Common use of HOLD HARMLESS AND INDEMNIFICATION Clause in Contracts

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. . B. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. . C. To the maximum extent permitted by law, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. . D. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. . G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractAgreement, the Contractor Recipient is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor Recipient shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorRecipient, its employees, and/or others by reason of this ContractAgreement. The Contractor Recipient shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorRecipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor Recipient of work, services, materials, or supplies by Contractor Recipient employees or other suppliers in connection with or support of the performance of this Contract. Agreement. B. The Contractor 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 Contract Agreement by the ContractorRecipient, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract Agreement pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor . C. The Recipient 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 ContractorRecipient, its officers, employees, subcontractors sub-awardees and/or agents, in its performance and/or non-performance of its obligations under this ContractAgreement. The Contractor Recipient 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 ContractorRecipient, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the Recipient. D. The County shall protect, defend, indemnify, and save harmless the ContractorRecipient, 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 sole 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 ContractAgreement. 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 Recipient 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 Recipient 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. Agreement. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination sectionContract. To the maximum extent permitted by law, 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 Industrial Insurance provisions 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 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 the County on account of such litigation or claims. Title 51 RCW. In the event If the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims For purposes of this section, claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the The County shall protect, defend, indemnify, and save harmless the Contractor, 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 sole 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractorcontractor, and neither it the Contractor nor its officers, agents, agents or employees are employees of the Court or King County (“County”) for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, 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 County or Court employee under state or local law. The Neither the Court nor the County assumes no assume any responsibility for the payment of any compensation, wages, benefits, or taxes, by, taxes by or on behalf of the Contractor, its employees, employees and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its Court and the County and their officers, agents, agents and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s 's failure to pay any such compensation, wages, benefits, benefits or taxes, ; and/or (2) the supplying to the Contractor of work, services, materials, or and/or supplies by Contractor employees or other suppliers in connection with or in support of the performance of this Contract. The Contractor further agrees that it is financially responsible for and will repay the Court and County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, act and/or failure, failure for any reason, reason to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Duration of Contract, or the Termination section. To the maximum extent permitted by law, the The Contractor shall protect, defend, indemnify, and save harmless the Court and the County, its their officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, of or in any way resulting from, 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 paragraph extend to any claim, demand, and/or cause of action brought by, by or on behalf of, of any of its employees employees, subcontractors 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained For purposes of paragraphs A and C above, the Contractor, by mutual negotiation, hereby waives, as respects the County and Court only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the Court or the County incurs attorney fees and/or costs in the defense of claims within the scope of paragraphs A and C above, such attorney fees and costs shall be recoverable from the Contractor. In addition, the County and Court shall be entitled to recover from the Contractor attorney fees and costs incurred to enforce the provisions of this provision shall affect and/or alter the application of any other provision contained within this Contractsection. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. Nothing contained within this section shall affect and/or alter the application of any other section contained within this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, Contractor shall hold harmless and indemnify the Contractor is an independent ContractorCounty, and neither it nor its each Participating City listed in Exhibit D as third party beneficiaries of this Agreement, their officers, agents, and employees from all claims, suits or actions of every name, kind and description, brought for, or on account of: injuries to or death of any person, including but not limited to Contractor or its agents, officers or employees, or damage to property of any kind whatsoever and to whomsoever belonging, including but not limited to Contractor or its agents, officers, or employees, or any other loss or cost, resulting from the performance or nonperformance of any work or obligations required by the Agreement of Contractor; any sanctions, requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; and/or from any activities undertaken by Contractor, its officers, employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state taxor agents, industrial insuranceunder this Agreement, and Social Security