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If the Grantee has a parent, affiliate, or subsidiary organization that is not a state or local government, or federally <br />recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of <br />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 Grant Agreement, when a dispute arises between the parties and it cannot be <br />resolved by direct negotiation, either party may request a dispute hearing with the Director of WSDA, who may <br />designate a neutral person to decide the dispute. <br />The request for a dispute hearing must: <br />a. Be in writing; <br />b. State the disputed issues; <br />c. State the relative positions of the parties; <br />d. State the Grantee's name, address, and Grant Agreement number; and <br />e. Be mailed to the Director and the other party's (respondent's) Grant Agreement Representative within 3 <br />working days after the parties agree that they cannot resolve the dispute. <br />The respondent shall send a written answer to the requestor's statement to both the Director or the Director's <br />designee and the requestor within 5 working days. <br />The Director or designee shall review the written statements and reply in writing to both parties within 10 working <br />days. The Director or designee may extend this period if necessary by notifying the parties. <br />The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. <br />The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. <br />Nothing in this Grant Agreement shall be construed to limit the parties' choice of a mutually acceptable alternate <br />dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. <br />24. ATTORNEYS' FEES <br />Unless expressly permitted under another provision of this Agreement, in the event of litigation or other action <br />brought to enforce Agreement terms, each party agrees to bear its own attorneys' fees and costs. <br />25. 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 party <br />to this Agreement. Each party is responsible and assumes liability for its own negligent acts or omissions, or <br />those of its officers, agents, or employees to the fullest extent required by law. In the case of negligence of <br />more than one party, any damages allowed shall be levied in proportion to the percentage of negligence <br />attributable to each 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 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 in <br />part by this Agreement must include a provision that WSDA and the state of Washington are not liable for <br />damages or claims from damages arising from any subcontractor's performance or activities under the terms <br />of the contracts. <br />26. 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 />27. 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 Agreement, shall be subject at all reasonable times <br />Kittitas County <br />K6400 <br />Page 7 <br />Fair Capital Project Grant <br />