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PERFORMANCE BY THE SPONSOR
<br /> The Sponsor shall undertake the project as described in this Agreement,and in accordance with the Sponsor's proposed
<br /> goals and objectives described in the application or documents submitted with the application,all as finally approved by the
<br /> RCO(to include any RCO approved changes or amendments thereto).All submitted documents are incorporated by this
<br /> reference as if fully set forth herein.
<br /> Timely completion of the project and submission of required documents,including progress and final reports,is important.
<br /> Failure to meet critical milestones or complete the project,as set out in this Agreement, is a material breach of the Agreement.
<br /> ASSIGNMENT
<br /> Neither this Agreement,nor any claim arising under this Agreement, shall be transferred or assigned by the Sponsor without
<br /> prior written approval of the RCO.
<br /> RESPONSIBILITY FOR PROJECT
<br /> While RCO administers the grant that is the subject of this Agreement,the project itself remains the sole responsibility of the
<br /> Sponsor.The RCO and Funding Entity(if different from the RCO)undertakes no responsibilities to the Sponsor,or to any third
<br /> party,other than as is expressly set out in this Agreement.
<br /> The responsibility for the implementation of the project is solely that of the Sponsor,as is the responsibility for any claim or suit
<br /> of any nature by any third party related in any way to the project.When a project has more than one Sponsor, any and all
<br /> Sponsors are equally responsible for the project and all post-completion stewardship responsibilities and long-term obligations
<br /> unless otherwise stated in this Agreement.
<br /> The RCO,its employees,assigns,consultants and contractors,and members of any funding board or advisory committee or
<br /> other RCO grant review individual or body,have no responsibility for reviewing,approving,overseeing or supervising design,
<br /> construction,or safety of the project and leaves such review,approval,oversight and supervision exclusively to the Sponsor
<br /> and others with expertise or authority. In this respect,the RCO, its employees,assigns, consultants and contractors,and any
<br /> funding board or advisory committee or other RCO grant review individual or body will act only to confirm at a general,lay
<br /> person,and nontechnical level,solely for the purpose of project eligibility and payment and not for safety or suitability,that the
<br /> project apparently is proceeding or has been completed as per the Agreement.
<br /> INDEMNIFICATION
<br /> The Sponsor shall defend, indemnify,and hold the State and its officers and employees harmless from all claims,demands,or
<br /> suits at law or equity arising in whole or in part from the actual or alleged acts, errors,omissions or negligence in connection
<br /> with this Agreement(including without limitation all work or activities thereunder),or the breach of any obligation under this
<br /> Agreement 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.
<br /> Provided that nothing herein shall require a Sponsor to defend or indemnify the State against and hold harmless the State
<br /> from claims, demands or suits based solely upon the negligence of the State, its employees and/or agents for whom the State
<br /> is vicariously liable.
<br /> Provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the Sponsor or the
<br /> Sponsor's agents or employees,and(b)the State,or its employees or agents the indemnity obligation shall be valid and
<br /> enforceable only to the extent of the Sponsor's negligence or its agents,or employees.
<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.Sponsor's waiver of
<br /> immunity under this provision extends only to claims against Sponsor by Indemnitee RCO,and does not include,or extend to,
<br /> any claims by Sponsor's employees directly against Sponsor.
<br /> Sponsor shall ensure that any agreement relating to this project involving any contractors,subcontractors and/or vendors of
<br /> any tier shall require that the contracting entity indemnify,defend,waive RCW 51 immunity, and otherwise protect the State as
<br /> provided herein as if it were the Sponsor.This shall not apply to a contractor or subcontractor is solely donating its services to
<br /> the project without compensation or other substantial consideration.
<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 /> RCO:20-1579 Revision Date: 6/1/2021 Page 11 of 21
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