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12. COST PRINCIPLES <br /> Costs incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E. <br /> 13. COVENANT AGAINST CONTINGENT FEES <br /> The SUB-RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission, brokerage, <br /> or contingent fee to solicit or secure this Agreement or to obtain approval of any application for federal <br /> financial assistance for this Agreement. The WTSC shall have the right, in the event of breach of this section <br /> 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 and <br /> conclusive, unless within 10 days from the date of the SUB-RECIPIENT's receipt of WTSC's written decision, <br /> the SUB-RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT's appeal shall be <br /> decided in writing by the Director or designee within 30 days of receipt of the appeal by the Director.The <br /> decision shall be binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abide by 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 <br /> conform to those laws. <br /> 15.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and any <br /> applicable 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 />