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. A. The Contractor assumes responsibility for and shall defendindemnify, indemnify defend and hold the City, its elected officials, agents, officers and/or employees and officials (hereinafter “Indemnitee”) volunteers harmless from and against any and all claims, demands, damages, expensesliabilities, losses, finescosts, penalties damages or liabilities, expenses of any nature whatsoever (including loss of use, all costs and attorneys’ fees) to or by third parties arising from, resulting in any manner directly or indirectly from or connected with the work and services performed or in to be performed under this Contract by the course of the performance of the Work and the obligations hereinContractor and/or its directors, including without limitation claims of officers, agents, employees, consultants, and/or 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, law and subject only to the limitations provided below. . B. The Contractor’s duty to indemnify the City 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 City or (b) its elected officials, agents, officers and/or employees. C. The Contractor’s duty to indemnify the City for liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of (ia) Indemniteethe City and/or its elected officials, its agents or employees agents, officers and/or employees, and (iib) Contractorthe Contractor and/or its directors, its agents or employees with such liability limited officers, agents, employees, consultants, and/or subcontractors, shall apply only to the extent of negligence of Contractor and/or its directors, officers, agents, employees, consultants, and/or subcontractors. D. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor’s agents or employees liability hereunder shall be only to the extent of the Contractor’s negligence. RCW 4.24.115 Contractor It is further specifically and expressly waives any understood that the indemnification provided herein constitutes the Contractor's waiver of immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance ActInsurance, Title 51 RCW; provided that such , solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. E. Nothing contained in this section or Contract shall be expressly limited construed to Contractor’s indemnity obligations herein and shall not be intended as create a benefit to liability or a right of indemnification by 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. . F. The provisions of this section shall survive the expiration or termination of this AgreementContract with respect to any event occurring prior to such expiration or termination.

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, 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 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 A. Consistent with Utah Code, the Requesting Agency shall defend, indemnify and hold save harmless the City, its agentsAssisting Agency and the officers, employees and officials (hereinafter “Indemnitee”) representatives of the Assisting Agency, if they are acting within the course and scope of their duties, from all claims, suits, actions, damages and costs of every kind, including but not limited to reasonable attorney’s fees and court costs, arising or resulting from the performance or provision of services and materials by the Assisting Agency under this Agreement unless there is a determination that such claims are the result of negligence of the Assisting Agency or the officers, employees or representatives of the Assisting Agency. This Agreement shall not be construed to be a waiver of any rights or protections provided to any Participating Agency under the Governmental Immunity Act of Utah. B. The Assisting Agency shall hold harmless from and indemnify the Requesting Agency and the officers, employees and representatives of the Requesting Agency against any liability for any and all claims, demands, damages, expenses, losses, fines, penalties claims arising from any damages or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course injuries caused by negligence of the performance Assisting Agency or the officers, employees or representatives 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 Assisting Agency except to the extent of Contractor the negligence of the Requesting Agency or Contractor’s agents the officers, employees or employees negligencerepresentatives of the Requesting Agency. 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 This agreement shall not be intended as construed to be a benefit waiver of any rights or protections provided to any third party. FurtherParticipating Agency under the Governmental Immunity Act of Utah. C. Subject to the foregoing, the indemnification obligation under nothing in this Contract Agreement shall not be limited construed as an agreement by a Participating Agency to indemnify or hold harmless, or in any way assume liability, if there is a determination that any personal injury, death or property loss or damage was caused 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 negligence of any other provision. If Participating Agency or person. D. Nothing herein shall be construed to waive any provision is invalid, in whole or in part, the balance of the provisions privileges and immunities associated with public works services or other related services, including e m e r g e n c y o r o t h e r services of any of the Participating Agencies. No party waives any defenses or immunity available under the Utah Governmental Immunity Act, nor does any party waive any limits of liability currently provided by the Act. E. Each Participating Agency shall be considered reformed to reflect the intent of solely responsible for providing workers compensation, insurance, and benefits for its own personnel who provide assistance under this Agreement unless the parties otherwise agree. Each Participating Agency shall provide insurance or shall self-insure to cover the greatest extent possible consistent with the law. The provisions negligent acts and omissions of this section shall survive termination of its own personnel rendering services under this 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. A. The Contractor assumes responsibility for and shall defendindemnify, indemnify defend and hold the City, its elected officials, agents, officers and/or employees and officials (hereinafter “Indemnitee”) volunteers harmless from and against any and all claims, demands, damages, expensesliabilities, losses, finescosts, penalties damages or liabilities, expenses of any nature whatsoever (including loss of use, all costs and attorneys’ fees) to or by third parties arising from, resulting in any manner directly or indirectly from or connected with the work and services performed or in to be performed under this Contract by the course of the performance of the Work and the obligations hereinContractor and/or its directors, including without limitation claims of officers, agents, employees, consultants, and/or 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, law and subject only to the limitations provided below. . B. The Contractor’s duty to indemnify the City shall not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from: from the sole negligence of the City or its elected officials, agents, officers and/or employees. C. The Contractor’s duty to indemnify the City 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 or City and/or its elected officials, agents, officers and/or employees, and (b) the concurrent negligence of (i) IndemniteeContractor and/or its directors, its agents or employees and (ii) Contractorofficers, its agents or employees with such liability limited agents, employees, consultants, and/or subcontractors, shall apply only to the extent of negligence of Contractor and/or its directors, officers, agents, employees, consultants, and/or subcontractors. D. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor’s agents or employees liability hereunder shall be only to the extent of the Contractor’s negligence. RCW 4.24.115 Contractor It is further specifically and expressly waives any understood that the indemnification provided herein constitutes the Contractor's waiver of immunity that may be granted it under the worker’s compensation laws under the Washington State Industrial Insurance ActInsurance, Title 51 RCW; provided that such , solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. E. Nothing contained in this section or Contract shall be expressly limited construed to Contractor’s indemnity obligations herein and shall not be intended as create a benefit to liability or a right of indemnification by 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. . F. The provisions of this section shall survive the expiration or termination of this AgreementContract with respect to any event occurring prior to such expiration or termination.

