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GENERAL TERMS AND CONDITIONS
<br /> INTERAGENCY AGREEMENT
<br />STATE FUNDS
<br />State of Washington Interagency Agreement Updated August 2022
<br />Department of Commerce Page 3
<br />C. Unauthorized Use or Disclosure. The Local Government and COMMERCE shall each notify the
<br />other within five (5) working days of any unauthorized use or disclosure of any confidential
<br />information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.
<br />D. The parties acknowledge that they are public entities subject to the Public Records Act, Chapter
<br />42.56 RCW, and that the Independent Financial Feasibility Review to be produced under this
<br />Contract is intended to be, and must be,a public document and must be submitted to the governor,
<br />the state treasurer, the state auditor, the public facility [facilities] district and participating local
<br />political subdivisions, and appropriate committees of the legislature.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. In the event the Materials are not considered “works for hire”
<br />under the U.S. Copyright laws, the Local Government hereby irrevocably assigns all right, title, and
<br />interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
<br />COMMERCE effective from the moment of creation of such Materials.
<br />“Materials” means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. “Ownership” includes the right to copyright, patent, register and the ability
<br />to transfer these rights.
<br />7. DISPUTES
<br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
<br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
<br />prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
<br />an alternative to this process, either of the parties may request intervention by the Governor, as
<br />provided by RCW 43.17.330, in which event the Governor's process will control.
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<br />8. GOVERNING LAW AND VENUE
<br />This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
<br />and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
<br />Court for Thurston County.
<br />9. INDEMNIFICATION
<br />Each party shall be solely responsible for the acts of its employees, officers, and agents.
<br />THIS SECTION INTENTIONALLY DELETED
<br />10. PAYMENT
<br />In the event that the Local Government fails to pay COMMERCE for the Independent Financial
<br />Feasibility Review in accordance with state laws, federal laws, and/or the provisions of this Contract,
<br />COMMERCE reserves the right to demand immediate payment of funds in an amount to compensate
<br />COMMERCE for the noncompliance in addition to any other remedies available at law or in equity.
<br /> Payment by the Local Government of funds under this provision shall occur within the time period
<br />specified by COMMERCE.
<br />11. RECORDS MAINTENANCE
<br />The COMMERCE and Local Government shall maintain books, records, documents, data and other
<br />evidence relating to this contract and performance of the Scope of Work described herein, including
<br />but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and
<br />indirect costs of any nature expended in the performance of this contract.
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