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parties, and be sent to all parties . The panel shall consist of a representat ive appointed
<br />by the Department, 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 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 CF R 20 6 .9 Non -liabiltty. 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 Sig nature
<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 />OHS-FEMA-HSGP-SHSP-FFY15 Page 17 of 26 Kittitas County Sheriff's Office , E16-071
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