Common use of Indemnification and Hold Harmless Clause in Contracts

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self- insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by the negligent or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance thereof, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance thereof, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent or willful act or omission of LEA, lossesincluding, fineswithout limitation, penalties its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the state of California, that the self- insurance covers district employees acting within the course and scope of the performance of the Work their respective duties and the that its self-insurance covers LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by the negligent or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self-insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Master Contract or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). The duty and obligation to defend shall arise immediately upon tender of a claim or lawsuit to the CONTRACTOR. The LEA and the Member District(s) shall have the right in their sole discretion to select counsel of its choice to provide the defense at the sole cost of the CONTRACTOR or the applicable insurance carrier. To the fullest extent allowed by law, XXX shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Master Contract or its performance thereof, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent, lossesintentional act or willful act or omission of LEA, finesincluding, penalties without limitation, its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). XXX represents that it is self-insured in compliance with or in the laws of the State of California, that the self- insurance covers district employees acting within the course and scope of their respective duties and that its self-insurance covers the performance of the Work and the LEA’s indemnification obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementMaster Contract.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to To the fullest extent permitted by law, even though Contractor shall indemnify, defend and hold harmless the Park District and its officers, officials, employees, volunteers and agents from and against all claims, damages, losses and expenses including but not limited to legal fees (attorney’s and paralegals’ fees and court costs), arising out of or resulting from the performance of Contractor’s performance of the Work, provided that any such claims may prove claim, damage, loss or expense (i) is attributable to be falsebodily injury, groundlesssickness, disease or death, or fraudulentinjury to or destruction of tangible property, subject only other than the work itself, including the loss of use resulting there from and (ii) is caused in whole or in part by any wrongful or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph. Contractor shall similarly protect, indemnify, defend and hold and save harmless the limitations provided belowPark District, its officers, officials, employees, volunteers and agents against and from any and all claims, costs, causes, actions and expenses including but not limited to legal fees, incurred by reason of Contractor’s breach of any of its obligations under, or Contractor’s default of, any provision of this Agreement. Nothing contained herein shall be construed as prohibiting the District, its officers, employees or agents from defending, through the selection and use of their own agents, attorneys and experts, any claims, suits, demands, proceedings or actions brought against them. The District’s participation in its defense shall not remove the Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) indemnify, defend and hold the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligenceDistrict harmless as set forth herein. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the The indemnification obligation under this Contract required hereunder shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance reason of the provisions shall be considered reformed to reflect the intent enumeration of insurance coverage herein provided. Contractor’s indemnification of the parties to the greatest extent possible consistent with the law. The provisions of this section Park District shall survive the termination or expiration of this the Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Entity shall, at its sole expense, defend, indemnify and hold the Cityharmless City and its officers, its agents, employees and officials (hereinafter “Indemnitee”) harmless employees, from any and all claims, demandsactions, damagessuits, liability, loss, costs, attorney's fees and costs of litigation, expenses, lossesinjuries, finesand damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, penalties errors or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or omissions in the course of the performance of the Work services provided by Entity, Entity's agents, subcontractors, subconsultants and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, employees to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of bodily injury to persons or damage to property such services caused by or resulting from: (a) from the sole negligence of Indemnitee City or (b) City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (ia) Indemnitee, its City or City’s agents or employees employees, and (iib) ContractorEntity, its agents or employees with such liability limited Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencethe negligence of Entity, Entity's