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federal financial assistance for this Agreement. The WTSC shall have the right, in the event of breach of this
<br /> section by the SUB-RECIPIENT,to annul this Agreement without liability.
<br /> 14. DISPUTES
<br /> 14.1.Disputes arising in the performance of this Agreement,which are not resolved by agreement of the
<br /> Parties, shall be decided in writing by the WTSC Deputy Director or designee. This decision shall be final
<br /> and conclusive, unless within 10 days from the date of the SUB-RECIPIENT's receipt of WTSC's written
<br /> decision,the SUB-RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT's
<br /> appeal shall be decided in writing by the Director or designee within 30 days of receipt of the appeal by the
<br /> Director. The decision shall be binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abide by
<br /> the decision.
<br /> 14.2. Performance During Dispute.Unless otherwise directed by WTSC,the SUB-RECIPIENT shall continue
<br /> performance under this Agreement while matters in dispute are being resolved.
<br /> 15. GOVERNANCE
<br /> 15.1.This Agreement is entered into pursuant to and under the authority granted by the laws of the state of
<br /> Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform
<br /> to those laws.
<br /> 15.2.In the event of an inconsistency in the terms of this Agreement,or between its terms and any applicable
<br /> statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
<br /> 15.2.1. Applicable federal and state statutes and rules
<br /> 15.2.2. Terms and Conditions of this Agreement
<br /> 15.2.3.Any Amendment executed under this Agreement
<br /> 15.2.4. Any SOW executed under this Agreement
<br /> 15.2.5. Any other provisions of the Agreement, including materials incorporated by reference
<br /> 16.INCOME
<br /> Any income earned by the SUB-RECIPIENT from the conduct of the SOW(e.g., sale of publications,
<br /> registration fees, or service charges)must be accounted for, and that income must be applied to project
<br /> purposes or used to reduce project costs.
<br /> 17.INDEMNIFICATION
<br /> 17.1. 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 claims
<br /> against WTSC, its officers, employees,and agents arising out of, in connection with, or incident to the acts or
<br /> omissions of the SUB-RECIPIENT,its officers,employees, agents,contractors,and subcontractors. Provided,
<br /> however,that nothing herein shall require the SUB-RECIPIENT to indemnify and hold harmless or defend
<br /> the WTSC, its agents,employees,or officers to the extent that claims are caused by the negligent acts or
<br /> omissions of the WTSC,its officers, employees or agents; and provided further that if such claims result from
<br /> the concurrent negligence of(a)the SUB-RECIPIENT, its officers,employees, agents, contractors,or
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