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decision, the S UB-RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT's
<br />appeal shall be dec ided in writing by the Director or des ignee within 30 da ys of re ceipt o f th e appeal by the
<br />Dire ctor. The decision shall be bind ing upo n the S UB-RECIPIENT and the SUB-RECIPIENT shal l abide by
<br />the decision .
<br />16 .2. Performance During Dis pute . Unl ess otherwise d irected by WTSC , the SUB-RECIPIENT shall
<br />co ntinue performance under this Agreement while matters in dispute are being resolved .
<br />17. GOVERNA.NCE
<br />17.1. This Agreement is en te red into pursuant to and under the authority granted by the laws of the state of
<br />Washington and any applicable federal la ws. The provi s ion s o f this Agreement shall be construed to confonn
<br />to those laws .
<br />17.2. In the eve nt 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 follow ing order:
<br />17.2.1. Appl icable federal and state statutes and rules
<br />17.2.2. Terms and Conditions of th is Agreement
<br />17.2.3. Any Amendment exe cuted under this Agreement
<br />17.2.4. Any SOW executed under this Agreement
<br />17.2.5. Any other provis io ns of the Agreement, including mater ial s 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 appl ied to project
<br />purposes or used to reduce project cost s.
<br />19. INDEMNIFICATION
<br />19.1. To the fullest extent permitted by law , the S UB-RECIPIENT shall in demnify and hold harm less the
<br />WTSC , its officers , empl oyee s, and agents, and process and defend at its own expense any and all claims ,
<br />demands , su its at la w 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's
<br />performance or failure to perform any aspect of the Agreement. This indemnity provision applies to all
<br />claims against WTSC, its officers , empl oyees , and agents arising out of, in connection with , or incident to the
<br />acts or omissions of the SUB-RECIPIENT, its officers, emplo yees , agents , contractors, and subcontractors.
<br />Prov ided , 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 cla im s 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 act io ns
<br />covered by RCW 4 .24 .115 , the indemnity provisions prov ided 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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