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.o% Wash H90,.fxI S4dlµ <br />[jf pa—,merfi of <br />General Terms and Conditions <br />1. Definitions <br />As used throughout this Grant, the following terms shall have the meaning set forth below: <br />A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to <br />act on the Director's behalf. <br />B. "COMMERCE" shall mean the Washington Department of Commerce. <br />C. "Contract" or "Grant Agreement" means the entire written agreement between COMMERCE and <br />the GRANTEE, including any Exhibits, documents, or materials incorporated by reference and may <br />constitute a Subaward if so designated. Electronic transmission of a signed copy of a Grant <br />Agreement shall be the same as delivery of an original. <br />D. "Contractor" or "GRANTEE" shall mean the entity identified on the face sheet performing service(s) <br />under this Agreement, and shall include all employees and agents thereof. <br />E. "Modified Total Direct Costs" (MTDC) shall mean all direct salaries and wages, applicable fringe <br />benefits, materials and supplies, services, travel, and up to the first $50,000 of each Subaward <br />(regardless of the period of performance of the Subawards under the award). MTDC excludes <br />equipment, capital expenditures, charges for patient care, rental costs, tuition remission, <br />scholarships and fellowships, participant support costs, and the portion of each Subaward in excess <br />of $50,000. <br />F. "Personal Information" shall mean information identifiable to any person, including, but not limited <br />to, information that relates to a person's name, health, finances, education, business, use or receipt <br />of governmental services or other activities, addresses, telephone numbers, social security <br />numbers, driver license numbers, other identifying numbers, and any financial identifiers, and <br />"Protected Health Information" under the federal Health Insurance Portability and Accountability <br />Act of 1996 (HIPAA). <br />G. "State" shall mean the state of Washington. <br />H. "Subaward" and "Subawards" shall mean individually and collectively award(s) provided by a pass - <br />through entity to a Subrecipient for the Subrecipient to carry out part of a Federal award received <br />by the pass -through entity. It does not include payments to a contractor or payments to an individual <br />that is a beneficiary of a Federal program. A Subaward may be provided through any form of legal <br />agreement, including an agreement that the pass -through entity considers a Grant Agreement or <br />other contract. <br />I. "Subgrantee(s)/Subcontractor(s)" shall mean one not in the employment of the GRANTEE, who is <br />performing all or part of those services under this Contract under a separate contract with the <br />Contractor. The term "Subgrantee(s)/Subcontractor(s)" mean subgrantees and/or subcontractors <br />of any tier. <br />J. "Subrecipient" shall mean a non -Federal entity that receives a Subaward from a pass -through <br />entity to carry out part of a Federal program, but does not include an individual that is a beneficiary <br />of such program. A Subrecipient may also be a recipient of other Federal awards directly from <br />a Federal awarding agency. <br />2. All Writings Contained Herein <br />This Grant Agreement contains all the terms and conditions agreed upon by the parties. No other <br />understandings, oral or otherwise, regarding the subject matter of this Grant Agreement shall be <br />deemed to exist or to bind any of the parties hereto. <br />3. Amendments <br />This Grant Agreement may be amended by mutual agreement of the parties. Such amendments shall <br />not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />Page 12 of 25 <br />