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XII. Legal Relations
<br /> 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 /> their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part
<br /> from the negligence of, or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the
<br /> CONSULTANT's agents, employees, sub consultants, subcontractors or vendors,of any tier, or any other persons
<br /> for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT
<br /> to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless
<br /> the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon
<br /> the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
<br /> agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom
<br /> the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
<br /> by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees,
<br /> sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
<br /> liable, and(b)the STATE and/or AGENCY,their agents, officers, employees, sub-consultants, subcontractors and or
<br /> vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable,the defense
<br /> and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or
<br /> the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier,
<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 /> 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,patents,
<br /> proprietary information,know-how, copyright rights or inventions by the CONSULTANT or 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, 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 /> communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT;
<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 /> inventions resulting from STATE and/or AGENCY's,their agents',officers'and employees' failure to comply
<br /> with specific written instructions regarding use provided to STATE and/or AGENCY,their agents, officers and
<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 /> 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 sole
<br /> discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
<br /> examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or
<br /> any similar statute involving the CONSULTANT in the procurement of, or performance under,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 indemnification
<br /> and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51
<br /> RCW. This waiver has been mutually negotiated between the Parties.
<br /> Agreement Number: 3588
<br /> Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14
<br /> Revised 10/30/2014
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