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subcontractors. Provided, however, that nothing herein shall require the SUB-RECIPIENT to indemnify and
<br /> hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims are caused by
<br /> the negligent acts or omissions of the WTSC, its officers, employees or agents; and provided further that if
<br /> such claims result from the concurrent negligence of(a)the SUB-RECIPIENT, its officers, employees,
<br /> agents, contractors, or subcontractors, and(b)the WTSC, its officers, employees, or agents, or involves those
<br /> actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable
<br /> only to the extent of the negligence of the SUB-RECIPIENT, its officers, employees, agents, contractors, or
<br /> subcontractors.
<br /> 19.2. The SUB-RECIPIENT waives its immunity under Title 51 RCW to the extent it is required to
<br /> indemnify, defend, and hold harmless the WTSC, its officers, employees, or agents.
<br /> 19.3. The indemnification and hold harmless provision shall survive termination of this Agreement.
<br /> 20. INDEPENDENT CAPACITY
<br /> The employees or agents of each Party who are engaged in the performance of this Agreement shall continue
<br /> to be employees or agents of that Party and shall not be considered for any purpose to be employees or
<br /> agents of the other Party.
<br /> 21. INSURANCE COVERAGE
<br /> 21.1. The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW, Industrial Insurance, if
<br /> required by law.
<br /> 21.2. If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior
<br /> to the start of any performance of work under this Agreement,the SUB-RECIPIENT shall provide WTSC
<br /> with 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 /> 22. 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 /> 23. RECORDS MAINTENANCE
<br /> 23.1. 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,
<br /> the WTSC, and any duly authorized representatives shall have full access and the right to examine any of
<br /> these materials during this period.
<br /> 23.2. Records and other documents, in any medium, furnished by one Party to this Agreement to the other
<br /> Party, will remain the property of the furnishing Party,unless otherwise agreed. The receiving Party will not
<br /> disclose or make available this material to any third Parties without first giving notice to the furnishing Party
<br /> and giving them a reasonable opportunity to respond. Each Party will utilize reasonable security procedures
<br /> and protections to assure that records and documents provided by the other Party are not erroneously
<br /> disclosed to third Parties.
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