agents, subcontractors, subconsultants and employees. RCW 4.24.115 Contractor Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity . These indemnification obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits benefit acts, or other employee benefits acts. This Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for As a separate and independent covenant from VENDOR’s obligations under Section 15 hereof, VENDOR shall defendindemnify, indemnify protect, defend with counsel acceptable to the CITY, and hold the CityCITY and CITY’s officers, its employees, agents, employees and officials (hereinafter “Indemnitee”) volunteers harmless and free from any and all claims, demandsliabilities, damages, or expenses, losses, fines, penalties or liabilities, including loss of useattorney’s fees, arising fromout of or relating to any negligent act, resulting in negligent omission, or wrongful conduct, or any manner directly loss, damage, or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall includeinjury (including, but is not be limited to, Indemniteedeath or other injury that is sustained from any communicable disease), related in any way to VENDOR’s personnel-related costsperformance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, attorney and expert feesemployees, court costsagents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), VENDOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all other claim-related expensescosts incurred by them in their defense, including but not limited to attorney’s fees. XXXXXX also understands and agrees that it is being employed to perform the fullest extent permitted services provided for by lawthis Agreement because of XXXXXX’s professed expertise and experience in performing such services. In addition, even though such claims may prove to be falseVENDOR understands and agrees that while CITY or CITY’s officers, groundlessemployees, agents, or fraudulentvolunteers may elect to do so, subject only to the limitations provided below. Contractor’s they have no duty to indemnify shall not apply review, inspect, monitor, or supervise the work performed by VENDOR pursuant to liability this Agreement except as otherwise expressly provided for damages by this Agreement. As a consequence, VENDOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of bodily injury such failure to persons inspect, review, monitor, or damage supervise the work performed by VENDOR pursuant to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractorthis Agreement. The VENDOR’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions Agreement shall be considered reformed to reflect survive the intent termination of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, Page 4 of penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and TENANT shall defend, indemnify and hold the CityLANDLORD and LANDLORD’S agents, its agentsofficers, directors, employees and officials (hereinafter “Indemnitee”) contractors, harmless against and from any and all claimsinjuries, demandscosts, expenses, liabilities, losses, damages, expensesinjunctions, lossessuits, actions, fines, penalties penalties, and demands of any kind or liabilitiesnature (including reasonable attorneys fees) arising in connection with any and all third party claims arising out of (a) injuries occurring within the Leased Premises; (b) any intentional acts or negligence of TENANT or TENANT’s agents, including loss of use, arising from, resulting employees or contractors; (c) the breach or default in any manner directly or indirectly from or connected with or in the course of the performance of any obligations on TENANT’s part to be performed under this Lease, or (d) the Work and failure of any representation or warranty made by TENANT herein to be true when made. This indemnity does not include the obligations hereinintentional or negligent acts or omissions of LANDLORD or its agents, including without limitation claims officers, contractors or employees. This indemnity shall survive termination of subcontractors and suppliers contracting with Contractorthis Lease. Contractor’s obligation to LANDLORD shall defend, indemnify and hold Indemnitee TENANT and TENANT’s agents, officers, directors, employees and contractors, harmless shall includeagainst and from any and all injuries, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert feesexpenses, court costsliabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys fees) arising in connection with any and all other claim-related expenses, to the fullest extent permitted by law, even though such third party claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) injuries occurring in the sole negligence common areas or any other portion of Indemnitee or the Shopping Center outside the Leased Premises; (b) the concurrent any intentional acts or negligence of LANDLORD or LANDLORD’S agents, employees or contractors; (ic) Indemnitee, its agents the breach or employees and (ii) Contractor, its agents or employees with such liability limited default in the performance of any obligations on LANDLORD’S part to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation performed under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits actsLease, or other employee benefits acts(d) the failure of any representation or warranty made by LANDLORD herein to be true when made. This waiver was mutually negotiatedindemnity does not include the intentional or negligent acts or omissions of TENANT or its agents, officers, contractors or employees. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section This indemnity shall survive termination of this AgreementLease.

