WA ST Dept of Natural Resources (DNR) 9/20/2016

• DNR and the City. Data shall include, but not be limited to, reports, documents,pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films,tapes, and/or sound reproductions. Ownership includes the right to use, copyright,patent, register and the ability to transfer these rights. 7.01 Independent Capacity. The employees or agents of each party who are engaged in performing this agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 8.01 Amendments. This Agreement may be amended by mutual agreement of the parties. Amendments shall be in writing and signed by personnel authorized to bind each of the parties. 9.01 Termination for Convenience. Either party may terminate this Agreement by giving the other party 30 days prior written notice. If this Agreement is terminated,no further crew time shall be allocated to the City during the current project year. 10.01 Termination for Cause. If for any cause either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of the terms and conditions,the aggrieved party will give the other party written notice of the failure or violation. The aggrieved party will give the other party 5 working days to correct the violation or failure. If the failure or violation is not corrected within 5 days,the aggrieved party may immediately terminate this Agreement by notifying the other party in writing. 11.01 Disputes. If a dispute arises, a dispute board shall resolve the dispute like this: Each party to this agreement shall appoint a member to the dispute board. These board members shall jointly appoint an additional member to the dispute board. The dispute board shall evaluate the facts, contract terms, applicable statutes and rules,then determine a resolution. The dispute board's determination shall be final and binding on the parties. As an alternative to the dispute board, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330. In this case,the Governor's process will control the dispute resolution. 12.01 Governance. This contract is entered into 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 laws. 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 State and federal statutes and rules; (2) Attachment A—Statement of Work; and (3) Any other provisions of the agreement, including materials incorporated by reference. 13.01 Assignment. The work to be provided under this Agreement and any claim arising from this agreement can not be assigned or delegated in whole or in part by either party,without the 2 of 9 Agreement No.CA 93-094458_Everett