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termination,if the Applicant does not reimburse Ecology for the costs incurred within <br /> thirty-two(32)days of Ecology's mailing written demand,Ecology may recover the costs <br /> from any performance security posted with or delivered to Ecology as applicable,and shall <br /> return or release the unneeded portions of the performance security to the Applicant within <br /> thirty(30)days after obtaining satisfaction of all costs incurred. If such recovery is <br /> inadequate to obtain full reimbursement,the Applicant shall be liable to Ecology for any <br /> remaining unpaid costs; <br /> b. Upon termination by either Party for any reason,if the Applicant does not withdraw the <br /> application(s)covered by this CRA,Ecology shall be released from any commitment <br /> under this CRA with respect to processing and decision-making associated with the <br /> application(s). Equipment purchased to process and make decisions concerning the <br /> Applicant's application(s),or on any such senior application(s)which must be acted upon <br /> before the Applicant's,may remain the property of Ecology per the provisions of <br /> II.B.2.a.vi.above; <br /> c. Upon termination by either Party for any reason,Ecology may,at its discretion, stop or <br /> continue its processing and decision-making work on any application(s)covered by this <br /> CRA,but the Applicant shall not thereafter be responsible to reimburse Ecology for direct <br /> or indirect costs incurred for processing and decision-making on the application(s)on <br /> which no decision was rendered before a Party terminated this CRA;and <br /> d. The rights and remedies of the Parties shall be limited to those expressly provided in this <br /> CRA and its Appendices,including those in this Termination section. <br /> E. Additional Provisions. <br /> 1. No Waiver. No Party shall be construed to have waived any of its respective rights or <br /> interests in this CRA by a failure, in any instance,to have asserted,or made claim on,such <br /> right at the time such Party was entitled to assert the same. Waiver of any default or breach <br /> shall be deemed neither to be a waiver of any subsequent or other default or breach,nor a <br /> modification of the terms of this CRA unless stated to be such in writing,signed by Ecology, <br /> and attached to the original CRA. <br /> 2. Entire Agreement. This CRA and its Appendices(i.e.,Appendix A—Sample Acceptable <br /> Status Report,and Appendix B—Sample Invoice),together with subsequent amendments <br /> signed and agreed to by the Parties,constitute the entire CRA between the Parties. <br /> 3. No Modification. There shall be no modification,amendment,change,or alteration of this <br /> CRA recognized as valid and binding on the Parties hereto unless same shall be reflected in a <br /> written instrument executed by the Parties. <br /> 4. No Assignment. Neither this CRA,nor any claim arising under this CRA,shall be <br /> transferred or assigned by the Applicant without the prior written consent of Ecology. <br /> 5. No Effect on Legal Requirements or Processes. Nothing in this CRA shall be construed to <br /> limit Ecology from complying with its obligations under applicable laws or from considering <br /> public comments received in any environmental review or regulatory process. This CRA <br /> shall not be interpreted in any manner to predispose or predetermine the outcome of any <br /> application(s),permit,environmental review,or other legal process. <br /> 6. Indemnification. The Applicant shall defend,protect and hold harmless the State of <br /> Washington,Ecology,or any employees or contractors thereof,from and against all claims, <br /> suits or actions arising from the Applicant's acts which are libelous or slanderous,result in <br /> Washington State Department of Ecology <br /> Cost-Reimbursement Agreement(CRA) Page 12 of 16 <br />