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XII. Legal Relations
<br />The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws,
<br />rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
<br />AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
<br />Washington
<br />The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
<br />their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
<br />from the negligence of, or the breach of any obligation under this AGREEMENT by the CONSULTANT or the
<br />CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons
<br />for whom the CONSULTANT may be legally liable provided that nothing herein shall require a CONSULTANT
<br />to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold 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, or
<br />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 between the Parties.
<br />Agreement Number: LA-9863
<br />Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14
<br />Revised 01/01/2020
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