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2.5. Failure by either party to timely pay their share of the costs may result in their termination from <br />the Agreement with Aspect Consulting. <br />3. Duration. This Agreement shall remain in effect until complete. <br />4. Termination. This Agreement may not be terminated once performance of the Aspect <br />Consulting Agreement has commenced. Any termination before performance commencement <br />must be delivered in writing and does not alleviate the terminating party from potential <br />breach of contract claims concerning the over -arching agreement with Aspect Consulting. <br />5. Contract Management. The Agreement Administrator for each of the parties shall be <br />responsible for and shall be the contact person for all communications and billings regarding <br />the performance of this Agreement. <br />The Agreement Administrator Mr. Jansen is: <br />The Agreement Administrator for the County is: Arden Thomas, 411 North Ruby Street, <br />Suite 1, Ellensburg, WA 98926. Telephone: 509-962-7523. <br />6. Force Majeure. Neither party will be liable to theotherfor any failure or delay in <br />performanceunder this Agreement due to circumstances beyond its reasonable control, <br />including acts of nature, acts of war, accident, labor disruption, acts, omissions or defaults of <br />third parties, and official, governmental' on judicial action not the fault of the party failing or <br />delaying in performance. <br />7. Maintenance of Records. Each party hereto agrees to maintain books, records and <br />documents using accounting procedures which accurately reflect all direct and indirect costs <br />related to the performance of services described herein. Each party may examine the other <br />party's books and records to verify the accuracy of invoices. Each party's fiscal management <br />system shall include the capability to provide accurate and complete disclosure of all costs <br />invoiced under this Agreement. All books, records, documents and other materials relevant <br />to this agreement will be retained for six years after expiration of the Agreement, and the <br />Office of the State Auditor and any persons duly authorized by the parties shall have full <br />access and the right to examine any of these materials during this period. Each party will <br />utilize reasonable security procedures and protections to assure that records and documents <br />provided by the other party are not erroneously disclosed to third parties. <br />8. Hold Harmless and Indemnification. Each Party shall hold harmless and indemnify the <br />other Party and its directors, officers, employees, agents and representatives against any <br />and all loss, liability, damage, or expense, including any direct, indirect or consequential <br />Cost -Share Agreement Page 2 of 6 <br />