2006/08/30 Council Agenda Packet

DOL DAPS Master Contract No. 8147 9 DAPS Contract No. glll54/ • Contractor Contract No. ORDER OF PRECEDENCE Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable state and federal statutes and rules; 2. Terms and conditions set forth in this Agreement; 3. Statement of work; and any attachments 4. Any other provisions of the Agreement, including materials incorporated by reference. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. RIGHTS OF INSPECTION DOL retains the right to keep copies of the information released under this Agreement in its files for its own purposes or to furnish to others. DOL may review USER's activities under this Agreement to ensure compliance with the limitations imposed on the use of the information provided by DOL. DOL may immediately terminate this Agreement and shall suspend or revoke for up to five years USER's privileges to obtain vehicle or driver record information from DOL, if USER is found to be in violation of any portion of this Agreement, according to PROHIBITED USE OF DATA, CONFIDENTIALITY, or SAFEGUARDING OF CONFIDENTIAL INFORMATION sections herein or applicable state and federal statutes and rules. SUBCONTRACTING With prior written consent, either party may enter into subcontracts for any of the work or services contemplated under this Agreement. Consent shall not be unreasonably withheld. This clause does not include contracts of employment between a party and personnel assigned to work under this Agreement. Each party is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Agreement are carried forward to any subcontracts. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. LIMITATION ON THE STATE'S LIABILITY AND RESPONSIBILITY DOL shall not be liable for delays in furnishing information under this Agreement nor shall DOL be liable for any errors that occur in compilation of the information, including the insertion of false names into the information for the purpose of permitting DOL to determine if USER has abided by the terms of this Agreement. The State of Washington, DOL, the Director of DOL or any DOL employee shall not be liable for any claim of any nature against USER by any party. Claims arising from but not limited to: • Any failure in the service furnished by DOL under this Agreement; or • For any failure of DOL's equipment or software which fails to perform for any reason or for any other loss or consequential damage which is a result of acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of fire, • Failure of communications or computer equipment, facilities or software, power failures, nuclear accidents or other disasters. • All costs, equipment and digital certificate and SecureAccess requirements related to access to the Internet would be the responsibility of the USER's agency. File Name: 8147-DAP-DOL Interagency DSA.doc Page 4 oftq Printed: 7/14/2006