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2 <br /> to repay to the DEPARTMENT all grant/loan funds disbursed to the RECIPIENT for those parts of the <br /> project that are rendered worthless in the opinion of the DEPARTMENT by such failure to perform. <br /> Interest shall accrue at the rate of twelve percent(12%) per annum from the time the <br /> DEPARTMENT demands repayment of funds. If payments have been discontinued by the <br /> DEPARTMENT due to insufficient funds as in Section K.2 above, the RECIPIENT shall not be obligated <br /> to repay monies which had been paid to the RECIPIENT prior to such termination. Any property acquired <br /> under this agreement, at the option of the DEPARTMENT, may become the DEPARTMENT'S property <br /> and the RECIPIENT'S liability to repay monies shall be reduced by an amount reflecting the fair value of <br /> such property. <br /> P. PROJECT APPROVAL <br /> The extent and character of all work and services to be performed under this agreement by the <br /> RECIPIENT shall be subject to the review and approval of the DEPARTMENT through the Project Officer <br /> or other designated official to whom the RECIPIENT shall report and be responsible. In the event there is <br /> a dispute with regard to the extent and character of the work to be done, the determination of the Project <br /> Officer or other designated official as to the extent and character of the work to be done shall govern. <br /> The RECIPIENT shall have the right to appeal decisions as provided for below. <br /> Q. DISPUTES <br /> Except as otherwise provided in this agreement, any dispute concerning a question of fact arising <br /> under this agreement which is not disposed of in writing shall be decided by the Project Officer or other <br /> designated official who shall provide a written statement of decision to the RECIPIENT. The decision of <br /> the Project Officer or other designated official shall be final and conclusive unless, within thirty days from <br /> the date of receipt of such statement, the RECIPIENT mails or otherwise furnishes to the Director of the <br /> DEPARTMENT a written appeal. <br /> In connection with appeal of any proceeding under this clause, the RECIPIENT shall have the <br /> opportunity to be heard and to offer evidence in support of this appeal. The decision of the Director or <br /> duly authorized representative for the determination of such appeals shall be final and conclusive. <br /> Appeals from the Director's determination shall be brought in the Superior Court of Thurston County. <br /> Review of the decision of the Director will not be sought before either the Pollution Control Hearings <br /> Board or the Shoreline Hearings Board. Pending final decision of dispute hereunder, the RECIPIENT <br /> shall proceed diligently with the performance of this agreement and in accordance with the decision <br /> rendered. <br /> R. CONFLICT OF INTEREST <br /> No officer, member, agent, or employee of either party to this agreement who exercises any <br /> function or responsibility in the review, approval, or carrying out of this agreement, shall participate in any <br /> decision which affects his/her personal interest or the interest of any corporation, partnership or <br /> association in which he/she is, directly or indirectly interested; nor shall he/she have any personal or <br /> pecuniary interest, direct or indirect, in this agreement or the proceeds thereof. <br /> S. INDEMNIFICATION <br /> 1. The DEPARTMENT shall in no way be held responsible for payment of salaries, <br /> consultant's fees, and other costs related to the project described herein, except as provided in the Scope <br /> of Work. <br /> 2. To the extent that the Constitution and laws of the State of Washington permit, each party <br /> shall indemnify and hold the other harmless from and against any liability for any or all injuries to persons <br /> or property arising from the negligent act or omission of that party or that party's agents or employees <br /> arising out of this agreement. <br /> T. GOVERNING LAW <br /> This agreement shall be governed by the laws of the State of Washington. <br /> U. SEVERABILITY <br /> If any provision of this agreement or any provision of any document incorporated by reference <br /> shall be held invalid, such invalidity shall not affect the other provisions of this agreement which can be <br /> given effect without the invalid provision, and to this end the provisions of this agreement are declared to <br /> be severable. <br /> 20 <br /> 5 <br />