2013/09/04 Council Agenda Packet

3 SECTION 2. PERFORMANCE BY THE SPONSOR The sponsor,and secondary sponsor where applicable,shall undertake the project as described in this Agreement,post evaluation summary,the sponsor's application,and in accordance with the sponsor's proposed goals and objectives described in the application or documents submitted with the application,all as finally approved by the funding board.All submitted documents are incorporated by this reference as if fully set forth herein.The Order of Precedence is covered in Section 31. Timely completion of the project and submission of required documents,including progress and final reports,is important.Failure to meet critical milestones or complete the project,as set out in this Agreement,is a material breach of the Agreement. SECTION 3. ASSIGNMENT Neither this Agreement,nor any claim arising under this Agreement,shall be transferred or assigned by the sponsor without prior written consent of the Recreation and Conservation Office. SECTION 4. RESPONSIBILITY FOR PROJECT While the funding board undertakes to assist the sponsor with the project by providing a grant pursuant to this Agreement,the project itself remains the sole responsibility of the sponsor.The funding board undertakes no responsibilities to the sponsor,a secondary sponsor,or to any third party,other than as is expressly set out in this Agreement.The responsibility for the implementation of the project is solely that of the sponsor,as is the responsibility for any claim or suit of any nature by any third party related in any way to the project. When a project is sponsored by more than one entity,any and all sponsors are equally responsible for the project and all post-completion stewardship responsibilities. SECTION 5. INDEMNIFICATION The sponsor shall defend,indemnify,and hold the State and its officers and employees harmless from all claims,demands,or suits at law or equity arising in whole or in part from the actual or alleged acts,errors,omissions or negligence of,or the breach of any obligation under this Agreement by,the sponsor or the sponsor's agents,employees,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be legally liable. Provided that nothing herein shall require a sponsor to defend or indemnify the State against and hold harmless the State from claims,demands or suits based solely upon the negligence of,or breach of any obligation under this Agreement by the State,its agents,officers,employees,subcontractors or vendors,of any tier,or any other persons for whom the State may be legally liable. Provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the sponsor or the sponsor's agents,employees,subcontractors or vendors,of any tier,or any other persons for whom the Sponsor is legally liable, and(b)the State its agents,officers,employees,subcontractors and or vendors,of any tier,or any other persons for whom the State may be legally liable,the indemnity obligation shall be valid and enforceable only to the extent of the sponsor's negligence or the negligence of the sponsor's agents,employees,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be legally liable. This provision shall be included in any Agreement between sponsor and any subcontractor and vendor,of any tier. The sponsor shall also defend,indemnify,and hold the State and its officers and employees harmless from all claims,demands,or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions by the sponsor or the sponsor's agents,employees,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be legally liable, in performance of the Work under this Agreement or arising out of any use in connection with the Agreement of methods,processes, designs,information or other items furnished or communicated to State,its agents,officers and employees pursuant to the Agreement;provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions resulting from State's, its agents',officers'and employees'failure to comply with specific written instructions regarding use provided to State,its agents, officers and employees by the sponsor,its agents,employees,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be legally liable. The sponsor specifically assumes potential liability for actions brought by the sponsor's own employees or its agents against the State and,solely for the purpose of this indemnification and defense,the sponsor specifically waives any immunity under the state industrial insurance law,Title 51 RCW. The RCO is included within the term State,as are all other agencies,departments,boards,or other entities of state government. SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR The sponsor and its employees or agents performing under this Agreement are not officers,employees or agents of the funding board or RCO.The sponsor will not hold itself out as nor claim to be an officer,employee or agent of RCO,a funding board or of the state of Washington,nor will the sponsor make any claim of right,privilege or benefit which would accrue to an employee under Chapters 41.06 or 28B RCW. The sponsor is responsible for withholding and/or paying employment taxes,insurance,or deductions of any kind required by federal, WWRP Project Agreement-RCO 412-1085D Outdoor Recreation Account Chapter 79A.15 RCW,Chapter 286 WAC 1 5 Page 6 of 15 PROJAGR.RPT