Indemnification and Hold Harmless. 17.1 Contractor assumes responsibility for and shall agrees to defend, indemnify and hold harmless the CitySpokane Housing Authority dba SHA, its subsidiaries, affiliates, officers, agents, employees employees, Commissioners, successors, assigns, and officials (hereinafter “Indemnitee”) harmless authorized legal representatives from any and all claims, demands, damages, expenses, losses, fines, penalties losses and liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from or connected with services performed or in the course of the performance of the Work and the obligations hereinto be performed under this Contract by Contractor, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defendits subcontractors, indemnify and hold Indemnitee harmless shall includeits suppliers, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by lawits agents or its employees, even though such claims may prove to be false, groundless, groundless or fraudulent, to the fullest extent permitted by law and subject only to the limitations provided below. Contractor’s duty to indemnify SHA shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromfrom the sole negligence of SHA or its agents or employees. Contractor shall have a duty to indemnify SHA for liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of: (a) the sole negligence of Indemnitee Contractor or its agents or employees, and (b) the concurrent negligence of (i) Indemnitee, SHA or its agents or employees and (ii) Contractoremployees, its agents or employees with such liability limited but only to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided , or under any other applicable worker’s compensation act that such waiver shall be expressly limited may apply to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third partythe work. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits benefit acts, or other employee benefits acts. This , provided Contractor’s waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section paragraph extends only to claims against Contractor by SHA, and does not include, or extend to, any claims by Contractor’s employees directly against Contractor. Defense cost recovery shall not affect the validity or continuing force include all fees (of attorneys and effect of any other provisionexperts), and costs and expenses incurred in good faith. If any provision is invalidIn addition, in whole or in part, the balance of the provisions SHA shall be considered reformed entitled to reflect the intent recover compensation for all of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreementits in-house expenses (including materials and labor) consumed in its defense.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall CIC shall, at its sole expense, defend, indemnify and hold the Cityharmless City and its officers, its agents, employees and officials (hereinafter “Indemnitee”) harmless employees, from any and all claims, demandsactions, damagessuits, liability, loss, costs, attorney's fees and costs of litigation, expenses, lossesinjuries, finesand damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, penalties errors or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or omissions in the course of the performance of the Work services provided by CIC, CIC's agents, subcontractors, subconsultants and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, employees to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s CIC's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of bodily injury to persons or damage to property such services caused by or resulting from: (a) from the sole negligence of Indemnitee City or (b) City's agents or employees pursuant to RCW 4.24.115. CIC's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (ia) Indemnitee, its City or City’s agents or employees employees, and (iib) ContractorCIC, its agents or employees with such liability limited CIC's agents, subcontractors, subconsultants and employees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencethe negligence of CIC, CIC's agents, subcontractors, subconsultants and employees. RCW 4.24.115 Contractor CIC's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. CIC specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity . These indemnification obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits benefit acts, or other employee benefits acts. This Provided, that CIC's waiver of immunity under this provision extends only to claims against CIC by City, and does not include, or extend to, any claims by CIC's employees directly against CIC. CIC hereby certifies that this indemnification provision was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall 11.1 The TRIBE agrees to defend, indemnify indemnify, and hold harmless the CityState of Washington, including its officers, employees, and agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties and/or liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from from, or connected with with, acts or in omissions performed or to be performed under this Agreement by the course TRIBE, its agents, employees, contractors, subcontractors, consultants, and suppliers of the performance of the Work and the obligations hereinany tier, including without limitation claims acts or omissions of subcontractors TRIBE’s invitees and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenseslicensees, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, law and subject only to the limitations provided below. ContractorThe TRIBE’s duty to defend and indemnify the State of Washington, including its officers, employees, and agents, shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) from the sole negligence of Indemnitee the State of Washington, including its officers, employees, and agents. The TRIBE’s duty to defend and indemnify the State of Washington, including its officers, employees, and agents, for liability for damages arising out of bodily injury to persons or (b) damage to property caused by or resulting from the concurrent negligence of (ia) Indemniteethe State of Washington, including its officers, employees, and agents, and (b) the TRIBE, its agents or employees employees, contractors, subcontractors, and (ii) Contractorsuppliers of any tier, its agents or employees with such liability limited and invitees and licensees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencenegligence of the TRIBE, its agents, employees, contractors, subcontractors, and suppliers of any tier, invitees and licensees. RCW 4.24.115 Contractor The TRIBE specifically and expressly and by mutual agreement waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers’ compensation acts, disability benefits acts, or other employee benefits acts. This ; provided, the TRIBE’s waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section shall extends only to claims against the TRIBE by WSDOT, and does not affect include, or extend to, any claims by the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, TRIBE’s employees directly against the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementTRIBE.

