TFG ILA Final Oct 1 2026 (3) - Laserfiche WebLink

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Page 5 6.6 Financial Obligations and Final Accounting. A withdrawing or terminating Party remains responsible for its allocated share of amounts invoiced or incurred through its effective withdrawal or termination date, including approved reimbursable expenses and non-cancelable costs attributable to its participation. "Non-cancelable costs attributable to its participation" means costs that the County has authorized or committed under the County-TFG contract or another approved arrangement for the Party's specific work and that cannot reasonably be canceled, avoided, or reallocated before the Party's effective withdrawal or termination date. Except for costs attributable to one or more Parties, collectively authorized final-accounting obligations and shared liabilities shall be allocated using the Exhibit B percentage allocation unless the Parties unanimously agree otherwise in writing. 6.7 Transition and Disposition of Assets. Upon termination or dissolution, the County shall provide a final accounting and take reasonable transition actions permitted by the County-TFG contract. Remaining Consortium funds or assets shall be applied first to outstanding obligations. Any remaining funds shall be returned or credited to contributing Parties in proportion to their contributions, unless otherwise agreed in writing and consistent with applicable law. 7. INDEMNIFICATION AND LIABILITY. 7.1 Each Party shall defend, indemnify, and hold harmless the other Parties, their officers, employees, and agents from claims, damages, liabilities, and reasonable attorneys' fees and costs arising from that Party's actions or omissions under this Agreement, except to the extent caused by the negligence or willful misconduct of another Party. A Party seeking a defense or indemnity shall promptly tender the claim in writing, and the defending Party shall control the defense subject to applicable law and the indemnified Party's right to participate with its own counsel. 7.2 Nothing in this Agreement creates joint and several liability among the Parties or waives any defense, immunity, limitation of liability, or protection available to a Party under state or federal law. If a financial liability is not attributable to a particular Party and the Parties have expressly authorized its treatment as a Consortium- wide obligation, it shall be allocated using the Exhibit B percentage allocation unless the Parties unanimously agree otherwise in writing. 8. DISPUTE RESOLUTION. 8.1 The Parties should first attempt to resolve operational disputes through their designated representatives. County staff may address operational issues directly and promptly as administrator. Nothing in this section restricts the County from enforcing payment terms, preserving contractual rights, or taking any action needed to administer the County-TFG contract. 8.2 COG discussion is optional and advisory. Any Party may request facilitated discussion through COG, but COG participation is not a prerequisite to enforcing legal or contractual rights. The Parties may participate in non-binding mediation only by mutual written agreement, with mediation costs shared equally among the Parties participating in the mediation unless they agree otherwise. 8.3 Informal negotiation, COG discussion, or mediation does not waive a Party's legal remedies, shorten or toll an applicable limitations period, or prevent a Party from seeking immediate judicial relief unless the affected Parties expressly agree otherwise in writing. Venue for a court action arising from this Agreement shall be Kittitas County Superior Court, subject to applicable law. 9. MISCELLANEOUS. 9.1 Amendments. This Agreement may be amended only by written consent of all Parties, subject to approval by their respective governing bodies or other authorized approval authorities. 9.2 Severability. If a provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. 9.3 Governing Law. This Agreement shall be governed by the laws of the State of Washington. 9.4 No Assignment. No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of all other Parties. Nothing in this Agreement authorizes assignment, amendment, or delegation of the County-TFG contract. Any such matter shall be governed solely by that contract and applicable law.