washington and their authorized agents and employees in any litigation;
<br />including payment of any costs or attorneys'fees for any claims or action commenced
<br />thereon arising out of or in connection with acts or activities authorized by 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 Department;provided,that if the claims or damages
<br />are caused by or result from the concurrent negligence of (1)the Department,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 LIMITATIONOF AUTHORITY -Authorized Siqnature
<br />The signatories to this Agreement represent that they have the authority to bind their
<br />respective organizations to this Agreement.Only the Department'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
<br />this Agreement.Any alteration,amendment,modification,or waiver of any clause or
<br />condition of this Agreement is not effective or binding unless made in writing and signed
<br />by both parties Authorized Signature representatives.Further,only the Authorized
<br />Signature representative or Alternate for the Subrecipient shall have signature authority
<br />to sign reimbursement requests,time extension requests,amendment and modification
<br />requests,requests for changes to projects or work plans,and other requests,certifications
<br />and documents authorized by or required under this Agreement.
<br />A.16 LOSS OR REDUCTION OF FUNDING
<br />In the event funding from state,federal,or other sources is withdrawn,reduced,or limited
<br />in any way after the effective date of this Agreement and prior to normal completion or end
<br />date,the Department may unilaterally reduce the scope of work and budget or unilaterally
<br />terminate all or part of the Agreement as a "Termination for Cause"without providing the
<br />Subrecipient an opportunity to cure.
<br />DHS-FEMA-HSGP-SHSP-FFYi5 Page 17 of 26 Kittitas County Sheriffs Office,E16-071
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