Indemnification and Hold Harmless. Contractor assumes responsibility for 6.1 Subject to Vendor’s limitations on liability and related damages, costs, and attorney fees, as set forth in Attachment F which shall defendcontrol in the event of a conflict with this Agreement, indemnify Vendor agrees that it shall indemnify, defend and hold the Cityharmless Lead Contracting Agency, its agentsrespective officials, directors, employees and officials agents (hereinafter collectively, the “IndemniteeIndemnitees”) harmless ), from and against any and all damages, claims, demands, damageslosses, expenses, lossescosts, finesobligations and liabilities (including without limitation reasonable attorney’s fees), penalties or liabilities, including loss of use, arising from, resulting in any manner suffered directly or indirectly from or connected with or in the course by any of the performance Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the Work and negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations hereinof Vendor under this Agreement or Vendor’s performance under this Agreement, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless(vi) any Employee Taxes or Unemployment Insurance, or fraudulent(vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, subject only to the limitations provided belowcopyright, trademark, trade secret or other intellectual property interest. Contractor’s duty Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to liability for damages arising out the breach of bodily injury to persons this Agreement by, or damage to property caused by negligence or resulting from: (a) the sole negligence of Indemnitee willful misconduct of, Lead Contracting Agency or (b) the concurrent negligence of (i) Indemniteeits officials, its directors, employees, agents or employees contractors. The amount and (ii) Contractor, its agents or employees with such liability limited to type of insurance coverage requirements set forth herein will in no way be construed as limiting the extent scope of Contractor or Contractor’s agents or employees negligencethe indemnity in this paragraph. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s The indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation of Vendor under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section Article shall survive the expiration or termination of this AgreementAgreement for two years.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to To the fullest extent permitted by law, even though such claims may prove the Contractor agrees to be falseindemnify, groundlessdefend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the Contractor, its employees, agents or volunteers or Contractor’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or fraudulentin connection with performance of this Agreement; or 3) are based upon the Contractor’s or its subcontractors’ use of, subject only presence upon or proximity to the limitations provided belowproperty of the County. Contractor’s duty to indemnify This indemnification obligation of the Contractor shall not apply to liability for damages arising out of bodily injury to persons in the limited circumstance where the claim, damage, loss or damage to property expense is caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the County. In the event of the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) the Contractor, its agents subcontractors, employees or agents, and the County, its employees with such liability limited or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of Contractor or the negligence of the Contractor’s agents or , its subcontractors, employees negligenceand agents. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the This indemnification obligation under this Contract of the Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any limitation on the amount or type of damages, other workmen's compensation or benefits payable to or for any third party under workers compensation actsact, disability benefits acts, benefit act or other employee benefits benefit act, and the Contractor hereby expressly waives any immunity afforded by such acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance foregoing indemnification obligations of the provisions shall be considered reformed Contractor are a material inducement to reflect the intent of the parties County to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of enter into this Agreement., are reflected in the Contractor’s compensation, and have been mutually negotiated by the parties. Contractor’s initials acknowledging indemnity terms:

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Little Free Library agrees to indemnify, defend, indemnify and hold harmless You from and against any claims of trademark infringement concerning the Cityuse of the Marks in the United States of America. Little Free Library shall choose counsel to defend the claim, and all costs of such counsel shall be borne by Little Free Library. You may, at Your sole option and expense, engage Your own separate counsel to act as co-counsel on Your behalf. The exercise by You of Your option to select co-counsel shall in no way limit or modify Little Free Library’s obligations set forth in this Section. Except for a trademark infringement claim based on Your use of the Marks in the United States of America, You agree to indemnify, defend and hold harmless Little Free Library, its affiliates, related companies, shareholders, directors, officers, employees, agents, employees successors and officials assigns (hereinafter collectively the “IndemniteeIndemnified Parties”) harmless ), from and against any and all claims, demands, damages, expenses, losses, finesliabilities, penalties or liabilitiesand damages of whatever kind, including loss of usereasonable costs, expenses and attorneys’ fees, arising fromout of: (1) Your promotion, resulting in any manner directly marketing, advertisement, or indirectly from or connected with or in the course use of the performance Marks; (2) the promotion, marketing, advertisement, or use of the Work Marks by any third party as permitted under this Agreement; and (3) Your negligence relating to the obligations hereinpromotion, including without limitation claims marketing, advertisement, or use of subcontractors