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to defend or indemnify the STATE and the AGENCY and their officers and employees against and ttold harmless
<br />the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
<br />the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
<br />agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom
<br />the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
<br />by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees,
<br />sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
<br />liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or
<br />vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense
<br />and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or
<br />the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier,
<br />or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
<br />AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier.
<br />The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers
<br />and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the
<br />alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
<br />proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's
<br />agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the
<br />CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
<br />use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
<br />communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT;
<br />provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
<br />improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
<br />inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply
<br />with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and
<br />employees by the CONSULTANT, its agents, employees, sub -consultants, subcontractors or vendors, of any tier,
<br />or any other persons for whom the CONSULTANT may be legally liable.
<br />The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor.
<br />Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
<br />discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
<br />examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
<br />any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
<br />The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own
<br />employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification
<br />and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51
<br />RCW. This waiver has been mutually negotiated by the Parties.
<br />Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of
<br />construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
<br />supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract
<br />administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
<br />construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance
<br />with the contract documents.
<br />The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise
<br />required, the following insurance with companies or through sources approved by the State Insurance
<br />Commissioner pursuant to Title 48 RCW.
<br />Agreement Number: KCPW2017-19ENV1
<br />Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14
<br />Revised 4/10/2015
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