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c. If Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of <br />this Grant, WSDA reserves the right to recapture all funds disbursed under the Grant, in addition to any <br />other remedies available at law or in equity. <br />18. AMENDMENTS <br />The parties may amend this Agreement by mutual agreement. Such amendments shall not be binding unless they <br />are in writing and signed by personnel authorized to bind each of the parties. <br />19. SAVINGS <br />If funding from state or other sources is withdrawn, reduced, or limited in any way after the effective date of this <br />Agreement and prior to normal completion, WSDA may terminate the Agreement for convenience under Section <br />27, without the ten (10) business days' notice requirement. In lieu of termination, the parties may amend the <br />Agreement to reflect the new funding limitations and conditions. <br />20. NONDISCRIMINATION <br />a. Grantee must comply with all applicable federal and state nondiscrimination laws ad regulations, <br />including, but not limited to chapter 49.60, RCW Washington's law against discrimination, and 42 USC <br />12101 et seq., the Americans with Disabilities Act. <br />b. If Grantee does not comply or refuses to comply with any nondiscrimination law, regulation or policy, <br />WSDA may terminate this Agreement in whole or in part for cause as provided in Section 27, <br />21. HISTORICAL AND CULTURAL ARTIFACTS <br />Pursuant to Executive Order 05-05, which is available at https://dahp.wa.gov/project-reviewlgovernors-executive- <br />order-05-05 and is incorporated into this Agreement by reference, if historical or cultural artifacts are discovered <br />at the project site during construction, the Grantee shall immediately stop construction and notify the local <br />historical preservation officer and the state historical preservation officer at the Department of Archaeology and <br />Historic Preservation. <br />22. CONFLICT OF INTEREST <br />Notwithstanding any determination by the Executive Ethics Board or other tribunal, WSDA may terminate this <br />Agreement for cause if WSDA finds, after notice and examination, that there is a violation of the Ethics in Public <br />Service Act, chapter 42.52 RCW; or any similar statute involving the Grantee in the procurement of, or <br />performance under this contract. <br />23. DISPUTES <br />Except as otherwise provided in this Agreement, when a dispute arises between the parties that cannot be <br />resolved through discussion and negotiation, either party may request a dispute hearing. The parties shall select <br />a dispute resolution team to resolve the dispute. The dispute resolution team shall consist of a representative <br />appointed by the WSDA, a representative appointed by the Grantee, and a third party mutually agreed upon by <br />both parties. The dispute resolution team shall attempt, by majority vote, to resolve the dispute. The parties <br />agree that this dispute process shall precede any action in a judicial or quasi-judicial setting. <br />24. HOLD HARMLESS <br />a. This Agreement is solely for the benefit of the parties and gives no right to any other entity that is not a <br />party to this Agreement. Each party is responsible and assumes liability for its own negligent acts or <br />omissions, or those of 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 proportion to the <br />percentage of negligence attributable to each party, and each party shall have the right to seek <br />contribution from the other party in proportion to the percentage of negligence attributable to the other <br />party. <br />b. This indemnification clause also applies to all causes of action arising out of the performance of work <br />activities under this Agreement. Each contract for services or activities utilizing funds provided in whole or <br />in part by this Agreement must include a provision that WSDA and the State of Washington are not liable <br />for damages or claims from damages arising from any subcontractor's performance or activities under the <br />terms of the contracts. <br />25. INDEPENDENT CAPACITY OF GRANTEE <br />The Grantee and its employees or agents performing under this Agreement are not employees or agents of the <br />state of Washington or WSDA. The Grantee will not hold itself out as or claim to be an officer or employee of <br />Kittitas County Fair <br />K2931 <br />Page 5 <br />Fair Capital Project Grant <br />