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, 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 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). LEA 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 Member District(s) shall have the right in their sole discretion to select counsel if it’s 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 XXX Xxxxxxxxxxx). 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 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 or damage to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) the concurrent negligence of (i) Indemniteeinspect, its agents or employees and (ii) Contractorreview, 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 actsmonitor, 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 supervise 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 work performed by VENDOR pursuant 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 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. 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 include all fees (of attorneys and experts), and costs and expenses incurred in good faith. In addition, SHA shall be entitled to recover compensation for all of its in-house expenses (including materials and labor) consumed in its defense. 17.2 Contractor hereby agrees to require all its subcontractors or anyone acting under its direction or control or on its behalf in connection with or incidental to the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance performance of the provisions shall be considered reformed Contract to reflect the intent of the parties execute an indemnity Clause identical to the greatest extent possible consistent with preceding Clause, specifically naming the law. The provisions Spokane Housing Authority dba SHA as indemnitee and failure to do so shall constitute a material breach of this section shall survive termination Contract by the Contractor. Contractor must get approval from SHA for a departure of this Agreementcompliance as warranted in bid and contract documents, i.e. use of a subcontractor not previously approved.

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. Contractor assumes responsibility 9.1 In consideration for the partially royalty-free grant of this licence, ATARI Interactive shall have no obligation to indemnify or hold Licensee harmless from and against, and shall defendnot be responsible or liable for, any claims, liabilities, damages, losses, costs, attorneys fees, etc., with respect to any of the rights granted herein, action, inaction or activities by Licensee, its sublicensees, and/or one or more third parties concerning, either directly or indirectly, the subject matter of this Agreement. 9.2 Licensee shall be solely responsible and liable for, with no liability or responsibility on the part of ATARI Interactive or any third party engaged by ATARI Interactive, and shall indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) ATARI Interactive harmless from and against any and all claims, demands, liabilities, damages, losses, costs, expenses, lossesreasonable counsel fees and settlements, fineswhich ATARI Interactive or its officers, penalties directors, employees, agents, attorneys, affiliates, etc. may sustain: (a) Arising from any and all unauthorized action, inaction, activities, products or liabilitiesservices, 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 includeincluding, but is not be limited to, Indemnitee’s personnel-related coststhe Products provided by Licensee, 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, its sublicensees 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 third parties; (b) Resulting from any breach or default in the concurrent negligence performance or observance of any of the covenants or obligations of Licensee hereunder or of Licensee's sublicensees under the applicable sublicense agreements; (ic) Indemnitee, Arising from any of Licensee's or its agents sublicensees' obligations or employees and liabilities; or (iid) Contractor, its agents or employees with such liability limited Arising from any product liabilities relating 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 Products. 9.3 The Parties further agree that, in the worker’s compensation laws under the Washington State Industrial Insurance Act, Title 51 RCW; provided that such waiver shall be expressly limited event Licensor is held liable 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 Licensee for any third party under workers compensation acts, disability benefits acts, reason whatsoever but has counter-claimed against the prior owner 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 transferror 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 AgreementTrademarks, Licensee will refrain from seeking indemnification from Licensor until Licensor's counter-claimed is definitely adjudicated or settled.