liability that may which result from the performance negligent or intentional acts or omissions of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its officers or employees, and/or others by reason of this Contract. The duty of Contractor to hold harmless and indemnify as set forth herein, shall protect, indemnify, include the duty to defend as set forth in Section 2778 of the California Civil Code. County shall hold harmless and save harmless indemnify the CountyContractor, its officers, agents, and employees from and against any and all claims, costssuits or actions of every name, and/or losses kind and description, brought for, or on account of injuries to or death of any person, including but not limited to County or its agents, officers or employees, or damage to property of any kind whatsoever occurring and to whomsoever belonging, including but not limited to County or its agents, officers, or employees, or any other loss or cost, resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance or nonperformance of this Contract. The Contractor 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 Contract work or obligations required by the ContractorAgreement of County; any sanctions, its officerspe requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, employees, agents, as amended; and/or representatives. This duty to repay the County shall not be diminished or extinguished from any activities undertaken by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save harmless the County, its officers, employeesemployees or agents, under this Agreement, and agents which result from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent or intentional acts or omissions of the ContractorCounty, its officers, officers or 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 duty of County 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 waiveshold harmless and indemnify, as respects set forth herein, shall include the County only, any immunity that would otherwise be available against such claims under duty to defend as set forth in Section 2778 of the Industrial Insurance provisions of Title 51 RCWCalifornia Civil Code. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 concurrent negligence of the County, its officers, agents and/or employees, and the Contractor, its officers, agents and/or agentsemployees, in its performance then the liability for any and all claims for injuries or damages to persons and/or non-performance property or any other loss or costs which arise out of its obligations under this Contract. The County agrees that its obligations under this subparagraph extend to any claimthe terms, demandconditions, and/or cause of action brought bycovenants, 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 promises and responsibilities of this articleAgreement, all such fees, expenses, and costs shall be recoverable from apportioned according to the CountyCalifornia theory of comparative negligence. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this This provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the The County shall protect, defend, indemnify, and save harmless the Contractor, 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 sole 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination sectionContract. To the maximum extent permitted by law, 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 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 the Industrial Insurance provisions of 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 event Contractor shall protect and assume the defense of the County and its officers, agents and employees in all legal 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 the County on account of such litigation or claims. If the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims For purposes of this section, claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination sectionContract. To the maximum extent permitted by law, 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 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 Industrial Insurance provisions 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 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 the County on account of such litigation or claims. Title 51 RCW. In the event If the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims For purposes of this section, claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. A. The County assumes no responsibility for the payment of any compensation, fees, wages, benefits, benefits or taxes, by, taxes to or on behalf of the ContractorCity, its employees, and/or contractors or others by reason of this Contractagreement. The Contractor City shall protect, indemnify, defend indemnify and save harmless the County, its officers, agents, agents and employees from and against any and all claims, costs, and/or losses cost and whatsoever occurring or resulting from (from: 1) the Contractor’s City's failure to pay any such compensation, fees, wages, benefits, benefits or taxes, and/or (; and 2) the supplying to the Contractor City of work, services, materials, materials or supplies by Contractor City employees or agents or other contractors or suppliers in connection with or in support of the performance of this Contract. agreement. B. The Contractor City further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception exception, which occurs due to the negligencenegligent or intentional acts of this agreement by the City, intentional actits officer, and/or failureemployees, for any reason, to comply with agent or representatives arising out of the performance of the terms of this Contract by the Contractor, its officers, employees, agents, and/or representativesagreement. