Res-2019-071 Interlocal - Laserfiche WebLink

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TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agn:ement, or if either party violates any of these tenns and conditions, the aggrieved party will give the other p!Ufy wrinen notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If failure or violation is not corrected, this Agn=ement may be tennlnated bnmediately by written notice of the aggrieved party to the other. DISPUTES In the event that a dispute arises under this Agreement, it shall be dctennined by 11 Dispute Boord in the following manner: Each party to this Agreement sh111l appoint one member to the Dispute Board. The members so appointed shall jointly appoint an oddilionol member lo the Dispute Board. The Dispute Board shall review the facts, agn:ement terms ond applicable statutes and rules and make a detennination ofthe dispute. The detennination of the Dispute Board shaJI be final and binding on the parties hereto. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to confonn to those laws. In the event of an inconsistency in the terms of this Agreement, or between its tcnns and any opplicable starute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable state and federal statules and rules; b. Statement of work; and c. Any other _provisions of the Agreement, including materials incorporated by rcfcn:ncc. ASSIGNMENT The work to be provided under this Agreement, and any cloin1 arising thereunder, is not ossignable or delegable by eid1er party in whole or in part. without the express prior written consent of the other party, which consent shnll not be unreasonably withheld. .. WAIVER A foilure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement wiless srnred lo 6e su ch in a writing signed by an authorii.ed representative of the party and attached to the original Agreement. SEVERAHILITY If any provision of this Agn:ement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, If such remainder confonns to the requirements of applicable lnw and the fundamental purpose of this agreement, nnd to this end the provisions of this Agreement are declared to be severable. CONTRACT MANAGEMENT The program manager for each of the parries shnll be responsible for and shall be the contact person for all communications and billings regarding the perfonnance of this Agreement. 3