2012/09/05 Council Agenda Packet

17 can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Grant Agreement are declared severable. 19. ADVANCE PAYMENTS PROHIBITED The Department shall make no payments in advance or in anticipation of goods or services to be provided under this Grant Agreement. Sub-grantee shall not invoice the Department in advance of delivery of such goods or services. • 20. TAXES, FEES AND LICENSES • Unless otherwise provided in this Grant Agreement, the Sub-granteeshall pay for and maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and expenses of any other kind for the Sub-grantee or its staff required by statute or regulation that are necessary for Grant performance. • 21. TRAVEL AND SUBSISTENCE REIMBURSEMENT Unless the Grant Agreement specifically provides for different rates; any travel .or subsistence reimbursement allowed under the Grant Agreementshall be paid in accordance with rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or amended. The Sub-grantee may be required to provide to the Department 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 Grant Agreement. 22. GOVERNING LAW AND VENUE This Grant Agreement 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 Grant Agreement shall be the Superior Court of Thurston County, Washington. 23. HOLD HARMLESS AND INDEMNIFICATION - Each party to this Grant Agreement shall be responsible for injury to persons or damage to property resulting from negligence on the part of itself, its employees, agents, officers, or subSub-grantees. Neither party assumes any responsibility to the other party for the consequences of any act or omission of any third party. 24. 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 Grant Agreement unless stated to be such in writing signed by The Adjutant General or the Authorized Signature for the Department and attached to the original Grant Agreement. 25. DISPUTES The parties shall make every effort to resolve disputes arising out of or relating to this Grant Agreement through discussion and negotiation. Should discussion and negotiation fail to resolve a dispute arising • under this Grant Agreement, 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. 26. ATTORNEY'S FEES • In the event of litigation or other action brought to enforce Grant Agreement terms, or alternative dispute resolution.process, each party agrees to bear its own attorney's fees and costs. 27. LOSS OR REDUCTION OF FUNDING- . In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant Agreement and prior to normal completion, the Department may reduce its scope of work and budget or unilaterally terminate all or part of the Grant Agreement as a "Termination for Cause", without providing the Sub-grantee an opportunity to cure. Alternatively, the parties may renegotiate the terms of.this Grant Agreement under "Grant Agreement Modifications" to • BZPP 2010 1 l e 11 of 19 Everett Police Department E12-215