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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 -RECIPIENT 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
<br />conform 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's
<br />performance or failure to perform any aspect of the Agreement. This indemnity provision applies to all
<br />claims against WTSC, its officers, employees, and agents arising out of, in connection with, or incident to
<br />the acts or omissions of the SUB -RECIPIENT, its officers, employees, agents, contractors, and
<br />subcontractors. Provided, however, that nothing herein shall require the SUB -RECIPIENT to indemnify and
<br />hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims are caused by
<br />the negligent acts or omissions of the WTSC, its officers, employees or agents; and provided further that if
<br />such claims result from the concurrent negligence of (a) the SUB -RECIPIENT, its officers, employees,
<br />agents, contractors, or subcontractors, and (b) the WTSC, its officers, employees, or agents, or involves
<br />those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and
<br />enforceable only to the extent of the negligence of the SUB -RECIPIENT, its officers, employees, agents,
<br />contractors, or subcontractors.
<br />19.2. The SUB -RECIPIENT waives its immunity under Title 51 RCW to the extent it is required to
<br />indemnify, defend, and hold harmless the WTSC, its officers, employees, or agents.
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