Common use of HOLD HARMLESS AND INDEMNIFICATION Clause in Contracts

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors consultants or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys attorneys’ fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY, its officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of actionsuits, costsliability, losses, expenses, liabilitydamages, loss, damage or injury and judgments of any kindnature whatsoever, including costs and attorneys fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR’S acts, errors or omissionsomissions or the acts, errors or willful misconduct omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerssubcontractors or anyone for whose acts any of them may be liable, for in the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR or subcontractor infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONTRACTOR’S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the COUNTY, its officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONTRACTOR’S obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR, its employees, agents or subcontractors. b. In any and all legal expenses claims against the COUNTY, its officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Worker’s Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under Title 51 RCW. By executing the Contract, its directorsthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, officials officersas relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. c. The CONTRACTOR’S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR’S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawA. The Service Provider agrees to protect, Contractor shall defend (with counsel of District’s choosing)defend, indemnify indemnify, and hold harmless the DistrictCity, its elected officials, officers, employees, volunteers employees and agents free and harmless from any and all claims, demands, causes of actionlosses, costsliens, expensesliabilities, liabilitypenalties, lossfines, damage lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) caused by or injury occurring by reason of any kindnegligent act, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct error and/or omission of Contractorthe Service Provider, its officials, officers, employees, subcontractorsand/or agents, Contractors arising out of or agents in connection with the performance or non-performance of the Contractor's Servicesservices, duties, and obligations required of the Project or Service Provider under this Agreement. B. In the event that the Service Provider and the City are both negligent, including without limitation then the payment Service Provider’s liability for indemnification of all consequential the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, expert witness judgments, costs and expenses (including reasonable attorneys’ fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and disbursements) that can be apportioned to the Service Provider, its officials, officers, employeesemployees and agents. C. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the immunity of the Service Provider under Washington’s Industrial Insurance Act, agentsRCW Title 51, and/or volunteersas respects the other parties only, for and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the employees of the Service Provider. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. D. The City’s inspection or acceptance of any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify Service Provider’s work when completed shall not be restricted grounds to insurance proceedsvoid, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity nullify and/or invalidate any of these covenants of indemnification. E. Nothing contained in this section of this Agreement shall be limited, construed to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, create a liability or relate to the negligence, recklessness, or willful misconduct a right of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtindemnification in any third party. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESF. The provisions of this section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawA. The Recipient agrees to protect, Contractor shall defend (with counsel of District’s choosing)defend, indemnify indemnify, and hold harmless the DistrictCity, its elected officials, officers, employees, volunteers employees and agents free and harmless from any and all claims, demands, causes of actionlosses, costsliens, expensesliabilities, liabilitypenalties, lossfines, damage lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) caused by or injury occurring by reason of any kindnegligent act, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct error and/or omission of Contractorthe Recipient, its officials, officers, employees, subcontractorsand/or agents, Contractors arising out of or agents in connection with the performance or non-performance of the Contractor's Servicesservices, duties, and obligations required of the Project or Recipient under this Agreement. B. In the event that the Recipient and the City are both negligent, including without limitation then the payment Recipient’s liability for indemnification of all consequential the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, expert witness judgments, costs and expenses (including reasonable attorneys’ fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and disbursements) that can be apportioned to the Recipient, its officials, officers, employeesemployees and agents. C. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the immunity of the Recipient under Washington’s Industrial Insurance Act, agentsRCW Title 51, and/or volunteersas respects the other parties only, for and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the employees of the Recipient. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. D. The City’s inspection or acceptance of any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify Recipient’s work when completed shall not be restricted grounds to insurance proceedsvoid, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity nullify and/or invalidate any of these covenants of indemnification. E. Nothing contained in this section of this Agreement shall be limited, construed to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, create a liability or relate to the negligence, recklessness, or willful misconduct a right of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtindemnification in any third party. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESF. The provisions of this section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold the Districtdefend Xxxxxxxx County, its Xxxxxxxx County Superior Court, and their officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of actionsuits, costsliability, losses, expenses, liabilitydamages, loss, damage or injury and judgments of any kindnature whatsoever, including costs and attorneys fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR’S acts, errors or omissionsomissions or the acts, errors or willful misconduct omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerssubcontractors or anyone for whose acts any of them may be liable, for in the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR or subcontractor infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONTRACTOR’S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of Xxxxxxxx County, Xxxxxxxx County Superior Court, or their officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONTRACTOR’S obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR, its employees, agents or subcontractors. b. In any and all legal expenses claims against Xxxxxxxx County, Xxxxxxxx County Superior Court, or their officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Worker’s Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under Title 51 RCW. By executing the Contract, its directorsthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, officials officersas relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. c. The CONTRACTOR’S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR’S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor Seller shall defend (with counsel of District’s choosing), be liable for and indemnify and hold harmless Buyer and its affiliates from and against any and all Losses, liabilities, damages, damage awards, judgments, settlements, indemnification payments, charges, fines, penalties, taxes, duties, costs and expenses of any kind, including, but not limited to, attorneys’ fees’, experts fees and other legal costs and expenses in connection with investigating, defending and settling claims and, actions, lawsuits, proceedings and demands related thereto (collectively “Losses”) which they, or any of them, may suffer, sustain, become subject to, pay or incur to the District, extent the same arise out of or in connection with or are attributable to (i) any breach of the Purchase Agreement by Seller or any of its officials, officers, employees, volunteers and agents free and harmless directors or subcontractors or resulting from any and all claimsact, demands, causes error or omission (whether or not negligent) on the part of action, costs, expenses, liability, loss, damage Seller or injury another of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, directors or subcontractors, Contractors (ii) any negligent act, error or agents in connection omission, willful or intentional misconduct, or noncompliance with any applicable law on the performance part of the Contractor's Services, the Project Seller or this Agreement, including without limitation the payment any of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them directors or subcontractors in connection therewith with any Good or the Purchase Agreement, or (iii) any claim, action, lawsuit, proceeding or demand any third party may assert against Buyer or any of its Affiliates that arises out of or in enforcing the indemnity herein connection with or is attributable to any matter referred to in clause (i) or (ii) above; provided. Contractor's , however, that Seller shall have no liability or obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, for Losses to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that same arise out ofof or in connection with or are attributable to any (A) any breach of the Purchase Agreement by Buyer or resulting from any act, pertain toerror or omission (whether or not negligent) on the part of Buyer or any of its affiliates, or relate to the negligence(B) any negligent act, recklessnesserror or omission, willful or intentional misconduct, or willful misconduct noncompliance with any applicable law on the part of Buyer or any of its affiliates in connection with a Good or the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictPurchase Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Notwithstanding any provision to the fullest extent permitted by law, Contractor contrary contained herein: 36.1 Neither Landlord nor any of its agents or employees shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from have any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, liability to property or persons, including wrongful death, in any manner arising out of, pertaining toTenant, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, Tenant’s employees, agents, and/or volunteerscontractors, subtenants, invitees, patients or customers for any damage, injury, loss or claims based on or arising out of any cause whatsoever, including, without limitation, the following: repair to any portion of the Premises; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation by Landlord, Tenant or any other person or entity of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other person or entity; failure or inability to furnish any service specified in this Lease; and all legal expenses leakage in any part of the Premises from water, rain, ice or snow that may leak into, or flow from, any part of the Premises, or from drains, pipes or plumbing fixtures in the Premises. Any property placed by Tenant in or about the Premises shall be at the sole risk of Tenant, and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify Landlord shall not in any manner be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteersresponsible therefor. Notwithstanding the foregoing, Landlord shall not be released from liability to Tenant for and to the extent Contractor's Services of any injury caused by Landlord’s willful misconduct or negligence or the willful misconduct or negligence of any of Landlord’s employees, agents, partners contractors, employees, subtenants or invitees, unless Tenant is fully compensated for its loss by insurance proceeds. 36.2 Unless Landlord’s losses are subject to Civil Code Section 2782.8recovered by insurance proceeds, the above indemnity Tenant shall be limitedreimburse Landlord for, to the extent required and shall indemnify, protect, defend and hold Landlord, its employees and agents harmless from and against all costs, damages, claims, liabilities, expenses (including attorneys’ fees, disbursements and actual costs), losses and court costs suffered by Civil Code Section 2782.8or claimed against Landlord, to claims that arise directly or indirectly, based on or arising out of, pertain toin whole or in part, or relate to (i) the negligence, recklessness, or willful misconduct use and occupancy of the Contractor. Contractor agrees to waive all rights Premises or the business conducted therein by Tenant, its agents, contractors, employees, subtenants or invitees, (ii) any act or omission of subrogation against the DistrictTenant, its agents, contractors, employees, subtenants or invitees; or (iii) any breach of Tenant’s obligations under this Lease. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, A. The Contractor shall defend (with counsel of District’s choosing)indemnify, indemnify defend, and hold harmless the DistrictCHA, its officialsrespective commissioners, board members, officers, directors, agents, construction management firm, employees, volunteers vendors, invitees and agents free visitors from and harmless from against any and all claims, suits, actions, judgments, demands, causes of actionlosses, costs, expenses, liabilitydamages, lossand liability caused by, damage resulting from (directly or injury indirectly), or arising out of Contractor’s violation or breach of any kindterm of this Contract or the negligent acts, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining toerrors, or incident to any alleged acts, errors or omissions, or willful misconduct omissions of the Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, subcontractors, materialmen, or representatives arising in tort or in the performance of the Work under this Contract. B. The Contractor shall indemnify and hold harmless the CHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors from and against any and all claims and demands of third persons resulting from the Contractor’s non-compliance with any of the provisions of the CHA’s policies and directly related governmental statutes regarding Equal Employment Opportunity and other similarly titled policies and statutes. C. The extent of this paragraph shall not be limited by the insurance the Contractor provides and/or volunteersby the insurance required under this Contract. D. The Contractor further agrees that it will not hold the CHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors responsible for loss, damage or injury caused by any fault or negligence of other consultants or contractors providing work or services in connection with the Project. The Contractor agrees that it will look solely to said consultants or contractors for recovery from them, or any of them, for any such damage or injury. E. The Contractor’s duties and all legal expenses responsibilities under this paragraph include, without limitation, investigation and costs incurred by each defense of them in connection therewith any such claims asserted or in enforcing suit brought against the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the DistrictCHA, its respective commissioners, board members, officers, directors, officials officersagents, construction management firm, employees, vendors, invitees and visitors, and payment of any judgment against CHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors resulting from any such claim or volunteerssuit. Notwithstanding It is further agreed that the foregoingCHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors have the right, at their respective option, to participate in any such claim resolution or litigation without, however, relieving the extent Contractor's Services are subject Contractor of its obligations hereunder; and further provided that this paragraph shall not apply to Civil Code Section 2782.8injury, sickness, disease, death or destruction, the above indemnity proximate cause of which is an act or omission of the CHA. F. Nothing contained in this paragraph shall be limited, construed to obligate Contractor to indemnify the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to CHA for the negligence, recklessness, CHA’s own negligence or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtmisconduct. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIIG. For purposes of this paragraph, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES“CHA” shall include all CHA-controlled entities described as “additional insureds” in the insurance requirements attached hereto. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. The Contractor agrees that it is liable to the WSIB for any financial loss incurred by the WSIB resulting from or occurring due to negligence, misconduct, wrongful act or omission, breach of fiduciary duty, or the failure by the Contractor or any Subcontractor or any employee or agent of either for any reason to comply with the terms of this Contract or applicable law. The Contractor shall promptly reimburse the WSIB for, and otherwise hold the WSIB harmless from and against, any such financial loss including, but not limited to, any costs and reasonable attorney’s fees incurred by the WSIB in connection with such loss. To the fullest extent permitted by law, the Contractor shall expressly agrees to, and shall, indemnify, defend (with counsel of District’s choosing), indemnify and hold harmless the Districtstate of Washington, its officialsthe WSIB, officersand all officials and employees of the state, and members and employees of the WSIB and any funds for which the WSIB has responsibility to invest, from and against all claims, and any damage or loss related to such claims including but not limited to claims for injuries or death, and reasonable attorney’s fees, in each case, arising out of or resulting from, or incident to, the Contractor’s, any Subcontractor’s or any employee’s or agent’s (of either) negligence, misconduct, wrongful act or omission, breach of fiduciary duty, the failure by the Contractor or any Subcontractor or employee or agent of either for any reason to comply with the terms of this Contract or applicable law, or any errors on the part of Contractor (or any party to whom it outsources). The Contractor’s obligation to indemnify, defend, and hold harmless includes, but is not limited to, any claim by the Contractor’s agents, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining torepresentatives, or incident any Subcontractor or its employees, agents or representatives. Brokers, dealers and counterparties are not “agents” or “Subcontractors” for purposes of this Contract. The Contractor’s obligation to any alleged actsindemnify, errors or omissionsdefend, and/or hold harmless the state of Washington, the WSIB, or willful misconduct other persons or entities, under subsections 13.1 or 13.2 above, shall not be eliminated or reduced by any actual or alleged concurrent negligence of Contractorthe state of Washington, or its officialsemployees or agents, officersor of the WSIB, or the WSIB’s members, employees, subcontractorsor other officials. The Contractor waives its immunity under Title 51 RCW (Industrial Insurance) to the extent it is required to indemnify, Contractors defend and hold harmless the WSIB or agents in connection with the performance of the Contractor's Servicesany other state agency, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agentsperson, or volunteersentity under this Contract. Notwithstanding the foregoing, the Contractor shall discharge its duties as a consultant in accordance with the terms of this Contract and applicable law. The WSIB agrees that (i) that the Contractor has no authority to manage or in any way direct the extent investment of any assets that are the subject of the Contractor's Services are subject ’s consulting services provided under the terms of this Contract, (ii) the Contractor has not and cannot make any promise, guarantee, or other statement or representation regarding the future investment performance of such assets, and (iii) the Contractor will not be liable for any losses or expenses incurred as a result of any action or omission by an investment manager, custodian, or unrelated third party. The Contractor warrants that no person or selling agent has been paid, employed or retained to Civil Code Section 2782.8solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or a bona fide, established, commercial or selling agency maintained by the above indemnity shall be limitedContractor for the purpose of securing business which is disclosed, in writing, to the extent required WSIB. The WSIB has the right, in the event of breach of this clause by Civil Code Section 2782.8the Contractor, to claims that arise out ofannul this Contract without liability or, pertain toin the WSIB’s discretion, to deduct from the Contract price or relate to consideration or recover by other means the negligencefull amount of such commission, recklessnesspercentage, brokerage or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtcontingent fee. