WA ST Dept of Ecology 9/28/2017 - Laserfiche WebLink

Page 2 of 7 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. ASSIGNMENT The work to be provided under this Agreement,and any claim arising thereunder, is not assignable or delegable by either party in whole or in part,without the express prior written consent of the other party,which consent shall not be unreasonably withheld. ASSURANCES Parties to this Agreement agree that all activity pursuant to this contract will be in accordance with all the applicable current federal, state and local laws, rules, and regulations. CONFORMANCE If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. DISPUTES 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 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 Governors process will control. FUNDING AVAILABILITY The obligation of the SPONSOR to provide reimbursements is contingent upon appropriation of funds by the SPONSOR's governing body for the specific purpose of funding the project,which is the subject of this Agreement. Upon the failure of such appropriation,the SPONSOR may terminate this Agreement. ECOLOGY's ability to provide cost-share is contingent on availability of funding. In the event funding from state, federal, or other sources is withdrawn, reduced,or limited in any way after the effective date and prior to completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate the agreement, in whole or part, for convenience or to renegotiate the agreement subject to new funding limitations and conditions. ECOLOGY may also elect to suspend performance of the agreement until ECOLOGY determines the funding insufficiency is resolved. ECOLOGY may exercise any of these options with no notification restrictions. GOVERNING LAW AND VENUE This 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. This Agreement 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, This 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. 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. ORDER OF PRECEDENCE 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 federal and state of Washington statutes, regulations, and rules. 2. Mutually agreed written amendments to this Agreement 3. This Agreement 4. Statement of Work and Budget. 5. Any other provisions of this Agreement, including materials incorporated by reference.