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(c)Vendor Roster.The Public Agency will use the Vendor Roster to select businesses to award contracts <br />for the purchase of supplies,materials,and equipment not being purchased in connection with public <br />works contracts in accordance with RCW 39.04.190,and any ordinances and other laws applicable to the <br />Public Agency.The Public Agency shall be responsible for its own and the selected business'compliance <br />with all laws governing such purchases. <br />8.Compensation of Businesses.The Public Agency shall be responsible for payments to any business that it <br />selects as a result of its use of MRSC Rosters.The Public Agency shall make all such payments directly to the <br />businesses selected by the Public Agency. <br />9.Annual Membership Fee.The Public Agency will pay MRSC an annual membership fee based on the five-year <br />average of the Public Agency's total capital expenditures.Payment of the annual membership fee is due within <br />thirty (30)days of the Contract effective date. <br />Based on thefollowing Membership Fee Scale,the Public Agency will pay an annual membership fee of $360 .00 <br />Total Capital Expenditures Annual Membership Fee <br />Less than 5 million $120 <br />5 to 10 million $240 <br />10 to 15 million xx $360 <br />15 to 25 million $480 <br />25 to 50 million $600 <br />More than 50 million $900 <br />10.Relationship of Parties.MRSC will perform the services under this Contract as an independent contractor and <br />not as an agent,employee,or servant of the Public Agency.Nothing in this Contract shall be construed to render <br />the parties partners or joint venturers. <br />11.Limitation of MRSC Liability.MRSC shall not be,directly or impliedly,a party to any contract with small works, <br />consulting,or vendor businesses which the Public Agency may enter into as a result of the Public Agency's use of <br />the MRSC Rosters.MRSC does not accept responsibility or liability for the performance of any business used by the <br />Public Agency as a result of its use of the MRSC Rosters. <br />12.Hold Harmless and Indemnification.Each party shall defend,indemnify,and hold the other party harmless <br />from any and all claims,injuries,damages,losses,or suits,including attorney fees,to the extent arising from any <br />negligent act or omission of that party's officers,employees,volunteers,and agents in connection with the <br />performance of this Contract. <br />13.Termination.This Contract may be terminated,with or without cause,by written notice of either party to the <br />other.Termination shall be effective thirty (30)days after written notice.Termination of the contract by the Public <br />Agency does not entitle the Public Agency to a refund of the membership fee prorated as to the time remaining in <br />the contract term following termination. <br />14.Renewal.This Contract may be renewed annually by completing the online renewal process that includes <br />confirming that the Public Agency will continue abiding by the terms outlined in this Contract and making payment <br />within thirty (30)days from the effective date of either May 1 or December 1. <br />15.Non-assignment.MRSC shall contract with Upwards Technologies for the hosting of the Public Agency rosters <br />in the online database.MRSC shall not otherwise subcontract or assign any of the rights,duties,or obligations <br />imposed upon it by this Contract without the prior express written consent of the Public Agency. <br />MRSC Rosters SCV Public Agency Contract Page 2 of 3