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RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT's appeal shall be decided in
<br /> writing by the Director or designee within 30 days of receipt of the appeal by the Director. The decision shall be
<br /> binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abide by the decision.
<br /> 16.2. 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 /> 17. GOVERNANCE
<br /> 17.1. 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 conform to
<br /> those laws.
<br /> 17.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable
<br /> statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
<br /> 17.2.1. Applicable federal and state statutes and rules
<br /> 17.2.2. Terms and Conditions of this Agreement
<br /> 17.2.3. Any Amendment executed under this Agreement
<br /> 17.2.4. Any SOW executed under this Agreement
<br /> 17.2.5. Any other provisions of the Agreement, including materials incorporated by reference
<br /> 18. INCOME
<br /> Any income earned by the SUB-RECIPIENT from the conduct of the SOW(e.g., sale of publications, registration
<br /> fees, or service charges)must be accounted for, and that income must be applied to project purposes or used to
<br /> reduce project costs.
<br /> 19. INDEMNIFICATION
<br /> 19.1. To the fullest extent permitted by law, the SUB-RECIPIENT shall indemnify and hold harmless the WTSC,
<br /> its officers, employees, and agents, and process and defend at its own expense any and all claims, demands, suits at
<br /> law or equity, actions, penalties, losses, damages, or costs of whatsoever kind("claims")brought against WTSC
<br /> arising out of or in connection with this Agreement and/or the SUB-RECIPIENT's performance or failure to
<br /> perform any aspect of the Agreement. This indemnity provision applies to all claims against WTSC, its officers,
<br /> employees, and agents arising out of, in connection with, or incident to the acts or omissions of the SUB-
<br /> RECIPIENT, its officers, employees, agents, contractors, and subcontractors. Provided, however, that nothing
<br /> herein shall require the SUB-RECIPIENT to indemnify and hold harmless or defend the WTSC, its agents,
<br /> employees, or officers to the extent that claims are caused by the negligent acts or omissions of the WTSC, its
<br /> officers, employees or agents; and provided further that if such claims result from the concurrent negligence of(a)
<br /> the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and(b) the WTSC, its
<br /> officers, employees, or agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions
<br /> provided herein shall be valid and enforceable only to the extent of the negligence of the SUB-RECIPIENT, its
<br /> officers, employees, agents, contractors, or subcontractors.
<br /> 19.2. 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 /> 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 to be
<br /> employees or agents of that Party and shall not be considered for any purpose to be employees or agents of the
<br /> other Party.
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