Washington State Department of Commerce 12/22/2017

GENERAL TERMS AND CONDITIONS 15. DISALLOWED COSTS The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. 16. DISPUTES Except as otherwise provided in this Contract,when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of THE BOARD,who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Contractor's name, address, and Contract number; and • be mailed to the Director and the other party's(respondent's) Contract Representative within three (3)working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five(5)working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10)working days.The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 17. DUPLICATE PAYMENT The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 18. GOVERNING LAW AND VENUE This Contract 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. 19. INDEMNIFICATION To the fullest extent permitted by law,the Contractor shall indemnify, defend,and hold harmless the state of Washington,THE BOARD,agencies of the state and all officials,agents and employees of the state,for,from and against all claims for injuries or death arising out of or resulting from the performance of the contract. "Claim" as used in this contract, means any financial loss, claim,suit, action, damage,or expense, including but not limited to attorney's fees,attributable for bodily injury, CERB Planning Contract Page 114