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor DocuSign Envelope ID: 6D4361CE-BA4C-4ED8-A0A1-010ADFBD4226 C. The City shall protect, defend, indemnify, indemnify and save harmless the County, its officers, employees, and agents County from any and all costs, claims, judgments, and/or or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City, its officers, employees or agents in the performance of its obligations under the terms of this agreement. For the purposes of this agreement only, the City agrees to waive the immunity granted it for industrial insurance claims pursuant to Title 51 RCW to the extent necessary to extend its obligations under this paragraph to any claim, demand, or cause of action brought by or on behalf of any employee, including judgments, awards and costs arising therefrom including attorney's fees. D. To the extent permitted by law, and except to the extent caused by the sole negligence of the County, the City agrees, at its expense, to pay, and to indemnify and hold the County, its officers, employees or agents harmless of, from and against, any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, taxes, lawsuits and other proceedings and costs and expenses (including attorneys’ fees) of every conceivable kind, character or nature whatsoever, arising directly or indirectly from or out of, or in any way resulting fromconnected with any examination or audit of any Bond issued to finance or refinance costs of any Bond-financed Project identified in Exhibit A as well as Bond-financed Projects identified in subsequent amendments to this agreement by the Internal Revenue Service, or any determination by the negligent acts Internal Revenue Service or omissions a court of competent jurisdiction that the Contractorinterest on any such Bond is or should be subject to federal income taxation; provided, its officershowever, 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 the City shall not be liable for any payment made by the County with respect to any claim, demand, and/or cause settlement of action brought byany such examination or DocuSign Envelope ID: 6D4361CE-BA4C-4ED8-A0A1-010ADFBD4226 audit, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnificationproceeding related thereto, protection, defense and save harmless obligations contained herein shall survive entered into without the expiration, abandonment or termination consent of this Agreementthe City.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractAgreement, the Contractor Recipient is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor Recipient shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorRecipient, its employees, and/or others by reason of this ContractAgreement. The Contractor Recipient shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorRecipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor Recipient of work, services, materials, or supplies by Contractor Recipient employees or other suppliers in connection with or support of the performance of this Contract. Agreement. B. The Contractor 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 Contract Agreement by the ContractorRecipient, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract Agreement pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor . C. The Recipient 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 ContractorRecipient, its officers, employees, subcontractors sub-awardees and/or agents, in its performance and/or non-performance of its obligations under this ContractAgreement. The Contractor Recipient 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 ContractorRecipient, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the County incurs any judgment, award, and/or cost arising therefrom including reasonable attorneysattorneys ’ fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. To the maximum extent permitted by law, the Recipient. D. The County shall protect, defend, indemnify, and save harmless the ContractorRecipient, 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 sole 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 ContractAgreement. 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 Recipient 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 Recipient 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. Agreement. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. A. The County assumes no responsibility for the payment of any compensation, fees, wages, benefits, benefits or taxes, by, taxes to or on behalf of the ContractorCity, its employees, and/or contractors or others by reason of this Contractagreement. The Contractor City shall protect, indemnify, defend indemnify and save harmless the County, its officers, agents, agents and employees from and against any and all claims, costs, and/or losses cost and whatsoever occurring or resulting from (from: 1) the Contractor’s City's failure to pay any such compensation, fees, wages, benefits, benefits or taxes, and/or (; and 2) the supplying to the Contractor City of work, services, materials, materials or supplies by Contractor City employees or agents or other contractors or suppliers in connection with or in support of the performance of this Contract. agreement. B. The Contractor City further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception exception, which occurs due to the negligencenegligent or intentional acts of this agreement by the City, intentional actits officer, and/or failureemployees, for any reason, to comply with agent or representatives arising out of the performance of the terms of this Contract by the Contractor, its officers, employees, agents, and/or representativesagreement. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor DocuSign Envelope ID: BA356370-6A5C-4000-86E2-A0FA0CC03B88 C. The City shall protect, defend, indemnify, indemnify and save harmless the County, its officers, employees, and agents County from any and all costs, claims, judgments, and/or or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City, its officers, employees or agents in the performance of its obligations under the terms of this agreement. For the purposes of this agreement only, the City agrees to waive the immunity granted it for industrial insurance claims pursuant to Title 51 RCW to the extent necessary to extend its obligations under this paragraph to any claim, demand, or cause of action brought by or on behalf of any employee, including judgments, awards and costs arising therefrom including attorney's fees. D. To the extent permitted by law, and except to the extent caused by the sole negligence of the County, the City agrees, at its expense, to pay, and to indemnify and hold the County, its officers, employees or agents harmless of, from and against, any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, taxes, lawsuits and other proceedings and costs and expenses (including attorneys’ fees) of every conceivable kind, character or nature whatsoever, arising directly or indirectly from or out of, or in any way resulting fromconnected with any examination or audit of any Bond issued to finance or refinance costs