2007/11/14 Council Agenda Packet

7 2007 STOP Violence Against Women Formula Grant Intergovernmental Agreement Each party shall protect and hold harmless the other party from and against all claims, suits or actions arising from any negligent act or omission of that party's employees, agents and/or authorized subcontractor(s) while performing under the terms of this Agreement. 16. SUBCONTRACTING The Contractor shall not subcontract any of the contracted services without the prior approval of the Department. The Contractor is responsible to ensure that all terms, conditions, assurances, and certifications set forth in this Agreement are included in any and all subcontracts. Any failure of the Contractor or its subcontractors to perform the obligations of this Agreement shall not discharge the Contractor from its obligations hereunder. 17. ASSIGNMENT Neither this Agreement nor any claim arising under this Agreement shall be transferred or assigned by the Contractor without prior written approval from the Department. 18. DISPUTES Consistent with RCW 43.17.320-340, the parties shall make every effort to resolve disputes arising out of, or relating to, this Agreement through discussion and negotiation. In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board 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 evaluate the facts, Agreement terms, applicable statutes and rules, and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on both parties. 19. TERMINATION FOR CONVENIENCE The Department may,without cause, at any time during the Agreement period,terminate this Agreement by giving 30 days notice of its intention to terminate. If the party giving the termination notice does not withdraw the notice in writing,this Agreement shall terminate upon expiration of the 30-day period. 20. TERMINATION FOR CAUSE If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations under this Agreement or if the Contractor shall violate any of its covenants, agreements, or stipulations, the Department shall thereupon have the right to terminate this Agreement and withhold the balance of funds if such default or violation is not corrected within twenty(20)days after the Department submits written notice to the Contractor describing such default or violation. 3 Page 8 of 18