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3. The undersigned shall require that the language of this certification be included in the award <br /> documents for all sub-award at all tiers (including subcontracts, subgrants, and contracts under <br /> grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose <br /> accordingly. <br /> This certification is a material representation of fact upon which reliance was placed when this <br /> transaction was made or entered into. Submission of this certification is a prerequisite for <br /> making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any <br /> person who fails to file the required certification shall be subject to a civil penalty of not less than <br /> $10,000 and not more than $100,000 for each such failure. <br /> GOVERNANCE <br /> This Agreement is entered into pursuant to and under the authority granted by the laws of the <br /> state of Washington and any applicable federal laws. The provisions of this Agreement shall be <br /> construed to conform to those laws. <br /> 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 <br /> following order: <br /> a. Applicable state and federal statutes and rules; <br /> b. Terms and Conditions of this agreement; <br /> c. Any Amendment executed under this Contract; <br /> d. Any Statement of Work executed under this Contract; and <br /> e. Any other provisions of the agreement, including materials incorporated by reference. <br /> INCOME <br /> Income earned by the AGENCY with respect to the conduct of the Statement of Work (e.g. sale <br /> of publications, registration fees, service charges) must be accounted for and income applied to <br /> project purposes or used to reduce project costs. <br /> INDEMNIFICATION <br /> To the fullest extent permitted by law, the AGENCY shall indemnify, defend, and hold harmless <br /> state, agencies of state and all officials, agents and employees of state, from and against all <br /> claims for injuries or death arising out of or resulting from the performance of the Contract. The <br /> AGENCY's obligation to indemnify, defend, and hold harmless includes any claim by the <br /> AGENCY's agents, employees, representatives, or any subAGENCY or its employees. <br /> The AGENCY expressly agrees to indemnify, defend, and hold harmless the state for any claim <br /> arising out of or incident to AGENCY's or any subAGENCY's performance or failure to perform <br /> the Contract. <br /> The AGENCY waives its immunity under Title 51 RCW to the extent it is required to indemnify, <br /> defend and hold harmless state and its agencies, officials, agents or employees. <br /> INDEPENDENT CAPACITY <br /> The employees or agents of each party who are engaged in the performance of this Agreement <br /> shall continue to be employees or agents of that party and shall not be considered for any <br /> purpose to be employees or agents of the other party. <br /> LICENSING, ACCREDITATION AND REGISTRATION <br /> The AGENCY shall comply with all applicable local, state, and federal licensing, accreditation <br /> and registration requirements/standards, necessary for the performance of this contract. <br /> 7 <br />