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17. GOVERNING LAW AND VENUE
<br />This Grant shall be construed and interpreted in accordance with the laws of the state of Washington ,
<br />and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
<br />18. INDEMNIFICATION
<br />To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the
<br />state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of
<br />the state, from and against all claims for injuries or death arising out of or resulting from the
<br />performance of the Grant. "Claim" as used in this Grant, means any financial loss, claim , suit, action,
<br />damage, or expense , including but not limited to attorney's fees , attributable for bodily injury,
<br />sickness , disease , or death, or injury to or the destruction of tangible property including loss of use
<br />resulting therefrom .
<br />The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's
<br />agents, employees, representatives, or any subgrantee/subcontractor or its employees.
<br />Grantee expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out
<br />of or incident to Grantee's or any subgrantee's/subcontractor's performance or failure to perform the
<br />Grant. Grantee's obligation to indemnify, defend, and hold harmless the State shall not be eliminated
<br />or reduced by any actual or alleged concurrent negligence of State or its agents, agencies,
<br />employees and officials.
<br />The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend
<br />and hold harmless the state and its agencies, officers, agents or employees .
<br />19. INDEPENDENT CAPACITY OF THE CONTRACTOR
<br />The parties intend that an independent contractor relationship will be created by this Grant. The
<br />Grantee and its employees or agents performing under this Grant are not employees or agents of the
<br />state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer
<br />or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee
<br />make any claim of right, privilege or benefit which would accrue to such officer or employee under
<br />law. Conduct and control of the work will be solely with the Grantee .
<br />20. INDIRECT COSTS
<br />The Grantee shall provide their indirect cost rate that has been negotiated between their entity and
<br />the Federal Government. If no such rate exists a de minimis indirect cost rate of 10% of modified
<br />total direct costs (MTDC) will be used.
<br />21. INDUSTRIAL INSURANCE COVERAGE
<br />The Grantee shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
<br />Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf
<br />of its employees as may be required by law, COMMERCE may collect from the Grantee the full
<br />amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount
<br />owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE
<br />under this Grant, and transmit the deducted amount to the Department of labor and Industries , (L&I)
<br />Division of Insurance Services. This provision does not waive any of L&I 's rights to collect from the
<br />Grantee.
<br />22. LAWS
<br />The Grantee shall comply with all applicable laws, ordinances, codes, regulations, and policies of
<br />local, state, and federal governments, as now or hereafter amended, including, but not limited to:
<br />United States Laws, Regulati ons and Circulars (Federa l)
<br />A. Audits
<br />• 2 CFR Part 200 .
<br />B. Environmental Protection and Review
<br />• Coastal Barrier Resources Act of 1982 ,16 U.S.C. 3501 et seq.
<br />• HUD's implementing regulations at 24 CFR parts 50 or 58, as appropriate.
<br />• Lead Based Paint Poisoning Prevention Act, 42 U.S.C. 4821-4846 also 24 CFR 982.4010).
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