WA Dept of Natural Resources 9/21/2022

13.0 Governance. This contract is entered into by the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this agreement shall be construed to conform to those Iaws. If there is an inconsistency in the terms of this Agreement,or between its terms and any applicable statute or rule,the inconsistency shall be resolved by giving precedence in the following order: (1) Applicable federal statutes and rules; (2) State of Washington statutes and regulations (3) Scope of Work;and (4) Any other provisions of the agreement,including materials incorporated by reference. 14.0 Assignment. The work to be provided under this Agreement and any claim arising from this Agreement cannot be assigned or delegated in whole or in part by either Party,without the express prior written consent of the other Party. Neither Party shall unreasonably withhold consent. 15.0 Waiver. A Party that fails to exercise its rights under this agreement is not precluded from subsequently exercising its rights. A Party's rights may only be waived through a written amendment to this agreement. 16.0 Harassment. Per RCW 43.01.135,Sexual harassment in the workplace,Agency Contractors hereby have access to DNR Policy P001-007 Harassment Prevention: https://www.dnr.wa.gov/publications/em PO01-007 harassment Orevention.pdf 17.0 Covid-19 Vaccination Requirement. Pursuant to Proclamation 21-14.2 COVID-19 Vaccination Requirement, as now or hereafter amended by the Governor ("Proclamation"), contractors who have goods,services,or public works contracts with a Washington state agency, including the Department of Natural Resources(DNR),must ensure that their personnel(including subcontractors) who perform contract activities on-site comply with the COVID-19 vaccination requirements of the Proclamation,unless exempted as prescribed by the Proclamation.Compliance with the Proclamation is mandatory. Contractor shall comply with the Proclamation. 18.0 Severability. The provisions of this agreement are severable. If any provision of this Agreement or any provision of any document incorporated by reference should be held invalid, the other provisions of this Agreement without the invalid provision remain valid. 19.0 Responsibilities of the Parties/Indemnification. To the fullest extent permitted by law, Everett Police Department shall indemnify,defend (with counsel acceptable to DNR),and hold harmless DNR,its officials, agents,and employees, from and against all claims arising out of or resulting from the performance of the Agreement."Claim"as used in this Agreement means any financial loss, claim, suit,action,damage,or expense, including but not limited to attorneys' fees, attributable for bodily injury,sickness,disease or death,or injury to or destruction of tangible property including loss of use resulting therefrom. Everett Police Department's DNR AGR=_EME'r1193.103727 PAGE 4 of t3 COOPERATOR AGREEMENT Form update date 22 G!27