2019/08/21 Council Agenda Packet

5 C. Rights of Remedies of the RCO. 1. The rights and remedies of RCO provided in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. 2. In the event this Agreement is terminated by the director, after any portion of the grant amount has been paid to the Sponsor under this Agreement,the director may require that any amount paid be repaid to RCO for redeposit into the account from which the funds were derived. However,any repayment shall be limited to the extent it would be inequitable and represent a manifest injustice in circumstances where the project will fulfill its fundamental purpose for substantially the entire period of performance and of long-term obligation. D. Non Availability of Funds.The obligation of the RCO to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment If amounts sufficient to fund the grant made under this Agreement are not appropriated to RCO for expenditure for this Agreement in any biennial fiscal period, RCO shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary action by the Legislature or the Office of Financial Management occurs. If RCO participation is suspended under this section for a continuous period of one year, RCO's obligation to provide any future funding under this Agreement shall terminate. Termination of the Agreement under this section is not subject to appeal by the Sponsor. 1. Suspension:The obligation of the RCO to manage contract terms and make payments is contingent upon the state appropriating state and federal funding each biennium. In the event the state is unable to appropriate such funds by the first day of each new biennium RCO reserves the right to suspend the Agreement,with ten(10)days written notice, until such time funds are appropriated. Suspension.will mean all work related to the contract must cease until such time funds are obligated to RCO and the RCO provides notice to continue work. DISPUTE HEARING Except as may otherwise be provided in this Agreement,when a dispute arises between the Sponsor and the RCO, which cannot be resolved,either party may request a dispute hearing according to the process set out in this section. Either party's request for a dispute hearing must be in writing and clearly state: A. The disputed issues; B. The relative positions of the parties; C. The Sponsor's name,address,project title, and the assigned project number. In order for this section to apply to the resolution of any specific dispute or disputes,the other party must agree in writing that the procedure under this section shall be used to resolve those specific issues.The dispute shall be heard by a panel of three persons consisting of one person chosen by the Sponsor,one person chosen by the director,and a third person chosen by the two persons initially appointed. If a third person cannot be agreed on,the persons chosen by the Sponsor and director shall be dismissed and analternate person chosen by the Sponsor,and one by the director shall be appointed and they shall agree on a third person. This process shall be repeated until a three person panel is established. Any hearing under this section shall be informal,with the specific processes to be determined by the disputes panel according to the nature and complexity of the issues involved.The process may be solely based on written material if the parties so agree.The disputes panel shall be governed by the provisions of this Agreement in deciding the disputes. The parties shall be bound by the decision of the disputes panel, unless the remedy directed by that panel shall be without the authority of either or both parties to perform,as necessary,or is otherwise unlawful. Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party.The request shall be delivered or mailed within thirty(30)days of the date the requesting party has received notice of the action or position of the other party which it wishes to dispute.The written agreement to use the process under this section for resolution of those issues shall be delivered or mailed by the receiving party to the requesting party within thirty(30)days of receipt by the receiving party of the request All costs associated with the implementation of this process shall be shared equally by the parties. ATTORNEYS'FEES In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs. 29 RCO: 18-2022 Revision Date: 1/1/2019 Page 18 of 19