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold the Districtdefend Thurston County, its Thurston County Superior Court, and their officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of actionsuits, costsliability, losses, expenses, liabilitydamages, loss, damage or injury and judgments of any kindnature whatsoever, including costs and attorneys fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR’S acts, errors or omissionsomissions or the acts, errors or willful misconduct omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerssubcontractors or anyone for whose acts any of them may be liable, for in the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONTRACTOR or subcontractor infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONTRACTOR’S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of Thurston County, Thurston County Superior Court, or their officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONTRACTOR’S obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR, its employees, agents or subcontractors. b. In any and all legal expenses claims against Thurston County, Thurston County Superior Court, or their officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Worker’s Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under Title 51 RCW. By executing the Contract, its directorsthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, officials officersas relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. c. The CONTRACTOR’S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR’S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing)Vendor/Consultant agrees to defend, indemnify and hold harmless the Perris Elementary School District, its Governing Board, officers, agents, volunteers, and employees, individually and collectively, from and against all costs, losses, claims, demands, suits, actions, expenses, liability, damage, injury, payments and judgments, including legal and attorney fees, arising from personal or bodily injuries, property damage or otherwise, regardless of and however caused, brought or recovered against any of the above arising out of or incident to any alleged acts, negligence, omissions or willful misconduct of the Vendor/Consultant, its officials, officers, employees, volunteers agents, consultants and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner contractors arising out of, pertaining to, of or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, Services and/or the Project Products or this Agreement, including without limitation the payment of all consequential damages, expert witness fees damages and attorneys attorney fees and other related costs and expenses. Contractor Vendor/Consultant shall reimburse District defend, at Vendor/Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the District, its directors, officials, officers, employees, agentsagents or volunteers. Vendor/Consultant shall pay and satisfy any judgment, and/or award or decree that may be rendered against District or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding resulting from services rendered by Vendor/Consultant. Vendor/Consultant shall reimburse District and its directors, officials, officers, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's Vendor/Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officials, officers, employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY’s apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 23 above. CITY shall further indemnify COUNTY for CITY’s apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY’s apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY, at minimum, for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY’s apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To A. The District agrees to defend, hold harmless and indemnify the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify City and hold the District, its elected and appointed officials, officers, employees, volunteers agents and agents free employees from and harmless from against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury demands and obligations of any kind, in law or equity, to property or persons, including wrongful death, in any manner whatsoever nature arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance by reason of the Contractor's Services, the Project or District’s participation in this Agreement, including without limitation any act or omissions of the payment of all consequential damagesDistrict, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerscontractors, for or elected or appointed officials, whether attributable to the negligence of the District or otherwise. The District further agrees to defend at its own expense all suits or actions of whatsoever nature brought against the District or the City, arising from the District’s participation in this Agreement. All claims, demands and obligations resulting from the concurrent negligence of the District and the City shall be shared, based upon the percentage of fault attributed to each Party as either mutually agreed or determined by the trier of fact. B. The City agrees to defend, hold harmless and indemnify the District and its elected and appointed officials, agents and employees from and against any and all legal expenses claims, costs, demands and costs incurred obligations of whatsoever nature arising by each reason of them the City’s participation in connection therewith this Agreement, including any act or in enforcing omissions of the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the DistrictCity, its directors, officials officers, employees, agents, contractors, or volunteers. Notwithstanding the foregoingelected or appointed officials, whether attributable to the extent Contractor's Services are subject negligence of the City or otherwise. The City further agrees to Civil defend at its own expense all suits or actions of whatsoever nature brought against the District or the City, arising from the City’s participation in this Agreement. All claims, demands and obligations resulting from the concurrent negligence of the District and the City shall be shared, based upon the percentage of fault attributed to each Party as either mutually agreed or determined by the trier of fact. C. The District and the City hereby specifically and expressly waive any and all immunity under industrial insurance, Title 51 of the Revised Code Section 2782.8of Washington for District Projects and City Work covered by this Agreement, and agree that the foregoing waiver was mutually negotiated by the Parties. Further, the above indemnity indemnification obligations of the Parties under this Agreement shall not be limitedlimited in any way by insurance or any limitation on the amount or type of damages, compensation, or benefits payable to or for any third-party under workers' compensation acts, disability benefits acts, or other employee benefits acts; provided, however, that the extent required Parties' waiver of immunity by Civil Code Section 2782.8, the provisions of this section extends only to claims that arise out ofagainst the City by the District or claims against the District by the City and does not include, pertain or extend to, any claims by the Parties' employees directly against either Party or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation claims by any third-party contractor against the Districteither Party. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. DocuSign Envelope ID: 446D4821-19AF-41C5-AEF5-DC6C0EE5F0FE Additionally, CITY shall indemnify COUNTY for CITY’s apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 23 above. CITY shall further indemnify COUNTY for CITY’s apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY’s apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY, at minimum, for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY’s apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To A. The CONTRACTOR assumes all responsibility, risk, and liability for the fullest extent permitted by lawoperation of, Contractor use of, control, maintenance, repair, and condition of the bus service which is subject to this Agreement. In addition to, and in no way limiting the CONTRACTOR’S other indemnity obligations under this Agreement, the CONTRACTOR shall defend (with counsel of District’s choosing)defend, indemnify indemnify, and hold harmless the District, its officials, officers, employees, volunteers MUNICIPALITY from and agents free and harmless from against any and all claims, demands, causes of actionaction (whether in the nature of an action for damages, indemnity, contribution, government cost recovery or otherwise), fines, judgments, suits, claims, actions, losses, costs (including attorney’s fees and litigation costs), expenses, liabilitycharges, lossforfeitures, damage or injury of any kindliens, in law or equityliabilities to, to property or personspersonal injury, including wrongful death, in any manner environmental contamination, nuisance, or property damages, arising out of, pertaining in connection with, or resulting directly or indirectly from, or otherwise incident to, or incident the bus service which is subject to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including or any activities of any subcontractor under this agreement. The MUNICIPALITY may tender any such cause of action, lawsuit, or other proceeding brought against the MUNICIPALITY to the CONTRACTOR and such tender shall immediately be accepted by the CONTRACTOR. Any attorney’s fees or costs incurred by the MUNICIPALITY prior to such tender of defense shall be the complete and sole responsibility, without limitation limitation, of the CONTRACTOR. The obligation of the CONTRACTOR under all of the defend and indemnification provisions of this Agreement shall survive beyond the termination or expiration of the term of this Agreement. B. The CONTRACTOR agrees that the above provision shall be included in all subcontracts which are entered into pursuant to this Agreement. C. The parties agree that this section in no way limits any other indemnification provision in this document. D. If a lawsuit with respect to this hold harmless provision ensues, the CONTRACTOR shall appear and defend that lawsuit at its own cost and expense, and if judgment is rendered or settlement made requiring payment of all consequential damagesdamages by the MUNICIPALITY of Skagway, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or employees and volunteers, for any and all legal expenses and costs incurred by each of them the CONTRACTOR shall pay the same in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtfull. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawThe successful bidder herby agrees to indemnify, Contractor shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the District, City (including its officials, officers, agents, employees, volunteers and agents free representatives) from and harmless from against any and all claims of any kind or nature presented against the City arising out of vendor’s (including vendor’s employees, representatives, and subcontractors) performance under this agreement, excepting only such claims, demands, causes costs or liability which may arise out of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, the sole negligence or willful misconduct of Contractorthe City. INDEPENDENT CONTRACTOR Contractor covenants that it presently has no interest, its officialsand shall not acquire any interest, officersdirect or indirect, employeesfinancial or otherwise, subcontractors, Contractors which would conflict in any manner or agents in connection degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall be employed. Contractor certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City of Anaheim. It is expressly agreed by Contractor that in the performance of the services required under this contract, Contractor's Services, and any of its subcontractors or employees, shall at times be considered independent contractors and not agents of City of Anaheim. INFORMED PROPOSER Proposers are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals. Failure to do so will be at Proposers’ own risk and they cannot secure relief on the plea of error. INK OR TYPEWRITTEN For proposals submitted in hard copy (paper) format, all information, prices, notations, signatures, and corrections must be in ink or typewritten. Mistakes may be crossed out and corrections typed or printed adjacent to the mistake and initialed in ink by the person signing the proposal. INSURANCE REQUIREMENTS Within ten (10) consecutive calendar days of award of contract, Successful Proposer must furnish the City with the Certificates of Insurance proving coverage as specified in the specifications and naming the City of Anaheim, its officers and agents, Additional Insured by endorsement. Failure to furnish the required certificates within the time allowed may result breach of the contract. Unless different requirements are called out elsewhere in the RFP, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. ContractorCity's obligation to indemnify shall not be restricted to general insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.requirements are:

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawThe CONSULTANT shall indemnify, Contractor shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the DistrictAUTHORITY and all of its officers, agents and employees from any claim, loss, damage, cost, charge or expense arising out of any negligent act, error or omission by the CONSULTANT, its officials, officersagents, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with subcontractors during the performance of the Contractor's ServicesAgreement, except that neither the Project CONSULTANT, its agents, employees nor any of its subconsultants will be liable under this paragraph for any claim, loss, damage, cost, charge or expense arising out of any act, error, omission or negligent act by the AUTHORITY or any of its officers, agents or employees during the performance of the Agreement. When the AUTHORITY receives a notice of claim for damages that may have been caused by the CONSULTANT in the performance of services required by the CONSULTANT under this Agreement, including without limitation the payment AUTHORITY will immediately forward the claim to the CONSULTANT. The CONSULTANT and the AUTHORITY will evaluate the claim and report their findings to each other within seven working days. The AUTHORITY and the CONSULTANT will jointly discuss options in defending the claim. After reviewing the claim, the AUTHORITY will determine whether to require the participation of all consequential damagesthe CONSULTANT in the defense of the claim or to require that the CONSULTANT defend the AUTHORITY in such claim as described in this section. The AUTHORITY’s failure to notify the CONSULTANT of a claim within seven days will not release the CONSULTANT from any of the requirements of this section upon subsequent notification by the AUTHORITY to the CONSULTANT of the claim. The AUTHORITY and the CONSULTANT will pay their own cost for the evaluation, expert witness fees settlement negotiations and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceedstrial, if any. However, received by if only one party participates in the Districtdefense of the claim at trial, that party is responsible for all costs, but if the verdict determines that there is joint responsibility the costs and liability for damages will be shared in the same percentage as that judicially established. The parties agree that 1% of the total compensation to the CONSULTANT for performance of this Agreement is the specific consideration from the AUTHORITY to the CONSULTANT for the CONSULTANT’s indemnity agreement. The CONSULTANT shall pay all royalties and assume all costs arising from the use of any invention, design, process materials, equipment, product or device which is the subject of patent rights or copyrights. The CONSULTANT shall, at its directorsexpense, officials officershold harmless and defend the AUTHORITY against any claim, employeessuit or proceeding brought against the AUTHORITY which is based upon a claim, agentswhether rightful or otherwise, that the goods or services, or volunteers. Notwithstanding the foregoingany part thereof, to the extent Contractor's Services are subject to Civil Code Section 2782.8furnished under this Agreement, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, constitute an infringement of any patent or relate to the negligence, recklessness, or willful misconduct copyright of the ContractorUnited States. Contractor agrees to waive The CONSULTANT shall pay all rights of subrogation damages and costs awarded against the DistrictAUTHORITY. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, the Contractor shall defend (with counsel of District’s choosing), indemnify indemnify, and hold harmless the District, its officialsBoard of Trustees, officers, agents, employees, representatives, and volunteers and agents free and harmless (collectively “Indemnified Parties”) from any and all claims, demands, causes of action, costs, expenses, liabilityliabilities, loss, damage or injury of any kindlosses, in law or equity, to property damage, personal injury, damages or personsinjuries/illnesses (including COVID-19) of any kind, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, equipment failure and/or malfunction, faulty installation, errors or omissions, negligence, recklessness or willful misconduct of Contractor, its officials, officers, agents, employees, subcontractorsrepresentatives, Contractors subcontractor, or agents volunteers, in connection with the performance or non-performance of Contractor installed/provided equipment/materials and the Contractor's Services, the Project ’s Services of this Agreement or this Agreementobligations hereunder, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees fees, attorney’s fees, and other related costs and expenses. In the event any article sold and delivered hereunder is covered by any patent, copyright, or application thereof, Contractor shall defend, indemnify, and hold harmless South Orange County Community College District, its Board of Trustees, officers, agents, employees, representatives, and volunteers from any and all losses, costs or expenses resulting from claims, suits or judgments rendered for violation of rights under such patents, copyright, or application. Contractor shall reimburse District and the District, its officialsBoard of Trustees, officers, agents, employees, agentsrepresentatives, and/or volunteers, volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein providedprovided herein. This hold harmless and indemnification includes, but is not limited to, compensatory damages, regulatory fines, penalties, and extra-contractual liability. In no event shall the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers be liable for any loss of Contractor's ’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the District its Board of Trustees, officers, agents, employees, representatives, and/or volunteers have been advised in advance of the possibility of such damages. A. Contractor’s obligation to indemnify the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers shall not be restricted to insurance proceeds, if any, received by the District, its directorsBoard of Trustees, officials officers, agents, employees, agentsrepresentatives, or and/or volunteers. Notwithstanding . B. The Parties understand and agree that this shall be the foregoingsole indemnity, to the extent Contractor's Services are subject to as defined by California Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENTgoverning this Agreement. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESAny other indemnity that may be attached to this Agreement as an Exhibit shall be void and unenforceable between the Parties. bC. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release Contractor from its obligations to indemnify as to any claims or causes of action asserted so long as the event(s) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTORupon which such claim or cause of action is predicated shall have occurred prior to the effective date of termination or completion.

HOLD HARMLESS AND INDEMNIFICATION. To a. The CONTRACTOR shall hold harmless, indemnify, and defend the fullest extent permitted by lawCOUNTY and its officers, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free from and harmless from against any and all claims, demandsactions, causes of actionsuits, costsliabilities, losses, expenses, liabilitydamages, loss, damage or injury and judgments of any kindnature whatsoever, including reasonable costs and attorneys' fees in law defense thereof, for injury, sickness, disability, or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance work performed under this Contract, or caused or occasioned in whole or in part by reason of the Contractor's Servicespresence of the CONTRACTOR or its subcontractors or their property upon or in the proximity of the property of the COUNTY. PROVIDED, that the Project CONTRACTOR'S obligation hereunder shall not extend to injury, sickness, death, or this Agreementdamage caused by or arising out of the sole negligence of the COUNTY or its officers, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, or agents, and/or volunteers, for . b. In any and all legal expenses claims against the COUNTY and costs incurred its officers, officials, employees, and agents by each any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws, its directorsincluding but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, officials officersthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this section shall be incorporated, as relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR’S obligations under this Section 7 shall survive termination and expiration of this Contract. c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending all claims alleging loss from action, error, or omission, or breach of any common law, statutory, or other delegated duty by the CONTRACTOR, or the CONTRACTOR'S employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Grant Recipient shall protect, indemnify, and save harmless the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the DistrictCounty, its officialsofficers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) Grant Recipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) work, services, materials, or supplies performed or provided by Grant Recipient’s employees or other suppliers in connection with or support of the performance of this Agreement. Xxxxx Recipient further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Agreement by the Grant Recipient, its officers, employees, volunteers agents, representatives, or subcontractors. This duty to repay the County shall not be diminished or extinguished by the expiration or prior termination of the Agreement. Grant Recipient agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless King County, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof, for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to any use of or occurrence on the Project that is the subject of this Agreement, or Grant Recipient’s exercise of rights and privileges granted by this Agreement, except to the extent of the County's sole negligence. Grant Recipient’s obligations under this Section shall include: A. The duty to promptly accept tender of defense and provide defense to the County at the Grant Recipient’s own expense; B. Indemnification of claims made by Grant Recipient’s employees or agents; and C. Waiver of Grant Recipient’s immunity under the industrial insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify King County, which waiver has been mutually negotiated by the parties. In the event it is necessary for the County to incur attorney's fees, legal expenses or other costs to enforce the provisions of this Section, all such fees, expenses and costs shall be recoverable from the Grant Recipient. In the event it is determined that RCW 4.24.115 applies to this Agreement, the Grant Recipient agrees to protect, defend, indemnify and save the County, its officers, officials, employees and agents free and harmless from any and all claims, demands, causes of actionsuits, costspenalties, expenseslosses damages judgments, liability, loss, damage or injury costs of any kind, in law kind whatsoever for bodily injury to persons or equity, damage to property (hereinafter "claims"), arising out of or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, way resulting from the Grant Recipient’s officers, employees, subcontractorsagents and/or subcontractors of all tiers, Contractors acts or agents in connection with the omissions, performance of failure to perform the Contractor's Services, the Project or rights and privileges granted under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the maximum extent Contractor's Services are subject permitted by law or as defined by RCW 4.24.115, as now enacted or hereafter amended. A hold harmless provision to Civil Code Section 2782.8, the above indemnity protect King County similar to this provision shall be limited, to included in all Agreements or subcontractor Agreements entered into by Grant Recipient in conjunction with this Agreement. Grant Recipient’s duties under this Section 21 will survive the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, expiration or relate to the negligence, recklessness, or willful misconduct earlier termination of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawA. The District agrees to protect, Contractor shall defend (with counsel of District’s choosing)defend, indemnify indemnify, and hold harmless the DistrictCity, its elected officials, officers, employees, agents, and volunteers and agents free and harmless from any and all claims, demands, causes of actionlosses, liens, liabilities, penalties , fines, lawsuits, and other proceedings and all judgments, awards, costs, expenses, liability, loss, damage and expenses (including reasonable attorneys’ fees and disbursements) caused by or injury occurring by reason of any kindnegligent act, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining toerror, or incident to any alleged acts, errors or omissions, or willful misconduct omission of Contractorthe District, its officials, officers, employees, subcontractorsor agents, Contractors arising out of or agents in connection with the performance or non-performance of the Contractor's Servicesservices, duties, and obligations required of the Project or District under this Agreement. B. In the event that the District and the City are both negligent, including without limitation then the payment District’s liability for indemnification of all consequential the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, expert witness judgments, costs, and expenses (including reasonable attorneys’ fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and disbursements) that can be apportioned to the District, its officials, officers, employees, and agents. C. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the immunity of the District under Washington’s Industrial Insurance Act, and/or volunteersRCW Title 51, for as respects the other party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the employees of the District. The parties acknowledge that these provisions were specifically negotiated and agreed upon by them. D. The City’s inspection or acceptance of any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify District’s work when completed shall not be restricted grounds to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity avoid any of these covenants of indemnification. E. Nothing contained in this section of this Agreement shall be limited, construed to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, create a liability or relate to the negligence, recklessness, or willful misconduct a right of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtindemnification in any third party. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESF. The provisions of this section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. If an action is filed in which it is claimed or alleged that any damages, injuries, or deaths arose out of, pertained to, or related to negligent acts, errors or omissions, recklessness, or willful misconduct of Contractor (or any person or organization for whom Contractor is legally liable), in the performance of the services for District, Contractor agrees, at its own expense, to defend District, its Governing Bodies, Directors, officers, employees and agents; provided that no settlement of a claim shall be made without the consent of District. