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uuuuotgt I El lvcluPu lv. Jovozvl+-+JDJ-tzvo_ozou- D I "',:-1-:J:t.,;;";l;'i "rrt t:oiiiniiii'r'r: Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to moditr7 or remove any restrictive markings ptaced upon the Materials by the Grantee. 7. DisPutes ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board' The members so appointeO snatt jointly appoint an additional member to the Dispute Board' The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board shall be finaland binding on the parties hereto' As an alternative to this process, either of the parties may request interuention by the Governor' as provided by RCW 43.17.330, in which event the Governor's process will control. 6. Governinq Law and Venue This Grant shal be construed and interpreted in accordance with the laws of the state of Washington' and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior Court for Thurston CountY. 8. lndemnification Each party shalt be solely responsible for the acts of its employees, officers, and agents. 9. Licensinq. Accreditation. and Reqistration The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant- 10. RecaPture ln the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period speciieO Oy iOUUSRCE. ln the alternative, COMMERCE may recapture such funds from payments due under this Grantee. {1. Regords Maintenance The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grantee- The Grantee shall retain such records for a period of six (6) years following the date of final payment' At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. lf any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved' 12. Savinqs ln the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day Page 12 of 16