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SUBRECIPIENT to submit its procurement procedures and a written code of conduct
<br />prior to commencing the procurement for approval, as detailed in Exhibit B, Third Party
<br />Procurement Procedures. If SUBRECIPIENT fails to meet these requirements KTB
<br />may deny reimbursement requests. If such failure is determined after reimbursement
<br />has been made, SUBRECIPIENT agrees to return reimbursed funds that were not in
<br />compliance with these requirements, whether determined by KTB, the State, or the US
<br />Environmental Protection Agency or its agents. SUBRECIPIENT shall provide KTB a
<br />written certification of compliance with 2 CFR 200.317-.326 prior to purchasing any
<br />equipment/technology under this agreement.
<br />6.2 Equipment Use, Management, and Disposition. SUBRECIPIENT agrees the
<br />equipment acquired under this Agreement will be subject to the use and management
<br />and disposition regulations at 2 CFR 200.313, as applicable. Equipment is defined as
<br />tangible non -expendable personal property having a useful life of more than one year
<br />and acquisition cost and/or current market value of $5,000 or more per unit. Certified
<br />or verified equipment, vehicles, engines, and/or technologies are considered to be
<br />equipment to the extent they fall within this definition. The SUBRECIPIENT agrees to
<br />provide KTB reasonable information concerning the use and condition of the
<br />equipment upon request.
<br />ARTICLE 7. MODIFICATION, WAIVER, AND SEVERABILITY
<br />7.1 Whole Agreement. This Agreement embodies all of the agreements of the parties
<br />relating to its subject matter, and supersedes all prior understandings and agreements
<br />regarding such subject matter.
<br />7.2 Severability. In the event any one or more of the provisions contained in this
<br />Agreement shall be for any reason held to be invalid, illegal, or unenforceable in any
<br />respect, such invalidity, illegality, or unenforceability shall not affect any other
<br />provision(s) hereof, and this Agreement shall be revised so as to cure such invalid,
<br />illegal, or unenforceable provision(s) to carry out as near as possible the original intent
<br />of the Parties.
<br />7.3 Changed Circumstances. If future federal, State, or local statute, ordinance,
<br />regulation, rule, or action render this Agreement, in whole or in part, illegal, invalid,
<br />unenforceable, or impractical, the parties agree to delete and/or to modify such
<br />portions of the Agreement as are necessary to render it valid, enforceable, and/or
<br />practical. Each section, paragraph, or provision of this Agreement shall be considered
<br />severable, and if, for any reason, any section, paragraph, or provision herein is
<br />determined to be invalid under current or future law, regulation, or rule, such invalidity
<br />shall not impair the operation of or otherwise affect the valid portions of this instrument.
<br />7.4 Assignment. Without the prior written consent of KTB, the SUBRECIPIENT may not
<br />transfer or assign any rights or duties under or any interest in this Agreement.
<br />7.5 Amendments. Amendments to this Agreement must be agreed to in writing signed by
<br />each Party.
<br />ARTICLE 8. MISCELLANEOUS PROVISIONS
<br />8.1 Liability. The Parties agree that neither party is an agent, servant, employee of the
<br />other party and each party agrees it is responsible for its individual acts and deeds, as
<br />well as the acts and deeds of its contractors, employees, representatives, and agents.
<br />Memorandum of Understanding Page 2
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