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<br />SECO County EQUIPMENT Contract Page 8 of 16 KITTITAS COUNTY, E22-304
<br />and policies; Covenant Against Contingent Fees (e.g., Federal Acquisition Regulation 48 CFR Sec.
<br />52.203-5); Public Disclosure (RCW 42.56); and safety and health regulations. In the event of the
<br />COUNTY’s noncompliance or refusal to comply with any applicable law, regulation, executive order or
<br />policy, the DEPARTMENT may rescind, cancel, or terminate the Contract in whole or in part in its sole
<br />discretion. The COUNTY is responsible for all costs or liability arising from its failure to comply with
<br />applicable law, regulation, executive order, or policy.
<br />7) CONTRACT MODIFICATIONS: The Parties may, from time to time, request changes to the Contract.
<br />All mutually agreed changes shall be incorporated by written amendment. No alteration or variation of
<br />the terms of this Contract shall be valid unless made in writing and signed by the Parties and any oral
<br />understanding or agreements shall not be binding.,
<br />8) COUNTY NOT EMPLOYEE OF DEPARTMENT: The COUNTY, and/or employees, subcontractors or
<br />agents performing under this Contract, are not employees or agents of the DEPARTMENT in any
<br />manner whatsoever. The COUNTY will not be presented as nor claim to be an officer or employee of
<br />the DEPARTMENT or of the State of Washington for any reason, nor will the COUNTY make any claim,
<br />demand, or application to or for any right, privilege or benefit applicable to an officer or employee of the
<br />DEPARTMENT or of the State of Washington, including, but not limited to, Workers’ Compensation
<br />coverage, unemployment insurance benefits, social security benefits, retirement membership or credit,
<br />or privilege or benefit which would accrue to a civil service employee under RCW 41.06. It is
<br />understood that if the COUNTY is another state agency, the officers and employees are employed by
<br />the State of Washington in their own right.
<br />9) DISCLOSURE: The use or disclosure by any Party of any information concerning the DEPARTMENT,
<br />or its ESINet provider, for any purpose not directly connected with the administration of the
<br />DEPARTMENT’s or the COUNTY’s responsibilities with respect to services provided under this
<br />Contract is prohibited except by prior written consent of the DEPARTMENT or as required to comply
<br />with RCW 42.56, the Public Records Act, or a court order. Disclosure of any information concerning the
<br />ESINet is controlled by the Non-Disclosure Agreement between the Parties
<br />10) DISPUTES: Except as otherwise provided in this Contract, when a bona fide dispute arises between
<br />the Parties and it cannot be resolved through discussion and negotiation, either party may request a
<br />dispute hearing. The Parties shall select a dispute resolution team to resolve the dispute. The team
<br />shall consist of a representative appointed by the DEPARTMENT, a representative appointed by the
<br />COUNTY, and a third party mutually agreed upon by both Parties. The team shall, by majority vote,
<br />resolve the dispute. The Parties agree that this dispute process shall be final and there will be no
<br />appeal of the decision.
<br />11) GOVERNING LAW AND VENUE: This Contract shall be governed by the laws of the State of
<br />Washington. In the event of a lawsuit involving this Contract, venue shall be proper only in Thurston
<br />County. The COUNTY, by execution of this Contract, acknowledges the jurisdiction of the courts of
<br />Washington in this matter.
<br />12) HOLD HARMLESS: The COUNTY agrees to defend, hold harmless, and indemnify the State of
<br />Washington and the DEPARTMENT, their officers, agents, employees, and assigns against any and all
<br />damages or claims from damages resulting or allegedly resulting from the COUNTY’s performance or
<br />activities hereunder, including the performance of any subcontractor(s).
<br />13) INSURANCE, INDUSTRIAL COVERAGE: Prior to performing work under this Contract, the COUNTY
<br />shall provide industrial insurance coverage for the COUNTY’s employees, as may be required by Title
<br />51 RCW. The DEPARTMENT will not be responsible for payment of industrial insurance premiums or
<br />for any other claim or benefit for a consultant or any subcontractor or employee of the COUNTY, which
<br />may arise during the performance of services under this Contract. Before the start of any work required
<br />by this Contract, the COUNTY shall deliver to the DEPARTMENT certificates of insurance reflecting
<br />that the COUNTY has obtained all the insurance coverage required by this section.
<br />14) INSURANCE, GENERAL COVERAGE: The DEPARTMENT and its officers, employees, and agents,
<br />while acting in good faith within the scope of their official duties, are covered by the State of
<br />Washington Self-Insurance Program and the Tort Claims Act (RCW 4.92.060 et seq.), and successful
<br />claims against the DEPARTMENT and its employees, officers, and agents in the performance of their
<br />official duties in good faith under this Contract will be paid from the tort claims liability account as
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