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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 or
<br />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, contractors,
<br />or subcontractors, and (b) the WTSC, its officers, employees, or agents, or involves those actions covered by
<br />RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of
<br />the negligence of the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors.
<br />17.2. The SUB-RECIPIENT waives its immunity under Title 51 RCW to the extent it is required to indemnify,
<br />defend, and hold harmless the WTSC, its officers, employees, or agents.
<br />17.3. The indemnification and hold harmless provision shall survive termination of this Agreement.
<br />18. INDEPENDENT CAPACITY
<br />The employees or agents of each Party who are engaged in the performance of this Agreement shall
<br />continue to be employees or agents of that Party and shall not be considered for any purpose to be
<br />employees or agents of the other Party.
<br />19. INSURANCE COVERAGE
<br />19.1. The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW, Industrial Insurance, if required
<br />by law.
<br />19.2. If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior to
<br />the start of any performance of work under this Agreement, the SUB-RECIPIENT shall provide WTSC with
<br />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 />20. 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 />21. RECORDS MAINTENANCE
<br />21.1. 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
<br />costs expended in the performance of the services described herein. These records shall be subject to
<br />inspection, review, or audit by authorized personnel of the WTSC, the Office of the State Auditor, and
<br />federal officials so authorized by law. All books, records, documents, and other material relevant to this
<br />Agreement will be retained for six years after expiration. The Office of the State Auditor, federal auditors,
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