and suppliers contracting with Contractorthe Marks. Contractor’s obligation You shall choose counsel to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costsdefend the claim, and all other claim-related expenses, to the fullest extent permitted by law, even though costs of such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver counsel shall be expressly limited borne by You. Little Free Library may, at its sole option and expense, engage its own separate counsel to Contractor’s indemnity obligations herein and shall not be intended act as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation co-counsel on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiatedLittle Free Library's behalf. The partial exercise by Little Free Library of its option to select co-counsel shall in no way limit or complete invalidity of any one or more provisions of modify Your obligations set forth in this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementSection.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify and hold LEA and its Board Members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“LEA Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of this Agreement or its performance, to the Cityextent that such loss, expense, damage or liability was proximately caused by negligence, intentional act, or willful act or omission of CONTRACTOR, including, without limitation, its agents, employees employees, subcontractors or anyone employed directly or indirectly by it (excluding LEA and officials LEA Indemnities). To the fullest extent allowed by law, LEA shall indemnify and hold CONTRACTOR and its Board Members, administrators, employees, agents, attorneys, and subcontractors (hereinafter “IndemniteeCONTRACTOR Indemnities”) harmless against all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from any and all claimsor arising out of this Agreement or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage or liability was proximately caused by the negligent or willful act or omission of LEA, lossesincluding, fineswithout limitation, penalties its agents, employees, subcontractors or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected with or in the course of the performance of the Work and the by it (excluding CONTRACTOR and/or any CONTRACTOR Indemnities). The foregoing obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromare conditioned upon: (a) prompt written notice by the sole negligence indemnified party to the indemnifying party of Indemnitee any claim, action or demand for which indemnity is claimed; (b) complete control of the concurrent negligence defense and settlement thereof by the indemnifying party, provided that no settlement of (i) Indemniteean indemnified claim shall be made without the consent of the indemnified party, its agents such consent not to be unreasonably withheld or employees delayed; and (iic) Contractorreasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. In no event will CONTRACTOR be liable for any incidental damages, its agents consequential damages, or employees with such liability limited any lost profits arising from or relating to this Agreement or to the extent services provided pursuant to this Agreement, whether in contract or tort or otherwise, even if CONTRACTOR knew or should have known of Contractor or Contractorthe possibility of such damages. CONTRACTOR’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under cumulative liability relating to this Agreement will not exceed the worker’s compensation laws under actual fees paid by LEA to CONTRACTOR during the Washington State Industrial Insurance Act, Title 51 RCWschool year for three (3) months immediately preceding the date on which a claim is made; provided that such waiver amount shall be expressly limited to Contractor’s indemnity obligations herein under no circumstances exceed $10,000. LEA acknowledges that this Agreement reflects an adequate and shall not be intended as a benefit to any third party. Further, acceptable allocation of risk and that in the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance absence of the provisions shall be considered reformed to reflect foregoing limitations CONTRACTOR would not enter into this Agreement. LEA represents that it is self-insured in compliance with the intent laws of the parties to state of California, that the greatest extent possible consistent with self-insurance covers district employees acting within the law. The provisions course and scope of this section shall survive termination of their respective duties, and that its self-insurance covers LEA’s indemnification obligations under this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and 6.1 Vendor agrees that it shall defendindemnify, indemnify defend and hold the Cityharmless Lead Contracting Agency, its agentsrespective officials, employees directors, employees, members and officials agents (hereinafter collectively, the “IndemniteeIndemnitees”) harmless ), from and against any and all damages, claims, demands, damageslosses, expenses, lossescosts, finesobligations and liabilities (including, penalties or liabilitieswithout limitation, including loss of usereasonable attorney’s fees), arising from, resulting in suffered directly by any manner directly or indirectly from or connected with or in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, Indemnitees to the fullest extent permitted caused by law, even though such claims may prove (i) any breach or default of Vendor under this Agreement , (ii) any failure by Vendor to be falseperform or fulfill any of its obligations, groundlessset forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, or fraudulentany of its respective employees or agents in performing its obligations under this Agreement, subject only (iv) any failure of Vendor, or its respective employees to comply with any Applicable Law, (v) any claim by any third party caused by the limitations provided belownegligence or intentional misconduct of Vendor in performing its obligations under this Agreement, (vi) any Employee Taxes or Unemployment Insurance that Vendor is responsible for, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Contractor’s duty Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to liability for damages arising out the breach of bodily injury to persons this Agreement by, or damage to property caused by negligence or resulting from: (a) the sole negligence of Indemnitee willful misconduct of, Lead Contracting Agency or (b) the concurrent negligence of (i) Indemniteeits officials, its directors, employees, members, agents or employees contractors. The amount and (ii) Contractor, its agents or employees with such liability limited to type of insurance coverage requirements set forth herein will in no way be construed as limiting the extent scope of Contractor or Contractor’s agents or employees negligencethe indemnity in this paragraph. