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federal financial assistance forthis Agreement. The WTSC shall have the right, in the event of breach of this
<br />section by the SUB-RECIPIENT, to annul this Agreement without liability.
<br />14. DISPUTES
<br />14.1. Disputes arising in the performance of this Agreement, which are not resolved by agreement of the
<br />Pafties, shall be decided in writing by the WTSC Deputy Director or designee. This decision shall be final
<br />and conclusive, unless within l0 days from the date of the SUB-RECIPIENT's receipt of WTSC's written
<br />decision, the SUB-RECIPIENT furnishes a written appealto 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 />l4.2.Performance During Dispute. Unless otherwise directed by WTSC, the SUB-RECIPIENT shall continue
<br />performance under this Agreement while matters in dispute are being resolved.
<br />15. GOVERNANCE
<br />15.1. 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 />l5.2.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 />15.2.1. Applicable federal and state statutes and rules
<br />15.2.2. Terms and Conditions of this Agreement
<br />15.2.3. Any Amendment executed under this Agreement
<br />15.2.4. Any SOW executed under this Agreement
<br />15.2.5. Any other provisions of the Agreement, including materials incorporated by reference
<br />l6.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 />I7. INI)CATION
<br />17.1. 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 claims
<br />against WTSC, its officers, employees, and agents arising out of, in connection with, or incident to the acts or
<br />omissions of the SUB-RECIPIENT, its officers, employees, agents, contractors, and subcontractors. Provided,
<br />however, that nothing herein shall require the SUB-RECIPIENT to indemnify and hold harmless or defend
<br />the WTSC, its agents, employees, or officers to the extent that claims are caused by the negligent acts or
<br />omissions of the WTSC, its officers, employees or agents; and provided further that if such claims result from
<br />the concurrent negligence of (a) the SUB-RECIPIENT, its officers, employees, agents, contractors, or
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