Resolution VSP ILA 2021-2023 6.15.21

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____________________________________________________________________ VSP Agreement Between the KITTITAS COUNTY CONSERVATION DISTRICT and KITTITAS COUNTY - Page 6 of 17 action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs. DISPUTES Except as otherwise provided in this contract, any dispute arising under this contract shall be decided in the following manner: By the COUNTY’S Agreement Manager or other designated official who shall provide a written statement of decision to the DISTRICT. The decision of the Agreement Manager or other designated official shall be final and conclusive unless, within thirty days from the date the DISTRICT receives such statement, the DISTRICT mails or otherwise furnishes to the COUNTY Board of Commissioners a written appeal. An appeal of the Agreement Manager’s decision shall be addressed by the COUNTY Board of Commissioners. The DISTRICT shall have the opportunity to meet with the COUNTY Board of Commissioners to be heard either in person or by phone and to provide documents in support of their appeal. The decision of the COUNTY Board of Commissioners for the resolution of such appeals shall be final and conclusive and constitutes a final agency action for the purposes of the Washington Administrative Procedures Act, RCW 34.05. Pending final decision of dispute hereunder, the DISTRICT shall proceed diligently with the performance of this contract and in accordance with the decision rendered. 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 conform to those laws. The DISTRICT and any Agent shall comply fully with all applicable federal, state and local laws, orders, regulations and permits. Any action brought to enforce the terms of this agreement shall be in the Superior Court for Kittitas County. Except as otherwise provided in this agreement, in the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs. CONTRACTING FOR SERVICES Contracts for personal services, purchased services/goods, and public works shall be awarded through a competitive process, if required by State law. The DISTRICT shall retain copies of all bids received and contracts awarded, for inspection and use by the COUNTY. Retention of copies shall be consistent with time periods established herein. INDEMNIFICATION The COUNTY shall in no way be held responsible for payment of salaries, consultant fees, and other costs related to the project described herein, except as provided in the scope of work through the reimbursement procedures described in this agreement. To the fullest extent permitted by law, the DISTRICT shall indemnify, defend and hold harmless the State of Washington, agencies of the State and all officials, agents and employees of the State, from and against all claims arising out of or resulting from the performance of the contract. The DISTRICT’S obligation to indemnify, defend, and hold harmless includes any claim by the DISTRICT’S agents, employees, representatives, or any subcontractor or a subcontractor's employees. The DISTRICT expressly agrees to indemnify, defend, and hold harmless the State of Washington and the COUNTY for any claim arising out of or incident to the DISTRICT’s or any subcontractor's performance or failure to perform the contract. The DISTRICT’s obligation to indemnify, defend, and hold harmless the State of Washington and the