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This provision shall be included in any agreement between Sponsor and any contractors, subcontractor and vendor, of any
<br />tier.
<br />The Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims,
<br />demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other
<br />allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
<br />inventions by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any
<br />other persons for whom the Sponsor may be legally liable, in performance of the work under this Agreement or arising out of
<br />any use in connection with the Agreement of methods, processes, designs, information or other items furnished or
<br />communicated to the State, its agents, officers and employees pursuant to the Agreement. Provided, this indemnity shall not
<br />apply to any 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 resulting from the State's, its agents', officers' and
<br />employees' failure to comply with specific written instructions regarding use provided to the State, its agents, officers and
<br />employees by the Sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for
<br />whom the Sponsor may be legally liable.
<br />As part of its obligations provided above, the Sponsor specifically assumes potential liability for actions brought by the
<br />Sponsor's own employees or its agents against the State and, solely for the purpose of this indemnification and defense, the
<br />Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title 51.
<br />The funding board and RCO are included within the term State, as are all other agencies, departments, boards, councils,
<br />committees, divisions, bureaus, offices, societies, or other entities of state government.
<br />INDEPENDENT CAPACITY OF THE SPONSOR
<br />The Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the RCO
<br />or Funding Entity. The Sponsor will not hold itself out as nor claim to be an officer, employee or agent of the RCO or the
<br />Funding Entity, or of the state of Washington, nor will the Sponsor make any claim of right, privilege or benefit which would
<br />accrue to an employee under RCW 41.06.
<br />The Sponsor is responsible for withholding and/or paying employment taxes, insurance, or deductions of any kind required by
<br />federal, state, and/or local laws.
<br />CONFLICT OF INTEREST
<br />Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written
<br />notice to the Sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation
<br />of the Ethics in Public Service Act, RCW 42.52; or any similar statute involving the Sponsor in the procurement of, or
<br />performance under, this Agreement.
<br />In the event this Agreement is terminated as provided herein, RCO shall be entitled to pursue the same remedies against the
<br />Sponsor as it could pursue in the event of a breach of the Agreement by the Sponsor. The rights and remedies of RCO
<br />provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this
<br />Agreement.
<br />COMPLIANCE WITH APPLICABLE LAW
<br />In implementing the Agreement, the Sponsor shall comply with all applicable federal, state, and local laws (including without
<br />limitation all applicable ordinances, codes, rules, and regulations). Such compliance includes, without any limitation as to other
<br />applicable laws, the following laws:
<br />A. Nondiscrimination Laws. The Sponsor shall comply with all applicable federal, state, and local nondiscrimination
<br />laws and/or policies, including but not limited to: the Americans with Disabilities Act; Civil Rights Act; and the Age
<br />Discrimination Act. In the event of the Sponsor's noncompliance or refusal to comply with any nondiscrimination law
<br />or policy, the Agreement may be rescinded, cancelled, or terminated in whole or in part, and the Sponsor may be
<br />declared ineligible for further grant awards from the RCO or Funding Entity. The Sponsor is responsible for any and
<br />all costs or liability arising from the Sponsor's failure to so comply with applicable law. Except where a
<br />nondiscrimination clause required by a federal funding agency is used, the Sponsor shall insert the following
<br />nondiscrimination clause in each contract for construction of this project:
<br />"During the performance of this contract, the contractor agrees to comply with all federal and state nondiscrimination
<br />laws, regulations and policies."
<br />B. Secular Use of Funds. No funds awarded under this grant may be used to pay for any religious activities, worship, or
<br />instruction, or for lands and facilities for religious activities, worship, or instruction. Religious activities, worship, or
<br />instruction may be a minor use of the grant supported recreation and conservation land or facility.
<br />RCO: 16-1634 Revision Date: 1/1/2019 Page 11 of 19
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