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secondary sponsor - one of two or more eligible organizations that sponsors a grant -funded project. Of these two sponsors,
<br />only one - the primary sponsor - may be the fiscal agent.
<br />sponsor or primary sponsor- The eligible applicant who has been awarded a grant of funds and is bound by this executed
<br />Agreement; includes its officers, employees, agents and successors. For projects funded with federal money, the sponsor is a
<br />subrecipient, which is a non -Federal 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 recipient of other
<br />Federal awards directly from a Federal awarding agency (2 C.F.R. § 200. 93 (2013)).
<br />subaward - An award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal
<br />award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a
<br />beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that
<br />the pass-through entity considers a contract (2 C.F.R. § 200.92 (2013)). A subaward is for the purpose of carrying out a portion of
<br />a Federal award and creates a Federal assistance relationship with the subrecipient (2 C.F.R. § 200.330 (2013)). If this
<br />Agreement is a Federal subaward, the subaward amount is the grant program amount in Section F; Project Funding Amount.
<br />subrecipient - Subrecipient means a non -Federal entity that receives a subaward from a pass-through entity to carry out part of
<br />a Federal program; but does not include an individual that is a beneficiary of such program. A subreciplent 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 Agreement is a
<br />Federal subaward, the sponsor is the subrecipient.
<br />WAC - Washington Administrative Code.
<br />SECTION 2. PERFORMANCE BY THE SPONSOR
<br />The sponsor and secondary sponsor where applicable, shall undertake the project as described in this Agreement, the sponsor's
<br />application, and in accordance with the sponsor's proposed goals and objectives described in the application or documents submitted
<br />with the application, all as finally approved by the RCO. All submitted documents are incorporated by this reference as if fully set forth
<br />herein. Also see Section 29: Order of Precedence.
<br />Timely completion of the project and submission of required documents, including progress and final reports, is important. Failure to
<br />meet critical milestones or complete the project, as set out in this Agreement, is a material breach of the Agreement.
<br />SECTION 3. ASSIGNMENT
<br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the sponsor without prior
<br />written consent of the RCO.
<br />SECTION 4. RESPONSIBILITY FOR PROJECT
<br />While the RCO undertakes to assist the sponsor with the project by providing a grant pursuant to this Agreement, the project itself
<br />remains the sole responsibility of the sponsor. The RCO undertakes no responsibilities to the sponsor, a secondary sponsor, or to any
<br />third party, other than as is expressly set out in this Agreement. The responsibility for the implementation of the project is solely that of
<br />the sponsor, as is the responsibility for any claim or suit of any nature by any third party related in any way to the project. When a
<br />project is sponsored by more than one entity, any and all sponsors are equally responsible for the project and all post -completion
<br />stewardship responsibilities.
<br />SECTION 5. INDEMNIFICATION
<br />The sponsor shall defend, indemnify, and hold the State and I s officers and employees harmless from all claims, demands, or suits at
<br />law or equity arising in whole or in part from the actual or alleged acts, errors, omissions or negligence of, or the breach of any
<br />obligation under this Agreement by, the sponsor or the sponsor's agents, employees, contractors, subcontractors, or vendors, of any
<br />tier, or any 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 from
<br />claims, demands or suits based solely upon the negligence of the State, its employees and agents for whom the State is vicariously
<br />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 sponsor's
<br />agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor is legally liable,
<br />and (b) the State its employees and agents for whom it is vicariously liable, the indemnity obligation shall be valid and enforceable
<br />only to the extent of the sponsor's negligence or the negligence of the sponsor's agents, employees, contractors, subcontractors or
<br />vendors, of any tier, or any other persons for whom the sponsor may be legally liable.
<br />This provision shall be included in any Agreement between sponsor and any contractors, subcontractors and vendors, of any tier.
<br />The sponsor shall also 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 an alleged patent or copyright infringement or other allegedly improper
<br />appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the sponsor or the
<br />sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the sponsor may be
<br />legally liable, in performance of the Work under this Agreement or arising out of any use in connection with the Agreement of
<br />methods, processes, designs, information or other items furnished or communicated to State, its agents, officers and employees
<br />pursuant to the Agreement; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other
<br />allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions
<br />resulting from State's, its agents', officers' and employees' failure to comply with specific written instructions regarding use provided to
<br />State, its agents, officers and em to ees by the sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or
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