Common use of Hold Harmless and Indemnity Clause in Contracts

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by or resulting from Xxxxxxx’s performance under this Franchise to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, Xxxxxxx’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if Xxxxxxx’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from Xxxxxxx’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, XxxxxxxGrantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if Xxxxxxx’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defendTo the maximum extent permitted by law, indemnify DHS EAGLES, INC. shall, at its own expense, indemnify, defend with counsel acceptable to the City (which acceptance will not be unreasonably withheld), and hold harmless the CountyCity and its officers, its appointed and elected officials, agents, and employees, agents and volunteers ("Indemnitees") from and against any and all third party liability, loss, damage, claims, losses, suits, actions, costsarbitration proceedings, counsel administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees, litigation costsand costs and fees of litigation) (collectively, expenses"Liability") of every nature, damageswhether actual, judgmentsalleged or threatened, or decrees caused by or resulting from Xxxxxxx’s performance under this Franchise to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, Xxxxxxx’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason in connection with the use of the sole negligence Subject Premises or DHS EAGLES, INC.’s failure to comply with any of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions terms of this Franchise which a court Agreement, regardless of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons any fault or damage to property caused by or resulting from the concurrent negligence alleged fault of the CountyIndemnitees. DHS EAGLES, its appointed INC.’s obligation to indemnify, defend and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless under this provision shall not be excused because of DHS EAGLES, INC.'s inability to evaluate Liability, or because DHS EAGLES, INC. evaluates Liability and indemnify determines that DHS EAGLES, INC. is not or may not be liable. DHS EAGLES, INC. must respond within 30 calendar days to any tender for defense and indemnity by the County is enforceable only to City, unless the extent time for responding has been extended by an authorized representative of the Grantee’s negligence. C. The Grantee’s obligation shall includeCity in writing. DHS EAGLES, but not be limited toINC. waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of DHS EAGLES, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demandINC. In case suit or action is brought against Columbia County for damages arising out of or by reason in connection with the use of the above- mentioned causesSubject Premises or DHS EAGLES, the County shall promptly notify Grantee thereof and the Grantee will, upon notice INC.'s failure to it comply with any of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 terms of this Franchise and if Xxxxxxx’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demandAgreement. X. Xxxxxx to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from Xxxxxxx’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, XxxxxxxGrantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if XxxxxxxGrantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx E. Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from Xxxxxxx’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, XxxxxxxGrantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. . For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. . The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. . In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if XxxxxxxGrantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx . Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. . The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall Owner agrees to defend, indemnify and hold Manager and its agents harmless the Countyfrom any liabilities, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, demands or legal proceedings (including the costs, counsel feesexpenses and reasonable attorneys’ fees incurred in defending such matters, litigation costscollectively, expenses“Claims”) arising from the leasing, damagesmanagement and operation of the Premises, judgments, or decrees caused by or resulting from Xxxxxxx’s performance under this Franchise except to the extent such injury liabilities, claims, demands or damage is legal proceedings are caused by by, relate to or arise from (a) the negligencegrossly negligent acts or willful misconduct of Manager or Manager’s agents, willful misconductemployees, or from any breach representatives; or (b) acts or omissions of any common lawManager or Manager’s agents, statutory employees or other delegated duty representatives which are outside the scope of services to be rendered by Manager pursuant to this Franchise of GranteeAgreement, Xxxxxxxfor which Manager agrees to indemnify and hold Owner harmless. Manager shall provide such indemnification except for actions or events which should be covered under Owner’s employeesinsurance specified in Section 4.2 above. In addition, agents, or subcontractors, in exercising Owner shall indemnify and hold Manager harmless for failure to pay any charges against the rights granted to Grantee in this Franchise, but not Premises to the extent arising out of that necessary funds for such payment are not made available to Manager by Owner upon request therefor by Manager. This indemnity provision shall survive the termination or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions expiration of this Franchise Agreement. If any proceeding is filed for which a court of competent jurisdiction determines are subject indemnity is required hereunder, Owner agrees, upon request therefor, to RCW 4.24.115defend Manager in such proceeding at its sole cost, then, in the event of damages arising out of bodily injury utilizing counsel satisfactory to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed Manager. Manager and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable Owner shall be liable under this Section 4.3 only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, respective obligations specifically imposed upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Countythem hereunder. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise an occurrence that triggers both Manager’s and if XxxxxxxOwner’s refusal is subsequently determined by a Court having jurisdiction indemnification obligations hereunder, each party’s liability (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs including liability for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx ) shall be equal to the extent required for percentage determined to be due to the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising unindemnified fault of such immunity party as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated agreed upon by the parties, as fixed by settlement agreement, as set forth in a final judgment of a court of competent jurisdiction, or as determined by an arbitrator or arbitration panel in an arbitration proceeding, as applicable. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from Xxxxxxx’s performance under this Franchise damage to the person or property of another, but only to the extent that such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty contractual obligation pursuant to this Franchise of Grantee, XxxxxxxGrantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise. Conversely, but not the County shall defend, indemnify and hold harmless Grantee, its employees, agents, and subcontractors, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees on account of any injury or damage to the person or property of another, to the extent arising out that such injury or damage is not caused by the negligence, willful misconduct, or from any breach of any common law, statutory or by reason contract obligation pursuant to this Franchise of Grantee, Grantee’s employees, agents, or subcontractors, in exercising the sole negligence of the County, its officials, agents or employeesrights granted to Grantee in this Franchise. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and If the Grantee or is required to indemnify and hold harmless the County for a specific third party claim, then Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation obligations shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. C. In the event any claim or demand be is presented to or filed with County that is the County by reason responsibility of the Grantee as defined above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia CountyCounty and Grantee.. In the event, however, that County and Grantee are both liable for any harm raised in any third party claim then all legal fees and costs and payment of the settlement amount or the judgment shall be paid by the County and Grantee in proportion to their respective fault. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if XxxxxxxGrantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. X. Xxxxxx to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. D. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the CountyXxxxxxx Township, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from Xxxxxxx’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, Xxxxxxx’s Grantee's employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the CountyTownship, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s 's agents or employees, the Grantee’s 's liability to hold harmless and indemnify the County Township is enforceable only to the extent eXtent of the Grantee’s 's negligence. C. The Grantee’s 's obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be is presented to or filed with the County Xxxxxxx Township by reason of the above-mentioned above-‐mentioned causes, the County Township shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County Xxxxxxx Township for damages arising out of or by reason of the above- mentioned above-‐mentioned causes, the County Township shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County Township in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia CountyXxxxxxx Township. In the event Grantee refuses a tendered defense by the County Township pursuant to section 11 of this Franchise and if Xxxxxxx’s 's refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s Township's reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County Township for any settlement made by the County Township of the wrongfully refused claim or demand. X. Xxxxxx to the extent required for the County Xxxxxxx Township to enforce GranteeXxxxxxx's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51MCL 445.1501 et seq.; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.