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I Ge neral 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. lf the Secretary and County Representative are unable to 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 wll continue Wthout delay to carry out all respective responsibilities under th e Agreement 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. lf the Agreement is active at the time of resolution and amen dment of the Agreement is warranted for ongoing clarity, the Parties will execute an amendment to incorporate the final decision into the Agreement. lf this dispute process is used, the resolution decision will 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 reseryes the rightto litigate issues de novo in court. Entire Agreement. This Agreement and any Program Agreement, including alldocuments 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 ProgramAgreement, this Agreement shall be considered incorporated into that ProgramAgreement 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. Governing Law andVenue. The larnrs of the state of Washington govern thisAgreement. ln the event of a lararsuit by the County against DCYF involving this Agreement or a Program Agreement, venue sha1 be proper only in Thurston County, Washington. ln the event of a lararsuit by DCYF againstthe County involving thisAgreement or a Program Agreement, venue shall be proper only as proMded in RCW 36.01.0s0. 10. '11 12. 13 Responsibility. Each party to this Agreement shall be responsible forthe negligence of its officers, employees, and agents in the performance of any Program Agreement. trto party to this Agreemeni or any Program Agreement shall be responsible for the acts and/or omissions of entities or individuals not party to this Agreement and any ProgramAgreement. DCYF and the County shall cooperate in the defense of tort larasuits, when possible. Both parties agree and understand ihat such cooperation may not be feasible in all circumstances. DCYF and. the County agree to notifythe attorneys oi record in anytort larasuit where both are parties if either DCYF or the Couniy enters into settlementhegotiations. lt is understood that the notice shall occur prior to any negotiations, or as soon as possible th6reafter, and the notice may be either ranitten or oral. lnde pendent Status. For purposes of this Agreement and any Program Agreement, the County acknowledges that the County is not an officer, employee, oragent of OCyF orthe state of Wasfrington.The County shall not hold out itself or any of its employees as, ior claim status as, an officer, empldyee, or agent of DCYF or the state of Washington. The bounty shall not claim for itself or its employeu. ,nyrights, privileges, or benefits which would' accrue to an employee of the state of Washington. TheCounty shall indemnify and hold harmless DCYF from all obligations to pay or withhold federal or statetaxes or contributions on behalf of the county or the county'imployees. ' lnspection. Either party may request reasonable ac@ss to the other party's records and place ofbusiness for the limited purpose of monitoring, auditing, and evaluating the other party's compliance withthis Agreement, anyProgramAgreement, and applicable laws and regulations. During the term of anyProgram Agreement and for one (1 ) year following termination or expiration of the program Agreement,the parties shall, upon receiving reasonable written notice, provide the other party with access to itsplace of business and to its records Mrich are relevant to iis compliance wth'this'Agreement, any Department of Children, Youth & Families 2017CF County Program Agreement 6-24-20 Page 4