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to the WTSC Director. The SUB -RECIPIENT'S appeal shall be decided in writing by the Director or
<br />designee within 30 days of receipt of the appeal by the Director. The decision shall be binding
<br />upon the SUB -RECIPIENT and the SUB -RECIPIENT shall abide by the decision.
<br />14.2. 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 />15. GOVERNANCE
<br />15.1. This Agreement is entered into pursuant to and under the authority granted by the laws
<br />of the state of Washington and any applicable federal laws. The provisions of this Agreement
<br />shall be construed to conform to those laws.
<br />15.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and
<br />any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
<br />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 />16. INCOME
<br />Any income earned by the SUB -RECIPIENT from the conduct of the SOW (e.g., sale of
<br />publications, registration fees, or service charges) must be accounted for, and that income must
<br />be applied to project purposes or used to reduce project costs.
<br />17. INDEMNIFICATION
<br />17.1. To the fullest extent permitted by law, the SUB -RECIPIENT shall indemnify and hold
<br />harmless the WTSC, its officers, employees, and agents, and process and defend at its own
<br />expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages,
<br />or costs of whatsoever kind ("claims") brought against WTSC arising out of or in connection
<br />with this Agreement and/or the SUB-RECIPIENT's performance or failure to perform any aspect
<br />of the Agreement. This indemnity provision applies to all claims against WTSC, its officers,
<br />employees, and agents arising out of, in connection with, or incident to the acts or omissions of
<br />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
<br />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
<br />further that if such claims result from the concurrent negligence of (a) the SUB -RECIPIENT, its
<br />officers, employees, agents, contractors, or subcontractors, and (b) the WTSC, its officers,
<br />employees, or agents, or involves those actions covered by RCW 4.24.115, the indemnity
<br />provisions provided herein shall be valid and enforceable only to the extent of the negligence of
<br />the SUB -RECIPIENT, its officers, employees, agents, contractors, or subcontractors.
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