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s The indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation of Vendor under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section Article shall survive the expiration or termination of this AgreementAgreement for two years.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Consultant agrees to defend, indemnify indemnify, hold free and hold harmless the City, its agentselected officials, employees officers, agents and officials (hereinafter “Indemnitee”) harmless employees, at Consultant’s sole expense, from and against any and all claims, demandsactions, damagessuits or other legal proceedings brought against the City, expensesits elected officials, lossesofficers, finesagents and employees arising out of the negligence, penalties recklessness, or liabilitieswillful misconduct of the Consultant, including loss of useits employees, arising fromand/or authorized subcontractors, resulting in any manner directly or indirectly from or connected with or in the course of the performance of the Work and work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the obligations hereinConsultant, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defendits employees, indemnify and hold Indemnitee harmless shall includeand/or authorized subcontractors, but is shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon negligence, recklessness, or willful misconduct in the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be limited toliable for the defense or indemnification of the City for claims, Indemnitee’s personnel-related costsactions, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, complaints or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages suits arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole active negligence or willful misconduct of Indemnitee or (b) the concurrent negligence City. In no event shall the cost to defend of (i) Indemniteeindemnification charged to Consultant exceed Consultant’s proportionate percentage of fault. However, its agents or employees and (ii) Contractornotwithstanding the previous sentence, its agents or employees with such liability limited to in the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect. CONFLICT OF INTEREST STATEMENT KOA is currently providing services to the City of Costa Mesa for several projects that primarily consist of traffic and civil engineering and construction management. To the best of our knowledge, neither KOA or its subconsultant firms have any current clients who may have a financial interest in the outcome of this Section shall contract or the resulting construction project(s). We also do not affect maintain financial interest or relationships with any construction companies that might submit a bid on the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreementconstruction project(s).

Indemnification and Hold Harmless. Contractor assumes responsibility for and 6.1 Vendor agrees that it shall defendindemnify, indemnify defend and hold the Cityharmless Lead Contracting Agency, its agentsrespective officials, directors, employees and officials agents (hereinafter “Indemnitee”) harmless from any collectively, the obligations and all claims, demands, damages, expenses, losses, fines, penalties or liabilities, including loss of use, arising from, resulting in any manner liabi directly or indirectly from or connected with or in the course by any of the performance Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the Work and negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundlessVendor under this Agreement or Vendor or Unemployment Insurance, or fraudulent, subject only to (vii) any claim alleging that the limitations provided belowProducts and Services or any xxxxx or other intellectual property interest. Contractor’s duty Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to liability for damages arising out the breach of bodily injury to persons this Agreement by, or damage to property caused by negligence or resulting from: (a) the sole negligence of Indemnitee willful misconduct of, Lead Contracting Agency or (b) the concurrent negligence of (i) Indemniteeits officials, its directors, employees, agents or employees contractors. The amount and (ii) Contractor, its agents or employees with such liability limited to type of insurance coverage requirements set forth herein will in no way be construed as limiting the extent scope of Contractor or Contractor’s agents or employees negligencethe indemnity in this paragraph. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s The indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation of Vendor under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section Article shall survive the expiration or termination of this AgreementAgreement for two years 6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Hold Harmless. Contractor assumes responsibility for and To the fullest extent allowed by law, TPL shall defend, indemnify and hold TJJD and its board members, administrators, employees, agents, attorneys, volunteers, and subcontractors (“TJJD Indemnitees”) harmless against all liability, loss, damage, and expense (including reasonable attorney fees) resulting from or arising out of this Agreement or its performance, to the Cityextent that such loss, expense, damage, or liability was proximately caused by negligence or the intentional/willful act or omission of TPL, including, without limitation, its agents, employees employees, Subcontractors, or anyone employed directly or indirectly by it (excluding TJJD and officials TJJD Indemnitees). To the fullest extent allowed by law, TJJD shall indemnify