2004/02/25 Council Agenda Packet

11 Exhibit A OSOS No. G-2639 between the OSOS/WSL and the Sub-Grantee and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Secretary of State. 1. The request for a dispute hearing must: • be in writing; • state the disputed issue(s); • state the relative positions of the parties; • state the Sub-Grantee's name, address, and grant agreement number; and • be mailed to the Secretary of State and the other party's (respondent's) Project Manager within 3 working days after the parties agree that they cannot resolve the dispute. 2. 'The respondent shall send a written answer to the requester's statement to both the agent and the requester within 15 working days. 3. The Secretary of State shall review the written statements and reply in writing to both parties within 10 working days. The Secretary of State may extend this period if necessary by notifying the parties. 4. The parties agree that this dispute process shall precede any action in a judicial or quasi- judicial tribunal. Nothing in this (rant Agreement shall ha rrnctriiarl to limit the partic' rhnirc of a m"iti'ally acceptable Alternate Dispute Resolution method in addition to the dispute resolution procedure outlined above. INDEMNIFICATION To the fullest extent permitted by law, the Sub-Grantee shall indemnify, defend, and hold harmless the OSOS/WSL and all officials, agents and employees of the OSOS/WSL, from and against all claims for injuries or death arising out of or resulting from the performance of the Grant Agreement. The Sub-Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Sub-Grantee's agents, employees, representatives, or any subcontractor or its employees. The Sub-Grantee expressly agrees to indemnify, defend, and hold harmless the OSOS/WSL for any claim arising out of or incident to Sub-Grantee's or any subcontractor's performance or failure to perform the Grant Agreement. The Sub-Grantee's obligation to indemnify, defend, and hold harmless the OSOS/WSL shall not be eliminated or reduced by any actual or alleged concurrent negligence of the OSOS/WSL or its officials, agents, or employees. The Sub-Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the OSOS/WSL and its officials, agents or employees. JURISDICTION This Grant Agreement shall be construed and interpreted in accordance with the laws of the state of Washington and any applicable federal laws. The provisions of this Grant Agreement shall be construed and interpreted in accordance with those laws, the venue of any action brought hereunder shall be in the Superior Court for Thurston County. NONDISCRIMINATION Each party shall comply with all federal and state nondiscrimination laws, regulations and policies. No individual shall be excluded from participation in, denied the benefits of, subject to 1 Page 3 of 9