2005/06/15 Council Agenda Packet

20. ATTORNEY'S FEES 7 In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney's fees and costs. 21. TAXES All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 22. LIMITATION OF AUTHORITY -- "Authorized Signature" Only the assigned Authorized Signature for the Department or the assigned delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this contract. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this contract is not effective or binding unless made in writing and signed by the authorized person. 23. GOVERNING LAW AND VENUE This contract shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the state of Washington. Venue of any suit between the parties arising out of this contract shall be the Superior Court of Thurston County, Washington. 24. CERTIFICATION REGARDING DEBARMENT SUSPENSION OR INELIGIBILITY If federal funds are the basis for this contract, the Contractor certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this contract by any federal department or agency. If requested by Washington Military Department, the Contractor shall complete and sign a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form. Any such form completed by the Contractor for this Contract shall be incorporated into this Contract by reference. Further, the Contractor agrees not to enter into any arrangements or contracts related to this grant with any party that is on the "General Service Administration List of Parties Excluded from Federal Procurement or Non -procurement Programs". 25. SEVERABILITY In the event any term or condition of this contract or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications of this contract, which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this contract are declared severable. Approved 11/25/03 EMPG FFY 2005 Page 8 of 18 City of Everett EM E05-233