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State of Washington, Department of Ecology
<br />IAA No. C1800153
<br />parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so
<br />authorized by law. All books, records, documents, and other material relevant to this Agreement will be
<br />retained for six years after expiration of this Agreement and the Office of the State Auditor, federal auditors,
<br />and any persons duly authorized by the parties shall have full access and the right to examine any of these
<br />materials during this period.
<br />Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will
<br />remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or
<br />make available this material to any third parties without first giving notice to the furnishing party and giving it
<br />a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to
<br />assure that records and documents provided by the other party are not erroneously disclosed to third parties
<br />subject to state public disclosure laws.
<br />15) RESPONSIBILITIES OF THE PARTIES
<br />Each party of this Agreement hereby assumes responsibility for claims and/or damages to persons and/or
<br />property resulting from any act or omissions on the part of itself, its employees, its officers, and its agents.
<br />Neither party will be considered the agent of the other party to this Agreement.
<br />16) RIGHTS IN DATA
<br />Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as defined by
<br />the U.S. Copyright Act of 1976 and shall be owned by state of Washington, ECOLOGY. Data shall include,
<br />but not be limited to, reports, documents, pamphlets, advertisements, books magazines, surveys, studies,
<br />computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright,
<br />patent, register, and the ability to transfer these rights.
<br />17) SEVERABILITY
<br />If any provision of this Agreement or any provision of any document incorporated by reference shall be held
<br />invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without
<br />the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental
<br />purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable.
<br />18) SUBCONTRACTORS
<br />The County agrees to take complete responsibility for all actions of any Subcontractor used under this
<br />Agreement for the performance. When federal funding is involved there will be additional subcontractor
<br />requirements and reporting.
<br />Prior to performance, all subcontractor who will be performing services under this Agreement must be
<br />identified, including their name, the nature of services to be performed, address, telephone, WA State
<br />Department of Revenue Registration Tax number (UBI), federal tax identification number (TIN), and
<br />anticipated dollar value of each subcontract. Provide such information to ECOLOGY's agreement manager.
<br />19) TERMINATION FOR CAUSE
<br />If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement,
<br />or if either party violates any of these terms and conditions, the aggrieved party will give the other party written
<br />notice of such failure or violation. The responsible party will be given the opportunity to correct the violation
<br />or failure within fifteen (15) business days. If failure or violation is not corrected, this Agreement may be
<br />terminated immediately by written notice of the aggrieved party to the other.
<br />20) TERMINATION FOR CONVENIENCE
<br />Either party may terminate this Agreement without cause upon thirty (30) calendar day prior written notification
<br />to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered
<br />or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination.
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<br />Version 8/29/16
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