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11. DISPUTES <br />11.1 The Parties shall work collaboratively to resolve disputes and issues arising out of, or <br />related to, this Agreement. Disagreements shall be resolved promptly and at the lowest level of <br />hierarchy. To this end, following the dispute resolution process shown below shall be a <br />prerequisite to the filing of litigation concerning any dispute between the Parties: <br />a. The representative designated in this Agreement shall use their best efforts to resolve <br />disputes and issues arising out of or related to this Agreement. The representatives shall <br />communicate regularly to discuss the status of the tasks to be performed hereunder and to <br />resolve any disputes or issues related to the successful performance of this Agreement. <br />The representatives shall cooperate in providing staff support to facilitate the performance <br />of this Agreement and the resolution of any disputes or issues arising during the term of <br />this Agreement. <br />b. A Party's representative shall notify the other Party in writing of any dispute or issue that <br />the representative believes may require formal resolution under subsection (d) of this <br />section. The representatives shall meet within five (5) working days of receiving the written <br />notice and attempt to resolve the dispute. <br />c. In the event the representatives cannot resolve the dispute or issue, the COUNTY and <br />WSDOT, or their respective designees, shall meet and engage in good faith negotiations to <br />resolve the dispute. <br />In the event the COUNTY and WSDOT's Agreement Representatives, or their respective <br />designees, cannot resolve the dispute or issue, the COUNTY and WSDOT shall each <br />appoint a member to a Dispute Board. <br />d. These two members shall then select a third member not affiliated with either Party. The <br />three -member board shall conduct a dispute resolution hearing that shall be informal and <br />unrecorded. All expenses for the third member of the Dispute Board shall be shared <br />equally by both Parties; however, each Party shall be responsible for its own costs and <br />fees. <br />12. GOVERNING LAW AND VENUE <br />12.1 This Agreement shall be construed and interpreted in accordance with the laws of the <br />state of Washington and the venue of any action brought under this Agreement shall be in <br />Superior Court for Thurston County. <br />13. INDEPENDENT CAPACITY <br />13.1 The employees or agents of each party who are engaged in the performance of this <br />Agreement shall continue to be employees or agents of that party and shall not be considered <br />for any purpose to be employees or agents of the other party. <br />14. MAINTENANCE OF RECORDS <br />14.1 The Parties to this Agreement shall each maintain books, records, documents, and other <br />evidence that sufficiently and properly reflect all direct and indirect costs expended by either <br />party in the performance of the service(s) described herein. These records shall be subject to <br />inspection, review, or audit by personnel of both Parties, other personnel duly authorized by <br />either party, the Office of the State Auditor, and federal officials so authorized by law. All books, <br />records, documents, and other material relevant to this Agreement will be retained for six years <br />after expiration of Agreement. The Office of the State Auditor, federal auditors, and any persons <br />duly authorized by the Parties shall have full access and the right to examine any of these <br />materials during this period. <br />WSDOT Agreement GCB 4098 Page 3 of 8 <br />