and hold TPL and its board members, administrators, employees, agents, attorneys, and contractors (hereinafter “IndemniteeTPL Indemnitees”) harmless against all liability, loss, damage, and expense (including reasonable attorney fees) resulting from any and all claimsor arising out of this Agreement or its performance, demandsto the extent that such loss, damagesexpense, expensesdamage, lossesor liability was proximately caused by negligence or the intentional/willful act or omission of TJJD, finesincluding, penalties without limitation, its agents, employees, subcontractors, or liabilities, including loss of use, arising from, resulting in any manner anyone employed directly or indirectly from or connected with or in the course of the performance of the Work by it (excluding TPL and the TPL Indemnitees). The foregoing obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting fromare conditioned upon: (a) prompt written notice by the sole negligence indemnified party to the indemnifying party of Indemnitee any claim, action, or demand for which indemnity is claimed; (b) complete control of the concurrent negligence defense and settlement thereof by the indemnifying party, provided that no settlement of (i) Indemniteean indemnified claim shall be made without the consent of the indemnified party, its agents such consent not to be unreasonably withheld or employees delayed; and (iic) Contractorreasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense. In no event will TPL be liable for any incidental damages, its agents consequential damages, or employees with such liability limited any lost profits arising from or relating to this Agreement or to the extent services provided pursuant to this Agreement, whether in contract or tort or otherwise, even if TPL knew or should have known of Contractor or Contractorthe possibility of such damages. TPL’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under cumulative liability relating to this Agreement will not exceed the worker’s compensation laws under actual fees paid by TJJD to TPL during the Washington State Industrial Insurance Actschool year for three (3) months immediately preceding the date on which a claim is made, Title 51 RCW; provided that such waiver amount shall be expressly limited to Contractor’s indemnity obligations herein under no circumstances exceed ten thousand dollars ($10,000). TJJD acknowledges that this Agreement reflects an adequate and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type acceptable allocation of damages, compensation or benefits payable to or for any third party under workers compensation acts, disability benefits acts, or other employee benefits acts. This waiver was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force risk and effect of any other provision. If any provision is invalidthat, in whole or in part, the balance absence of the provisions shall be considered reformed to reflect foregoing limitations, TPL would not enter into the intent Agreement. TJJD represents that it is self-insured in compliance with the laws of the parties to state of TX, that the greatest extent possible consistent with self- insurance covers district employees acting within the law. The provisions course and scope of this section shall survive termination of their respective duties, and that its self-insurance covers TJJD’s indemnification obligations under this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall The DEVELOPER agrees to defend, indemnify indemnify, and hold the Cityharmless WSDOT, including its officers, employees, and agents, employees and officials (hereinafter “Indemnitee”) harmless from any and all claims, demands, damages, expenses, losses, fines, penalties and/or liabilities to or liabilities, including loss of use, by third parties arising from, resulting in any manner directly or indirectly from from, or connected with with, acts or in omissions performed or to be performed under this Agreement by the course DEVELOPER, its agents, employees, contractors, subcontractors, consultants, and suppliers of the performance of the Work and the obligations hereinany tier, including without limitation claims acts or omissions of subcontractors DEVELOPER's invitees and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenseslicensees, to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, law and subject only to the limitations provided below. Contractor’s The DEVELOPER's duty to defend and indemnify WSDOT, including its officers, employees, and agents, shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) from the sole negligence of Indemnitee WSDOT, including its officers, employees, and agents. The DEVELOPER's duty to defend and indemnify WSDOT, including its officers, employees, and agents, and shall not apply to liability for damages arising out of bodily injury to persons or (b) damage to property caused by or resulting from the concurrent negligence of (ia) IndemniteeWSDOT, including its officers, employees, and agents, and (b) the DEVELOPER, its agents or employees employees, contractors, subcontractors, and (ii) Contractorsuppliers of any tier, its agents or employees with such liability limited and invitees and licensees, and shall apply only to the extent of Contractor or Contractor’s agents or employees negligencenegligence of the DEVELOPER, its agents, employees, contractors, subcontractors, and suppliers of any tier, invitees and licensees. RCW 4.24.115 Contractor The DEVELOPER specifically and expressly and by mutual agreement waives any immunity that may be granted it under the worker’s compensation laws under the Washington State WSDOT Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract Agreement shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits acts, or other employee benefits acts. This ; provided, the DEVELOPER's waiver was mutually negotiated. The partial or complete invalidity of any one or more immunity by the provisions of this Section shall extends only to claims against the DEVELOPER by WSDOT, and does not affect include, or extend to, any claims by the validity or continuing force DEVELOPERS's employees directly against the DEVELOPER. This indemnification and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section waiver shall survive the termination of this Agreement.

