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PC <br />14.3 Fee Disputes. Following mediation pursuant to Section 14.1, any dispute involving only Client's failure to <br />pay SCJ pursuant to this Agreement for SCJ's performance of the Work, may be resolved by commencing a <br />lawsuit in court. Venue for the lawsuit shall be Pierce County, Washington. The prevailing party in any such <br />lawsuit shall be entitled to recover its reasonable costs and attorney fees. <br />14.4 Applicable Law. This Agreement shall be governed by the laws of the State of Washington. <br />Section IS —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. <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. <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. <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. <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: <br />SCJ: SCJ Alliance <br />Attn: Gary Cooper <br />8730 Tallon Lane NE <br />Suite 200 <br />Lacey, WA 98516 <br />Fax: 360-352-1509 <br />Email: Garv.Cooper@SCJAlliance.com <br />Client: Kittitas County <br />Attn: Daniel Carlson <br />411 North Ruby Street <br />Ellensburg, WA 98926 <br />Fax: 509-962-7663 <br />Email: Dan.Carlson� co.Kittitas.wa.us <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. <br />SCI Agreement for Professional Services Page 5 <br />