|
<br />
<br />________________________________________________________________________________________________________ Page 9 of 17
<br />12. DISPUTES
<br />In the event that a dispute arises under this Subgrant, the parties will use their best efforts to amicably resolve any
<br />dispute, including use of alternative dispute resolution options. In the event that a dispute arises under the Commerce
<br />Grant, Subgrant shall cooperate with AWC in resolving the dispute thereunder, providing documentation and other
<br />information as requested by AWC. In the event that Commerce seeks to enforce Subgrant’s obligations hereunder,
<br />Subgrantee shall use its best efforts to amicably resolve such dispute, including use of alternative dispute resolution
<br />options.
<br />
<br />13. DUPLICATE PAYMENT
<br />AWC shall not pay the Subgrantee, if the Subgrantee has charged or will charge the State of Washington or any other
<br />party under any other Subgrant or agreement, for the same services or expenses.
<br />
<br />14. GOVERNING LAW AND VENUE
<br />This Subgrant shall be construed and interpreted in accordance with the laws of the state of Washington, and the
<br />venue of any action brought hereunder shall be in the Superior Court for Thurston County.
<br />
<br />15. INDEMNIFICATION
<br />To the fullest extent permitted by law, the Subgrantee shall indemnify, defend, and hold harmless the state of
<br />Washington, C ommerce, AWC, agencies of the state and all officials, agents and employees of the state and AWC,
<br />from and against all claims for injuries or death arising out of or resulting from the performance of the Subgrant.
<br />“Claim” as used in this Subgrant, means any financial loss, claim, suit, action, damage, or expense, including but not
<br />limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of
<br />tangible property including loss of use resulting therefrom.
<br />
<br />The Subgrantee’s obligation to indemnify, defend, and hold harmless includes any claim by Subgrantee’s agents,
<br />employees, representatives, or any subgrantee or its employees.
<br />
<br />The Subgrantee’s obligation shall not include such claims that may be caused by the sole negligence of the State or
<br />AWC or their agencies, officials, agents, and employees. If the claims or damages are caused by or result from the
<br />concurrent negligence of (a) the State, AWC or their agents or employees and (b) the Subgrantee, its subcontractors,
<br />agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of
<br />the Subgrantee or its subgrantees, agents, or employees.
<br />
<br />The Subgrantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold
<br />harmless the state and its agencies, officers, agents or employees.
<br />
<br />16. INDEPENDENT CAPACITY OF THE SUBGRANTEE
<br />The parties intend that an independent Subgrantee relationship will be created by this Subgrant. The Subgrantee and
<br />its employees or agents performing under this Subgrant are not employees or agents of the state of Washington,
<br />Commerce, or AWC. The Subgrantee will not hold itself out as or claim to be an officer or employee of C ommerce,
<br />AWC, or of the state of Washington by reason hereof, nor will the Subgrantee make any claim of right, privilege or
<br />benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with
<br />the Subgrantee.
<br />
<br />17. INDUSTRIAL INSURANCE COVERAGE
<br />The Subgrantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Subgrantee
<br />fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may
<br />be required by law, AWC may collect from the Subgrantee the full amount payable to the Industrial Insurance
<br />Accident Fund. AWC may deduct the amount owed by the Subgrantee to the accident fund from the amount payable
<br />to the Subgrantee by AWC under this Subgrant, and transmit the deducted amount to the Department of Labor and
<br />Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the
<br />Subgrantee.
<br />
<br />18. LAWS
<br />The Subgrantee shall comply with all applicable laws, ordinances, codes, regulations and policies of local, state, and
<br />federal governments, as now or hereafter amended.
<br />
<br />19. LICENSING, ACCREDITATION AND REGISTRATION
<br />The Subgrantee shall comply with all applicable local, state, and federal licensing, accreditation and registration
<br />requirements or standards necessary for the performance of this Subgrant.
<br />Docusign Envelope ID: E11F3824-B57B-4827-BEDB-7B35A1462326
|