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to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold
<br />harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based
<br />solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the
<br />AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendorso of any tie , or any other
<br />persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims
<br />or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the
<br />CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other
<br />persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents,
<br />officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom
<br />the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and
<br />enforceable only to the extent of the CONSULTANT's negligence or the negligence of 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. This provision shall be included in any AGREEMENT between
<br />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,
<br />patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the
<br />CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other
<br />persons for whom the CONSULTANT may be legally liable, in performance of the Work under this
<br />AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs,
<br />information or other items furnished or communicated to STATE andlor the AGENCY, their agents, officers and
<br />employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or
<br />copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary
<br />information, know-how, copyright rights or inventions resulting from STATE andlor AGENCY's, their agents',
<br />officers and employees' failure to comply with specific written instructions regarding use provided to STATE
<br />andlor AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-
<br />consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be
<br />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
<br />sole disuetion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due
<br />notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter
<br />42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of or performance under,
<br />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 andlor the AGENCY and, solely for the purpose of this
<br />indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial
<br />insurance law, Title 5l RCW. The Parties have mutually negotiated this waiver.
<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
<br />contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for
<br />proper construction techniques, job site safety or any construction contractor's failure to perform its work in
<br />accordance 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 />Agreentent NumberLocal Agency A&E Professional Sewices
<br />Negotiated Hoarly Rate Consultant Agreement Revised 01/01/2020 Page 9 of 14
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