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interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, <br />or subsidiary organization, the grantee is unable or appears to be unable to be impartial in conducting a <br />procurement action involving a related organization. <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 agree <br />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 />WSDA or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or <br />benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely <br />with the Grantee. <br />26. RECORDS MAINTENANCE <br />The Grantee shall maintain books, records, receipts, documents, data and other evidence relating to this <br />Agreement and Capital Project for a period of six (6) years following the date of final payment. At no additional <br />cost, these records, including materials generated under the contract, shall be subject at all reasonable times to <br />inspection, review, or audit by WSDA, personnel duly authorized by WSDA, the Office of the State Auditor, and <br />federal and state officials so authorized by law, regulation, or agreement. If any litigation, claim, or audit is started <br />before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit <br />findings involving the records have been resolved. <br />27. TERMINATION OR SUSPENSION <br />a. For Cause: If WSDA determines the Grantee has failed to comply with the conditions of this Agreement in <br />a timely manner, WSDA has the right to terminate this Agreement. Before terminating the Agreement, <br />WSDA shall notify the Grantee in writing of the need to take corrective action. If corrective action is not <br />taken within twenty (20) calendar days, WSDA may terminate the Agreement and seek recapture of funds <br />as provided in Section 17. <br />b. For Failure to Complete: If the Grantee fails to complete the Capital Project by the Project Completion <br />Date shown on the Grant Agreement Face Page, WSDA may terminate this Agreement and seek <br />recapture of funds as provided in Section 17. <br />c. For Convenience: Except as otherwise provided in this Agreement, WSDA may terminate this Agreement, <br />in whole or in part, after ten (10) days written notice, beginning on the second day after the mailing. If this <br />Agreement is so terminated, WSDA shall be liable only for payment required under the terms of this <br />Agreement for services rendered or goods delivered prior to the effective date of termination. <br />d. Suspension: WSDA reserves the right to suspend all or part of the Agreement, withhold further payments, <br />or prohibit the Grantee from incurring additional obligations of funds during investigation of an alleged <br />Kittitas County Page 7 Fair Capital Project Grant <br />K5060 <br />