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DOH CONTRACT #: CLH18249 Budget's (OMB's) Unifonn Guidance, Title 2 Code of Federal Regulations Part 200 (2 CFR 200) -Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, or are included in the federal funding agency's regulations. 16. Governing Law and Venue The laws of the state of Washington govern this Contract. In the event of a lawsuit by the LHJ against DOH arising under this Contract, venue shall be proper only in Thurston County, Washington. In the event of a lawsuit by DOH against the LHJ arising under this Contract, venue shall be proper only in the county in which the LHJ is located or in either of the two nearest judicial districts within the meaning ofRCW 36.01.050. 17. Independent Capacity The employees or agents of each party who are engaged in the perfonnance of this Contract 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. 18. Insurance The LHJ certifies that it is self-insured, is a member of a risk pool, or maintains insurance coverage as required by this Contract. Each party shall pay for losses for which it is found liable. The LHJ agrees to require all subcontractors to maintain insurance in types and with limits as may be determined by the LHJ and/or its risk manager, unless the LHJ and DOH agree otherwise. 19. Licensing, Accreditation and Registration The LHJ shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements and standards, necessary for the perfonnance of this Contract. 20. Maintenance of Records Each party to this Contract shall maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by it. All books, records, documents, and other material relevant to this Contract will be retained for six (6) years after expiration. If any litigation, claim or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Each party will use reasonable security procedures and protections to assure that records and documents provide\i by the other party are not erroneously disclosed to third parties. Both parties agree to continue protecting records until such time as the information is destroyed in accordance with applicable state and federal records retention laws. 21. Modifications and Waivers This Contract, or any tenn or condition, may be modified only by a written amendment signed by the DOH Contracting Officer and the authorized representative for the LHJ. Either party may propose an amendment. Failure or delay on the part of either party to exercise any right, power, privilege or remedy provided under this Contract shall not constitute a waiver. No provision of this Contract may be waived by either party except in a writing signed by the DOH Contracting Officer or the authorized representative of the LHJ. 22. No Third-Party Rights Created This Contract, or any program hereunder, is entered into solely for the benefit of the two parties thereto and shall not be construed as giving rise to any right, remedy or expectancy of any kind or nature on the part of any third party. 23. Nondiscrimination During the perfonnance of this Contract, the LHJ and DOH shall comply with all federal and state nondiscrimination laws, regulations and policies. In the event of the LHJ's noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled or terminated in whole or in part, and the LHJ may be 2018-2020 Consolidated Contract Page 7 of17