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Agreement No. IAA26051 <br /> <br />5. ATTORNEY’S FEES <br />Unless expressly permitted under another provision of the Agreement, in the event of litigation or other <br />action brought to enforce Agreement terms, each party agrees to bear its own attorney fees and 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. CORRECTIONS <br />If there are non-substantive typographical, grammar, scrivener’s or drafting errors (such as erroneous <br />numerical figures, incorrect dates, misspelled words, errant commas, etc.), OPD reserves the right to correct <br />said errors at any time, without prior notice. <br />8. COUNTERPARTS <br />This Agreement may be executed in any number of counterparts, each of which shall be deemed an original <br />and all of which counterparts together shall constitute the same instrument which may be sufficiently <br />evidenced by one counterpart. Execution of this Agreement at different times and places by the Parties shall <br />not affect the validity thereof so long as all the Parties hereto execute a counterpart of this Agreement. <br />9. ELECTRONIC SIGNATURES <br />An electronic signature or electronic record of this Agreement or any other ancillary agreement shall be <br />deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other <br />ancillary agreement for all purposes. <br />10. ETHICS/CONFLICTS OF INTEREST <br />In performing under this Agreement, the Recipient shall assure compliance with the Ethics in Public Service, <br />Chapter 42.52 RCW and any other applicable court rule or state or federal law related to ethics or conflicts of <br />interest. <br />11. FORCE MAJEURE <br />Neither Agency nor OPD shall be liable or responsible for delays or failures in performance resulting from <br />events beyond the reasonable control of such party and without fault or negligence of such party. Such events <br />shall include but not be limited to strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of <br />government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, <br />or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the <br />other party or third parties (except Subcontractors). In the event a Force Majeure occurs after the effective <br />date and prior to completion or expiration date of this Agreement, OPD, at its sole discretion, may elect to <br />suspend performance of the Agreement until OPD determines the Force Majeure event resolved. OPD may <br />exercise this option with no notification restrictions. <br />12. GOVERNING LAW AND VENUE <br />This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington, <br />and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. <br />13. INDEMNIFICATION <br />To the fullest extent permitted by law, the Recipient shall indemnify, defend, and hold harmless the state of <br />Washington, OPD, all other agencies of the state and all officers, agents and employees of the state, from and <br />4 of 6