2006/01/18 Council Agenda Packet

2 CONTRACT NO.C06-63200- 71 SECTION 17 -TRAVEL AND SUBSISTENCE REIMBURSEMENT Travel and subsistence reimbursement shall be made in accordance with the guidelines followed by the GRANTEE in the course of normal operations. In the absence of local provisions, per diem rates and travel allowances shall be paid in accordance with rates set for state employees pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or hereafter amended. SECTION 18 - SPECIAL PROVISION The DEPARTMENT's failure to insist upon the strict performance of any provision of this CONTRACT or to exercise any right based upon a breach thereof or the acceptance of any performance during such breach shall not constitute a waiver of any right under this CONTRACT. SECTION 19 - HOLD HARMLESS The GRANTEE agrees to defend,hold harmless,and indemnify the State of Washington and the DEPARTMENT,their officers, agents, employees,and assigns against any and all damages of claims from damages resulting or allegedly resulting from the GRANTEE's performance of activities under the terms of this CONTRACT. SECTION 20 - DISPUTE RESOLUTION Except as otherwise provided in this CONTRACT,when a bona fide dispute arises between the parties and it cannot be resolved through discussion and negotiation, either party may request a dispute hearing. The parties shall select a dispute resolution team to resolve the dispute. The team shall consist of a representative appointed by the DEPARTMENT, a representative appointed by the GRANTEE, and a third party mutually agreed upon by both parties. The team shall attempt,by majority vote,to resolve the dispute. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. SECTION 21 - GOVERNING LAW AND VENUE The CONTRACT shall be construed and enforced in accordance with, and the laws of the State of Washington hereof shall govern the validity and performance. Venue of any suit between the parties arising out of this CONTRACT shall be the Superior Court of Thurston County, Washington. SECTION 22 -APPLICABLE LAWS AND REGULATIONS The GRANTEE shall comply with all existing applicable laws, ordinances, codes,regulations and policies of local, state, and federal governments,as now or hereafter amended. SECTION 23 - SEVERABILITY In the event any term or condition of this CON 1RACT 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. Page 6 of 10 252