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6 <br />EXHIBIT B: GENERAL TERMS AND CONDITIONS <br />1. ALL WRITINGS CONTAINED HEREIN <br />This Agreement contains all the terms and conditions agreed upon by the parties. No other <br />understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to <br />exist or to bind any of the parties hereto. <br />2. AMENDMENTS <br />This Agreement may be amended by mutual agreement of the parties. Such amendment shall not be <br />binding unless it is in writing and signed by personnel authorized to bind each of the parties. <br />3. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the <br />“ADA” 29 CFR Part 35. <br />Recipient must comply with the ADA, which provides comprehensive civil rights protection to <br />individuals with disabilities in the areas of employment, public accommodations, state and local <br />government services, and telecommunications. <br />4. ASSIGNMENT <br />Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned <br />by Recipient without prior written consent of OPD. <br />5. ATTORNEY’S FEES <br />Unless expressly permitted under another provision of the Agreement, in the event of litigation or <br />other action brought to enforce Agreement terms, each party agrees to bear its own attorney fees and <br />costs. <br />6. CONFORMANCE <br />If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is <br />considered modified to conform to that statute or rule of law. <br />7. ETHICS/CONFLICTS OF INTEREST <br />In performing under this Agreement, Recipient shall assure compliance with the Ethics in Public <br />Service, Chapter 42.52 RCW and any other applicable court rule or state or federal law related to <br />ethics or conflicts of interest. <br />8. GOVERNING LAW AND VENUE <br />This Agreement shall be construed and interpreted in accordance with the laws of the state of <br />Washington, and the venue of any action brought hereunder shall be in the Superior Court for <br />Thurston County. <br />9. INDEMNIFICATION <br />To the fullest extent permitted by law, Recipient shall indemnify, defend, and hold harmless the state <br />of Washington, OPD, all other agencies of the state and all officers, agents and employees of the state, <br />from and against all claims or damages for injuries to persons or property or death arising out of or <br />incident to the performance or failure to perform the Agreement. <br />10. LAWS <br />Recipient shall comply with all applicable laws, ordinances, codes, regulations, court rules, policies of <br />local and state and federal governments, as now or hereafter amended. <br />11. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS <br />During the performance of this Agreement, Recipient shall comply with all federal, state, and local <br />nondiscrimination laws, regulations and policies. In the event of Recipient’s non-compliance or refusal <br />to comply with any nondiscrimination law, regulation or policy, this Agreement may be rescinded, <br />canceled or terminated in whole or in part. <br />12. RECAPTURE <br />In the event that Recipient fails to perform this Agreement in accordance with state laws, federal laws, <br />and/or the provisions of the Agreement, OPD reserves the right to recapture funds in an amount to <br />compensate OPD for the noncompliance in addition to any other remedies available at law or in <br />equity.