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17.1. To the fullest extent permitted by law, the SUB-RECIPIENT shall indemnify and hold harmless the WTSC, its officers,
<br />employees, and agents, and process and defend at its own expense any and all claims, demands, suits at law or equity,
<br />actions, penalties, losses, damages, or costs of whatsoever kind ("claims") brought against WTSC arising out of or in
<br />connection with this Agreement and/or the SUB-RECIPIENT's performance or failure to perform any aspect of the Agreement.
<br />This indemnity provision applies to all claims against WTSC, its officers, employees, and agents arising out of, in connection
<br />with, or incident to 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 hold harmless or
<br />defend the WTSC, its agents, employees, or officers to the extent that claims are caused by the negligent acts or omissions of
<br />the WTSC, its officers, employees or agents; and provided further that if such claims result from the concurrent negligence of
<br />(a) the SUB-RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and (b)the WTSC, its officers,
<br />employees, oragents, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shallbe
<br />valid and enforceable only to the extent of the negligence of the SUB- RECIPIENT, its officers, employees, agents,
<br />contractors, or subcontractors.
<br />17.2 TheSUB-RECIP|ENTagreesthatitsobligationsunderthisSectionextendtoanyclaim,demandand/orcauseofaction
<br />brought by, or on behalf of, any of its employees or agents in the performance of this agreement. For this purpose, the SUB-
<br />RECIPIENT, by mutual negotiation, hereby waives with respect to WTSC only, any immunity that would othenruise be
<br />available to it against such claims under the lndustrial lnsurance provisions chapter 51.12 RCW.
<br />17.3 The indemnification and hold harmless provision shall survive termination of this Agreement.
<br />1 8. INDEPENDENT CAPACITY
<br />The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be
<br />employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party
<br />l9,INSURANCE COVERAGE
<br />191 TheSUB-RECIPIENTshallcomplywiththeprovisionsof Title5l RCW, lndustrial lnsurance,if requiredbylaw.
<br />19 2 lf the SUB-RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior to the start of any
<br />performance of work under this Agreement, the SUB-RECIPIENT shall provide WTSC with proof of insurance coverage (e.g.,
<br />vehicle liability insurance, private property liability insurance, or commercial property liability insurance), as determined
<br />appropriate by WTSC, which protects the SUB-RECIPIENT and WTSC from risks associated with executing the SOW
<br />associated with this Agreement.
<br />20. LICENSING, ACCREDITATION, AND REGISTRATION
<br />The SUB-RECIPIENT shall comply with all applicable local, state, and federal licensing, accreditation, and registration
<br />requirements and standards necessary for the performance of this Agreement. The SUB-RECIPIENT shall complete
<br />registration with the Washington State Department of Revenue, if required, and be responsible for payment of all taxes due
<br />on payments made under this Agreement.
<br />21. RECORDS MAINTENANCE
<br />2'l 1. During the term of this Agreement and for six years thereafter, the SUB-RECIPIENT shall maintain books, records,
<br />documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended in the performance
<br />of the services described herein. These records shall be subject to inspection, review, or audit by authorized personnel of the
<br />WTSC, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other
<br />material relevant to this Agreement will be retained for six years after expiration. The Office of the State Auditor, federal
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