SH26-008 TraCS - DSA- Kittitas County SO partially signed

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WSP Contract No.TRACS00259 For External Use Only: 11. Agreement Alterations and Amendments This Agreement may be amended or altered upon execution of a written mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the Parties. 11.1 Changes to the points of contact information may be provided in writing by email to the other Party within 10 days of any such change and enter into a written amendment to memorialize such change. 11.2 Without need for written amendment, in its sole discretion, the WSP may require changes in Records formats, report forms and other business rules. The Agency will be notified when any changes or updates to these requirements occur, and the Agency shall comply with any such changes. 11.3 WSP shall advise the Agency of any changes to Attachment C (eTRIP Committee Training) within five (5) business days of the change taking effect, without need for written amendment. 12. Termination Either Party may terminate this Agreement upon 30 days' prior written notification to the other Party. If this Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement before the effective date of termination. 13. Disputes If a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each Party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the Parties hereto. As an alternative to this process, either Party may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 14. Governance This Agreement is entered into pursuant to and under the authority granted by the laws of the State of Washington, and any applicable federal laws and WSP policy. The provisions of this Agreement shall be construed to conform to those laws and policy. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute, rule, or policy, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable federal and state statutes and rules; 2. The terms of this Agreement; 3. Statement of Work for Data Security Requirements (Attachment A); 4. WSP Policy; and 5. Any other provisions of the Agreement, including material incorporated by reference. 15. Assignment The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either Party in whole or in part. 16. Waiver A failure by either Party to exercise its rights under this Agreement shall not preclude that Party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a written amendment executed between the Parties. 17. Hold Harmless To the extent allowable by law, each Party shall defend, protect, and hold harmless the other Party from and against all claims, suits and/or actions arising from any negligent or intentional act or omission of that Party's employees, agents, and/or authorized subcontractor(s) while performing under this Agreement. TraCS Data Sharing Agreement Approved by AGO 02/04/2026 Page 5 of 14