Municipal Research Services Center MRSC 5/9/2016

8. Compensation of Businesses. The Public Agency shall be responsible for payments to any business that it selects as a result of its use of MRSC Rosters. The Public Agency shall make all such payments directly to the businesses selected by the Public Agency. 9. Annual Membership Fee. The Public Agency will pay MRSC an annual membership fee based on the five-year average of the Public Agency's total capital expenditures. Payment of the annual membership fee is due within thirty(30)days of the Contract effective date. Based on the following Membership Fee Scale,the Public Agency will pay an annual membership fee of$ 600 Total Capital Expenditures Annual Membership Fee Less than 5 million $120 5 to 10 million $240 10 to 15 million $360 15 to 25 million $480 25 to 50 million $600 More than 50 million $900 10. Relationship of Parties. MRSC will perform the services under this Contract as an independent contractor and not as an agent, employee, or servant of the Public Agency. Nothing in this Contract shall be construed to render the parties partners or joint venturers. 11. Limitation of MRSC Liability. MRSC shall not be,directly or impliedly,a party to any contract with small works, consulting, or vendor businesses which the Public Agency may enter into as a result of the Public Agency's use of the MRSC Rosters. MRSC does not accept responsibility or liability for the performance of any business used by the Public Agency as a result of its use of the MRSC Rosters. 12. Hold Harmless and Indemnification. Each party shall defend, indemnify, and hold the other party harmless from any and all claims, injuries, damages, losses, or suits, including attorney fees, to the extent arising from any negligent act or omission of that party's officers, employees, volunteers, and agents in connection with the performance of this Contract. 13. Termination.This Contract may be terminated,with or without cause, by written notice of either party to the other.Termination shall be effective thirty(30)days after written notice.Termination of the contract by the Public Agency does not entitle the Public Agency to a refund of the membership fee prorated as to the time remaining in the contract term following termination. 14. Renewal.This Contract may be renewed annually by completing the online renewal process that includes confirming that the Public Agency will continue abiding by the terms outlined in this Contract and making payment within thirty(30)days from the effective date of either May 1 or December 1. 15. Non-assignment. MRSC shall contract with Upwards Technologies for the hosting of the Public Agency rosters in the online database. MRSC shall not otherwise subcontract or assign any of the rights, duties, or obligations imposed upon it by this Contract without the prior express written consent of the Public Agency. 16. Governing Law and Venue. This Contract shall be governed by the laws of the State of Washington. 18. Severability.Should any clause, phrase,sentence or paragraph of this Contract be declared invalid or void,the remaining provisions of this Contract shall remain in full force and effect. MRSC Rosters SC Public Agency Contract Page 2 of 3