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing)indemnify, indemnify save and hold the harmless District, its officialsGoverning Bodies, Directors, officers, employees, volunteers employees and agents free from and harmless from any and against all claims, demands, causes of action, costs, costs and expenses, liabilityincluding reasonable attorney’s fees, lossand liability for any damages, damage injuries or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner deaths arising out of, pertaining to, or incident relating to any alleged the negligent acts, errors or omissions, recklessness, or the willful misconduct of ContractorContractor (or any person or organization for whom Contractor is legally liable), directly or indirectly related to the services provided hereunder excepting there from only those claims, demands, or liability caused by the sole or active negligence, or the willful misconduct of the District. Contractor will reimburse District for any expenditure or fees District may make by reason of such matters. To the extent permitted by law, Contractor shall also indemnify the District, its officialsGoverning Bodies, Directors, officers, employeesemployees and agent, subcontractorsagainst any and all claims, Contractors or agents in connection with the performance of the Contractor's Servicesdemands, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District expenses at law or in equity including reasonable attorneys’ fees, and liability, suffered or incurred on account of, or that may at any time arise out of, or are in any way connected with, any breach by Contractor, or its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agentssub-Contractors, or volunteers. Notwithstanding subcontractors, of the foregoingobligations, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain tocovenants, or relate to the negligence, recklessness, any other provisions of this Agreement. This Section shall survive any expiration or willful misconduct termination of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor 5.1 LMG shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless IIC from any and all claims, demands, causes of actionliability, costs, and expenses, including reasonable attorneys' fees, arising out of LMG's negligent act(s) or omission(s); LMG's refusal to comply with the terms of this Agreement; LMG's failure to comply with any law or regulation with respect to its duties hereunder, except that LMG shall not be required to indemnify or hold harmless IIC for any act or omission of LMG which was directed orally or in writing by IIC unless LMG knew that such direction by IIC was contrary to applicable law or regulation or was otherwise contrary to standard industry practices and LMG failed to advise IIC. 5.2 IIC shall indemnify and hold harmless LMG from any and all claims, liability, losscosts, damage and expenses, including reasonable attorneys' fees, arising out of IIC's negligent act(s) or injury omission(s); IIC's refusal to comply with the terms of this Agreement; IIC's failure to comply with any law or regulation with respect to the offering or sale of contracts, or the records maintained. LMG may rely on instructions of any kind, in law or equity, person indicated on IIC's "Schedule of Authorized Personnel," attached hereto as APPENDIX D. Each such person is authorized to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident give instructions under this section with respect to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents matter arising in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify LMG shall not be restricted liable for, and shall be indemnified by IIC against, any losses arising from any action taken or omitted by LMG in good faith on reliance upon such instruction. 5.3 Neither party shall be entitled to insurance proceedsindemnification from the other party for any claim resulting from its own negligent act(s) or omission(s). 5.4 If any claim is made by a party which would give rise to a right or indemnification under paragraph 5.1, if anythe party entitled to indemnification (the "Indemnified Party") promptly will give notice of the claim to the party required to provide indemnification (the "Indemnifying Party"). The Indemnifying Party shall have the right, received at its option and its own expense and by its own counsel, to participate in the District, its directors, officials officers, employees, agents, or volunteersdefense of any such indemnified claim for which indemnification is provided by this Agreement. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to control or represent the extent Contractor's Services are subject to Civil Code Section 2782.8, Indemnified Party in the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct defense of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtany claim. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. DocuSign Envelope ID: 09BA3F2C-1E27-4CE8-96E6-870012503D6B Additionally, CITY shall indemnify COUNTY for CITY’s apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 23 above. CITY shall further indemnify COUNTY for CITY’s apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY’s apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY, at minimum, for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY’s apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To BROKER agrees to indemnify, hold harmless, and defend to the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the Districtlaw SBBC, its members, elected officials, officers, employees, volunteers and agents free and harmless or employees from any and all claims, demands, causes of actionjudgments, costs, expensesand expenses including, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining but not limited to, or incident to any alleged actsreasonable attorney's fees, errors or omissionsreasonable investigative and discovery costs, or willful misconduct of Contractorcourt costs, and all other sums which SBBC, its officialsmembers, officers, or employees may pay or may be incurred by SBBC, or become obligated to pay on account of any, all, and every claim, demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of acts or omissions of BROKER, its agents, servants or employees, subcontractorsproducts, Contractors goods, or services furnished by BROKER, its agents, servants or employees; the equipment of BROKER, its agents, servants, or employees while such equipment is on premises owned or controlled by SBBC; or the negligence or other culpability of BROKER or the negligence or other culpability of BROKER's agents in connection with when acting within the performance scope of the Contractor's Servicestheir employment, the Project or this Agreementwhether such claims, including without limitation the payment of all consequential judgments, costs, and expenses be for damages, expert witness fees damage to property including SBBC's property, and attorneys fees and other related costs and expensesinjury or death of any person whether employed by BROKER, SBBC or otherwise. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. ContractorBROKER agrees that BROKER's obligation to indemnify hold harmless and defend an indemnitee under Section 4.5 with respect to a claim, judgment, cost, or expense resulting from bodily injury, personal injury, or damage to tangible property, caused in whole or in part by BROKER, its agents, servants or employees, shall apply whether or not be restricted the claim, judgment, cost, or expense is due to insurance proceeds, if any, received or caused in part by the Districtnegligence or other culpability of the indemnitee, its directors, officials officers, employees, agents, excluding only the sole negligence or volunteersother sole culpability of the indemnitee. Notwithstanding the foregoing, Any remedy provided to an indemnitee by this Section 4.5 shall be in addition to and not in lieu of any other remedy available to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, indemnitee under this Agreement or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtotherwise. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To For good and sufficient consideration, the fullest extent permitted by lawreceipt of which is hereby acknowledged, Contractor shall defend the undersigned does hereby agree to indemnify, protect, save and hold harmless the Archbishop of Cincinnati and his successors as Trustee for the Congregation of the Parish set forth below, and the Archdiocese of Cincinnati, and the Parish set forth below (with counsel of District’s choosingcollectively, the foregoing are the “Archdiocese”), indemnify and hold the Districttheir respective representatives, its officialsagents, officers, and employees, volunteers from and agents free and harmless from against any and all claimsliabilities, demandsactions, causes of action, costssuits, expensesclaims, liabilityjudgments, losslosses, damage costs and expenses arising out of or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, way related to or incident to connected with the use or occupancy of the premises of the Archdiocese by the undersigned or by any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officersthe undersigned’s agents, employees, subcontractorsinvitees, Contractors representatives or guests, which use or occupancy results in any injury to persons or property, except to the extent such injury is caused solely and directly by the negligent acts or omissions of the Archdiocese, their respective representatives, agents or employees. If any claim is alleged against the Archdiocese or their respective representatives, agents or employees by anyone (including governmental agencies) arising out of or in any way related to the use or occupancy of the premises by the undersigned or its agents, employees, invitees, representatives or guests, it is expressly understood and agreed that the undersigned shall take over the defense of each and every such claim promptly and pay all attorney’s fees, judgments, settlement payments and all other costs and expenses whatsoever incurred in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment defense of all consequential damagessuch claims, expert witness fees without exception, it being expressly understood that the undersigned shall be and attorneys fees remain fully responsible for all such claims and other related costs will hold the aforementioned indemnitees completely harmless from and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for against any and all legal liabilities, actions, causes of action, suits, claims, judgments, losses, costs and expenses and costs incurred by each of them whatsoever in connection therewith therewith. If this instrument is executed by a limited liability company, corporation, partnership, association, organization or other group or entity, the undersigned (i) represents and warrants that it has in enforcing place liability insurance with coverage limits of at least $1,000,000.00 per occurrence and such insurance shall be in effect on the indemnity herein provideddate of the activity to be conducted upon the premises, (ii) agrees to name the Archbishop of Cincinnati and his successors as Trustee for the Congregation of the Parish set forth below, and the Archdiocese of Cincinnati, and the Parish, as additional insureds under such general liability insurance policy and to provide satisfactory evidence of such additional insurance coverage to the Archdiocese prior to the date of the activity to be conducted upon the premises, and (iii) represents and warrants that the person executing this instrument is authorized to sign it on behalf of such group or entity. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received (If Signed by an Individual) Signature: Name: Date: Signature: Printed Name: Title: Date: Name of Parish: Holy Redeemer Catholic Church Paid $ Date: Cash Check# Paid $ Date: Cash Check# The Parish Hall of the Church of the Holy Redeemer has been built by its members for use by the Districtparish family in fulfilling the work of Xxxxx. Therefore, its directors, officials officers, employees, agents, or volunteers. Notwithstanding there will be no reservations accepted for the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct use of the Contractorhall by non-members of Holy Redeemer Parish except for civic use and non-profit organizations. Contractor agrees The Church reserves the right to waive all rights refuse use of subrogation against the Districthall to any person or organization it deems inappropriate. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To SUBRECIPIENT covenants and agrees for itself, its successors and assigns and every successor in SUBRECIPIENT’s interest in the fullest extent permitted by lawPROPERTY or any part thereof, Contractor that SUBRECIPIENT, and its successors and assigns, shall defend (with counsel of District’s choosing), indemnify and hold harmless the DistrictCOUNTY and its Agencies, its officialsDistricts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, volunteers agents and agents free representatives (individually and harmless collectively hereinafter referred to as Indemnitees) from any and all claimsliability, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining toclaim, or incident to damage whatsoever, based or asserted upon any alleged acts, errors omissions and/or services of SUBRECIPIENT (or omissions, or willful misconduct of Contractorits successors and assigns), its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, representatives arising out of or in any way relating to the extent Contractor's Services are SUBRECIPIENT AGREEMENT or this COVENANT AGREEMENT, including but not limited to property damage, bodily injury, or death, or any other element of any kind or nature. SUBRECIPIENT, and its successors and assigns, shall defend, at its sole expense, including all costs and fees ( including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards), the Indemnitees in any claim or action based upon such alleged acts, omissions, or services. With respect to any action or claim subject to Civil Code Section 2782.8indemnification herein by SUBRECIPIENT, and its successors and assigns, SUBRECIPIENT, and its successors and assigns, shall, its sole cost, have the above indemnity right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes SUBRECIPIENT’s, its successors’ and assigns’, indemnification to Indemnitees as set forth herein. SUBRECIPIENT’s, its successors’ and assigns’, obligation hereunder shall be limitedsatisfied when SUBRECIPIENT, and its successors and assigns, have provided to COUNTY the extent appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. The specified insurance limits required by Civil Code Section 2782.8in this COVENANT AGREEMENT shall in no way limit or circumscribe SUBRECIPIENT’s, its successors’ and assigns’ obligations to claims that arise out of, pertain to, or relate to indemnify and hold harmless the negligence, recklessness, or willful misconduct Indemnitees herein from third party claims. The indemnification and hold harmless obligations set forth herein shall survive the termination and expiration of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis COVENANT AGREEMENT. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To From and after the fullest extent permitted by lawClosing, Contractor shall defend (with counsel of District’s choosing), the Seller will indemnify and hold the DistrictBuyer and its assigns, its officialssubsidiaries, divisions, affiliates, officers, employeesdirectors, volunteers agents and agents free and employees harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilitydamage, loss, damage liability or injury expense (including attorneys' fees and litigation expenses) incurred as a result of or in connection with: (a) the material untruth, violation or breach (collectively referred to as "breach") of any kindof the representations, warranties, agreements or obligations set forth in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents made in connection with the performance this Agreement; or (b) any occurrence, act or omission of the ContractorSeller, which occurrence, act or omission occurred prior to the Closing and for which the Seller is legally responsible; or (c) any liabilities not disclosed on any Schedule hereto affecting any Assets being transferred hereunder. Seller shall deliver 4,200 shares of the Stock Consideration, which becomes fully tradeable on January 2, 2002, to G. Stepxxx Xxxxxxx, X.A. ("Escrow Agent") to be held in escrow as security for Seller's Servicesindemnification obligations regarding the material untruth violation or breach of the representations and warranties set forth in Section 8 of this Agreement ("Escrowed Shares"). Said Escrowed Shares shall be released to the Seller's individual shareholders or their designee if no claim of indemnification is asserted by the Buyer under this Section 10 within two hundred seventy (270) days of the Closing Date. Buyer will notify Escrow Agent in writing no later than the close of business on the 270th day from the Closing Date of any pending indemnification claim. In the absence of such notice, the Project Escrowed Shares may be released to the shareholders or their designee. The Buyer will give Seller written notice of each time Buyer becomes aware of any fact or circumstance which may give rise to an obligation of the Seller to indemnify Buyer under this Section 10, which notice shall be accompanied by a copy of any claim made which may result in such obligation to indemnify. All claims for indemnification must be submitted by Buyer to Seller within Two Hundred Seventy (270) days of the Closing Date. The Buyer's claim for indemnification ("Indemnification Demand") shall state: (a) which of Seller's material representations or warranties are untrue or have been breached; (b) the amount of losses, damages or expenses which the Buyer has incurred or has suffered or is expected to suffer to which the Buyer may be entitled to indemnification pursuant to this Section 10. The Seller may object to the Indemnification Demand by sending Buyer a written notice stating the objections and grounds for the objections ("Indemnification Objection"). If no Indemnification Objection is sent within fifteen (15) days after Seller's receipt of the Buyer's Indemnification Demand, Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Indemnification Demand and shall pay the full amount claimed in the Indemnification Demand within thirty (30) days. If for any reason the amount claimed in the Indemnification Demand is not paid within thirty (30) days, the Buyer may institute legal proceedings to enforce payment of the indemnification claim contained in the Indemnification Demand and any other claim for indemnification that the Buyer may have under this Agreement, including without limitation . Buyer agrees that it will not make a claim for indemnification under this Section 10 for matters in the payment aggregate having a value of all consequential damages, expert witness fees and attorneys fees and other related costs and expensesless than $5,000.00. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, The Seller's liability for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, Indemnification Demand is limited to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictEscrowed Shares. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Landlord shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the fullest extent permitted Premises or be in, on, or about the same, whether such loss, injury, death or damage shall be caused by lawany other matter or thing whether of the same kind as or of a different kind than the matters or things above set forth, Contractor and Tenant shall defend (with indemnify Landlord against all claims, liability, loss or damage whatsoever on account of any such loss injury, death or damage. Tenant hereby waives all claims against Landlord for damages to the Building and Related Improvements that are now on or hereafter placed or built on the property and to the property of Tenant in, on or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time. The two preceding sentences shall not apply to Landlord for loss, injury, death or damage arising by reason of negligence or the willful misconduct of Landlord, its agents, employees or contractors or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease. If any action or proceeding is brought against Landlord by any person alleging an injury or loss for which the Tenant is liable hereunder, Tenant shall, upon notice from Landlord, defend, at its expense, such action or proceeding by counsel of District’s choosing), reasonably satisfactory to Landlord. Tenant agrees to indemnify and hold the District, its officials, officers, employees, volunteers and agents free and save Landlord harmless from against any and all claims, demands, causes of actiondamages, costs, costs and expenses, liabilityincluding reasonable attorney's fees for the defense thereof, arising from the conduct or management of the activities conducted by Tenant in the Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any act of negligence of Tenant, its agents, contractors, servants, employees, sublessees, concessionaires or licensees, in or about the Premises and the sidewalks and parking areas adjoining the same, provided that the same arises out of facts and circumstances occurring on or after the date on which Tenant first occupies the Premises. In case of any action or preceding brought against Landlord by reason of any such claim, upon notice from landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Landlord shall not be liable and Tenant waives all claims for damage to person or property sustained by Tenant or Tenant's employee's, agents, servants, invitees and customers resulting from the Building or any equipment or appurtenances thereunto appertaining becoming out of repair, or resulting from any accident in or about the Premises. The preceding three sentences shall not apply to Landlord for any claim, loss, damage or injury of any kindinjury, in law or equity, to property or persons, including wrongful death, in any manner or damage arising out of, pertaining to, or incident to any alleged acts, errors or omissions, from the negligence or willful misconduct of ContractorLandlord, its officials, officers, employees, subcontractors, Contractors agents or agents employees of from any breach or default on the part of Landlord in connection with the performance of any covenant or agreement on the Contractor's Services, the Project or this Agreement, including without limitation the payment part of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation Landlord to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, performed pursuant to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct terms of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis Lease. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To This agreement shall not constitute nor be considered a partnership, joint venture, or agency relationship between the fullest extent permitted Exhibition Sponsor, Exhibit Management, CCSA, Exhibitor and the Sacramento Convention Center. Exhibitor hereby agrees to indemnify, hold harmless and defend the Exhibition Sponsor, Exhibit Management, CCSA and the Sacramento Convention Center, and their respective officers, directors, and employees (Indemnities) from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever as they arise (including but not limited to court costs, interest and attorney’s fees) which the Indemnities may incur, suffer, be part to, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of these terms, conditions, and rules, or violation of any ordinance or statute by law, Contractor shall defend (with counsel Exhibitor or any of District’s choosing), indemnify its employees or agents. The Exhibitor assumes full responsibility and hold liability for the District, actions of its officials, officersagents, employees, volunteers and agents free independent contractors, whether acting within or without the scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise because of the acts or omission of its agents, employees, or independent contractors whether acting within or without the scope of their authority. Exhibition Sponsor and Exhibit Management hereby each agree to indemnify, hold harmless and defend the Exhibitor and its respective officers, directors, and employees (Indemnities) from and against any and all claimsliability, demands, causes of action, costs, expenses, liabilityresponsibility, loss, damage damage, cost, or injury expense of any kindkind whatsoever as they arise (including but not limited to court costs interest and attorney’s fees) which the Indemnities may incur, in law or equitysuffer, to property or persons, including wrongful death, in any manner arising out of, pertaining be part to, or be required to pay, incident to or arising directly or indirectly from any alleged actsintentional or negligent act or omission or breach of these terms, errors or omissionsconditions, and rules, or willful misconduct violation of Contractorany ordinance or statute by Exhibition Sponsor and/or Exhibit Management or any of their employees, its officials, officersor agents. Exhibition Sponsor and Exhibit Management assumes full responsibility and liability for the actions of their agents, employees, subcontractorsand independent contractors, Contractors whether acting within or agents in connection with without the performance scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise because of the Contractor's Services, the Project acts or this Agreement, including without limitation the payment omission of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officerstheir agents, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each or independent contractors whether acting within or without the scope of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districttheir authority. