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Docusign Envelope ID: 1OBC9C18-B2D4-4ECE-8COA-D7C9B69F3F42
<br />The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial
<br />tribunal.
<br />Nothing in this Grant Agreement shall be construed to limit the parties' choice of a mutually
<br />acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure
<br />outlined above.
<br />19. DUPLICATE PAYMENT
<br />COMMERCE shall not pay the GRANTEE, if the GRANTEE has charged or will charge the State of
<br />Washington or any other party under any other grant, subgrant/subcontract, contract, or agreement,
<br />for the same services or expenses. The GRANTEE certifies that work to be performed under this
<br />Grant Agreement does not duplicate any work to be charged against any other grant,
<br />subgrant/subcontract, contract, or agreement.
<br />20. GOVERNING LAW AND VENUE
<br />This Grant Agreement shall be construed and interpreted in accordance with the laws of the State of
<br />Washington, and the venue of any action brought hereunder shall be in the Superior Court for
<br />Thurston County.
<br />21. INDEMNIFICATION
<br />To the fullest extent permitted by law, the GRANTEE shall indemnify, defend, and hold harmless the
<br />State of Washington, COMMERCE, agencies of the State, and all officials, agents, employees, and
<br />representatives of the State, from and against all Claims for injuries or death arising out of or resulting
<br />from the performance of the Grant Agreement.
<br />The GRANTEE'S obligation to indemnify, defend, and hold harmless includes any Claim by any and
<br />all of GRANTEE'S agents, employees, representatives, and/or subgrantee(s)/subcontractor(s) (and
<br />their agents, employees, and representatives, to the extent that GRANTEE is using any
<br />subgrantee/subcontractor for the Project).
<br />The GRANTEE'S obligations shall not include such Claims that may be caused by the sole
<br />negligence of the State and its agencies, officials, agents, and/or employees. If the Claims or
<br />damages are caused by or result from the concurrent negligence of (a) the State, its agents, and/or
<br />employees and (b) the GRANTEE, its subgrantees/subcontractors, agents, and/or employees, this
<br />indemnity provision shall be valid and enforceable only to the extent of the negligence of the
<br />GRANTEE (and/or its subgrantees/subcontractors) and their agents, officers, representatives, and/or
<br />employees.
<br />The GRANTEE waives its immunity under RCW 51 to the extent it is required to indemnify, defend,
<br />and hold harmless the State and its agencies, officers, agents, and/or employees.
<br />22. INDEPENDENT CAPACITY OF THE GRANTEE
<br />The parties intend that an independent contractor relationship will be created by this Grant
<br />Agreement. The GRANTEE and its employees, officers, representatives, and/or agents performing
<br />under this Grant Agreement are not employees or agents of the State of Washington or
<br />COMMERCE. The GRANTEE will not hold itself out as or claim to be an officer or employee of
<br />COMMERCE or of the State of Washington by reason hereof, nor will the GRANTEE make any claim
<br />of right, privilege, or benefit which would accrue to such officer or employee under law. Conduct and
<br />control of the work associated with the Project will be solely with the GRANTEE.
<br />23. INDUSTRIAL INSURANCE COVERAGE
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