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19. INDEMNIFICATION
<br /> 19.1. To the fullest extent permitted by law,the SUB-RECIPIENT shall indemnify and hold harmless the
<br /> WTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims,
<br /> demands, suits at law or equity, actions,penalties, losses, damages, or costs of whatsoever kind("claims")
<br /> brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT's
<br /> performance or failure to perform any aspect of the Agreement. This indemnity provision applies to all
<br /> claims against WTSC, its officers, employees, and agents arising out of, in connection with, or incident to the
<br /> acts or omissions of the SUB-RECIPIENT, its officers, employees, agents, contractors, and subcontractors.
<br /> Provided,however,that nothing herein shall require the SUB-RECIPIENT to indemnify and hold harmless
<br /> or defend the WTSC, its agents, employees, or officers to the extent that claims are caused by the negligent
<br /> acts or omissions of the WTSC, its officers, employees or agents; and provided further that if such claims
<br /> result from the concurrent negligence of(a)the SUB-RECIPIENT, its officers, employees, agents,
<br /> contractors, or subcontractors, and(b)the WTSC, its officers, employees, or agents, or involves those actions
<br /> covered by RCW 4.24.115,the indemnity provisions provided herein shall be valid and enforceable only to
<br /> the extent of the negligence of the SUB-RECIPIENT, its officers, employees, agents, contractors, or
<br /> subcontractors.
<br /> 19.2. The SUB-RECIPIENT waives its immunity under Title 51 RCW to the extent it is required to
<br /> indemnify, defend, and hold harmless the WTSC, its officers, employees, or agents.
<br /> 19.3. The indemnification and hold harmless provision shall survive termination of this Agreement.
<br /> 20. INDEPENDENT CAPACITY
<br /> The employees or agents of each Party who are engaged in the performance of this Agreement shall continue
<br /> to be employees or agents of that Party and shall not be considered for any purpose to be employees or agents
<br /> of the other Party.
<br /> 21.INSURANCE COVERAGE
<br /> 21.1. The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW,Industrial Insurance, if
<br /> required by law.
<br /> 21.2. If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW,prior
<br /> to the start of any performance of work under this Agreement,the SUB-RECIPIENT shall provide WTSC
<br /> with proof of insurance coverage (e.g.,vehicle liability insurance,private property liability insurance, or
<br /> commercial property liability insurance), as determined appropriate by WTSC,which protects the SUB-
<br /> RECIPIENT and WTSC from risks associated with executing the SOW associated with this Agreement.
<br /> 22. LICENSING,ACCREDITATION,AND REGISTRATION
<br /> The SUB-RECIPIENT shall comply with all applicable local, state, and federal licensing,accreditation, and
<br /> . registration requirements and standards necessary for the performance of this Agreement. The SUB-
<br /> RECIPIENT shall complete registration with the Washington State Department of Revenue, if required, and
<br /> be responsible for payment of all taxes due on payments made under this Agreement.
<br /> 23. RECORDS MAINTENANCE
<br /> 23.1.During the term of this Agreement and for six years thereafter,the SUB-RECIPIENT shall maintain
<br /> books,records, documents, and other evidence that sufficiently and properly reflect all direct and indirect
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