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To A. The Contractor agrees that it is financially responsible for and will repay the fullest extent permitted by lawCounty all indicated amounts following an audit exception which occurs due to the negligence, Contractor shall defend (with counsel of District’s choosing)intentional act, indemnify and hold the Districtand/or failure, its officials, officers, employees, volunteers and agents free and harmless from for any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equityreason, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct comply with the terms of this Contract by the Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteersrepresentatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract. B. To the maximum extent permitted by law, for the Contractor shall protect, defend, indemnify, and save harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, subcontractors and/or agents, in its performance and/or non-performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, the Contractor shall protect and assume the defense of the County and its officers, agents and employees in all legal expenses or claim proceedings arising out of, in connection with, or incidental to its indemnity obligation; and shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs incurred by each the County on account of them in connection therewith such litigation or in enforcing claims. Title 51 RCW. If the indemnity herein provided. County incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor's obligation to indemnify . C. To the maximum extent permitted by law, the County shall not be restricted to insurance proceedsprotect, if anydefend, received by indemnify, and save harmless the DistrictContractor, its directors, officials officers, employees, agentsand agents from any and all costs, or volunteers. Notwithstanding the foregoingclaims, to the extent Contractor's Services are subject to Civil Code Section 2782.8judgments, the above indemnity shall be limitedand/or awards of damages, to the extent required by Civil Code Section 2782.8, to claims that arise arising out of, pertain or in any way resulting from, the negligent acts or omissions of the County, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The County agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the County, by mutual negotiation, hereby waives, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. D. For purposes of this section, claims shall include, but not be limited to, assertions that use or relate to the negligencetransfer of software, recklessnessbook, document, report, film, tape, or willful misconduct sound reproduction or material of the Contractor. Contractor agrees to waive all rights any kind, delivered hereunder, constitutes an infringement of subrogation against the Districtany copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIIE. The indemnification, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITYprotection, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772defense and save harmless obligations contained herein shall survive the expiration, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESabandonment or termination of this Contract. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Park District assumes no liability for injury to persons or damage to personal property occurring on the fullest extent permitted by law, Contractor Licensed Premises. Detweiller BMX shall defend (with counsel of District’s choosing), indemnify and hold harmless the DistrictPark District and its officers, its officials, officers, employees, volunteers and agents free from and against all claims, damages, losses and expenses, including but not limited to legal fees (attorney’s and paralegals’ fees and court costs), arising from or in any way connected with (i) the conduct or management of the Premises or of any business or activityy therein, or any work or thing whatsoever done, or condition created in or about the Premises during the term of this License; (ii) any act, omission wrongful act or negligence of Detweiller BMX or any of D e t w e i l l e r B M X ’s or USA BMX’s members, guests, invitees or licensees (if applicable), or the partners, directors, officers, agents, employees, invitees or contractors of Detweiller BMX or Detweiller BMX’s members, guests, invitees or licensees; (iii) any accident, injury or damage whatsoever occurring in or at the Premises. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph. Detweiller BMX shall similarly protect, indemnify and hold and save harmless the Park District, its officers, officials, employees, volunteers and agents against and from any and all claims, demandscosts, causes causes, actions and expenses including but not limited to legal fees, incurred by reason of actionDetweiller BMX’s breach of any of its obligations under, or Detweiller BMX’s default of, any provision of this Agreement. However, Detweiller BMX shall not indemnify the Park District against actions, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees damages and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, liabilities to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, attributable to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, negligent or relate to the negligence, recklessness, wrongful acts or willful misconduct omissions of the Contractor. Contractor agrees to waive all rights of subrogation against the Park District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, the Contractor shall defend (with counsel of District’s choosing)indemnify, indemnify defend, and hold the District, harmless Kitsap County and its elected and appointed officials, officers, employees, volunteers and agents free (collectively “Indemnitees”) from and harmless against all Claims resulting from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contract, whether such Claims arise from the acts, errors, or omissions of the Contractor's Services, the Project its Personnel, third parties, or this Agreementanyone directly or indirectly employed by any of them, including without limitation the payment of all consequential damagesor anyone for whose acts, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officialserrors, officers, employees, agents, and/or volunteers, or omissions for which any and all legal expenses and costs incurred by each of them may be liable. It is the specific intent of the parties that the Indemnitees shall, in connection therewith or in enforcing all instances except Claims arising from the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, sole negligence or willful misconduct of the Indemnitees, be indemnified by the Contractor from and against any and all Claims. With regard to any Claim against any Indemnitee by any of the Contractor’s Personnel, or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the Contractor’s indemnification obligation shall not be limited in any way by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or the Contractor’s Personnel under workers compensation acts, disability benefit acts, or other employee benefit acts. Solely for the purposes of this indemnification provision, the Contractor agrees expressly waives its immunity under Title 51 RCW (Industrial Insurance) and acknowledges this waiver was mutually negotiated by the parties. Should a court of competent jurisdiction determine the Contract is subject to waive all rights RCW 4.24.115, then, in the event of subrogation against liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the Districtconcurrent negligence of the Contractor and the County, its officers, officials, employees, and agents, the Contractor’s liability hereunder, including the duty and cost to defend, will be only to the extent of the Contractor’s negligence. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Grant Recipient shall protect, indemnify, and save harmless the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the DistrictCounty, its officialsofficers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) Grant Recipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) work, services, materials, or supplies performed or provided by Grant Recipient’s employees or other suppliers in connection with or support of the performance of this Agreement. Xxxxx Recipient further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Agreement by the Grant Recipient, its officers, employees, volunteers agents, representatives, or subcontractors. This duty to repay the County shall not be diminished or extinguished by the expiration or prior termination of the Agreement. Grant Recipient agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless King County, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, and judgments, including costs of defense thereof, for injury to persons, death, or property damage which is caused by, arises out of, or is incidental to any use of or occurrence on the Project that is the subject of this Agreement, or Grant Recipient’s exercise of rights and privileges granted by this Agreement, except to the extent of the County's sole negligence. Grant Recipient’s obligations under this Section shall include: A. The duty to promptly accept tender of defense and provide defense to the County at the Grant Recipient’s own expense; B. Indemnification of claims made by Grant Recipient’s employees or agents; and C. Waiver of Grant Recipient’s immunity under the industrial insurance provisions of Title 51 RCW, but only to the extent necessary to indemnify King County, which waiver has been mutually negotiated by the parties. In the event it is necessary for the County to incur attorney's fees, legal expenses or other costs to enforce the provisions of this Section, all such fees, expenses and costs shall be recoverable from the Grant Recipient. In the event it is determined that RCW 4.24.115 applies to this Agreement, the Grant Recipient agrees to protect, defend, indemnify and save the County, its officers, officials, employees and agents free and harmless from any and all claims, demands, causes of actionsuits, costspenalties, expenseslosses damages judgments, liability, loss, damage or injury costs of any kind, in law kind whatsoever for bodily injury to persons or equity, damage to property (hereinafter "claims"), arising out of or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, way resulting from the Grant Recipient’s officers, employees, subcontractorsagents and/or subcontractors of all tiers, Contractors acts or agents in connection with the omissions, performance of failure to perform the Contractor's Services, the Project or rights and privileges granted under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the maximum extent Contractor's Services are subject permitted by law or as defined by RCW 4.24.115, as now enacted or hereafter amended. A hold harmless provision to Civil Code Section 2782.8, the above indemnity protect King County similar to this provision shall be limitedincluded in all Agreements or subcontractor Agreements entered into by Grant Recipient in conjunction with this Agreement. Grant Recipient’s duties under this Section 21 will survive the expiration or earlier termination of this Agreement. 22. NONDISCRIMINATION King County Code (“KCC”) chapters 12.16 through 12.19 apply to this Agreement and are incorporated by this reference as if fully set forth herein. In all hiring or employment made possible or resulting from this Agreement, to the extent required by Civil Code Section 2782.8there shall be no discrimination against any employee or applicant for employment because of sex, to claims that arise out ofrace, pertain tocolor, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or relate to the negligenceexpression or age except minimum age and retirement provisions, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtunless based upon a bona fide occupational qualification. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY's apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 24 above. CITY shall further indemnify COUNTY for CITY's apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY's apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY's apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawPermittee, Contractor shall for itself, its successors, agents, contractors and employees, xxxxxx agrees to hold harmless, defend (with counsel satisfactory to CITY) and indemnify CITY, and its officers, officials, volunteers, employees and agents (all of District’s choosingthe above hereinafter collectively, known as "Indemnitees"), from and against all claims, cause of actions, proceedings, losses, damages, liability, cost, and expense (including, without limit, any fines, penalties, judgments, litigation costs, attorney's fees and consulting, engineering and construction costs) for actual loss of or damage to property and for injuries to or death of any person (including, but not limited to, the property and employees of each party) ("Liability") when caused by, arising out of or related to the activities or Facilities described in this Agreement. The duty of Permittee to indemnify and save harmless includes the duties to defend as set forth in Section 2778 of the Civil Code. It is the express intent of the parties that Permittee will indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless Indemnitees from any and all claims, demandssuits or actions arising from any cause whatsoever as set forth above regardless of the existence or degree of fault or negligence on the part of CITY, causes of action, costs, expenses, liability, loss, damage Permittee or injury any subcontractor or employee of any kindof these, in law or equityexcept to the extent the Liability was the result of the negligence, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance criminal acts of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the DistrictCITY, its directors, officials officers, employeesofficials, employees and agents. Should any discharge, leakage, spillage, emission or pollution of any type occur upon or from the Public Right-of-Way attributable to Permittee's use or occupancy, Permittee at its expense, shall clean all affected property to the reasonable satisfaction of CITY and any governmental body having jurisdiction. Removal and disposal of all excavation materials, hazardous, toxic, or volunteers. Notwithstanding the foregoingnot, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limitedthe sole responsibility of Permittee. Permittee shall indemnify, hold harmless and defend Indemnitees (with counsel satisfactory to CITY) against all claims, courts or administrative proceedings seeking to impose liability on CITY as a result of Permittee's breach of this section or as a result of any such discharge, leakage, spillage, emission or pollution, regardless of whether such Liability, cost or expense arises during or after the extent required by Civil Code term of this Agreement. The obligations of Permittee under this Section 2782.8, 26 to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct indemnify and hold harmless shall survive termination of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY, its officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of action, costs, expensessuits, liability, loss, damage or injury expenses, damages, and judgments of any kindnature whatsoever, including reasonable costs and attorneys’ fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR’S acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents omissions in connection with the performance of this Contract. PROVIDED HOWEVER, that the Contractor's ServicesCONTRACTOR’S obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the Project or this Agreementsole negligence of the COUNTY, including without limitation the payment of all consequential damagesits officers, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, employees or agents, and/or volunteers, for . b. In any and all legal expenses claims against the COUNTY, its officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws. By executing this Contract, its directorsthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, officials officersas relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. c. The CONTRACTOR’S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR’S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To The Provider shall defend, hold harmless and indemnify the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the DistrictEmployer, its officialsGoverning Board, its officers, employeesand employees (hereinafter ”Indemnified Parties”) from every claim, volunteers obligation, demand and agents free and harmless from any and all claimslawsuit, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that which may arise out of, pertain be connected with or made by reason of the employees of the Employer purchase of Provider’s annuity policies and/or custodial accounts, Provider’s non-compliance with applicable rules and regulations including incorrect administration of such annuity policies and/or custodial accounts, actions or inactions taken by the Provider’s employees, agents and/or representatives. Provider shall satisfy any and all judgment rendered or settlement against any of the Indemnified Parties, including attorney fees, except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct of any Indemnified Parties. Employer, its Governing Board, and Officers shall not be held responsible, in any event, regarding any claim or direction given to the Provider by Participants, including but not limited to, account investment direction, loan, distribution or relate hardship withdrawal request. Employer shall notify Provider within a reasonable amount of time on the receipt of any such claim, demand or suit. No Endorsement of Provider. Provider hereby acknowledges that no endorsement or recommendation, written or otherwise implied, is made of the Provider, its products, agents and/or representatives. Provider, its agents and/or representatives shall make no representations to the negligencecontrary. By executing this Agreement, recklessnessProviders name shall be placed on a list of like Providers that have executed such Agreement with the Employer. Such list may be referred to as the “Approved Provider List”. The term “Approved,” in reference to the “Approved Provider List” shall not signify that the Employer approved, endorsed or willful misconduct is making a recommendation of any product or service offered by the ContractorProvider. Contractor agrees to waive all rights of subrogation against The term “Approved” in this context shall only represent that the DistrictProvider executed this Agreement and that the Provider is in good standing with the Employer at the time such list is published. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY, its officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of action, costs, expensessuits, liability, loss, damage or injury expenses, damages, and judgments of any kindnature whatsoever, including reasonable costs and attorneys' fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful deathwhich are caused in whole or in part by any act or omission, in any manner arising out ofnegligent or otherwise, pertaining to, of CONTRACTOR or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents which arise in connection with the performance work performed under this Contract, or are caused or occasioned in whole or in part by reason of the Contractor's Servicespresence of the CONTRACTOR or its subcontractors or their property upon or in the proximity of the property of the County. PROVIDED, that the Project CONTRACTOR'S obligation hereunder shall not extend to injury, sickness, death or this Agreementdamage caused by or arising out of the sole negligence of the COUNTY, including without limitation the payment of all consequential damagesits officers, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, employees or agents, and/or volunteers, for . b. In any and all legal expenses claims against the COUNTY, its officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws, its directorsincluding but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, officials officersthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR’S obligations under this Section [7] shall survive termination and expiration of this Contract. c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY, its officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of action, costs, expensessuits, liability, loss, damage or injury expenses, damages, and judgments of any kindnature whatsoever, including reasonable costs and attorneys' fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR'S acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents omissions in connection with the performance of this Contract. PROVIDED, that the Contractor's ServicesCONTRACTOR'S obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the Project or this Agreementsole negligence of the COUNTY, including without limitation the payment of all consequential damagesits officers, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, employees or agents, and/or volunteers, for . b. In any and all legal expenses claims against the COUNTY, its officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws including but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, its directorsthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, officials officersas relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTORS obligations under this Section 8 shall survive termination and expiration of this Contract. c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, A. The Contractor shall defend (with counsel of District’s choosing)indemnify, indemnify defend, and hold harmless the DistrictCHA, its officialsrespective commissioners, board members, officers, directors, agents, construction management firm, employees, volunteers vendors, invitees and agents free visitors from and harmless from against any and all claims, suits, actions, judgments, demands, causes of actionlosses, costs, expenses, liabilitydamages, lossand liability caused by, damage resulting from (directly or injury indirectly), or arising out of Contractor’s violation or breach of any kindterm of this Contract or the negligent acts, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining toerrors, or incident to any alleged acts, errors or omissions, or willful misconduct omissions of the Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, subcontractors, materialmen, or representatives arising in tort or in the performance of the Work under this Contract. B. The Contractor shall indemnify and hold harmless the CHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors from and against any and all claims and demands of third persons resulting from the Contractor’s non-compliance with any of the provisions of the CHA’s policies and directly related governmental statutes regarding Equal Employment Opportunity and other similarly titled policies and statutes. C. The extent of this paragraph shall not be limited by the insurance the Contractor provides and/or volunteersby the insurance required under this Contract. D. The Contractor further agrees that it will not hold the CHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors responsible for loss, damage or injury caused by any fault or negligence of other consultants or contractors providing work or services in connection with the Project. The Contractor agrees that it will look solely to said consultants or contractors for recovery from them, or any of them, for any such damage or injury. E. The Contractor’s duties and all legal expenses responsibilities under this paragraph include, without limitation, investigation and costs incurred by each defense of them in connection therewith any such claims asserted or in enforcing suit brought against the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the DistrictCHA, its respective commissioners, board members, officers, directors, officials officersagents, construction management firm, employees, vendors, invitees and visitors, and payment of any judgment against CHA, its respective commissioners, board members, officers, DocuSign Envelope ID: 69F31EDE-4375-42B0-9E70-5B710A66B8FA directors, agents, construction management firm, employees, vendors, invitees and visitors resulting from any such claim or volunteerssuit. Notwithstanding It is further agreed that the foregoingCHA, its respective commissioners, board members, officers, directors, agents, construction management firm, employees, vendors, invitees and visitors have the right, at their respective option, to participate in any such claim resolution or litigation without, however, relieving the extent Contractor's Services are subject Contractor of its obligations hereunder; and further provided that this paragraph shall not apply to Civil Code Section 2782.8injury, sickness, disease, death or destruction, the above indemnity proximate cause of which is an act or omission of the CHA. F. Nothing contained in this paragraph shall be limited, construed to obligate Contractor to indemnify the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to CHA for the negligence, recklessness, CHA’s own negligence or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtmisconduct. