Resolution 2024-141 - Laserfiche WebLink

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guuultgl I El lvEluPg lu. an I u4JUg-92I D_IUJJ_O+Er_UOUU+ I ^OUU I V DocuSign Envelope lD : 1 CE44604-EE91'455C-9889-44E64C02FACB ; \r/flsltillu.otl Stale fl*'S t": i,fi iiiil6'i.!f Dispute Board slrall review the facts, Agreement terms and applicable statutes attd rules and nrake a determination of the dispute. The Dispute Boarcl shall tlrereafter clecicle the dispute with the maiority prevailing. The cletermination of the Dispute Board shall be final and binding on tlre parties hereto. As an alternative to this process, either of lhe parties n'lay request intervention by the Governor, as provicled by RCW 43.17.330, in which event tlre Governor's process willcontrol. 8. GOVERNlNG W AND VENUE Ttris Contract shall be construed and interpreted in accordance wiih the laws of the state of Washington, and the venue of any action l:rought hereunder shall be in the SLtperior Court for Thurston County, I INDEMNI CATION Each pa1y shall lre solely responsible for the acts of its erttployees, officers, and agents. 10. LICENSINGJC.CREDITATION AND REGI,9TRATION, The Contractor shall comply with all applicable local, state, ancl federal licensing, accroditation and registration requirements or standards necessary for the performance of this Contract. 11. RECAPTURE ln the event that the Contractor fails to perform this Contract in accordance with state laws, federal faws, andlor the provisions of this Contract, COMMERCE reseryes the right to recapture funds in an amount to conrpensate COMMERCE for the noncompliance irr acldition to any other remedies available at law or in equitY. Repaynrent by ttre Contractor of funds under this recapture provision shall occur within tlre time period spdciilect ny iOnritnfnCE. in the alternalive, COMMERCE may recapture such funds front payments dite under this Contract. 12, RE MAINTENANCE Tlre Contractor shall maintain bcoks, records, documents, clata and other evidence relating to this contract ancl pedormance of the senrices clescribecl herein, including but not limited to accounting prcceclures ancl practices thai sufficiently and properly refleci all direct and indirect costs of any nature expended in the perforrnance of this contraci. The Contractor shall retain such recorcls for a periocl of six years following ihe date of final payment, At no a6ditional cost, these records, incluciing ilaterials generatecl uncler the contract, shall be subject at all reasonable iimes to inspection, review or altclit by COMMERCE, persontrel duly authorized by Cotr/lMERCE, the Office of the State Auditor, and federal and state olficials so authorized by law, regulation or agreenrent. lf any litigation, claim or auclit is startecl before the expiration of the six (6) year period, the records shall be rltainec1 until all litigation, claims, or auclit finclings involving the records have been resolvecl. SAVINGS ln ihe event funding from state, fecleral, oi' otlrer sources is withclrawn, reduced, or limited in any way after the effective dlte of this Contract ancl prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clattse, witlrout the ten calendar day nolice requirenrent. ln lieu of ternrinalion, the Contract ntay be amended to reilect the new funding limitations and conditions. SEVERABILITY The provisions of this corrtract are intencled to be severable. lf any tenn or provision is illegal or invaiici for any reason whatsoever, such illegality or invalidity shall not affect tlre validity of the rentainder of the conttact. 't3 14 Page 8 of 13