|
WEMS
<br />shall be brought in the superior court situated in Thurston County, Washington.
<br />15. GOVERNANCE
<br />15.1. This Agreement is entered into pursuant to and under the authority granted by the laws of the state
<br />of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to
<br />conform to those laws.
<br />15.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and any
<br />applicable 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 />16. 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, reported to WTSC, and that income must be
<br />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 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
<br />("claims") brought against WTSC arising out of or in connection with this Agreement and/or the SUB-
<br />RECIPIENT's performance or failure to perform any aspect of the Agreement. This indemnity provision
<br />applies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with,
<br />or incident to the acts or omissions of the SUB -RECIPIENT, its officers, employees, agents, contractors,
<br />and subcontractors. Provided, however, that nothing herein shall require the SUB -RECIPIENT to indemnify
<br />and hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims are
<br />caused by 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
<br />(a) the SUB -RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and (b) the WTSC,
<br />its officers, 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 the SUB -
<br />RECIPIENT, its officers, employees, agents, contractors, or subcontractors.
<br />Page 9 of 20
<br />
|