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIIG. For purposes of this paragraph, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES“CHA” shall include all CHA-controlled entities described as “additional insureds” in the insurance requirements attached hereto. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In the fullest extent permitted by lawevent a claim is made against the CITY, Contractor shall its officers, other officials, agents and employees or any of them, or if the CITY is made a party-defendant in any proceedings arising out of or in connection with this AGREEMENT, the OWNER shall, except for negligent acts or omissions of the CITY, its officers, agents and employees or any of them, defend (with counsel of District’s choosing), indemnify and hold the DistrictCITY and such officers, its other officials, agents and employees harmless from all claims, liabilities, losses, taxes, judgments, costs, fees, including expenses and reasonable attorney fees, in connection therewith in excess of the proceeds of any insurance or indemnification held by the CITY and actually received. Any such indemnified person may obtain separate counsel at his own expense. However, if the Code of Professional Responsibility requires such indemnified person to be separately defended where there is no consent to a conflict of interest, then OWNER shall bear such expense. The CITY and such officers, employeesother officials, volunteers agents and agents free employees shall reasonably cooperate in the defense of such proceedings and harmless from be available for any litigation related appearances which may be required. Further, OWNER shall be entitled to settle any and all claimsclaims for money, demandsin such amounts and upon such terms as to payment as it may deem appropriate, causes without the prior approval or consent of actionthe CITY, its officers, other officials, agents and employees as the case may be. Further, OWNER may be entitled to settle all non-monetary claims upon such terms as it may deem appropriate after receiving approval or consent of the CITY, which approval or consent shall not be unreasonably withheld. In the event CITY unreasonably withholds such approval or consent, OWNER'S obligation to indemnify and defend shall terminate. The OWNER releases from and agrees that the CITY, its officers, other officials, agents and employees shall not be liable for any liability, losses, judgments, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or personsfees, including wrongful death, in any manner reasonable attorneys' fees and expenses arising out of, pertaining to, of or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's ServicesCITY'S failure to approve final plans, provided, however, the Project OWNER does not relinquish his right to receive the reimbursement provided for herein and to such extent the OWNER retains the right to legal or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation equitable action against the DistrictCITY for declaratory judgment, injunctive relief and mandamus. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s and Contractor’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Neither party shall be liable to the other party for indirect or consequential damages, lost profits, lost revenue, loss of use, incidental or punitive damages, even if such damages are foreseeable or a party has been advised of the possibility of such damages. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor Tenant shall defend (with counsel of District’s choosing), indemnify and hold Landlord, the DistrictGround Lessor, the Agency and the City of San Jose xxx their respective officers, agents and employees harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable architects' and attorneys' fees (collectively referred to in this Section 15.6 as "claim") which may be imposed upon or incurred by or asserted against the Agency, Landlord, the Ground Lessor or the City of San Jose xx their respective officers, agents and employees by reason of any of the following occurrences during the term of this Lease arising out of Tenant's operations; provided, however, that Tenant shall have no obligation to indemnify and hold Landlord, the Agency, the Ground Lessor or the City of San Jose, xxspectively, and their respective officers, agents and employees, harmless from and against any matter to the extent it arises from the gross negligence or willful act of Landlord, the Agency, the Ground Lessor or the City of San Jose, xxspectively, or their respective officers, agents or employees or from Landlord's breach of this Lease or from conduct resulting in an award of punitive damages against Landlord, the Agency, the Ground Lessor or City of San Jose, xxspectively: (a) Any work or thing done in, on or about the Premises and the improvements thereon or construction of any improvements by or at the direction of Tenant; or (b) Any use, non-use, possession, occupation, condition operation, maintenance or management of the Premises or any part thereof by or at the direction of Tenant; or (c) Subject to Section 15.3, any negligence on the part of Tenant or any of its officialsagents, officerscontractors, servants, employees, volunteers subtenants, operators, licensees or invitees; or (d) Subject to Section 15.3, any accident, injury or damage to any person or property occurring in, on or about the Promises or any part thereof; or (e) Any failure on the part of Tenant to perform or comply with any of the terms, provisions, covenants and conditions contained in this Lease on its part to be performed or complied with on its part. In case any action or proceeding is brought against Landlord, the Agency, the Ground Lessor or the City of San Jose xx their respective officers, agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury employees by reason of any kindsuch claim, in law Tenant, upon written notice from Landlord, shall, at Tenant's expense, resist or equity, to property defend such action or persons, including wrongful death, in any manner arising out of, pertaining to, proceeding by counsel selected by Tenant or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the ContractorTenant's Servicesinsurance carrier and reasonably approved by Landlord, the Project or this AgreementAgency, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agentsGround Lessor, and/or volunteersthe City of San Jose, for any and all legal expenses and costs incurred by each of them in connection therewith xxichever such entities are named as parties to such action or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtproceeding. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor SUBRECIPIENT shall defend (with counsel of District’s choosing), 9 indemnify and hold harmless the DistrictCounty of Riverside, its officialsAgencies, Districts, Special Districts 10 and Departments, their respective directors, officers, Board of Supervisors, elected and 11 appointed officials, employees, volunteers agents and agents free representatives individually and harmless collectively 12 hereinafter referred to as “Indemnitees” from any and all claimsliability whatsoever, demands, causes based or asserted upon 13 any acts or services of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of ContractorSUBRECIPIENT, its officials, officers, employees, subcontractors, Contractors agents or agents 14 representatives arising out of or in connection with the performance of the Contractor's Services, the Project or any way relating to this Agreement, including without limitation but not limited 15 to property damage, bodily injury, or death or any other element of any kind or nature whatsoever 16 arising from the payment performance of all consequential damagesSUBRECIPIENT, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officialsofficers, officersagents, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents17 subcontractors, or volunteersrepresentatives from this Agreement. Notwithstanding the foregoingSUBRECIPIENT shall defend, to the extent Contractor's Services are subject to Civil Code Section 2782.8at its 18 sole expense, the above indemnity shall be all costs and fees including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards, the extent required Indemnitees in any claim or action based upon such 19 alleged acts or omissions. 20 With respect to any action or claim subject to indemnification herein by Civil Code Section 2782.8SUBRECIPIENT, SUBRECIPIENT shall, at their sole cost, have the right to claims that arise out ofuse counsel of their own choice and shall have the right to adjust, pertain tosettle, or relate compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes SUBRECIPIENT’S indemnification to Indemnitees as set forth herein. SUBRECIPIENT’S obligation hereunder shall be satisfied when SUBRECIPIENT has 27 provided to COUNTY the negligence, recklessness, appropriate form of dismissal relieving COUNTY as Indemnitees 28 from any liability for the action or willful misconduct of claim involved. The specified insurance limits required in this Agreement shall in no way limit or 1 circumscribe SUBRECIPIENT’S obligations to indemnify and hold harmless the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.Indemnitees

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor A. DISTRICT shall defend (with counsel of District’s choosing), indemnify and hold harmless the DistrictCOUNTY, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives from any liability, claim, damage or action whatsoever, based or asserted upon any act or omission of DISTRICT, its officers, employees, volunteers contractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death. DISTRICT shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlements or awards, the COUNTY, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents free and harmless representatives in any such action or claim. With respect to any action or claim subject to indemnification herein by DISTRICT, DISTRICT shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes DISTRICT 's indemnification of COUNTY. DISTRICT 's obligations hereunder shall be satisfied when DISTRICT has provided to COUNTY the appropriate form of dismissal (or similar document) relieving the DISTRICT from any liability for the action or claim involved. Any insurance coverage shall in no way limit or circumscribe DISTRICT 's obligations to indemnify and all claimshold harmless the COUNTY. B. COUNTY shall indemnify and hold harmless the DISTRICT, demandsits Agencies, causes of actionDistricts, costsSpecial Districts and Departments, expensestheir respective directors, officers, elected and appointed officials, employees, agents and representatives from any liability, lossclaim, damage or injury action whatsoever, based or asserted upon any act or omission of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of ContractorCOUNTY, its officials, officers, employees, subcontractorscontractors, Contractors agents or agents representatives arising out of or in connection with the performance of the Contractor's Services, the Project or any way relating to this Agreement, including without limitation but not limited to property damage, bodily injury, or death. COUNTY shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlements or awards, the payment of all consequential damagesDISTRICT, expert witness fees its Agencies, Districts, Special Districts and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officialsDepartments, their respective directors, officers, employees, agents, and/or volunteers, for any elected and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officersappointed officials, employees, agentsagents and representatives in any such action or claim. With respect to any action or claim subject to indemnification herein by COUNTY, COUNTY shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or volunteerscompromise any such action or claim without the prior consent of DISTRICT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes COUNTY's indemnification of DISTRICT. Notwithstanding the foregoing, to the extent ContractorCOUNTY's Services are subject to Civil Code Section 2782.8, the above indemnity obligations hereunder shall be limited, satisfied when COUNTY has provided to DISTRICT the extent required by Civil Code Section 2782.8, appropriate form of dismissal (or similar document) relieving the DISTRICT from any liability for the action or claim involved. Any insurance coverage shall in no way limit or circumscribe COUNTY's obligations to claims that arise out of, pertain to, or relate to indemnify and hold harmless the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictDISTRICT. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law9.1 Permittee, Contractor for itself, its agents, contractors and employees, shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the DistrictCity, its officialsduly elected and appointed officers, officersagents, employees, volunteers and agents free representatives from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, fines, costs and expenses including without limitation reasonable attorneys’ fees, and penalties or losses of any kind or nature whatsoever, arising out of this Agreement and any Permit, except to the extent arising from the City’s or its officers’, agents’, employees’ or representatives’ negligence, willful misconduct or criminal act. 9.2 This indemnification shall include without limitation: (1) claims for injury to or death of any person; (2) property damage; (3) performance or failure to perform the obligations under this Agreement and any Permit by Permittee, or its contractors, subcontractors, agents, employees, or other persons acting on Permittee’s behalf; (4) the design, placement, maintenance, repair, or condition of the Facilities; (5) all claims, demands, damage, causes of action, proceedings, loss, liability, costs and expenses (including reasonable attorneys’ fees) of any kind alleging injury to or death of persons or damage to public or private property including environmental damage that arises from or is directly attributable to, the Facilities or any release, remediation, and/or clean-up costs caused by any release of hazardous materials or contaminants from the Facilities during operations and/or after abandonment; and (6) all other claims of any nature whatsoever which may arise directly or indirectly from the Work, except and to the extent caused by the City’s sole negligence, willful misconduct or criminal acts. 9.3 In the event that the City or any of its duly elected or appointed officers, agents, employees or representatives shall be made a party to any action due to Permittee’s violation of this Agreement or any Permit or any federal, state or local laws including but not limited to Section 4 of this Agreement, Permittee shall indemnify, defend (with legal counsel acceptable to City) and hold the City harmless from any and all such claims. 9.4 The provisions of this Section 9 shall apply regardless of whether the City prepared, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining tosupplied, or incident to approved plans or specifications or inspected any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project Work or improvements installed and constructed pursuant to this Agreement, including without limitation the payment of all consequential damages, expert witness fees Agreement and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictPermit. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a) SUBRECIPIENT shall defend (with counsel of District’s choosing), indemnify and hold harmless the DistrictCOUNTY and its Agencies, its officialsDistricts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, volunteers agents and agents free and harmless representatives from any and all claimsliability, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining toclaim, or incident to damage whatsoever, based or asserted upon any alleged acts, errors services provided or omissions, or willful misconduct of Contractoractions caused by SUBRECIPIENT, its officials, officers, employees, subcontractors, Contractors agents, or agents in connection with the performance of the Contractor's Servicesrepresentatives, the Project or this AgreementContractor(s), including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, their officers, employees, subcontractors, agents, and/or volunteersor representatives, for any and all legal expenses and costs incurred by each arising out of them in connection therewith or in enforcing any way relating to this AGREEMENT, including but not limited to property damage, bodily injury, death or any other element of any kind or nature whatsoever resulting from any service related to the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceedsWORK provided by SUBRECIPIENT or Contractor(s), if any, received by the District, its directors, officials their officers, employees, subcontractors, agents, or volunteers. Notwithstanding representatives; SUBRECIPIENT shall defend, at its sole expense, including all costs and fees (including but not limited to attorney fees, cost of investigation, defense and settlements or awards) the foregoingCOUNTY and its Agencies, to the extent Contractor's Services are subject to Civil Code Section 2782.8Districts, the above indemnity shall be limitedSpecial Districts and Departments, to the extent required by Civil Code Section 2782.8their respective directors, to claims that arise out ofofficers, pertain toBoard of Supervisors, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts, omissions, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESservices. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTORWith respect to any action or claim subject to indemnification herein by SUBRECIPIENT, SUBRECIPIENT shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes SUBRECIPIENT’s indemnification to COUNTY as set forth herein. c) SUBRECIPIENT’s obligation hereunder shall be satisfied when SUBRECIPIENT has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. d) The specified insurance limits required in this AGREEMENT shall in no way limit or circumscribe SUBRECIPIENT’s obligations to indemnify and hold harmless the COUNTY herein from third party claims. The hold harmless and indemnification obligations set forth herein shall survive the termination and expiration of this AGREEMENT.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY's apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 25 above. CITY shall further indemnify COUNTY for CITY's apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY's apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY's apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY’s apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 23 above. CITY shall further indemnify COUNTY for CITY’s apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the participating jurisdictions and the COUNTY as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY’s apportioned share of any liability for the household hazardous waste. COUNTY shall require VSQGs and Nonprofit Charitable Reusers to indemnify COUNTY, at minimum, for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The VSQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to VSQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY’s apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. The Contractor agrees that it is liable to the WSIB for any financial loss incurred by the WSIB resulting from or occurring due to negligence, misconduct, wrongful act or omission, breach of fiduciary duty, or the failure by the Contractor or any Subcontractor or any employee or agent of either for any reason to comply with the terms of this Contract or applicable law. The Contractor shall promptly reimburse the WSIB for, and otherwise hold the WSIB harmless from and against, any such financial loss including, but not limited to, any costs and reasonable attorney’s fees incurred by the WSIB in connection with such loss. To the fullest extent permitted by law, the Contractor shall expressly agrees to, and shall, indemnify, defend (with counsel of District’s choosing), indemnify and hold harmless the Districtstate of Washington, its officialsthe WSIB, officersand all officials and employees of the state, and members and employees of the WSIB and any funds for which the WSIB has responsibility to invest, from and against all claims, and any damage or loss related to such claims including but not limited to claims for injuries or death, and reasonable attorney’s fees, in each case, arising out of or resulting from, or incident to, the Contractor’s, any Subcontractor’s or any employee’s or agent’s (of either) negligence, misconduct, wrongful act or omission, breach of fiduciary duty, the failure by the Contractor or any Subcontractor or employee or agent of either for any reason to comply with the terms of this Contract or applicable law, or any errors on the part of Contractor (or any party to whom it outsources). The Contractor’s obligation to indemnify, defend, and hold harmless includes, but is not limited to, any claim by the Contractor’s agents, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining torepresentatives, or incident any Subcontractor or its employees, agents or representatives. Brokers, dealers and counterparties are not “agents” or “Subcontractors” for purposes of this Contract. The Contractor’s obligation to any alleged actsindemnify, errors or omissionsdefend, and/or hold harmless the state of Washington, the WSIB, or willful misconduct other persons or entities, under subsections 13.1 or 13.2 above, shall not be eliminated or reduced by any actual or alleged concurrent negligence of Contractorthe state of Washington, or its officialsemployees or agents, officersor of the WSIB, or the WSIB’s members, employees, subcontractorsor other officials. The Contractor waives its immunity under Title 51 RCW (Industrial Insurance) to the extent it is required to indemnify, Contractors defend and hold harmless the WSIB or agents in connection with the performance of the Contractor's Servicesany other state agency, the Project person, or entity under this AgreementContract. The Contractor warrants that no person or selling agent has been paid, including without limitation the payment of all consequential damagesemployed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officialspercentage, officersbrokerage or contingent fee, employeesexcepting bona fide employees or a bona fide, agentsestablished, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith commercial or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received selling agency maintained by the DistrictContractor for the purpose of securing business which is disclosed, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoingin writing, to the extent WSIB. The WSIB has the right, in the event of breach of this clause by the Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to annul this Contract without liability or, in the extent required by Civil Code Section 2782.8WSIB’s discretion, to claims that arise out ofdeduct from the Contract price or consideration or recover by other means the full amount of such commission, pertain topercentage, brokerage or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtcontingent fee. