CSS 2023-08-28 Item 1A - Grant Agreement - Planning for Recreation Access with WA Recreation and Conservation Office

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stated in this Agreement. RCO, its employees, assigns, consultants and contractors, and members of any funding board or advisory committee or other RCO grant review individual or body, have no responsibility for reviewing, approving, overseeing or supervising design, construction, or safety of the project and leaves such review, approval, oversight and supervision exclusively to Sponsor and others with expertise or authority. In this respect, RCO, its employees, assigns, consultants and contractors, and any funding board or advisory committee or other RCO grant review individual or body will act only to confirm at a general, lay person, and nontechnical level, solely for the purpose of project eligibility and payment and not for safety or suitability, that the project apparently is proceeding or has been completed as per the Agreement. INDEMNIFICATION Sponsor shall defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the actual or alleged acts, errors, omissions or negligence in connection with this Agreement (including without limitation all work or activities thereunder), or the breach of any obligation under this Agreement by Sponsor or Sponsor's agents, employees, contractors, subcontractors, or vendors, of any tier, or any other persons for whom Sponsor may be legally liable. Provided that nothing herein shall require a Sponsor to defend or indemnify the State against and hold harmless the State from claims, demands or suits based solely upon the negligence of the State, its employees and/or agents acting within the scope of their employment or agency for whom the State is vicariously liable. Provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) Sponsor or Sponsor's agents or employees, and (b) the State, or its employees or agents the indemnity obligation shall be valid and enforceable only to the extent of Sponsor's fault or the fault of its agents, or employees. As part of its obligations provided above, Sponsor specifically assumes potential liability for actions brought by Sponsor's own employees or its agents against the State and, solely for the purpose of this indemnification and defense, Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title 51. Sponsor's waiver of immunity under this provision extends only to claims against Sponsor by Indemnitee RCO, and does not include, or extend to, any claims by Sponsor's employees directly against Sponsor. Sponsor shall ensure that any Agreement relating to this project involving any contractors, subcontractors and/or vendors of any tier shall require that the contracting entity indemnify, defend, waive RCW 51 immunity, and otherwise protect the State as provided herein as if it were Sponsor. This shall not apply to a contractor or subcontractor donating its services to the project without compensation or other substantial consideration. Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by Sponsor or Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom Sponsor may be legally liable, in performance of the work under this Agreement or arising out of any use in connection with the Agreement of methods, processes, designs, information or other items furnished or communicated to the State, its agents, officers and employees pursuant to the Agreement. Provided, this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from the State's, its agents', officers' and employees' failure to comply with specific written instructions regarding use provided to the State, its agents, officers and employees by Sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom Sponsor may be legally liable. The funding board and RCO are included within the term State, as are all other agencies, departments, boards, councils, committees, divisions, bureaus, offices, societies, or other entities of state government. INDEPENDENT STATUS OF SPONSOR Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of RCO or Funding Entity and are not authorized to obligate or speak on behalf of RCO or Funding Entity. Sponsor will not hold itself out as nor claim to be an officer, employee or agent of RCO or the Funding Entity, or of the state of Washington, nor will Sponsor make any claim of right, privilege or benefit which would accrue to an employee under RCW 41.06. Sponsor is responsible for withholding and/or paying employment taxes, insurance, or deductions of any kind required by federal, state, and/or local laws. CONFLICT OF INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written notice to Sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation of the Ethics in Public Service Act, RCW 42.52; or any similar statute involving Sponsor in the procurement of, or performance under, this Agreement. RCO: 22-2506 Revision Date: 5/1/2023 Page 11 of 18 13