2005/06/15 Council Agenda Packet

12. RECORDS, DOCUMENTS, AND REPORTS 7 The Contractor shall maintain books, records, documents, and other evidence and accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. These records shall be subject at all reasonable times to inspection, review, or audit by Department personnel and other personnel duly authorized by the Department or the Office of the State Auditor. The Contractor will retain all books, records, documents, and other material relevant to this contract for six (6) years after the date of grant closure or contract final expiration date, whichever applies to this document. The Office of the State Auditor, or any persons duly authorized by the Department shall have full access to and the right to examine any of said materials during said period. 13. WAIVER OF DEFAULT Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of the contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the contract unless stated to be such in writing, signed by the Director and attached to the original contract. 14. SUBCONTRACTS All subcontracts entered into pursuant to this contract shall incorporate this contract in full by reference. 15. LEGAL RELATIONS Each party to this contract shall be responsible for injury to persons or damage to property resulting from negligence on the part of itself, its employees, agents, officers, or subcontractors. Neither party assumes any responsibility to the other party for the consequences of any act or omission of any third party. 16. COMPLIANCE WITH APPLICABLE LAW The Contractor and all subcontractors shall comply with, and the Department is not responsible for determining compliance with, any and all applicable federal, state, and local laws, regulations, and/or policies. This obligation includes, but is not limited to, nondiscrimination laws and/or policies; the Americans with Disabilities Act (ADA); Ethics in Public Service (RCW 42.52); Covenant Against Contingent Fees (48 C.F.R. Sec. 52.203-5); Public Disclosure (RCW 42.17); safety and health regulations. In the event of the Contractor's or a subcontractor's noncompliance or refusal to comply with any law or policy, the Department may rescind, cancel, or terminate the contract in whole or in part. The Contractor is responsible for any and all costs or liability arising from the Contractor's failure to so comply with applicable law. 17. DISPUTES The parties shall make every effort to resolve disputes arising out of or relating to this contract through discussion and negotiation. Should discussion and negotiation fail to resolve a dispute arising under this contract, the parties shall select a dispute resolution team to resolve the dispute. The team shall consist of a representative appointed by each party and a third representative mutually agreed upon by both parties. The team shall attempt, by majority vote, to resolve the dispute. Both parties agree that this disputes process shall precede any action in a judicial or quasi-judicial tribunal. 18. NONASSIGNABILITY Neither this contract, nor any claim arising under this contract, shall be transferred or assigned by the Contractor. 19. DISCLOSURE The use or disclosure by any party of any information concerning the Department for any purpose not directly connected with the administration of the Department's or the Contractor's responsibilities with respect to services provided under this contract is prohibited except by prior written consent of the Department. EMPG FFY 2005- Page 7 of 18 City of Everett EM 6 C E05-233