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RCO: 24-1328 Revision Date: 1/31/2025 Page 12 of 22
<br />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. Sponsor shall not sell, give, or otherwise assign to another party any property right, or alter
<br />a conveyance (see below) for the project area acquired with this grant without prior approval of the RCO.
<br />RESPONSIBILITY FOR PROJECT
<br />Although RCO administers the grant that is the subject of this Agreement, the project itself remains the sole responsibility of
<br />the Sponsor. The RCO and Funding Entity (if different from the RCO) undertakes no responsibilities to the Sponsor, or to any
<br />third 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
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