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<br />SCJ Agreement for Professional Services Page 5
<br />Section 15 – Ownership of Work Product and Confidentiality. All reports, plans, specifications, field data, notes and
<br />other documents, including all documents on electronic media, which SCJ prepares in connection with the Project
<br />(which information is collectively referred to herein as “SCJ’s Work Product”) are instruments of SCJ’s service and
<br />shall remain the sole property of SCJ, unless agreed otherwise in writing. Client shall not reuse or modify SCJ’s Work
<br />Product, without SCJ’s prior written authorization, which authorization SCJ may not unreasonably withhold. Any
<br />unauthorized use of the SCJ’s Work Product shall be at the Client’s sole risk and without liability to SCJ and the Client
<br />agrees to defend, indemnify and hold harmless SCJ for all claims and liability resulting from such unauthorized use.
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<br />Client shall maintain the confidentiality of information specifically designated as confidential by SCJ, unless
<br />withholding such information would violate the law, create the risk of significant harm to the public or prevent the
<br />Client from establishing a claim or defense in an adjudicatory proceeding. Only information designated as
<br />confidential by SCJ shall be deemed confidential as provided by this paragraph.
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<br />Section 16 – Electronic Files and Data. Subject to Section 15 above, if requested, SCJ will provide electronic files to
<br />Client for its use and reference in connection with the Project. Client acknowledges and agrees that it shall be solely
<br />responsible for inspecting and testing any such electronic files before accessing or using them to verify they are free
<br />from bugs, viruses, or other destructive or harmful programs (referred to collectively herein as “Viruses”). Further,
<br />SCJ does not make or intend to make any warranty, expressed or implied, that any electronic file it provides to Client
<br />will be free from Viruses. Therefore, Client waives any claim it may have against SCJ which waiver includes all
<br />measures of damages, including, but not limited to, general, special, direct, indirect, consequential (including loss of
<br />profits and/or business), exemplary, statutory, and punitive damages) because any electronic files SCJ provides to
<br />client contain any Viruses.
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<br />All deliverables provided to Client for the Work shall be hard copies unless otherwise stated in Attachment B. If
<br />requested, SCJ may provide electronic files to Client; however, Client acknowledges and agrees that it shall be solely
<br />responsible for verifying consistency between electronic files and hard copy deliverables. In the event of any
<br />inconsistency between hard copy deliverables and electronic files, the hard copy deliverable shall govern.
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<br />Section 17 – Notices. Any written notice provided by one of the parties to the other in connection with this
<br />Agreement shall be received when personally delivered, when received by facsimile, or on the third day following
<br />mailing by USPS, postage prepaid, to:
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<br />SCJ: SCJ Alliance Client: Kittitas County
<br /> Attn: Dan Penrose, AICP Attn: Dan Carlson
<br /> 8730 Tallon Lane NE 411 North Ruby Street
<br /> Suite 200 Suite 1
<br /> Lacey, WA 98516 Ellensburg, WA 98926
<br /> Fax: 360-352-1509 Fax: N/A
<br /> Email: dan.penrose@scjalliance.com Email: dan.carlson@co.kittitas.was.us
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<br />Section 18 – Survival and Severability. The terms and conditions of this Agreement shall survive the completion of
<br />the Work and the termination of this Agreement, whether for cause or for convenience. If any term or condition of
<br />this Agreement is ever held to be unenforceable, all remaining terms and conditions shall continue in full force and
<br />effect.
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<br />Section 19 – Modifications. This Agreement represents the entire and integrated Agreement between the parties
<br />hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. Except as
<br />provided in Section 3 above regarding the periodic adjustment of SCJ’s billing rates and/or reimbursement rate of
<br />expense, this Agreement may only be amended, modified, or added to by written instrument properly signed by
<br />both parties. The parties acknowledge the general contract rule that a clause in a contract, such as this one,
<br />prohibiting oral modifications is itself generally subject to oral modification. However, in order to ensure certainty
<br />as to the terms and conditions of this Agreement, the parties waive this general contract rule.
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