WA ST Dept of Licensing Transportation Benefit District Disclosure

Revised 07-25-2014 Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third (3`d) parties, except as required by law. 6. ASSURANCES DOL and the Contractor agree all activity pursuant to this Contract will be in accordance with all applicable current or future federal, state and local laws, rules, and regulations. 7. PUBLIC RECORDS REQUESTS For any public records request received by the TBD for confidential information, the TBD will coordinate with DOL in an effort to mutually agree upon the information to be disseminated. If the TBD and DOL disagree, the TBD will provide DOL at least ten (10) days in order to allow DOL to seek judicial review as provided under the Public Records Act. 8. INDEMNITY Except as specifically provided in this section, the parties have not agreed to indemnify or hold harmless each other. a. Each party agrees to hold harmless and indemnify the other from any claim, loss or liability arising from or out of the employment or contractual relationship of each parties' employees and subcontractors. b. DOL agrees to bear all costs associated with the resolution of fee payer disputes regarding statutory exemption from license fees and agrees to hold harmless and indemnify the TBD from such costs. c. TBD agrees to bear all costs associated with the resolution of fee payer disputes relating to the formation of the TBD, the levying of any charge or fee on matters relating to the residence of the fee payer or other disputes relating to the location of the vehicle or fee payer, and agrees to hold harmless and indemnify the DOL from such costs. d. The term "cost"as used herein refers to any and all administrative costs, court costs and reasonable attorneys'fees associated with resolution of any claim, loss or liability. 9. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Contract shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 10. CONTRACT ALTERATIONS AND AMENDMENTS This Contract may be amended by mutual consent of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 11. MEMORANDUM OF UNDERSTANDING (MOU) Any communications that either Contract Manager determines to address more than day-to-day concerns, but do not modify the terms of this Contract, shall be documented by a written, numbered and dated MOU. 12. TERMINATION BY LEGISLATIVE ACTION This Contract is terminated upon formal action of the State Legislature by enacting statutory prohibition. If this Contract is terminated, DOL is entitled to payments required under the terms of this Contract for services rendered prior to termination. 13. REMEDIES DISPUTE RESOLUTION The relationship of the parties is in part defined by statute. In recognition of the parties' relationship and the lack of alternatives for the collection of fees, the parties have established these provisions regarding their respective rights and remedies. 13.1 Dispute Resolution The parties shall attempt to resolve any dispute between the parties regarding the interpretation or performance under this agreement at a staff level. If a party believes the other to be in breach of the Contract, it shall provide written notice of breach to the party via postage paid in the U.S. mail using addresses as provided on page one(1)of this Contract. The alleged party in breach shall have ten (10) business days to either cure the breach or refer any dispute to arbitration by the Dispute Board. The Dispute Board shall attempt to resolve the dispute in the following manner prior to seeking judicial review. Due to the critical nature of the parties statutory obligations, disputes regarding public records shall not be subject to this procedure, except as provided in Section 7 Public Records Request. Additional procedures are provided for alleged breach of confidentiality. a. Each party to this Contract shall appoint one member to the Dispute Board. b. The members so appointed shall jointly appoint an additional member to the Dispute Board. c. The Dispute Board shall review the facts, Contract terms, applicable statutes and rules and make a determination. 14. GOVERNANCE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought under this Contract shall be in the Superior Court for Thurston County. File Name:K5155 Attachment A,General Terms And Conditions Page 3 of 7