SCJ Alliance Comp Plan Update Professional Services Agreement 6-14-17

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SCJ Agreement for Professional Services Page 5 14.3 Fee Disputes. Following mediation pursuant to Section 14.1, any dispute involving only Client’s failure to pay SCJ pursuant to this Agreement for SCJ’s performance of the Work, may be resolved by commencing a lawsuit in court. Venue for the lawsuit shall be Pierce County, Washington. The prevailing party in any such lawsuit shall be entitled to recover its reasonable costs and attorney fees. 14.4 Applicable Law. This Agreement shall be governed by the laws of the State of Washington. Section 15 – Ownership of Work Product and Confidentiality. All reports, plans, specifications, field data, notes and other documents, including all documents on electronic media, which SCJ prepares in connection with the Project (which information is collectively referred to herein as “SCJ’s Work Product”) are instruments of SCJ’s service and shall remain the sole property of SCJ, unless agreed otherwise in writing. Client shall not reuse or modify SCJ’s Work Product, without SCJ’s prior written authorization, which authorization SCJ may not unreasonably withhold . Any unauthorized use of the SCJ’s Work Product shall be at the Client’s sole risk and without liabilit y to SCJ and the Client agrees to defend, indemnify and hold harmless SCJ for all claims and liability resulting from such unauthorized use. Client shall maintain the confidentiality of information specifically designated as confidential by SCJ, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Client from establishing a claim or defense in an adjudicatory proceeding . Only information designated as confidential by SCJ shall be deemed confidential as provided by this paragraph. Section 16 – Electronic Files and Data. Subject to Section 15 above, if requested, SCJ will provide electronic files to Client for its use and reference in connection with the Project. Client acknowledges and agrees that it shall be solely responsible for inspecting and testing any such electronic files before accessing or using them to verify they are free from bugs, viruses, or other destructive or harmful programs (referred to collectively herein as “Viruses”). Further, SCJ does not make or intend to make any warranty, expressed or implied, that any electronic file it provides to Client will be free from Viruses. Therefore, Client waives any claim it may have against SCJ which waiver includes all measures of damages, including, but not limited to, general, special, direct, indirect, consequential (including loss of profits and/or business), exemplary, statutory, and punitive damages) because any electronic files SCJ provides to client contain any Viruses. All deliverables provided to Client for the Work shall be hard copies unless otherwise stated in Attachment B . If requested, SCJ may provide electronic files to Client; however, Client acknowledges and agrees that it shall be solely responsible for verifying consistency between electronic files and hard copy deliverables . In the event of any inconsistency between hard copy deliverables and electronic files, the hard copy deliverable shall govern. Section 17 – Notices. Any written notice provided by one of the parties to the other in connection with this Agreement shall be received when personally delivered, when received by facsimile, or on the third day following mailing by USPS, postage prepaid, to: SCJ: SCJ Alliance Client: Kittitas County Attn: Gary Cooper Attn: Daniel Carlson 8730 Tallon Lane NE 411 North Ruby Street Suite 200 Ellensburg, WA 98926 Lacey, WA 98516 Fax: 509-962-7663 Fax: 360-352-1509 Email: Dan.Carlson@co.Kittitas.wa.us Email: Gary.Cooper@SCJAlliance.com Section 18 – Survival and Severability. The terms and conditions of this Agreement shall survive the completion of the Work and the termination of this Agreement, whether for cause or for convenience. If any term or condition of this Agreement is ever held to be unenforceable, all remaining terms and conditions shall cont inue in full force and effect.