|
dispute resolution board and its attorney fees and costs and share equally the cost of the third board
<br />member
<br />A,13 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 bovernment 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 lubcontractors, subreiipients,
<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 ny inis 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 wiih 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 resultirom
<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 the Subrecipient's agents or employees.
<br />lnsofar as the funding source, FEMA, is an agency of the Federal government, the following shall apply:
<br />44 GFR 206,9 Non-liabilitv. The Federal government shall not be liable for any claim based upon the
<br />exercise or performance of, or the failure io exercise or perform a discretionary function or duty on thepart of a federal agency or an employee of the Federal government in carrying out the provisions of the
<br />Stafford Act.
<br />4j4 LIUrntrOru or nuino
<br />The signatories to this Agreement represent that thei nave 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, modiff, or
<br />waive any clause or condition of this Agreement. Any alteration, amendment, modification, or waiver of
<br />any clause or condition of !!is Agreement is not effective or binding unless rnade in writing and signed
<br />by both parties' Authorized Signature representatives, except as provided for time extensi6ns in Aiticle
<br />A.3.
<br />Further, only _the Authorized $ignature representative or Alternate for the Subrecipient shall have
<br />signature authority to sign reimbursement requests, time extension requests, amendment and
<br />modification 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.15 LOSS OR REDUCTION OF FUNDING
<br />ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
<br />afier the effective date of this Agreement and prior to normal completion or end date, the Department
<br />may unilaterallyreduce the work plan and budget or unilaterally terminate all or part of the Agreement as
<br />a "Termination for Qause" without providing the Subrecipient an opportunity to cure. Alteriatively, the
<br />parties may renegotiate the terms of this Agreement under "Amend'ments anU Modifications" to comply
<br />with new funding limitations and conditions, although the Department has no obligation to do so.
<br />A,16 NONASSIGNABILITY
<br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by
<br />the Subrecipient.
<br />4j7 NONDISCRIMINATION
<br />During the performance of this agreement, the Subrecipient shall comply with all federal and state
<br />nondiscrimination statutes and regulations. These requirements include, but are not limited to:
<br />DHS-FEMA-HSGP-SHSP-FY23 page 18 of 48 Kittitas County,E24_1gs
|