SH19-001 HVE-2349-Kittitas CSO_IAA_Region 12

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19.2.The SUB-RECIPIENT waives its immunity under Title 51 RCW to the extent it is required toindemnify,defend,and hold harmless the WTSC,its officers,employees,or agents. 19.3.The indemnification and hold harmless provision shall survive termination of this Agreement. 20.INDEPENDENT CAPACITY The employees or agents of each Party who are engaged in the performance of this Agreement shall continue to be employees or agents of that Party and shall not be considered for any purpose to be employees or agentsoftheotherParty. 21.INSURANCE COVERAGE 21.1.The SUB-RECIPIENT shall comply with the provisions of Title 51 RCW,Industrial Insurance,ifrequiredbylaw. 21.2.If the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW,prior to the start of any performance of work under this Agreement,the SUB-RECIPIENT shall provide WTSCwithproofofinsurancecoverage(e.g.,vehicle liability insurance,private property liability insurance,orcommercialpropertyliabilityinsurance),as determined appropriate by WTSC,which protects the SUB-RECIPIENT and WTSC from risks associated with executing the SOW associated with this Agreement. 22.LICENSING,ACCREDITATION,AND REGISTRATION The SUB-RECIPIENT shall comply with all applicable local,state,and federal licensing,accreditation,andregistrationrequirementsandstandardsnecessaryfortheperformanceofthisAgreement.The SUB-RECIPIENT shall complete registration with the Washington State Department of Revenue,if required,and be responsible for payment of all taxes due on payments made under this Agreement. 23.RECORDS MAINTENANCE 23.1.During the term of this Agreement and for six years thereafter.the SUB-RECIP[ENT shall maintain books,records,documents,and other evidence that sufficiently and properly rellect all direct and indirect costs expended in the performance ofthe services described herein.These records shall be subject toinspection,review,or audit by authorized personnel of the WTSC,the Office of the State Auditor,andfederalofficialssoauthorizedbylaw.All books,records,documents,and other material relevant to thisAgreementwillberetainedforsixyearsafterexpiration.The Office of the State Auditor,federal auditors, the WTSC,and any duly authorized representatives shall have full access and the right to examine any of these materials during this period. 23.2.Records and other documents,in any medium,furnished by one Party to this Agreement to the otherParty,will remain the property of the furnishing Party,unless otherwise agreed.The receiving Party will not disclose or make available this material to any third Parties without first giving notice to the furnishing Partyandgivingthemareasonableopportunitytorespond.Each Party will utilize reasonable security procedures and protections to assure that records and documents provided by the other Party are not erroneously disclosed to third Parties. 24.RIGHT OF INSPECTION The SUB-RECIPIENT shall provide right of access to its facilities to the WTSC or any of its officers,or toanyotherauthorizedagentorofficialofthestateofWashingtonorthefederalgovernment,at all reasonable