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To A. In providing services under this Contract, the fullest extent permitted by Agency is an independent Agency. The Agency shall be responsible, through the City as its fiscal agent, for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a City employee under state or local law. B. The Washington Association of Sheriffs and Police Chiefs and the City, Contractor shall defend (with counsel except as the Agency’s fiscal agent, assumes no responsibility for the payment of District’s choosing)any compensation, indemnify and hold wages, benefits, or taxes, by, or on behalf of the DistrictAgency, its officialsemployees, and/or others by reason of this Contract. The Agency shall protect, indemnify, defend, and save harmless the City and the Washington Association of Sheriffs and Police Chiefs and each of their officers, employeesagents, volunteers and agents free employees (together, “Indemnified Parties”) from and harmless from against any and all claims, demands, causes of action, costs, expensesand/or losses whatsoever occurring or resulting from (1) the Agency’s failure to pay any such compensation, liabilitywages, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining tobenefits, or incident taxes, and/or (2) the supplying to any alleged actsthe Agency of work, errors or omissionsservices, materials, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors supplies by Agency employees or agents other suppliers in connection with or support of the performance of this Contract. C. The Agency agrees that it is financially responsible for and will repay the Contractor's ServicesIndemnified Parties all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the Project or terms of this AgreementContract by the Agency, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteersrepresentatives. This duty to repay the City shall not be diminished or extinguished by the termination of the Contract. D. To the maximum extent permitted by law, for the Agency shall protect, defend, indemnify, and save harmless the Indemnified Parties from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts, errors, or omissions or misconduct of the Agency, its officers, employees, subagencies and/or agents, in its performance or non-performance of its obligations under this Contract. The Agency agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Agency, by mutual negotiation, hereby waives, as respects the Indemnified Parties only, any immunity that would otherwise be available against such claims under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, the Agency shall protect and assume the defense of the Indemnified Parties in all legal expenses or claim proceedings arising out of, in connection with, or incidental to its indemnity obligation; and shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs incurred by each the Indemnified Parties on account of them in connection therewith such litigation or in enforcing claims. Title 51 RCW. If the indemnity herein provided. Contractor's obligation Indemnified Parties incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to indemnify enforce the provisions of this article, all such fees, expenses, and costs shall not be restricted to insurance proceedsrecoverable from the Agency. E. To the maximum extent permitted by law, if anythe City shall protect, received by defend, indemnify, and save harmless the DistrictAgency, its directors, officials officers, employees, agentsand agents from any and all costs, or volunteers. Notwithstanding the foregoingclaims, to the extent Contractor's Services are subject to Civil Code Section 2782.8judgments, the above indemnity shall be limitedand/or awards of damages, to the extent required by Civil Code Section 2782.8, to claims that arise arising out of, pertain or in any way resulting from, the negligent acts or omissions of the City, its officers, employees, and/or agents, in its performance and/or non-performance of its obligations under this Contract. The City agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the City, by mutual negotiation, hereby waives, as respects the Agency only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Agency incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the City. F. For purposes of this section, claims shall include, but not be limited to, assertions that use or relate to the negligencetransfer of software, recklessnessbook, document, report, film, tape, or willful misconduct sound reproduction or material of the Contractor. Contractor agrees to waive all rights any kind, delivered hereunder, constitutes an infringement of subrogation against the Districtany copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIIG. The indemnification, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITYprotection, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772defense, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESand save harmless obligations contained herein shall survive the expiration, abandonment, or termination of this Contract. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawThe successful bidder xxxxx agrees to indemnify, Contractor shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the District, City (including its officials, officers, agents, employees, volunteers and agents free representatives) from and harmless from against any and all claims of any kind or nature presented against the City arising out of vendor’s (including vendor’s employees, representatives, and subcontractors) performance under this agreement, excepting only such claims, demands, causes costs or liability which may arise out of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, the sole negligence or willful misconduct of Contractorthe City. INDEPENDENT CONTRACTOR Contractor covenants that it presently has no interest, its officialsand shall not acquire any interest, officersdirect or indirect, employeesfinancial or otherwise, subcontractors, Contractors which would conflict in any manner or agents in connection degree with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expensesservices hereunder. Contractor further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall reimburse District be employed. Contractor certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City of Anaheim. It is expressly agreed by Contractor that in the performance of the services required under this contract, Contractor, and any of its officials, officers, subcontractors or employees, shall at times be considered independent contractors and not agents of City of Anaheim. INFORMED PROPOSER Proposers are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals. Failure to do so will be at Proposers’ own risk and they cannot secure relief on the plea of error. INK OR TYPEWRITTEN For proposals submitted in hard copy (paper) format, all information, prices, notations, signatures, and corrections must be in ink or typewritten. Mistakes may be crossed out and corrections typed or printed adjacent to the mistake and initialed in ink by the person signing the proposal. INSURANCE REQUIREMENTS Within ten (10) consecutive calendar days of award of contract, Successful Proposer must furnish the City with the Certificates of Insurance proving coverage as specified in the specifications and naming the City of Anaheim, its officers and agents, and/or volunteers, for any and all legal expenses and costs incurred Additional Insured by each of them in connection therewith or in enforcing endorsement. Failure to furnish the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by required certificates within the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct time allowed may result breach of the Contractorcontract. Contractor agrees to waive all rights Please see Appendix 1 for a listing of subrogation against the Districtinsurance requirements. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To 14.1 Franchisee shall hold harmless from and indemnify the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the DistrictCounty, its elected and appointed officials, officers, employees, volunteers and agents free and harmless from any and volunteers, against all claims, demands, causes of actionlosses, suits, actions, costs, counsel fees, litigation costs, expenses, liabilitydamages, lossjudgments, or decrees by reason of damage to any property or business and/or any death, injury or disability to or of any kindperson or party of any nature arising out of or suffered, directly or indirectly, in law whole or equityin part, to property or personsfrom the actions, including wrongful deatherrors, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct breach of Contractorany common law, statutory, regulatory or contractual obligations in connection with the activities of Franchisee, its sub-contractors, assigns, agents, contractors, or employees, under this franchise, any permit under County code, or in connection with the use of the public right-of-way; PROVIDED that nothing herein shall require Franchisee to hold harmless from and indemnify the County, its elected and appointed officials, officers, employees, subcontractorsand volunteers, Contractors against claims, demands, or agents in connection with suits based solely upon the performance negligence of the Contractor's ServicesCounty, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees its elected and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its appointed officials, officers, employees, agentsand volunteers; and PROVIDED FURTHER, and/or volunteersthat if the claims, for any and all legal expenses and costs incurred demands, or suits are caused by each or result from the concurrent negligence of them in connection therewith or in enforcing (a) the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the DistrictCounty, its directorselected and appointed officials, officials officers, employees, and volunteers and (b) Franchisee, its sub-contractors, assigns, agents, contractors, or volunteers. Notwithstanding the foregoingemployees, and involve those actions covered by RCW 4.24.115, this indemnity provision, with respect to liability for damages arising out of bodily injury to persons or damage to property based upon such concurrent negligence, shall be valid and enforceable only to the extent Contractorof Franchisee's Services negligence or the negligence of its sub- contractors, assigns, agents, contractors, or employees, except as limited below. This indemnification provision constitutes Franchisee’s waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 14.2 Franchisee further agrees to process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the actions, errors, omissions, or breach of any obligations of Franchisee’s sub-contractors, assigns, agents, contractors, or employees, arising out of or in connection with any activities related to this franchise or Franchisee’s use of the public right-of-way. Xxxxxxxxxx's duty to assume the defense and to pay all expenses thereof shall apply to all claims or allegations of negligence where any duty to provide indemnification in whole or in part potentially applies, whether or not the injuries or damages are subject ultimately found to Civil Code Section 2782.8be due to the negligence of Franchisee arising out of the franchise or any use of the public right-of-way. 14.3 In the event that Franchisee refuses the tender of defense in any suit or any claim, said tender having been made pursuant to the above indemnity indemnification provision contained herein, and said refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall be limitedagree to decide the matter), to have been a wrongful refusal on the extent required by Civil Code Section 2782.8part of Franchisee, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct then Franchisee shall pay all of the Contractor. Contractor agrees to waive County’s costs for defense of the action, including all rights of subrogation against the Districtexpert witness fees, costs, and reasonable attorney’s fees, including costs and fees incurred in recovering under this indemnification provision. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor A. The DISTRICT shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold the Districtdefend MOUNTLAKE TERRACE, its officers, appointed and elected officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of action, costs, expensessuits, liability, loss, damage or injury expenses, damages and judgments of any kindnature whatsoever, including costs and attorney's fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, of the DISTRICT's negligent or incident to any alleged intentional acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents omissions in connection with the performance of this AGREEMENT and arising by reason of the ContractorDISTRICT's Servicesparticipation in this PROJECT; PROVIDED, HOWEVER, that the DISTRICT's obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of MOUNTLAKE TERRACE, its officers, elected and appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the Project or this AgreementDISTRICT's obligations hereunder shall apply only to the percentage of fault attributable to the DISTRICT, including without limitation the payment of all consequential damagesits officers, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, employees or agents. This promise to indemnify and hold harmless shall include claims or litigation brought by the District’s employees, as well as third parties, and to the extent necessary, the DISTRICT waives its immunity under RCW Title 51. This waiver is mutually negotiated by MOUNTLAKE TERRACE and the DISTRICT. B. MOUNTLAKE TERRACE shall hold harmless, indemnify and defend the DISTRICT, its officers, employeesappointed and elected officials, employees and agents, and/or volunteers, for from and against any and all legal expenses claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including costs incurred and attorney's fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by each or arising out of them the MOUNTLAKE TERRACE's negligent or intentional acts, errors or omissions in connection therewith or the performance of this AGREEMENT and arising by reason of the MOUNTLAKE TERRACE's participation in enforcing this PROJECT; PROVIDED HOWEVER, that the indemnity herein provided. ContractorMOUNTLAKE TERRACE's obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the DISTRICT, its officers, elected and appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the MOUNTLAKE TERRACE's obligations hereunder shall apply only to the percentage of fault attributable to the MOUNTLAKE TERRACE, its officers, elected and appointed officials, employees or agents. This promise to indemnify and hold harmless shall not be restricted to insurance proceeds, if any, received include claims or litigation brought by the District, its directors, officials officers, Mountlake Terrace employees, agentsas well as third parties, or volunteers. Notwithstanding the foregoing, and to the extent Contractor's Services are subject to Civil Code Section 2782.8necessary, MOUNTLAKE TERRACE waives its immunity under RCW Title 51. This waiver is mutually negotiated by MOUNTLAKE TERRACE and the DISTRICT. C. The parties hereby agree that, except as expressly set forth in this AGREEMENT, the above indemnity performance of services pursuant to this AGREEMENT shall be limited, to the extent required not constitute an assumption by Civil Code Section 2782.8, to claims that arise out of, pertain to, MOUNTLAKE TERRACE of any DISTRICT obligations or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtresponsibilities. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIID. The parties hereby agree that, PARAGRAPH 1 OF THIS except as expressly set forth in this AGREEMENT, the performance of services pursuant to this AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESshall not constitute an assumption by DISTRICT of any MOUNTLAKE TERRACE obligations or responsibilities. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTORE. The provisions of this article shall survive the expiration or termination of this AGREEMENT with respect to any event occurring prior to such expiration or termination.

HOLD HARMLESS AND INDEMNIFICATION. To DIA shall indemnify, hold harmless, and defend Hospital, it’s subsidiaries, affiliate companies, any of their successors or assigns, and any of their directors, officers, shareholders, employees, servants, agents, invitees and licensees from (i) any claims made against them by third parties in connection with the fullest extent permitted negligent performance or willful misconduct, or (ii) any destruction or damage to property of Hospital, by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the DistrictDIA, its officialsdirectors, officers, employees, volunteers agents or subcontractors under this Agreement. DIA will promptly reimburse Hospital for all costs and damages it may incur associated with acts and claims covered by XXX’s indemnity Subject to the limitations of law, including but not limited to the Oklahoma Governmental Tort Claims Act, 51 O.S. § 151, et.seq., Hospital agrees to indemnify, hold harmless and defend DIA, its directors, officers, employees, agents free or subcontractors from (i) any claims made by third parties in connection with negligent performance or willful misconduct, (ii) any claims made by third parties in connection with acts or obligations which are Hospital’s responsibility under this Agreement, or not related to a duty assumed by DIA hereunder, (iii) any destruction or damage to property of DIA, by Hospital, its subsidiaries, affiliate companies, any of their successors or assigns, and harmless from any of their directors, officers, shareholders, employees, servants, agents, invitees and licensees under this Agreement, or (iv) any and all claims, demands, causes liability and responsibility of action, costs, expenses, liability, loss, damage or injury every nature associated with the operation of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractorand services provided by the Hospital’s Radiology Department, its officialsemployees and independent contractor(s), officers, employees, subcontractors, Contractors or agents in connection prior to the date on which DIA commenced providing its services to Hospital under this Agreement. Hospital will promptly reimburse DIA for all costs and damages it may incur associated with acts and claims covered by Hospital’s indemnity. Should litigation arise out of failure of either party to comply with the performance terms of the Contractor's Services, the Project or this Agreement, the non- prevailing party will pay all expenses, including without limitation the payment of all consequential damagesattorney fees, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each the prevailing party because of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtfailure. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, the Contractor and its subcontractor(s) shall defend (with counsel of District’s choosing), indemnify indemnify, and hold harmless the District, its officialsBoard of Trustees, officers, agents, employees, representatives, and volunteers and agents free and harmless (collectively “Indemnified Parties”) from any and all claims, demands, causes of action, costs, expenses, liabilityliabilities, loss, damage or injury of any kindlosses, in law or equity, to property damage, personal injury, damages or personsinjuries/illnesses (including COVID-19) of any kind, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, negligence, recklessness or willful misconduct of Contractor, Contractor and/or its subcontractor’s officials, officers, agents, employees, subcontractorsrepresentatives, Contractors or agents volunteers, in connection with the performance of the Contractor's Services, the Project Contractor or its subcontractor’s services of this AgreementAgreement or obligations hereunder, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees fees, attorney’s fees, and other related costs and expenses. In the event any article sold and delivered hereunder is covered by any patent, copyright, or application thereof, Contractor and/or its subcontractors shall reimburse District defend, indemnify, and hold harmless South Orange County Community College District, its officialsBoard of Trustees, officers, agents, employees, representatives, and volunteers from any and all losses, costs or expenses resulting from claims, suits or judgments rendered for violation of rights under such patents, copyright, or application. Contractor and/or its subcontractor(s) shall reimburse the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers, volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein providedprovided herein. Contractor's This hold harmless and indemnification includes, but is not limited to, compensatory damages, regulatory fines, penalties, and extra-contractual liability. In no event shall the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers be liable for any loss of Contractor and/or its subcontractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the District its Board of Trustees, officers, agents, employees, representatives, and/or volunteers have been advised in advance of the possibility of such damages. A. Contractor and its subcontractor’s obligation to indemnify the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers shall not be restricted to insurance proceeds, if any, received by the District, its directorsBoard of Trustees, officials officers, agents, employees, agentsrepresentatives, or and/or volunteers. Notwithstanding . B. The Parties understand and agree that this shall be the foregoingsole indemnity, to the extent Contractor's Services are subject to as defined by California Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENTgoverning this Agreement. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESAny other indemnity that may be attached to this Agreement as an Exhibit shall be void and unenforceable between the Parties. bC. Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release Contractor and/or its subcontractors from their obligations to indemnify as to any claims or causes of action asserted so long as the event(s) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTORupon which such claim or cause of action is predicated shall have occurred prior to the effective date of termination or completion.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor A. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY and its officers, its officials, employees and agents, from and against any and all third-party claims, actions, suits, liability, losses, expenses, damages, and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business arising from the services rendered by CONTRACTOR pursuant to this Agreement Despite the above, in no event shall CONTRACTOR obligated to indemnify defend and save harmless the County their officers, officials, employees, volunteers and contractors, agents free and harmless from to the extent that any and all claims, demands, causes of action, costs, expenses, liability, loss, damage action claim or injury of any kindloss occurs or results, in law whole or equityin part, to property from the acts or personsomissions of the Franklin County their officers, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employeescontractors, agents, or volunteers. Notwithstanding third parties B. In any and all claims against the foregoingCOUNTY and its officers, to officials, employees and agents by any employee of the extent Contractor's Services are subject to Civil Code Section 2782.8CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the above indemnity indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the parties hereto that the Contractor expressly waives any immunity the CONTRACTOR might have had under such laws, including but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, the CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this section shall be limitedincorporated, to as relevant, into any contract the extent required by Civil Code CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR’s obligations under this Section 2782.87 shall survive termination and expiration of this Contract. C. The CONTRACTOR's obligations hereunder shall include, to claims that arise out of, pertain but are not limited to, investigating, adjusting and defending all claims alleging loss directly arising from action, error or relate to the negligence, recklessnessomission, or willful misconduct breach of any common law, statutory or other delegated duty by the Contractor. Contractor agrees to waive all rights of subrogation against CONTRACTOR, or the DistrictCONTRACTOR’s employees, agents or subcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To From and after the fullest extent permitted by lawClosing, Contractor shall defend (with counsel of District’s choosing), the Seller will indemnify and hold the DistrictBuyer and its assigns, its officialssubsidiaries, divisions, affiliates, officers, employeesdirectors, volunteers agents and agents free and employees harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilitydamage, loss, damage liability or injury expense (including attorneys' fees and litigation expenses) incurred as a result of or in connection with: (a) the material untruth, violation or breach (collectively referred to as "breach") of any kindof the representations, warranties, agreements or obligations set forth in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents made in connection with the performance this Agreement; or (b) any occurrence, act or omission of the ContractorSeller, which occurrence, act or omission occurred prior to the Closing and for which the Seller is legally responsible; or (c) any liabilities not assumed by Buyer affecting any Assets being transferred hereunder. Seller shall deliver 12,600 shares of the Stock Consideration, which becomes fully tradeable on January 2, 2002, to G. Stepxxx Xxxxxxx, X.A. ("Escrow Agent") to be held in escrow as security for Seller's Servicesindemnification obligations regarding the material untruth, violation or breach of the representations and warranties set forth in Section 7 of this Agreement ("Escrowed Shares"). Said Escrowed Shares shall be released to the Seller's individual shareholders or designee if no claim for indemnification is asserted by the Buyer under this Section 9 within two hundred seventy (270) days of the Closing Date. Buyer will notify Escrow Agent, in writing, no later than close of business (5:00 p.m. EST) on the 270th day from the Closing Date, of any pending indemnification claim. In the absence of such notice, the Project Escrowed Shares may be released to the Shareholders or their designee by the Escrow Agent as directed by the Shareholders or their designee. The Buyer will give Seller written notice of any or circumstance which may give rise to an obligation of the Seller to indemnify Buyer under this Section 9, which notice shall be accompanied by a copy of any claim made which may result in such obligation to indemnify. All claims for indemnification must be submitted by Buyer to Seller within Two Hundred Seventy (270) days of the Closing Date. The Buyer's claim for indemnification ("Indemnification Demand") shall state: (a) which of Seller's material representations or warranties are untrue or have been breached; (b) the amount of losses, damages or expenses which the Buyer has incurred or has suffered or is expected to suffer to which the Buyer may be entitled to indemnification pursuant to this Section 9. The Seller may object to the Indemnification Demand by sending Buyer a written notice stating the objections and grounds for the objections ("Indemnification Objection"). If no Indemnification Objection is sent within fifteen (15) days after Seller's receipt of the Buyer's Indemnification Demand, Seller shall be deemed to have acknowledged the correctness of the claim or claims specified in the Indemnification Demand and shall pay the full amount claimed in the Indemnification Demand within thirty (30) days. If for any reason the amount claimed in the Indemnification Demand is not paid within thirty (30) days, the Buyer may institute legal proceedings to enforce payment of the indemnification claim contained in the Indemnification Demand and any other claim for indemnification that the Buyer may have under this Agreement, including without limitation . Buyer agrees that it will not make a claim for indemnification under this Section 8 for matters in the payment aggregate having a value of all consequential damages, expert witness fees and attorneys fees and other related costs and expensesless than $5,000.00. