Res-2021-176 Interlocal - Laserfiche WebLink

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CONTRACT: Shall mean the purpose of obtaining goods and services for the non-Federal entity's own use and creates a procurement relationship with the Contractor. See 5200.22 Contract. Characteristics indicative of a procurement relationship between the non-Federal entity and a Contractor are when the non- Federal entity receiving the Federal funds: A. Provides the goods and services within normal business operations; B. Provides similar goods or services to many different purchasers; C. Normally operates in a competitive environment; D. Provides goods or services that are ancillary to the operation of the Federal program; and E. Is not subject to compliance requirements of the Federal program as a result of the agreement, though similar requirements may apply for other reasons. CONTRACTOR: Shall mean that agency, firm, provider, organization, individual or other entity performing services under this contract. It shall include any subcontractor retained by the prime contractor as permitted under the terms of this contract. DISPUTES: In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Govemor, as provided by RCW 43.17 .330, in which event the Governor's process will control. 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. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: A. Federal statutes and regulations B. State statutes and regulations C. Agreement amendments D. The Agreement (in this order) 1. Special Terms and Conditions (Exhibit C) 2. Federal compliance and Standard Federal Certifications and Assurances (Attachment l) 3. Primary document (document that includes the signature page) 4. Statement of Work (Exhibit A) 5. Contractor Vaccination Certification (Exhibit D) INDEPENIDENT CAPACITY: The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents ofthe other party. NONCOMPLIANCE: Shall mean if a non-Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass-through entity may impose additional conditions, as described in $200.207 Specific conditions. If the Federal awarding agency or pass-through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Federal awarding agency or pass-through entity may take one or more of the following actions, as appropriate in the circumstances: DOH Contract GYL26649-0 Revision October 2021 Page3 of27