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<br /> agents,employees,contractors,subcontractors or vendors,of any tier,or any other persons for whom the Sponsor is legally liable, 5
<br /> and(b)the State its employees and agents for whom it is vicariously liable,the indemnity obligation shall be valid and enforceable
<br /> only to the extent of the sponsor's negligence or the negligence of the sponsor's agents,employees,contractors,subcontractors or
<br /> vendors,of any tier,or any other persons for whom the sponsor may be legally liable.
<br /> This provision shall be included in any Agreement between sponsor and any contractors,subcontractors and vendors,of any tier.
<br /> The sponsor shall also 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 alleged patent or copyright infringement or other allegedly improper
<br /> appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions by the sponsor or the
<br /> sponsor's agents,employees,contractors,subcontractors or vendors,of any tier,or any other persons for whom the sponsor may be
<br /> legally liable, in performance of the Work under this Agreement or arising out of any use in connection with the Agreement of
<br /> methods,processes,designs,information or other items furnished or communicated to State,its agents,officers and employees
<br /> pursuant to the Agreement;provided that this indemnity shall not apply to any alleged patent or copyright infringement or other
<br /> allegedly improper appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions
<br /> resulting from State's,its agents',officers'and employees'failure to comply with specific written instructions regarding use provided to
<br /> State,its agents,officers and employees by the sponsor,its agents,employees,contractors,subcontractors or vendors,of any tier,or
<br /> any other persons for whom the sponsor may be legally liable.
<br /> The sponsor specifically assumes potential liability for actions brought by the sponsor's own employees or its agents against the State
<br /> and,solely for the purpose of this indemnification and defense,the sponsor specifically waives any immunity under the state industrial
<br /> insurance law, RCW Title 51.
<br /> The RCO is included within the term State,as are all other agencies,departments,boards,or other entities of state government.
<br /> SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR
<br /> The sponsor and its employees or agents performing under this Agreement are not officers,employees or agents of the funding board
<br /> or RCO.The sponsor will not hold itself out as nor claim to be an officer,employee or agent of RCO,a funding board or of the state of
<br /> Washington,nor will the sponsor make any claim of right,privilege or benefit which would accrue to an employee under Chapters
<br /> 41.06 or 28B RCW.
<br /> The sponsor is responsible for withholding and/or paying employment taxes,insurance,or deductions of any kind required by federal,
<br /> state,and/or local laws.
<br /> SECTION 7. CONFLICT OF INTEREST
<br /> Notwithstanding any determination by the Executive Ethics Board or other tribunal,RCO may,in its sole discretion,by written notice to
<br /> the sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation of the Ethics in
<br /> Public Service Act,RCW 42.52;or any similar statute involving the sponsor in the procurement of,or performance under,this
<br /> Agreement.
<br /> In the event this Agreement is terminated as provided herein,RCO shall be entitled to pursue the same remedies against the sponsor
<br /> as it could pursue in the event of a breach of the Agreement by the sponsor.The rights and remedies of RCO provided for in this
<br /> clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
<br /> SECTION 8. COMPLIANCE WITH APPLICABLE LAW
<br /> The sponsor will implement the Agreement in accordance with applicable federal,state,and local laws,regulations and RCO and
<br /> funding board policies regardless of whether the sponsor is a public or non-public organization.
<br /> The sponsor shall comply with,and RCO is not responsible for determining compliance with,any and all applicable federal,state,and
<br /> local laws,regulations,and/or policies,including,but not limited to:State Environmental Policy Act;Industrial Insurance Coverage;
<br /> Architectural Barriers Act;permits(shoreline,Hydraulics Project Approval,demolition);land use regulations(critical areas ordinances,
<br /> Growth ManagenientAct);federal and state safety and health regulations(Occupational Safety and Health Administration/Washington
<br /> Industrial Safety and Health Act);and Buy American Act.
<br /> A. Nondiscrimination Laws.The sponsor shall comply with all applicable federal,state,and local nondiscrimination laws and/or
<br /> policies,including but not limited to:the Americans with Disabilities Act;Civil Rights Act;and the Age Discrimination Act.In the
<br /> event of the sponsor's noncompliance or refusal to comply with any nondiscrimination law or policy,the Agreement may be
<br /> rescinded,cancelled,or terminated in whole or in part,and the sponsor may be declared ineligible for further grant awards from
<br /> the funding board.The sponsor is responsible for any and all costs or liability arising from the sponsor's failure to so comply with
<br /> applicable law.
<br /> B. Wages and Job Safety.The sponsor agrees to comply with all applicable laws,regulations,and policies of the United States and
<br /> the State of Washington which affect wages and job safety. The sponsor agrees when state prevailing wage laws(RCW 39.12)
<br /> are applicable,to comply with such laws,to pay the prevailing rate of wage to all workers,laborers,or mechanics employed in the
<br /> performance of any part of this contract,and to file a statement of intent to pay prevailing wage with the Washington State
<br /> Department of Labor and Industries as required by RCW 39.12.040.The sponsor also agrees to comply with the provisions of the
<br /> rules and regulations of the Washington State Department of Labor and Industries.
<br /> RCO 14-1274D Page.s cf 23
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