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, The Seller's Liability for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, Indemnification Demand is limited to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictEscrowed Shares. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To a. The CONSULTANT shall hold harmless, indemnify, and defend the fullest extent permitted by lawCOUNTY (which for purposes of this Section 7 means the COUNTY as defined above together with its officers, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers volunteers, and agents free agents) from and harmless from against any and all claims, demandsactions, causes suits, liability, losses, expenses, damages, and judgments of actionany nature whatsoever, including costs, expenses, liabilityexpert witness fees, lossand attorney’s fees in defense thereof, for injury, sickness, disability, or death to persons or damage or injury of any kind, in law or equity, to property or personsbusiness, including wrongful death, in any manner caused by or arising out ofof the CONSULTANT’S acts, pertaining toerrors, or incident to any alleged omissions or the acts, errors or omissionserrors, or willful misconduct omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerssubCONSULTANTs, or anyone for whose acts any and all legal expenses and costs incurred by each of them may be liable, in connection therewith the performance of this Contract. Claims shall include, but not be limited to, assertions that information supplied or used by the CONSULTANT or subCONSULTANT infringes any patent, copyright, trademark, trade name, or otherwise results in enforcing an unfair trade practice. PROVIDED HOWEVER, that the indemnity herein provided. Contractor's obligation to indemnify CONSULTANT’S obligations hereunder shall not be restricted extend to insurance proceedsinjury, if anysickness, received death, or damage caused by or arising out of the Districtsole negligence of the COUNTY. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONSULTANT’S obligations hereunder shall apply only to the percentage of fault attributable to the CONSULTANT, its directors, officials officers, employees, agents, or volunteers. Notwithstanding subCONSULTANTs. b. In any and all claims against the foregoingCOUNTY by any employee of the CONSULTANT, to the extent Contractor's Services are subject to Civil Code Section 2782.8subCONSULTANT, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the above indemnity indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONSULTANT or subCONSULTANT under Worker’s Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the parties hereto that the CONSULTANT expressly waives any immunity the CONSULTANT might have had under Title 51 RCW. By executing the Contract, the CONSULTANT acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be limitedincorporated, to as relevant, into any contract the extent required by Civil Code Section 2782.8CONSULTANT makes with any subCONSULTANT or agent performing work hereunder. c. The CONSULTANT’S obligations hereunder shall include, to claims that arise out of, pertain but are not limited to, or relate to the negligenceinvestigating, recklessnessadjusting, and defending all claims alleging loss from action, error, or willful misconduct omission, or breach of any common law, statutory, or other delegated duty by the Contractor. Contractor agrees to waive all rights of subrogation against CONSULTANT, the DistrictCONSULTANT’S employees, agents, or subCONSULTANTs. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. The Contractor agrees that it is liable to the WSIB and the Assigned Account(s) for any financial loss incurred by the WSIB and the Assigned Account(s) resulting from or occurring due to negligence, misconduct, wrongful act or omission, breach of fiduciary duty, or the failure by the Contractor or any Subcontractor or any employee or agent of either for any reason to comply with the terms of this Contract or applicable law, or any errors on the part of the Contractor (or any party to whom it outsources) in operating the Assigned Account(s). The Contractor shall promptly reimburse the WSIB and the Assigned Account(s) for, and otherwise hold the WSIB and the Assigned Account(s) harmless from and against, any such financial loss including, but not limited to, any costs and reasonable attorney’s fees incurred by the WSIB in connection with such loss. To the fullest extent permitted by law, the Contractor shall expressly agrees to, and shall, indemnify, defend (with counsel of District’s choosing), indemnify and hold harmless the Districtstate of Washington, its officialsthe WSIB, officersand all officials and employees of the state, and members and employees of the WSIB and the Assigned Account(s) from and against all claims, and any damage or loss related to such claims including but not limited to claims for injuries or death, and reasonable attorney’s fees, in each case, arising out of or resulting from, or incident to, the Contractor’s, any Subcontractor’s or any employee’s or agent’s (of either) negligence, misconduct, wrongful act or omission, breach of fiduciary duty, the failure by the Contractor or any Subcontractor or employee or agent of either for any reason to comply with the terms of this Contract or applicable law, or any errors on the part of Contractor (or any party to whom it outsources) in operating the Assigned Account(s). The Contractor’s obligation to indemnify, defend, and hold harmless includes, but is not limited to, any claim by the Contractor’s agents, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining torepresentatives, or incident any Subcontractor or its employees, agents or representatives. Brokers, dealers and counterparties are not “Agents” or “Subcontractors” for purposes of this Contract. The Contractor’s obligation to any alleged actsindemnify, errors or omissionsdefend, and/or hold harmless the state of Washington, the WSIB, or willful misconduct other persons or entities, under subsections 13.1 or 13.2 above, shall not be eliminated or reduced by any actual or alleged concurrent negligence of Contractorthe state of Washington, or its officialsemployees or agents, officersor of the WSIB, or the WSIB’s members, employees, subcontractorsor other officials. The Contractor waives its immunity under Chapter 51 RCW (Industrial Insurance) to the extent it is required to indemnify, Contractors defend and hold harmless the WSIB or agents in connection any other state agency, person, or entity under this Contract. The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or a bona fide, established, marketing effort maintained with the performance Contractor for the purpose of the Contractor's Servicessecuring business which is disclosed, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoingwriting, to the extent WSIB. The WSIB has the right, in the event of breach of this clause by the Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8annul this Contract without liability or, in its discretion, to claims that arise out ofdeduct from the Contract price or consideration or recover by other means the full amount of such commission, pertain topercentage, brokerage or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtcontingent fee. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law9.1 Permittee, Contractor for itself, its agents, contractors and employees, shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the DistrictCity, its officialsduly elected and appointed officers, officersagents, employees, volunteers and agents free representatives from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, fines, costs and expenses including without limitation reasonable attorneys’ fees, and penalties or losses of any kind or nature whatsoever, arising out of this Agreement and any Permit, except to the extent arising from the City’s or its officers’, agents’, employees’ or representatives’ negligence, willful misconduct or criminal act. 9.2 This indemnification shall include without limitation: (1) claims for injury to or death of any person; (2) property damage; (3) performance or failure to perform the obligations under this Agreement and any Permit by Permittee, or its contractors, subcontractors, agents, employees, or other persons acting on Permittee’s behalf; (4) the design, placement, maintenance, repair, or condition of the Facilities; (5) all claims, demands, damage, causes of action, proceedings, loss, liability, costs and expenses (including reasonable attorneys’ fees) of any kind alleging injury to or death of persons or damage to public or private property including environmental damage that arises from or is directly attributable to, the Facilities or any release, remediation, and/or clean-up costs caused by any release of hazardous materials or contaminants from the Facilities during operations and/or after abandonment; and (6) all other claims of any nature whatsoever which may arise directly or indirectly from the Work, except and to the extent caused by the City’s sole negligence, willful misconduct or criminal acts. 9.3 In the event that the City or any of its duly elected or appointed officers, agents, employees or representatives shall be made a party to any action due to Permittee’s violation of this Agreement or any Permit or any federal, state or local laws including but not limited to Section 4 of this Agreement, Permittee shall indemnify, defend (with legal counsel acceptable to City) and hold the City harmless from any and all such claims. 9.4 Permittee, demandsfor itself and its successors and assigns, hereby waives all claims and causes of action, costswhether now existing or hereafter arising, expenses, liability, loss, damage against the City or injury of any kind, in law its duly elected or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, appointed officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoingemployees, for damages, physical or otherwise, to any of the extent Contractor's Services are subject to Civil Code Facilities covered by this Agreement from any cause whatsoever. 9.5 The provisions of this Section 2782.89 shall apply regardless of whether the City prepared, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain tosupplied, or relate to the negligence, recklessness, approved plans or willful misconduct specifications or inspected any of the Contractor. Contractor agrees Work or improvements installed and constructed pursuant to waive all rights of subrogation against the Districtthis Agreement and any Permit. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. Contractor covenants and agrees to take and assume all responsibility for the services rendered in connection with this Agreement. Contractor shall bear all losses and damages directly or indirectly resulting to him/heron account of the performance or character of the services rendered pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing)defend, indemnify and hold the District, its harmless County and County's elected and appointed officials, officers, boards, commissions, employees, representatives, Contractors, servants, agents and volunteers (individually an “Indemnified Party” and agents free collectively the “Indemnified Parties”) from and harmless from against any and all claims, demandssuits, causes of actionactions, costsjudgments, injuries, damages, losses, expenses, liability, loss, damage or injury and liability of any kind, in law or equity, to property or personskind whatsoever, including wrongful deathbut not limited to attorneys' fees and other legal expenses, in any manner (“Liabilities”) which may arise from or be the result of (a) willful, negligent or tortious conduct arising out of, pertaining toof the performance of contracted services, or incident operations by Contractor, any subcontractor, anyone directly or indirectly employed by Contractor or subcontractors or anyone for whose acts Contractor or subcontractors may be liable, regardless of whether or not the negligent act or omission is caused in part by a party indemnified hereunder; (b) violation of any statute, ordinance, administrative order, rule, regulation or order of any governmental body or any order or decree of any court or other tribunal applicable to this Agreement or the services performed hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to the party or person described in this Article 2. These indemnities shall not be limited by reason of the listing of any alleged acts, errors insurance coverage. In any and all claims against an Indemnified Party or omissions, or willful misconduct Indemnified Parties by an employee of Contractor, its officials, officers, employees, his/her subcontractors, Contractors anyone directly or agents in connection with indirectly employed by him/her or anyone for whose acts s/he may be liable, the indemnification obligation under this Article 2 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for Contractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. This obligation to indemnify, defend and hold harmless the Indemnified Party and Indemnified Parties shall survive the expiration or termination of this Agreement provided that the claims are based upon or arise out of acts or omissions that occurred during the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor a. The CONTRACTOR shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold defend the DistrictCOUNTY, its officers, officials, officersemployees and agents, employees, volunteers from and agents free and harmless from against any and all claims, demandsactions, causes of action, costs, expensessuits, liability, loss, damage or injury expenses, damages, and judgments of any kindnature whatsoever, including reasonable costs and attorneys' fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, or incident to any alleged of the CONTRACTOR'S acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents omissions in connection with the performance of this Contract. PROVIDED, that the Contractor's ServicesCONTRACTOR'S obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the Project or this Agreementsole negligence of the COUNTY, including without limitation the payment of all consequential damagesits officers, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, employees or agents, and/or volunteers, for . b. In any and all legal expenses claims against the COUNTY, its officers, officials, employees and costs incurred agents by each any employee of the CONTRACTOR, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them in connection therewith or in enforcing may be liable, the indemnity herein provided. Contractor's indemnification obligation to indemnify under this Section shall not be restricted to insurance proceedslimited in any way by any limitation on the amount or type of damages, if anycompensation, received or benefits payable by or for the CONTRACTOR or subcontractor under Workers Compensation acts, disability benefit acts, or other employee benefit acts, it being clearly agreed and understood by the Districtparties hereto that the CONTRACTOR expressly waives any immunity the CONTRACTOR might have had under such laws, its directorsincluding but not limited to Title 51 of the Revised Code of Washington. By executing this Contract, officials officersthe CONTRACTOR acknowledges that the foregoing waiver has been mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the CONTRACTOR makes with any subcontractor or agent performing work hereunder. CONTRACTOR’S obligations under this Section [7] shall survive termination and expiration of this Contract. c. The CONTRACTOR'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR'S employees, agents, agents or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtsubcontractors. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify A. Tenant hereby indemnities and hold the District, its officials, officers, employees, volunteers and agents free and holds Landlord harmless from and against any and all claims, demands, causes of action, costs, liabilities and expenses, liabilityincluding attorney's fees, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, from: (i) the negligence or willful misconduct of ContractorTenant or its agents, employees or contractors; or (ii) any breach or default by Tenant of this Lease. In the event any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. B. Tenant covenants and agrees that Landlord shall not be liable to Tenant, or to any person or entity claiming any right through Tenant, as a consequence of the following, unless caused by the negligence or intentional or willful act of Landlord: (i) any accident, injury, death, loss or damage whatsoever to any person or to the property of any person, including the person and property of Tenant and its officialsemployees, agent, officers, employeespatients, subcontractorsguests or as shall occur on the Premises and the sidewalks adjoining same, Contractors the pendency of Tenant's completion of its Tenant's Work specified in Section 3.01 hereinabove, and during the completion of any improvements, alterations or agents additions to the Premises as set forth in connection Section 5.08; (ii) any fires, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Shopping Center or accumulate thereon or therein, or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever; (iii) any latent defect in the Premises not known to Landlord; and (iv) any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the Shopping Center adjacent to or connected with the performance of Premises or located in the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees Shopping Center. C. Landlord hereby indemnifies and attorneys fees holds Tenant harmless from and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for against any and all legal expenses claims, demands, liabilities and costs incurred by each of them in connection therewith or in enforcing expenses, including attorney's fees, arising from: (i) the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, negligence or willful misconduct of Landlord or its agents, employees, contractors or invitees; or (ii) any breach or default by Landlord of this Lease. In the Contractor. Contractor agrees event any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord shall defend the same at Landlord's expense by counsel reasonably satisfactory to waive all rights of subrogation against the DistrictTenant. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), XXXXXXXXXX agrees to indemnify and hold harmless the DistrictDISTRICT, its officialsthe College, the Board of Trustees, Associated Students of SADDLEBACK COLLEGE, IRVINE VALLEY COLLEGE/ ATEP, and all of their respective officers, employeesagents, volunteers and agents free employees from every claim or demand made, and harmless from any and all claims, demands, causes of action, costs, expenses, every liability, loss, damage, or expense, of any nature whatsoever, which may be incurred by reason of: A. Liability for damages for (i) death or bodily to person(s); (ii) injury to, loss or theft of property; or (iii) any other loss, damage or injury of any kindexpense arising under either (i) or (ii) above, in law sustained by the CONTRACTOR upon or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or operations and services called for in this Agreement, including without limitation except for liability resulting from the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the sole negligence, recklessness, or willful misconduct of the ContractorDISTRICT, the College, the Board of Trustees, Associated Students of Saddleback, Irvine Valley College/ ATEP or their officers, employees or agents. B. Liability for damages for injury to or death of any person(s) or damage to loss or theft of any property caused by any act, neglect, default of the CONTRACTOR, its employees or agents, arising out of, or in any way connected with the operations and services covered by this Agreement, whether said injury or damage occurs either on or off DISTRICT property. Contractor agrees to waive The CONTRACTOR, at CONTRACTOR' s own expense, cost, and risk shall defend at DISTRICT'S request, any and all rights of subrogation actions, suits, or other proceedings that may be brought or instituted against the DistrictDISTRICT, the College, the Board of Trustees, Associated Students of Saddleback, Irvine Valley College/ ATEP or their officers, agents or employees, on any such claim or liability, and shall pay or satisfy any judgment that may be rendered against the DISTRICT, the College, the Board of Trustees, Associated Students of Saddleback, Irvine Valley College/ ATEP or their officers, agents or employees in any action, suit or other proceedings as a result thereof. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by lawThe successful bidder xxxxx agrees to indemnify, Contractor shall defend (with counsel of District’s choosing)defend, indemnify and hold harmless the District, City (including its officials, officers, agents, employees, volunteers and agents free representatives) from and harmless from against any and all claims of any kind or nature presented against the City arising out of vendor’s (including vendor’s employees, representatives, and subcontractors) performance under this agreement, excepting only such claims, demands, causes costs or liability which may arise out of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, the sole negligence or willful misconduct of Contractorthe City. INDEPENDENT CONTRACTOR Contractor covenants that it presently has no interest, its officialsand shall not acquire any interest, officersdirect or indirect, employeesfinancial or otherwise, subcontractors, Contractors which would conflict in any manner or agents in connection degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall be employed. Contractor certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City of Anaheim. It is expressly agreed by Contractor that in the performance of the services required under this contract, Contractor's Services, and any of its subcontractors or employees, shall at times be considered independent contractors and not agents of City of Anaheim. INFORMED PROPOSER Proposers are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals. Failure to do so will be at Proposers’ own risk and they cannot secure relief on the plea of error. INK OR TYPEWRITTEN For proposals submitted in hard copy (paper) format, all information, prices, notations, signatures, and corrections must be in ink or typewritten. Mistakes may be crossed out and corrections typed or printed adjacent to the mistake and initialed in ink by the person signing the proposal. INSURANCE REQUIREMENTS Within ten (10) consecutive calendar days of award of contract, Successful Proposer must furnish the City with the Certificates of Insurance proving coverage as specified in the specifications and naming the City of Anaheim, its officers and agents, Additional Insured by endorsement. Failure to furnish the required certificates within the time allowed may result breach of the contract. Unless different requirements are called out elsewhere in the RFP, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. ContractorCity's obligation to indemnify shall not be restricted to general insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.requirements are:

