2006/08/30 Council Agenda Packet

DOL DAPS Master C ntra o. 8147 DAPS Contract No. U/ ' Contractor Contract No. Washington State law, each party shall maintain all information, which the other party specifies in writing as Confidential Information. Each party shall have an appropriate Agreement with its employees and subcontractors to this effect. SAFEGUARDING OF CONFIDENTIAL INFORMATION Each Party shall not use or disclose Confidential Information in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Each Party agrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Confidential Information. Each party shall protect Confidential Information collected, used, or acquired in connection with this Agreement, against unauthorized use, disclosure, modification or loss. Each party shall ensure their directors, officers; employees, subcontractors or agents use it solely for the purposes of accomplishing the services set forth in this Agreement. Each party and their Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make it known to unauthorized persons without the express written consent of the other party or as otherwise authorized by law. Each party agrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure. "USER" shall make the Personal Information available to amend as directed by DOL and incorporate any amendments into all the copies maintained by"USER" or their Subcontractors. USER shall notify the DOL in writing within 5 working days of becoming aware of any unauthorized access, use or disclosure. Any breach of this clause may result in termination of the Agreement, suspension of on-line access accounts and the demand for return of all confidential information. HOLD HARMLESS Each party to this Agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents No party to this Agreement shall be responsible for the acts and/or omissions of entities or individuals not a party to this Agreement for any damages related to this Agreement. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of 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. AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual Agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. TERMINATION Either party may terminate this Agreement upon 30 days' prior written notification to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. REMEDY OF TERMINATION In addition to all other remedies that may be available to DOL. Termination of this Agreement or release of DOL from the obligations of the Agreement shall not be deemed to be an exclusive remedy. Termination of Agreement shall release DOL from all obligations whatsoever under this Agreement but shall not bar DOL from pursuing any remedies which it would otherwise have against USER. DISPUTES In the event that a dispute arises under this Agreement, a Dispute Board shall determine it in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. GOVERNANCE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. C , File Name: 8147-DAP-DOL Interagency DSA.doc Page 3 of/9 Printed: 7/14/2006