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<br />________________________________________________________________________________________________________ <br />Local Government Page 18 of 27 <br /> <br />Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement <br />received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall <br />have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. <br />7. DISPUTES <br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in <br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. <br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The <br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a <br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority <br />prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As <br />an alternative to this process, either of the parties may request intervention by the Governor, as <br />provided by RCW 43.17.330, in which event the Governor's process will control. <br />8. GOVERNING LAW AND VENUE <br />This Contract shall be construed and interpreted in accordance with the laws of the state of <br />Washington, and the venue of any action brought hereunder shall be in the Superior Court for <br />Thurston County. <br />9. INDEMNIFICATION <br />Each party shall be solely responsible for the acts of its employees, officers, and agents. <br />10. LICENSING, ACCREDITATION AND REGISTRATION <br />The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and <br />registration requirements or standards necessary for the performance of this Grant. <br />11. RECAPTURE <br />In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, <br />and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount <br />to compensate COMMERCE for the noncompliance in addition to any other remedies available at law <br />or in equity. <br />Repayment by the Grantee of funds under this recapture provision shall occur within the time period <br />specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments <br />due under this Grant. <br />12. RECORDS MAINTENANCE <br />The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant <br />and performance of the services described herein, including but not limited to accounting procedures <br />and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended <br />in the performance of this Grant. <br />The Grantee shall retain such records for a period of six (6) years following the date of final payment. <br />At no additional cost, these records, including materials generated under the Grant, shall be subject <br />at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by <br />COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, <br />regulation or agreement. <br />If any litigation, claim or audit is started before the expiration of the six (6) year period, the records <br />shall be retained until all litigation, claims, or audit findings involving the records have been resolved. <br />DocuSign Envelope ID: 283F1275-62BD-41AC-A274-FA615AA9FE0ADocuSign Envelope ID: 7A40DF7F-9E3C-499E-913B-5D2F3F45947E