Indemnification and Hold Harmless. Contractor assumes responsibility for The CONTRACTOR shall indemnify, hold harmless and shall defenddefend the Fresno COG, indemnify CHP, CALTRANS, State of California, and hold the City, its their agents, employees employees, officers, officials, and officials (hereinafter “Indemnitee”) harmless volunteers, from any and against all liability, claims, demands, damages, expenses, losses, finesactions, penalties and expenses including, but not by way of limitation, attorney’s fees, of whatsoever nature, including, but not by way of limitation, those made on account of bodily injury to or liabilitiesdeath of any person, including employees and parties who would be indemnified and held harmless, or damage to or loss of useuse of property, including property of the indemnities, or those arising from any violation or claimed violation by CONTRACTOR of federal, State, or local wage or hour regulations, arising out of, or resulting from, resulting in any manner the acts, or omissions to act, of the CONTRACTOR, its subcontractors, anyone directly or indirectly from employed by any of them, or connected with or anyone for whose acts any of them are liable in the performance of their work, whether occurring during the course of the performance contract, or after its completion, unless caused solely by the gross negligence or willful misconduct of the Work parties to be indemnified or held harmless. This Indemnity and Hold Harmless agreement shall survive termination of the obligations hereincontract or final payment hereunder. This Indemnity and Hold Harmless agreement is in addition to any other rights or remedies which the indemnified parties may have under the law or under the contract. In the event of any claim or demand made against any party which is entitled to be indemnified or held harmless hereunder, including without limitation claims Fresno COG may in its sole discretion reserve, retain, or apply any monies due to the CONTRACTOR under the contract for the purpose of subcontractors and suppliers contracting resolving such claims, provided, however, that Fresno COG may release its funds, if the CONTRACTOR provides Fresno COG with Contractorreasonable assurance of protection of the indemnified parties’ interests. Contractor’s Fresno COG shall in its sole discretion determine whether such assurances are reasonable. CONTRACTOR’S obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to the fullest extent permitted by law, even though such claims may prove parties to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s duty to indemnify shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemnitee, its agents or employees indemnified and (ii) Contractor, its agents or employees with such liability limited to the extent of Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and held harmless shall not be intended as a benefit to any third party. Furtherlimited, the indemnification obligation under this Contract shall not be limited in any way way, by any limitation on the amount or type of damages, compensation compensation, or benefits payable to by or for any third party the CONTRACTOR, or its subcontractors, under workers compensation actsWorkers’ Compensation Acts, disability benefits actsDisability Benefit Acts, or other employee benefits acts. This waiver was mutually negotiated. The partial Employee Benefit Acts or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this AgreementInsurances.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall Entity shall, at its sole expense, defend, indemnify and hold the Cityharmless City and its officers, its agents, employees volunteers, and officials (hereinafter “Indemnitee”) harmless employees, from any and all claims, demandsactions, damagessuits, liability, loss, costs, attorney's fees and costs of litigation, expenses, lossesinjuries, fines, penalties and damages of any nature whatsoever relating to or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course out of the performance acts, failures to act, errors or omissions of the Work Entity, Entity's agents, subcontractors, subconsultants and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defend, indemnify and hold Indemnitee harmless shall include, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, employees to the fullest extent permitted by law, even though such claims may prove to be false, groundless, or fraudulent, subject only to the limitations provided below. Contractor’s Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of bodily injury to persons or damage to property such services caused by or resulting from: (a) from the sole negligence of Indemnitee City or (b) City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (ia) Indemnitee, its City or City’s agents or employees employees, and (iib) ContractorEntity, its agents or employees with such liability limited Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of Contractor or Contractor’s agents or employees negligencethe negligence of Entity, Entity's agents, subcontractors, subconsultants and employees. RCW 4.24.115 Contractor Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity . These indemnification obligations herein and shall not be intended as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers workers' compensation acts, disability benefits benefit acts, or other employee benefits acts. This Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with the law. The provisions of this section shall survive termination of this Agreement.