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decision,the SUB-RECIPIENT furnishes a written appeal to the WTSC Director.The SUB-RECIPIENT's
<br />appeal shall be decided in writing by the Director or designee within 30 days of receipt of the appeal by the
<br />Director.The decision shall be binding upon the SUB-RECIPIENT and the SUB-RECIPIENT shall abide by
<br />the decision.
<br />16.2.Performance During Dispute.Unless otherwise directed by WTSC,the SUB-REClPIENT shall
<br />continue 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
<br />to 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,
<br />registration fees,or service charges)must be accounted for,and that income must be applied to project
<br />purposes or used to 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
<br />WTSC,its officers,employees,and agents,and process and defend at its own expense any and all claims,
<br />demands,suits at law or equity,actions,penalties,losses,damages,or costs of whatsoever kind ("claims")
<br />brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT'sperformanceorfailuretoperformanyaspectoftheAgreement.This indemnity provision applies to all
<br />claims against WTSC,its officers,employees,and agents arising out of,in connection with,or incident to the
<br />acts or omissions of the SUB-RECIPIENT,its officers,employees,agents,contractors,and subcontractors.
<br />Provided,however,that nothing herein shall require the SUB-RECIPIENT to indemnify and hold harmless
<br />or defend the WTSC,its agents,employees,or officers to the extent that claims are caused by the negligent
<br />acts or omissions of the WTSC,its officers,employees or agents;and provided further that if such claims
<br />result from the concurrent negligence of (a)the SUB-RECIPIENT,its officers,employees,agents,
<br />contractors,or subcontractors,and (b)the WTSC,its officers,employees,or agents,or involves those actions
<br />covered by RCW 4.24.115,the indemnity provisions provided herein shall be valid and enforceable only to
<br />the extent of the negligence of the SUB-RECIPIENT,its officers,employees,agents,contractors,or
<br />subcontractors.
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