of any Bond-financed Project identified in Exhibit A as well as Bond-financed Projects identified in subsequent amendments to this agreement by the Internal Revenue Service, or any determination by the negligent acts Internal Revenue Service or omissions a court of competent jurisdiction that the Contractorinterest on any such Bond is or should be subject to federal income taxation; provided, its officershowever, 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 the City shall not be liable for any payment made by the County with respect to any claim, demand, and/or cause settlement of action brought byany such examination or DocuSign Envelope ID: BA356370-6A5C-4000-86E2-A0FA0CC03B88 audit, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnificationproceeding related thereto, protection, defense and save harmless obligations contained herein shall survive entered into without the expiration, abandonment or termination consent of this Agreementthe City.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. . B. The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the . C. 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the . D. The County shall protect, defend, indemnify, and save harmless the Contractor, 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 sole 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. . G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractAgreement, the Contractor Subrecipient is an independent Contractor, contractor and neither it it, nor its officers, agents, agents or employees are employees of the County for any purpose. The Contractor Subrecipient shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorSubrecipient, its employees, and/or others by reason of this ContractAgreement. The Contractor Subrecipient shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorSubrecipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor Subrecipient of work, services, materials, or supplies by Contractor Subrecipient employees or other suppliers in connection with or support of the performance of this Contract. Agreement. B. The Contractor Subrecipient further agrees that it is financially responsible for and will shall repay the County all indicated amounts following an audit exception which that occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract Agreement by the ContractorSubrecipient, its officers, employees, agents, agents and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract Agreement pursuant to the Term and Duration of Contract or the Termination section. To the maximum extent permitted by law, the Contractor sections. C. The Subrecipient shall protect, defend, indemnify, and save hold 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 ContractorSubrecipient, its officersemployees or any person whomsoever arising out of or in connection with any acts or activities under this Agreement. This obligation shall not include such costs, claims, judgments, and/or awards of damages which may be caused by the sole negligence of the County; provided, that if the costs, claims, judgments, and/or awards of damages are caused by or result from the concurrent negligence of (1) the County, and (2) the Subrecipient, its agents, or employees, subcontractors and/or agentsthis indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subrecipient, in its performance and/or non-performance of its obligations under this Contractor Subrecipient’s agents or employees. The Contractor Subrecipient 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 ContractorSubrecipient, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the Subrecipient. D. The County shall protect, defend, indemnify, and save hold harmless the ContractorSubrecipient, 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 sole negligent acts or omissions of the County, its officers, employees, and/or 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 Subrecipient 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 Subrecipient 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. Agreement. G. The indemnification, protection, defense and save hold harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractSubaward, the Contractor Subrecipient is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor Subrecipient shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorSubrecipient, its employees, and/or others by reason of this ContractSubaward. The Contractor Subrecipient shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorSubrecipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor Subrecipient of work, services, materials, or supplies by Contractor Subrecipient employees or other suppliers in connection with or support of the performance of this Contract. Subaward. B. The Contractor Subrecipient 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 Contract Subaward by the ContractorSubrecipient, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract Subaward pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor . C. The Subrecipient 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 ContractorSubrecipient, its officers, employees, subcontractors sub-awardees and/or agents, in its performance and/or non-non- performance of its obligations under this ContractSubaward. The Contractor Subrecipient 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 ContractorSubrecipient, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the Subrecipient. D. The County shall protect, defend, indemnify, and save harmless the ContractorSubrecipient, 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 sole 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 ContractSubaward. 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 Subrecipient 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 Subrecipient 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. Subaward. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementSubaward.