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Agreement Number: K1862 <br />12. HOLD HARMLESS <br />a) It is understood and agreed that this Agreement is solely for the benefit of the <br />parties hereto and gives no right to any other party. No joint venture or partnership <br />is formed as a result of this Agreement. Each party hereto agrees to be <br />responsible and assume liability for its own negligent acts or omissions, or those of <br />its officers, agents, or employees to the fullest extent required by law. In the case <br />of negligence of more than one party, any damages allowed shall be levied in <br />proportion to the percentage of negligence attributable to each party, and each <br />party shall have the right to seek contribution from the other party in proportion to <br />the percentage of negligence attributable to the other party. <br />b) This indemnification clause shall also apply to any and all causes of action arising <br />out of the performance of work activities under this Agreement. Each contract for <br />services or activities utilizing funds provided in whole or in part by this Agreement <br />shall include a provision that the Department and the State of Washington are not <br />liable for damages or claims from damages arising from any subcontractor's <br />performance or activities under the terms of the contracts. <br />13. RECAPTURE PROVISION <br />In the event that the Contractor fails to expend state funds in accordance with state <br />law and/or the provisions of this Agreement, the Department reserves the right to <br />recapture state funds in an amount equivalent to the principal amount of the grant plus <br />interest calculated at the rate of interest on State of Washington general obligation <br />bonds issued most closely to the date of authorization of the grant. Such right of <br />recapture shall exist for a period not to exceed three (3) years following termination of <br />the Agreement. Repayment by the Contractor of state funds under this recapture <br />provision shall occur within thirty (30) days of demand. In the event that the <br />Department is required to institute proceedings to enforce this recapture provision, the <br />Department shall be entitled to its costs thereof, including reasonable attorney's fees. <br />14. OWNERSHIP OF PROJECT/CAPITAL FACILITIES <br />The Department makes no claim to any real property improved or constructed with <br />funds awarded under this Agreement and does not assert and will not require any <br />ownership interest in or title to the capital facilities and/or equipment constructed or <br />purchased with state funds under this Agreement. This provision does not extend to <br />claims that the Department may bring against the Contractor in recapturing funds <br />expended in violation of this Agreement. <br />15. RELATIONSHIP BETWEEN THE PARTIES <br />The Contractor and its employees or agents performing under this Agreement are not <br />deemed to be employees of the Department nor agents of the Department in any <br />manner whatsoever, nor will they hold themselves out as nor claim to be officers or <br />employees of the Department or of the State of Washington hereof and will not make <br />any claim, demand, or application to or for any right or privilege applicable to an officer <br />or employee of the Department or of the State of Washington. <br />Page 5 of 8 <br />