2011/01/19 Council Agenda Packet

• 2 variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and that any oral understanding or agreements not incorporated herein, unless made in writing and signed by the parties hereto, shall not be binding. 19. SEVERABILITY In the event any term or condition of this contract, any provision of any document incorporated by reference, or application of this contract 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. 20. ADVANCE PAYMENTS PROHIBITED The County shall make no payments in advance or in anticipation of goods or services to be provided under this contract. Contractor shall not invoice the County in advance of delivery of such goods or services. 21. TAXES, FEES AND LICENSES Unless otherwise provided in this contract, the Contractor shall pay for and maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and expenses of any other kind for the Contractor or its staff required by statute or regulation that are necessary for contract performance. 22. TRAVEL AND SUBSISTENCE REIMBURSEMENT Unless the contract specifically provides for different rates, any travel or subsistence reimbursement allowed under the contract shall be paid in accordance with rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or amended. The Contractor may be required to provide to the County copies of receipts for any travel related expenses other than meals and mileage (example: parking lots that do not provide receipts)that are authorized under this contract. 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 Snohomish County,Washington. 24. LEGAL RELATIONS Each party to this contract shall be responsible for injury to persons or damage to property resulting from negligence on the part of itself, its employees, agents, officers, or subcontractors. Neither party assumes any responsibility to the other party for the consequences of any act or omission of any third party. 25. WAIVER OF DEFAULT Waiver of any default or breach shall not be deemed to be a waiver of any other or subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this contract unless stated to be such in writing signed by the County and attached to the original contract. 26. DISPUTES The parties shall make every effort to resolve disputes arising out of or relating to this contract through discussion and negotiation. Should discussion and negotiation fail to resolve a dispute arising under this contract, the parties shall select a dispute resolution team to resolve the dispute. The team shall consist of a representative appointed by each party and a third representative mutually agreed upon by both parties. The team shall attempt, by majority vote, to resolve the dispute. Both parties agree that this disputes process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this section shall preclude the parties from mutually agreeing to a different dispute resolution method in lieu of the procedure outlined above. 27. ATTORNEY'S FEES In the event of litigation or other action brought to enforce contract terms, or alternative dispute resolution process, each party agrees to bear its own attorney's fees and costs. This provision shall not apply to proceeding initiated by the County to recapture funds under Section 5. E11-093 SHSP-2010 Page 11 c 1as City of Everett