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. A. The Contractor shall be responsible 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 County employee under state or local law. The County COUNTY assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, taxes by the CONTRACTOR ATTORNEYS or on behalf of the Contractor, its employees, and/or their employees or others by reason of this the Contract. The Contractor CONTRACTOR ATTORNEYS shall protect, indemnify, defend and save harmless the CountyCOUNTY, its officers, agents, and employees from and against any and all claims, costs, and/or and losses whatsoever whatsoever, occurring or resulting from (1) the Contractor’s CONTRACTOR ATTORNEYS’ failure to pay any such compensation, wages, benefits, benefits or taxes, and/or (2) the supplying taxes except where such failure is due to the Contractor COUNTY’S wrongful withholding of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of funds due under this Contract. The Contractor further agrees . B. CONTRACTOR ATTORNEYS agree that it is they are financially responsible and liable for and will repay the County all indicated amounts following an audit exception which occurs COUNTY for any material breaches of this contract including but not limited to misuse of Contract funds due to the negligencenegligence or intentional acts of the CONTRACTOR ATTORNEYS, intentional act, and/or failure, for any reason, to comply with the terms of this Contract by the Contractor, its officers, their employees, representatives or agents, and/or representatives. This duty to repay the County . C. CONTRACTOR ATTORNEYS shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save hold harmless the County, its agents, officers, employeesand employees from and against all claims, and agents from any and all costsdamages, claimslosses, judgments, and/or awards of damagesliabilities, expenses, and other costs, including litigation costs and attorney’s fees, arising out of, resulting from or in any way resulting fromconnection with, the negligent acts performance of this Contract by CONTRACTOR ATTORNEYS, or omissions of the Contractortheir agents, its officers, or 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 CONTRACTOR ATTORNEYS’ obligation 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 hold the County, its agents, officers, employeesand employees harmless applies to any actual or alleged personal injury, and/or agentsdeath, in its performance and/or non-performance damage or destruction to tangible or intangible property, including the loss of its obligations use. CONTRACTOR ATTORNEYS’ obligation under this Contract. The County agrees that its obligations under this subparagraph extend paragraph extends to any claim, demanddamage, and/or cause of action brought byloss, liability, expense, or on behalf ofother costs that are caused in whole or in part by any act or omission of a CONTRACTOR ATTORNEY, its agents, employees, supplier, or anyone directly or indirectly employed by any of its employees them, or agentsanyone for whose acts or omissions any of them may be liable. For this purposeCONTRACTOR ATTORNEYS’ obligation to defend, indemnify, and hold the County, by mutual negotiationits agents, hereby waivesofficers, as respects the Contractor only, any immunity that would otherwise be available against such claims and employees harmless 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. Claims shall include, but paragraph is not be limited to, assertions that use or transfer restricted by, any requirement in this Contract for CONTRACTOR ATTORNEY to procure and maintain a policy of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade nameinsurance . CONTRACTOR ATTORNEYS shall not claim, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of do hereby knowingly and voluntarily waive, any other provision contained within this Contract. The indemnification, protection, right to defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreementindemnification by COUNTY as a COUNTY employee or officer.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this Contract, the Contractor is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. . B. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save hold harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from from: (1) the Contractor’s failure to pay any such compensation, wages, benefits, or taxes, ; and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. . C. The Contractor further agrees that it is financially responsible for and will shall repay the County all indicated amounts following an audit exception which that occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Duration of Contract or the Termination section. To the maximum extent permitted by law, the sections. D. The Contractor shall protect, defend, indemnify, and save hold 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-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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the . E. The County shall protect, defend, indemnify, and save hold harmless the Contractor, 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 County, its officers, employees, and/or 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. . F. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. G. To the extent that a Contractor subcontractor fails to satisfy its obligation to defend and indemnify the County as detailed in Section XVII. Conflict of Interest Subsection B. of this Contract, the Contractor shall protect, defend, indemnify, and hold harmless the County, its officers, employees and agents from any and all costs, claims, judgments, and/or awards or damages arising out of, or in any way resulting from, the negligent act or omissions of the Contractor’s subcontractor, its officers, employees, and/or agents in connection with or in support of this Contract. H. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. . I. The indemnification, protection, defense and save hold harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor Grant Recipient shall protect, indemnify, defend and save harmless the County, its officers, officials, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorGrant Recipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies performed or provided by Contractor Grant Recipient’s employees or other suppliers in connection with or support of the performance of this ContractAgreement. The Contractor 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 Contract Agreement by the ContractorGrant Recipient, its officers, employees, agents, and/or representatives, or subcontractors. This duty to repay the County shall not be diminished or extinguished by the expiration or prior termination of the Contract pursuant Agreement. Xxxxx Recipient agrees for itself, its successors, and assigns, to the Term and Termination section. To the maximum extent permitted by law, the Contractor shall