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor Seller shall defend (with counsel of District’s choosing), be liable for and indemnify and hold harmless Buyer and its affiliates from and against any and all Losses, liabilities, damages, damage awards, judgments, settlements, indemnification payments, charges, fines, penalties, taxes, duties, costs and expenses of any kind, including, but not limited to, attorneys’ fees’, experts fees and other legal costs and expenses in connection with investigating, defending and settling claims and, actions, lawsuits, proceedings and demands related thereto (collectively “Losses”) which they, or any of them, may suffer, sustain, become subject to, pay or incur to the Districtextent the same arise out of or in connection with or are attributable to (i) any breach of the Purchase Agreement by Seller or any of its officer, employees, directors or subcontractors or resulting from any act, error or omission (whether or not negligent) on the part of Seller or another of its officials, officers, employees, volunteers and agents free and harmless from directors or subcontractors, (ii) any and all claimsnegligent act, demandserror or omission, causes of action, costs, expenses, liability, loss, damage willful or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining tointentional misconduct, or incident to noncompliance with any alleged acts, errors applicable law on the part of Seller or omissions, or willful misconduct any of Contractor, its officials, officers, employees, subcontractors, Contractors directors or agents subcontractors in connection with any Good or the performance of the Contractor's Services, the Project or this Purchase Agreement, including without limitation the payment or (iii) any claim, action, lawsuit, proceeding or demand any third party may assert against Buyer or any of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each Affiliates that arises out of them or in connection therewith with or is attributable to any matter referred to in enforcing the indemnity herein clause (i) or (ii) above; provided. Contractor's , however, that Seller shall have no liability or obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, for Losses to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that same arise out ofof or in connection with or are attributable to any (A) any breach of the Purchase Agreement by Buyer or resulting from any act, pertain toerror or omission (whether or not negligent) on the part of Buyer or any of its affiliates, or relate to the negligence(B) any negligent act, recklessnesserror or omission, willful or intentional misconduct, or willful misconduct noncompliance with any applicable law on the part of Buyer or any of its affiliates in connection with a Good or the Contractor. Contractor agrees to waive all rights of subrogation against the DistrictPurchase Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Notwithstanding any provision to the fullest extent permitted by law, Contractor contrary contained herein: 36.1 Neither Landlord nor any of its agents or employees shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from have any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, liability to property or persons, including wrongful death, in any manner arising out of, pertaining toTenant, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the ContractorTenant's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteerscontractors, subtenants, invitees, patients or customers for any damage, injury, loss or claims based on or arising out of any cause whatsoever, including, without limitation, the following: repair to any portion of the Premises; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation by Landlord, Tenant or any other person or entity of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other person or entity; failure or inability to furnish any service specified in this Lease; and all legal expenses leakage in any part of the Premises from water, rain, ice or snow that may leak into, or flow from, any part of the Premises, or from drains, pipes or plumbing fixtures in the Premises. Any property placed by Tenant in or about the Premises shall be at the sole risk of Tenant, and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify Landlord shall not in any manner be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteersresponsible therefor. Notwithstanding the foregoing, Landlord shall not be released from liability to Tenant for and to the extent Contractorof any injury caused by Landlord's Services willful misconduct or negligence or the willful misconduct or negligence of any of Landlord's employees, agents, partners contractors, employees, subtenants or invitees, unless Tenant is fully compensated for its loss by insurance proceeds. 36.2 Unless Landlord's losses are subject to Civil Code Section 2782.8recovered by insurance proceeds, the above indemnity Tenant shall be limitedreimburse Landlord for, to the extent required and shall indemnify, protect, defend and hold Landlord, its employees and agents harmless from and against all costs, damages, claims, liabilities, expenses (including attorneys' fees, disbursements and actual costs), losses and court costs suffered by Civil Code Section 2782.8or claimed against Landlord, to claims that arise directly or indirectly, based on or arising out of, pertain toin whole or in part, or relate to (i) the negligence, recklessness, or willful misconduct use and occupancy of the Contractor. Contractor agrees to waive all rights Premises or the business conducted therein by Tenant, its agents, contractors, employees, subtenants or invitees, (ii) any act or omission of subrogation against the DistrictTenant, its agents, contractors, employees, subtenants or invitees; or (iii) any breach of Tenant's obligations under this Lease. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor A. The DISTRICT shall defend (with counsel of District’s choosing)hold harmless, indemnify and hold the Districtdefend EDMONDS, its officers, appointed and elected officials, officers, employees, volunteers employees and agents free from and harmless from against any and all claims, demandsactions, causes of actionsuits, costsliabilities, losses, expenses, liability, loss, damage or injury damages and judgments of any kindnature whatsoever, including costs and attorney’s fees in law defense thereof, for injury, sickness, disability or equity, death to persons or damage to property or personsbusiness, including wrongful death, in any manner caused by or arising out of, pertaining to, of the DISTRICT’s negligent or incident to any alleged intentional acts, errors or omissionsomissions in the performance of this AGREEMENT and arising by reason of the DISTRICT’s participation in this Project; PROVIDED, HOWEVER, that the DISTRICT’s obligations hereunder shall not extend to injury, sickness, death or willful misconduct damage caused by or arising out of Contractorthe negligence of EDMONDS, its officers, elected and appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the DISTRICT’s obligations hereunder shall apply only to the percentage of fault attributable to the DISTRICT, its officers, officials, employees or agents. This promise to indemnify and hold harmless shall include claims or litigation brought by the DISTRICT’s employees, as well as third parties, and to the extent necessary, the DISTRICT waives its immunity under RCW Title 51. This waiver is mutually negotiated by EDMONDS and the DISTRICT. X. XXXXXXX shall hold harmless, indemnify and defend the DISTRICT, its officers, employees, subcontractorsand agents from and against any and all claims, Contractors actions, suits, liabilities, losses, expenses, damages and judgments of any nature whatsoever, including costs and attorney’s fees in defense thereof, for injury, sickness, disability or agents death to persons or damage to property or business, caused by or arising out of EDMONDS’ negligent or intentional acts, errors or omissions in connection with the performance of this AGREEMENT and arising by reason of EDMONDS’ participation in this Project; PROVIDED, HOWEVER, that EDMONDS’ obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the Contractor's Servicesnegligence of the DISTRICT, the Project or this Agreementits officers, including without limitation the payment of all consequential damages, expert witness fees elected and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, EDMONDS’ obligations hereunder shall apply only to the percentage of fault attributable to EDMONDS, its officers, officials, employees or agents. This promise to indemnify and hold harmless shall include claims or litigation brought by EDMONDS’ employees, agentsas well as third parties, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8necessary, EDMONDS waives its immunity under RCW Title 51. This waiver is mutually negotiated by EDMONDS and the DISTRICT. C. The parties hereby agree that, except as expressly set forth in this AGREEMENT, the above indemnity performance of services pursuant to this AGREEMENT shall be limited, to the extent required not constitute an assumption by Civil Code Section 2782.8, to claims that arise out of, pertain to, EDMONDS of any DISTRICT obligations or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtresponsibilities. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIIID. The parties hereby agree that, PARAGRAPH 1 OF THIS except as expressly set forth in this AGREEMENT, the performance of services pursuant to this AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIESshall not constitute an assumption by the DISTRICT of any EDMONDS obligations or responsibilities. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTORE. The provisions of this article shall survive the expiration or termination of this AGREEMENT with respect to any event occurring prior to such expiration or termination.

HOLD HARMLESS AND INDEMNIFICATION. To Section 1. This Lease is made upon the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and express condition that Tenant agrees to save Landlord harmless from any and indemnify it against all claimsliabilities, demandspenalties, losses, damages, costs, expenses, causes of action, costs, expenses, liability, loss, damage or injury claims and/or judgments arising by reason of any kind, injury in law or equity, about the PREMISES to property any person or persons, including wrongful deathwithout limitation, Tenant, its servants, agents and employees, and damage in or about the PREMISES to any manner property of any kind whatsoever, and to whomsoever belonging, including without limitation, damage to property of Tenant, its servants, agents and employees, and other parties, which such injury to persons or damage to property occurs as a result of or from any cause or causes whatsoever, including, without limitation, damage from water and/or steam leakage into or upon the PREMISES or its appurtenances, during the term of this Lease or any occupancy hereunder, except to the extent occasioned by the sole misconduct or negligence of Landlord, its servants, agents or employees, or any mortgagee, and not covered by policies of insurance required to be maintained by Tenant pursuant to this Lease. "Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives all claims against Landlord for damages to goods, equipment, improvements, wares and merchandise in, upon or about the PREMISES and for injuries to Tenant, its servants, agents, employees or third persons in or about the PREMISES from any cause arising out ofat any time, pertaining except to the extent occasioned by the sole misconduct or negligence of Landlord, its servants, agents or employees, or any mortgagee, and not covered by applicable policies of insurance required to be maintained by Tenant pursuant to this Lease. Section 2. If Landlord is made a party defendant to any litigation concerning a claim whereon Tenant has same duty to hold Landlord free and harmless from and to indemnify Landlord as set forth in paragraph 1, then Tenant shall hold Landlord harmless from all costs including, but not limited to, or incident to any alleged actsattorney's fees, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents and liability by reason thereof incurred by Landlord in connection with such litigation and all taxable court costs regardless of whether any such claim is meritorious or lacking in merit. Section 3. Tenant's obligations under this Article 14 are conditioned on Landlord's giving written notice to Tenant of any claim or demand by a third party which Landlord has determined has given rise to or could reasonably give rise to a claim for indemnification pursuant to this Article 14 within thirty (30) days after Landlord receives notice thereof. Tenant shall then have a reasonable time (not to exceed thirty (30) days) after receipt of such written notice from Landlord in which to retain counsel reasonably satisfactory to Landlord to defend such third party claim or demand on behalf of Landlord. In such case, Landlord shall make available to Tenant and its agents and representatives all records and other materials which are reasonably required in the performance defense of such third party claim or demand and shall otherwise cooperate with and assist Tenant in the Contractor's Servicesdefense of such third party claim or demand. So long as Tenant is defending such third party claim or demand in good faith, Landlord shall not settle or compromise such third party claim or demand. In the Project event of any third party claim or this Agreementdemand for which Landlord is entitled to indemnification hereunder, including without limitation the payment of Tenant shall pay all consequential damages, expert witness fees and attorneys legal fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each Tenant as the same become due, and Tenant shall pay on demand any non-appealable judgment or other resulting obligation of them in connection therewith such third party claim or in enforcing demand. To the indemnity herein provided. Contractor's extent that Tenant has an obligation to indemnify the Landlord for any such claims as specified above, Tenant shall not be restricted have the right to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtcompromise same. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY's apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 25 above. CITY shall further indemnify COUNTY for CITY's apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, AGREEMENT FOR COUNTYWIDE HOUSEHOLD HAZARDOUS WASTE COLLECTION PROGRAM 10 treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the county as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY's apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY's apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To In lieu of and not withstanding the fullest extent permitted pro rata risk allocation which might otherwise be imposed between CITY and COUNTY pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by lawa party shall not be shared pro rata but instead COUNTY and CITY agree that pursuant to Government Code Section 895.4, Contractor each of the parties hereto shall defend (with counsel of District’s choosing), fully indemnify and hold each of the Districtother parties, its officials, their officers, employeesboard members, volunteers employees and agents free and agents, harmless from any and all claimsclaim, demands, causes of action, costs, expenses, liability, lossexpense or cost, damage or liability imposed for injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance (as defined by Government Code Section 810.8) occurring by reason of the Contractor's Services, the Project negligent acts or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, omissions or willful misconduct of the Contractorindemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. Contractor agrees No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to waive such other parties under this Agreement. Additionally, CITY shall indemnify COUNTY for CITY's apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of the household hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. Apportionment for disposal liability shall be determined by each participating jurisdiction’s pro rata proportion of household participation in the Program. Apportionment for transportation and treatment liability shall be determined by each participating jurisdiction’s pro rata household participation at the event where the waste was generated. COUNTY will use reasonable efforts to obtain recovery from all rights available resources, including insurance, of subrogation against any liable hauler or liable disposal facility operator. No liability shall be apportioned to CITY for transportation, treatment or disposal in any case where COUNTY has contracted for such services and has failed to require the Districtcontractor to maintain the insurance requirements set forth in Section 25 above. CITY shall further indemnify COUNTY for CITY's apportioned share of liability incurred and attributed to the Countywide HHW Program for the transportation, treatment or disposal of household hazardous waste at corporate sponsored events where non-county resident employees of the corporate sponsor are authorized to participate in the event. Liability for the nonresident portion of the disposal of waste shall be shared by the cities and the county as described above. The nonresident portion shall be determined by calculating the percentage of nonresidents participating in the event. This percentage will then be subtracted from the total liability for the household hazardous waste prior to assessing CITY's apportioned share of any liability for the household hazardous waste. COUNTY shall require CESQGs and Nonprofit Charitable Reusers to indemnify COUNTY for their apportioned share of any liability incurred and attributed to the Countywide HHW Program for the transportation, treatment, or disposal of their hazardous waste, once the waste has been accepted by a licensed hazardous waste hauler. The CESQG and Nonprofit Charitable Reuser portion of the waste shall be determined by calculating the percentage, by weight, of the total household hazardous waste accepted by the CoHHW Program. This percentage will be used to calculate the portion of liability attributed to CESQGs and Nonprofit Charitable Reusers and will be subtracted from the total liability prior to assessing CITY's apportioned share of any liability for household hazardous waste. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, omissions or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors consultants or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys attorneys’ fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein providedprovided except as arising out of the District’s acts, errors, or omissions or use of the Services in violation of this Agreement or applicable law. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. Contractor’s liability under this Agreement shall be limited to the amount paid by the District. To the extent permitted by law, the District shall defend (with counsel of Contractor’s choosing), indemnify and hold Contractor, its officers, directors, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to the District’s failure to obtain required consents and/or provide applicable notices to those using the Microsite, any gross negligence or willful misconduct of the District, its officials, officers, employees, subcontractors, consultants or agents in connection with its use of the Microsite, MoneySKILL, the Project or this Agreement, except as arising out of Contractor’s acts, errors, or omissions in violation of this Agreement or applicable law. This Section survives termination of the Agreement. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), Tenant agrees to indemnify and hold Landlord and the Districtproperty of Landlord, its officialsincluding the Property and the Leased Premises, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage damage, or injury expense resulting from Tenant’s occupation and use, the conduct of Tenant’s business or any activity, work done, permitted or suffered by Tenant in or about the Leased Premises, including the use by Tenant’s employees, family, agents, and invitees, of the Leased Premises, including all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any kindsuch claim or any action or proceeding brought thereon, and specifically including without limitations any claim, liability, loss or damage arising: 10.1 By reason of the injury to person or property, from whatever cause, while in law or equityon the Leased Premises or in any way connected with the Leased Premises or with the improvements or personal property in or on the Leased Premises including any liability for injury to the person or personal property of Tenant, its agents, officers, or employees; 10.2 By reason of any work performed on the Leased Premises or materials furnished to the Leased Premises at the instance or request of Tenant, its agents or employees; 10.3 By reason of any violation of city, county, state, federal or other governmental regulations, laws, orders, or rules; 10.4 By reason of Tenant’s failure to perform any provision of this Lease or to comply with any requirement imposed on it or on the Leased Premises by any duly authorized governmental agency or political subdivision; or 10.5 Because of Tenant’s failure or inability to pay as they become due any obligations incurred by it in the agricultural or other operations to be conducted by it on the Leased Premises. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or personsinjury to persons in, including wrongful death, in upon or about the Leased Premises arising from any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance cause after Tenant has taken possession of the Contractor's Services, the Project Leased Premises or this Agreement, including without limitation the payment of any applicable portion thereof; and Tenant hereby waives all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them claims in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation respect thereof against the DistrictLandlord. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

HOLD HARMLESS AND INDEMNIFICATION. To Landlord shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the fullest extent permitted Premises or be in, on, or about the same, whether such loss, injury, death or damage shall be caused by lawany other matter or thing whether of the same kind as or of a different kind than the matters or things above set forth, Contractor and Tenant shall defend (with indemnify Landlord against all claims, liability, loss or damage whatsoever on account of any such loss injury, death or damage. Tenant hereby waives all claims against Landlord for damages to the Building and Related Improvements that are now on or hereafter placed or built on the property and to the property of Tenant in, on or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time. The two preceding sentences shall not apply to Landlord for loss, injury, death or damage arising by reason of negligence or the willful misconduct of Landlord, its agents, employees or contractors or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease. If any action or proceeding is brought against Landlord by any person alleging an injury or loss for which the Tenant is liable hereunder, Tenant shall, upon notice from Landlord, defend, at its expense, such action or proceeding by counsel of District’s choosing), reasonably satisfactory to Landlord. Tenant agrees to indemnify and hold the District, its officials, officers, employees, volunteers and agents free and save Landlord harmless from against any and all claims, demands, causes of actiondamages, costs, costs and expenses, liabilityincluding reasonable attorney’s fees for the defense thereof, arising from the conduct or management of the activities conducted by Tenant in the Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any act of negligence of Tenant, its agents, contractors, servants, employees, sublessees, concessionaires or licensees, in or about the Premises and the sidewalks and parking areas adjoining the same, provided that the same arises out of facts and circumstances occurring on or after the date on which Tenant first occupies the Premises. In case of any action or preceding brought against Landlord by reason of any such claim, upon notice from landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Landlord shall not be liable and Tenant waives all claims for damage to person or property sustained by Tenant or Tenant’s employee’s, agents, servants, invitees and customers resulting from the Building or any equipment or appurtenances thereunto appertaining becoming out of repair, or resulting from any accident in or about the Premises. The preceding three sentences shall not apply to Landlord for any claim, loss, damage or injury of any kindinjury, in law or equity, to property or persons, including wrongful death, in any manner or damage arising out of, pertaining to, or incident to any alleged acts, errors or omissions, from the negligence or willful misconduct of ContractorLandlord, its officials, officers, employees, subcontractors, Contractors agents or agents employees of from any breach or default on the part of Landlord in connection with the performance of any covenant or agreement on the Contractor's Services, the Project or this Agreement, including without limitation the payment part of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation Landlord to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, performed pursuant to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct terms of the Contractor. Contractor agrees to waive all rights of subrogation against the Districtthis Lease. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.