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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 vendors, of any tie , or any other
<br /> persons for whom the STALE and br 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 and/or 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 and/or AGENCY's,their agents',
<br /> officers and employees' failure to comply with specific written instructions regarding use provided to STATE
<br /> and/or 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 discretion, 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 and/or 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 51 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 /> 3750-01
<br /> Local Agency A&E Professional Services Agreement Number
<br /> Negotiated Hourly Rate Consultant Agreement Revised 02/01/2021 Page 9 of 14
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