protect, defend, indemnify, and save hold harmless the King County, its officers, employeesappointed and elected officials, and agents employees from any and against liability for all costs, claims, demands, suits, and judgments, and/or awards including costs of damagesdefense thereof, arising for injury to persons, death, or property damage which is caused by, arises out of, or in is incidental to any way resulting fromuse 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 negligent acts or omissions extent of the Contractor, its officers, employees, subcontractors and/or agents, in its performance and/or non-performance of its County's sole negligence. Grant Recipient’s obligations under this Contract. Section shall include: A. The Contractor agrees that its obligations under this subparagraph extend duty to any claim, demand, and/or cause promptly accept tender of action brought by, or on behalf of, any defense and provide defense to the County at the Grant Recipient’s own expense; B. Indemnification of its claims made by Grant Recipient’s employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the County only, any ; and C. Waiver of Grant Recipient’s immunity that would otherwise be available against such claims under the Industrial Insurance 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 incurs any judgmentto incur attorney's fees, awardlegal expenses, and/or cost arising therefrom including reasonable attorneys’ fees or other costs to enforce the provisions of this articleSection, all such fees, expenses, and costs shall be recoverable from the ContractorGrant Recipient. To In the maximum extent permitted by lawevent it is determined that RCW 4.24.115 applies to this Agreement, the County shall Grant Recipient agrees to protect, defend, indemnify, indemnify and save harmless the ContractorCounty, its officers, officials, employees, and agents from any and all costs, claims, demands, suits, penalties, losses damages judgments, and/or awards or costs of damagesany kind whatsoever for bodily injury to persons or damage to property (hereinafter "claims"), arising out of, of or in any way resulting from, from the negligent acts or omissions of the County, its Grant Recipient’s officers, employees, agents and/or agentssubcontractors of all tiers, in its performance and/or non-acts or omissions, performance of its obligations failure to perform the rights and privileges granted under this Contract. The County agrees that its obligations under this subparagraph extend Agreement, to any claim, demand, and/or cause of action brought by, the maximum extent permitted by law or on behalf of, any of its employees or agents. For this purpose, the County, as defined by mutual negotiation, hereby waivesRCW 4.24.115, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCWnow enacted or hereafter amended. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including reasonable attorneys’ fees A hold harmless provision to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within protect King County similar to this provision shall affect and/or alter the application of any other provision contained within be included in all Agreements or subcontractor Agreements entered into by Grant Recipient in conjunction with this ContractAgreement. The indemnification, protection, defense and save harmless obligations contained herein shall Grant Recipient’s duties under this Section 21 will survive the expiration, abandonment expiration or earlier termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractAgreement, the Contractor WAPI is an independent Contractorcontractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor WAPI shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorWAPI, its employees, and/or others by reason of this ContractAgreement. The Contractor WAPI shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorWAPI’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor WAPI of work, services, materials, or supplies by Contractor WAPI employees or other suppliers in connection with or support of the performance of this ContractAgreement. 1. The Contractor WAPI shall protect, defend, indemnify, and hold harmless King 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 act or omissions of subcontractor, its officers, employees, and/or agents in connection with or in support of this Agreement. XXXX expressly agrees and understands that King County is a third party beneficiary to this Agreement and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph. B. WAPI 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 Contract Agreement by the ContractorWAPI, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. . G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

HOLD HARMLESS AND INDEMNIFICATION. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. A. The County assumes no responsibility for the payment of any compensation, fees, wages, benefits, benefits or taxes, by, taxes to or on behalf of the ContractorCity, its employees, and/or contractors or others by reason of this Contractagreement. The Contractor City shall protect, indemnify, defend indemnify and save harmless the County, its officers, agents, agents and employees from and against any and all claims, costs, and/or losses cost and whatsoever occurring or resulting from (from: 1) the Contractor’s City's failure to pay any such compensation, fees, wages, benefits, benefits or taxes, and/or (; and 2) the supplying to the Contractor City of work, services, materials, materials or supplies by Contractor City employees or agents or other contractors or suppliers in connection with or in support of the performance of this Contract. agreement. B. The Contractor City further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception exception, which occurs due to the negligencenegligent or DocuSign Envelope ID: F09529A7-6420-43E0-86CF-920BAE508E13 intentional acts of this agreement by the City, intentional actits officer, and/or failureemployees, for any reason, to comply with agent or representatives arising out of the performance of the terms of this Contract by the Contractor, its officers, employees, agents, and/or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor agreement. C. The City shall protect, defend, indemnify, indemnify and save harmless the County, its officers, employees, and agents County from any and all costs, claims, judgments, and/or or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City, its