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I-\greement Number: K2208 <br />a) If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its <br />obligations under this Agreement or if the Contractor shall violate any of its covenants, <br />agreements or stipulations of this Agreement, the Department shall thereupon have the <br />right to terminate this Agreement and deny reimbursement of special assistance funds to <br />the Contractor if such default or violation is not corrected within twenty (20) days after the <br />Department's submitting written notice to the Contractor describing such default or violation; <br />Provided, that if more than twenty (20) days are required to correct any such default or <br />violation and the Contractor has initiated appropriate corrective measures as reasonable <br />determined by the Department, the Department will not terminate this Agreement for such <br />default or violation. <br />b) In the event the Contractor is unable to complete the capital project prior to June 30, 2017, <br />in accordance with the terms and conditions as outlined in this Agreement, the Contractor <br />will not receive reimbursement for the capital project outlined in Exhibit A in the amount <br />stated in this Agreement. <br />c) The Department has the right to terminate the Agreement by giving written notice to the <br />Contractor at least ten (10) days before the effective date of termination. If this Agreement <br />is so terminated, the Department is liable only for payments required under the terms of this <br />Agreement for work completed prior to termination. <br />11. WAIVER <br />The Department's failure to insist upon the strict performance of any provision of this <br />Agreement or to exercise any right based upon a breach thereof or the acceptance of any <br />performance during such breach, shall not constitute a waiver of any right under this <br />Agreement. <br />12. HOLD HARMLESS <br />a) It is understood and agreed that this Agreement is solely for the benefit of the parties hereto <br />and gives no right to any other party. No joint venture or partnership is formed as a result <br />of this Agreement. Each party hereto agrees to be responsible and assume liability for its <br />own negligent acts or omissions, or those of its officers, agents, or employees to the fullest <br />extent required by law. In the case of negligence of more than one party, any damages <br />allowed shall be levied in proportion to the percentage of negligence attributable to each <br />party, and each party shall have the right to seek contribution from the other party in <br />proportion to 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 out of the <br />performance of work activities under this Agreement. Each contract for services or <br />activities utilizing funds provided in whole or in part by this Agreement shall include a <br />provision that the Department and the State of Washington are not liable for damages or <br />claims from damages arising from any subcontractor's performance or activities under the <br />terms of the contracts. <br />13. RECAPTURE PROVISION <br />In the event that the Contractor fails to expend state funds in accordance with state law and/or <br />the provisions of this Agreement, the Department reserves the right to recapture state funds in <br />an amount equivalent to the principal amount of the grant plus interest calculated at the rate of <br />Page 4 of 7