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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 />from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the
<br />the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
<br />the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
<br />sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
<br />vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
<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 />alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
<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 />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 />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 />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 />any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.
<br />RCW. This waiver has been mutually negotiated between the Parties.
<br />Agreement Number:
<br />Page 9 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
<br />Revised
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