officers, employees or agents in the performance of its obligations under the terms of this agreement. For the purposes of this agreement only, the City agrees to waive the immunity granted it for industrial insurance claims pursuant to Title 51 RCW to the extent necessary to extend its obligations under this paragraph to any claim, demand, or cause of action brought by or on behalf of any employee, including judgments, awards and costs arising therefrom including attorney's fees. D. To the extent permitted by law, and except to the extent caused by the sole negligence of the County, the City agrees, at its expense, to pay, and to indemnify and hold the County, its officers, employees or agents harmless of, from and against, any and all claims, damages, demands, losses, liens, liabilities, penalties, fines, taxes, lawsuits and other proceedings and costs and expenses (including attorneys’ fees) of every conceivable kind, character or nature whatsoever, arising directly or indirectly from or out of, or in any way resulting fromconnected with any examination or audit of any Bond issued to finance or refinance costs of any Bond-financed Project identified in Exhibit A as well as Bond-financed Projects identified in subsequent amendments to this agreement by the Internal Revenue Service, or any determination by the negligent acts Internal Revenue Service or omissions a court of competent jurisdiction that the Contractorinterest on any such Bond is or should be subject to federal income taxation; provided, its officershowever, 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 the City shall not be liable for any payment made by the County with respect to any claim, demand, and/or cause settlement of action brought byany such DocuSign Envelope ID: F09529A7-6420-43E0-86CF-920BAE508E13 examination or audit, 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the County shall protect, defend, indemnify, and save harmless the Contractor, 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 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. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. The indemnificationproceeding related thereto, protection, defense and save harmless obligations contained herein shall survive entered into without the expiration, abandonment or termination consent of this Agreementthe City.

HOLD HARMLESS AND INDEMNIFICATION. A In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, employees, or employees subcontractors are employees of the County for any purpose. The Contractor shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, taxes by, or on behalf of the Contractor, its employees, subcontractors and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor’s 's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. B The Contractor 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 Contract by the Contractor, its officers, employees, agents, and/or representativesor subcontractors. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Term and Termination section. To the maximum extent permitted by law, the C The Contractor shall protect, defend, indemnify, and save hold 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, agents in its performance and/or 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 the Industrial Insurance provisions of Title 51 RCW. In the event the 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. To the maximum extent permitted by law, the D The County shall protect, defend, indemnify, and save hold harmless the Contractor, 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 County, its officers, employees, and/or agents, or agents in its performance and/or 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. E Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. F Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. G The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this AgreementContract.

HOLD HARMLESS AND INDEMNIFICATION. A. In providing services under this ContractAgreement, the Contractor Recipient is an independent Contractorcontractor, and neither it nor its officers, agents, employees, or employees subcontractors are employees of the County for any purpose. The Contractor Recipient shall be responsible 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 County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the ContractorRecipient, its employees, subcontractors and/or others by reason of this ContractAgreement. The Contractor Recipient shall protect, indemnify, defend and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the ContractorRecipient’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor Recipient of work, services, materials, or supplies by Contractor Recipient employees or other suppliers in connection with or support of the performance of this Contract. Agreement. B. The Contractor 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 Contract Agreement by the ContractorRecipient, its officers, employees, agents, and/or representativesor subcontractors. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract Agreement pursuant to the Term and Termination section. To the maximum extent permitted by law, the Contractor . C. The Recipient shall protect, defend, indemnify, and save hold 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 ContractorRecipient, its officers, employees, subcontractors sub- awardees and/or agents, agents in its performance and/or 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 the Industrial Insurance provisions of Title 51 RCWAgreement. In the event the 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. To the maximum extent permitted by law, the Recipient. D. The County shall protect, defend, indemnify, and save hold harmless the ContractorRecipient, 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 County, its officers, employees, and/or agents, or agents in its performance and/or 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 RCWAgreement. In the event the Contractor Recipient 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. . E. Claims shall include, but not be limited to, assertions that use or transfer of software, book, document, report, film, tape, or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, and/or otherwise results in unfair trade practice. . F. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. Agreement. G. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.