WA ST Dept of Enterprise Services 3/5/2020

Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. The Client Agency representative shall be responsible for working with Energy Program, approving billings and expenses submitted by Energy Program, and accepting any reports from Energy Program or ESCO. The Energy Program representative shall be the contact person for all communications regarding the conduct of work under this Agreement. 6. RECORDS. A. AGREEMENT AVAILABILITY. Prior to its entry into force,this Agreement shall be posted on the parties' websites or other electronically retrievable public source as required by RCW 39.34.040. B. RECORDS RETENTION. Each party shall maintain records and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance and payment of the services. These records shall be subject to inspection, review, or audit by personnel of both parties,other personnel duly authorized by either party,the Office of the State Auditor,and officials authorized by law. Such records shall be retained for a period of six(6)years following expiration or termination of this Agreement or final payment for any service placed against this Agreement,whichever is later;Provided,however,that if any litigation,claim,or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation,claims, or audits have been resolved. C. OWNERSHIP. Records and other information, in any medium, furnished by one party to this Agreement to the other party,will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third party without first providing notice to the other party and allowing ten (10) business days in which to file, at its sole expense,a motion seeking a protective order,or other legal action. Each party will utilize reasonable security procedures and protections to assure that records and information provided by the other party are not erroneously disclosed to third parties. D. PUBLIC RECORDS. This Agreement and all related records are subject to public disclosure as required by RCW 42.56,the Public Records Act(PRA). Neither party shall release any record that would,in the judgment of the party, be subject to an exemption from disclosure under the PRA, without first providing notice to the other party and allowing ten (10) business days in which to file,at its sole expense, a motion seeking a protective order,or other legal action. 7. RESPONSIBILITY OF THE PARTIES. Each party to this Agreement assumes responsibility for claims and/or damages to persons and/or property resulting from any act or omission on the part of itself, its employees, or its agents. Neither party assumes any responsibility to the other party for any third party claims. 8. DISPUTE RESOLUTION. The parties shall use their best, good faith efforts cooperatively and collaboratively to resolve any dispute that may arise in connection with this Agreement as efficiently as practicable, and at the lowest possible level with authority to resolve such dispute. The parties shall make a good faith effort to continue without delay to carry out their respective responsibilities under this Agreement while attempting to resolve any such dispute. If, however, a dispute persists regarding this Agreement and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party,each party,within five (5) business days shall produce its description of the dispute in writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot INTERAGENCY AGREEMENT No.K6348 Page 5 (9-10-2018)