Kittitas County.2363-49714.ACT and EET Quality Assurance with Judge's Signature

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General Terms and Conditions business days. The Secretary and County Representative may appoint a reviewteam, a facilitator, or both, to assist in the resolution of the dispute. If the Secretary and County Representative are unableto come to a mutually acceptable decision within fifteen (15) days, they may agree to issue an extension to allow for more time. Both Parties agree that, the existence of a dispute notwithstanding, the Parties will continue Wthout delay to carry out all respective responsibilities under theAgreement or applicable Program Agreement(s) that are not affected by the dispute. The final decision will be put in writing and will be signed by both the Secretary and County Representative. If the Agreement is active at the time of resolution and amendment of the Agreement is warranted for ongoing clarity, the Parties will execute an amendment to incorporate the final decision into the Agreement. If this dispute process is used, the resolution decision Wll be final and binding as to the matter reviewed and the dispute shall be settled in accordance with the terms of the decision. Notwithstanding the foregoing, each Party reserves the rightto litigate issues de novo in court. Entire Agreement. This Agreement and any Program Agreement, including all documents attached to or incorporated by reference into either, shall contain all the terms and conditions to be agreed upon by the parties. Upon execution of any Program Agreement, this Agreement shall be considered incorporated into that Program Agreement by reference. No other understandings or representations, oral or otherwise, regarding the subject matter of this Agreement or any Program Agreement shall be deemed to exist or bind the parties. 10. Governing Law and Venue. The laws of the state of Washington govern this Agreement. In the event of a lawsuit by the County against DCYF involving this Agreement or Program Agreement, venue shall be proper only in Thurston County, Washington. In the event of a lawsuit by DCYF againstthe County involving this Agreement or a Program Agreement, venue shall be proper only as provided in RCW 36.01.050. 11. Responsibility. Each party to this Agreement shall be responsible forthe negligence of its officers, employees, and agents in the performance of any Program Agreement. No party to this Agreement or any Program Agreement shall be responsible for the acts and/or omissions of entities or individuals not party to this Agreement and any Program Agreement. DCYF and the County shall cooperate in the defense of tort lawsuits, when possible. Both parties agree and understand that such cooperation may not be feasible in all circumstances. DCYF and the County agree to notify the attorneys of record in any tort lawsuit where both are parties if either DCYF or the County enters into settlement negotiations. It is understood that the notice shall occur prior to any negotiations, or assoon as possible thereafter, and the notice may be either written or oral. 12. Independent Status. For purposes of this Agreement and any Program Agreement, the County acknowledges that the County is not an officer, employee, oragent of DCYF orthe state of Washington. The County shall not hold out itself or any of its employees as, nor claim status as, an officer, employee, or agent of DCYF or the state of Washington. The County shall not claim for itself or its employees any rights, privileges, or benefitswhich would accrue to an employee of the state of Washington. The County shall indemnify and hold harmless DCYF from all obligations to pay or withhold federal or state taxes or contributions on behalf of the County or the County's employees. 13. Inspection. Either party may request reasonable access to the other party's records and place of business for the limited purpose of monitoring, auditing, and evaluating the otherparty's compliance with this Agreement, any Program Agreement, and applicable laws and regulations. During the term of any Program Agreement and for one (1) yearfollowing termination or expiration of the Program Agreement, the parties shall, upon receiving reasonable written notice, provide the other party with access to its place of business and to its records which are relevant to its compliance with this Agreement, any Department of Children, Youth & Families 2017CF County Program Agreement 6-24-20 Page 4