Staff Report_BEAD Agreement with State

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Page 27 of 44 that the Subrecipient has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Subrecipient shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Subrecipient shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Subrecipient with respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Subrecipient. 17. Disallowed Costs The Subrecipient is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. 18. Disputes Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE, who may designate a neutral person to decide the dispute. a. The request for a dispute hearing must: b. be in writing; c. state the disputed issues; d. state the relative positions of the parties; e. state the Subrecipient's name, address, and Contract number; and f. be mailed to the Director and the other party’s (respondent’s) Contract Representative within three (3) working days after the parties agree that they cannot resolve the dispute. i. The respondent shall send a written answer to the requestor’s statement to both the Director or the Director’s designee and the requestor within five (5) working days. ii. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. iii. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. iv. The parties agree that this dispute process shall precede any action in a judicial or quasi- judicial tribunal. v. Nothing in this Contract shall be construed to limit the parties’ choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 19. Duplicate Payment The Subrecipient certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 20. Governing Law and Venue This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.