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to the WTSC Director, The SU8-REclpl€Nls appeal shall be decided in wriring by the Director or
<br />designee within 3o days af receipt of the appeal by the Director. The decision shall be binding
<br />upon the $uB-RECIptENT and the sUB-REC|ptENT shall abide by the decision.
<br />14.2. Performance During Dispute. unless ntherwise directed by wrsc, the sUB-RECIpIENT shall
<br />contanue p*rformance 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 tc conforrn to those laws.
<br />15.?. ln the event of an inconsistenry in the ternrs af this Agreernent, or between its terms and
<br />any applicable statute or rul€, the inconsistency shall be resolved by giving precedence in the
<br />following order:
<br />15.?.1. Applicable federal and state statutes and rules
<br />15"2.2. Terms and Conditions of this A,greement
<br />15.2.3. Any Arnendment 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. tt{coME
<br />Any income earned by the suB.R[ctplENT from the conduct of the sow {e.g., sale of
<br />publications, registration fees, or service chargel) must be accounted for, and that income must
<br />be applied to project purposes or used to reduce project costs.
<br />x7. rNpgMNtFtcATtoN
<br />17.1. To the fullest ext€nt permitted by law, the 5UB-REC|PIENT 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, losseg, 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-R€CIPIENT'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 conn*ction with, or incident to the acts or amissions of
<br />the SUB-RECIPIENT, its officers, employees, agents, contractors, and subcontractors. Frovided,
<br />however, that nothing herein shall require the SUB-RECIPIENT to indemnify and hold harmless
<br />or defend the WT$C, 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 agent$; and provided
<br />further that if such claims result from thE concurrent negligence of {a} the SUB-RECIplENT, its
<br />officers, employees, agents, contrastors, or subcontractors, and {b}the wrsc, its officers,employees, or agente, or involves those actions covered by RCW 4.24.L:l:S, the indemnity
<br />provisions provided herein shall be valid and enforceable only to the extent of the negligence of
<br />the SuB-REC|plgNT, its officers, employees, agents, contractors, or rubcontractors.
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