Indemnification and Hold Harmless. Contractor assumes responsibility for and shall (a) To the fullest extent allowed by law, XXX agrees to defend, indemnify indemnify, and hold the Cityharmless SBCSELPA and its Board Members, its administrators, employees, agents, employees attorneys, volunteers, and officials subcontractors (hereinafter “IndemniteeSBCSELPA Indemnitees”) harmless from against any and all claims, demandslawsuits, damagesactions, expensesadministrative or special proceedings, losseswhether judicial or administrative in nature, finesto include any loss, penalties liability, or liabilitiesexpense, including loss reasonable attorney's fees and costs of usedefense, arising fromas a result of SBCSELPA’s obligations under this Agreement ("Claims"). (b) XXX’s duty and obligation to defend shall arise immediately upon tender of a request to defend a due process hearing complaint under the Individuals with Disabilities in Education Act or Section 504, resulting in or any manner directly related lawsuit naming the SBCSELPA. The duty to indemnify and defend shall include any and all obligations including liabilities or indirectly from or connected with or debts incurred by the SBCSELPA as a result of the LEA’s negligence which results in the course SBCSELPA incurring any loss including but not limited to as a result of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractorany administrative proceeding or civil action. (c) XXX’s obligation to defend, indemnify 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 SBCSELPA per this Agreement shall not apply to liability for damages arising out of bodily injury to persons or damage to property if it is ultimately adjudicated that any Claim was proximately caused by the negligent, intentional or resulting from: (a) the sole negligence willful act or omission of Indemnitee or (b) the concurrent negligence of (i) IndemniteeSBCSELPA, including, without limit, its agents agents, employees, subcontractors or employees anyone employed directly or indirectly by it (excluding LEA Board Members, administrators, employees, agents, attorneys, volunteers, and (ii) Contractorsubcontractors). The defense and indemnification obligations of this Agreement are to be undertaken in addition to, 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 be limited by, the amount insurance obligations contained in this Agreement; and, shall survive the termination 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 completion of this Section shall not affect Agreement for the validity or continuing force and effect full period 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 time allowed by 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 and shall defend, A. Consistent with Utah Code the Requesting Utility agrees to indemnify and hold save harmless the City, its agentsAssisting Utility and the officers, employees and officials (hereinafter “Indemnitee”) representatives of the Assisting Utility, if they are acting within the course and scope of their duties, from all claims, suits actions, damages and costs of every kind, including but not limited to reasonable attorney’s fees and court costs arising or resulting from the performance or provision of services and materials by the Assisting Utility under this Agreement unless there is a determination that such claims are the result of negligence of the Assisting Utility or the officers, employees or representatives of the Assisting Utility. B. The Assisting Utility shall hold harmless from and indemnify the Requesting Utility and the officers, employees and representatives of the Requesting Utility against any liability for any and all claims, demands, damages, expenses, losses, fines, penalties claims arising from any damages or liabilities, including loss of use, arising from, resulting in any manner directly or indirectly from or connected with or in the course injuries caused by negligence of the performance Assisting Utility or the officers, employees or representatives 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 Assisting Utility except to the extent of Contractor the negligence of the Requesting Utility or Contractor’s agents the officers, employees or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that may be granted it under representatives of the worker’s compensation laws under Requesting Utility. C. Subject to the Washington State Industrial Insurance Actforegoing, Title 51 RCW; provided that such waiver nothing in this Agreement shall be expressly limited construed as an Agreement by a Participating Utility to Contractor’s indemnity obligations herein and shall not be intended as a benefit to any third party. Furtherindemnify or hold harmless, the indemnification obligation under this Contract shall not be limited or in any way assume liability if there is a determination that any personal injury, death or property loss or damage caused 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 negligence of any other provision. If Participating Utility or person. D. Nothing herein shall be construed to waive any provision is invalid, in whole or in part, the balance of the provisions privileges and immunities associated with utility services or other related services, including emergency services, or of any other nature of any of the Participating Utilities. No party waives any defenses or immunity available under the Utah Governmental ImmunityAct , nor does any party waive any limits of liability currently provided by the Act. E. Each Participating Utility shall be considered reformed to reflect the intent of solely responsible for providing workers compensation and benefits for its own personnel who provide assistance under this Agreement unless the parties otherwise agree. Each Participating Utility shall provide insurance or shall self insure to cover the greatest extent possible consistent with the law. The provisions negligent acts and omissions of this section shall survive termination of its own personnel rendering services under this Agreement.

Indemnification and Hold Harmless. a. The Contractor assumes responsibility shall be responsible for and shall indemnify, defend, indemnify and hold the City, its agents, employees and officials (hereinafter “Indemnitee”) DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, expensesjudgments, losses, or fines, penalties of whatsoever kind or liabilitiesnature for: (i) any claim by a third party that the Services or any other deliverables or materials furnished by Contractor, or that the use thereof, infringes, misappropriates or violates such third party’s Intellectual Property Rights pursuant to Section 31; (ii) any breach of Contractor’s obligations of confidentiality or data security under this Agreement, including loss Section 6 (Confidentiality), the HIPAA Section, Exhibit A (Data Security Requirements), Exhibit B (Federal Tax Information Security Requirements), and Exhibit C (Statement of useWork); (iii) claims related to employment or employment related benefits made by Subcontractors or employees of Contractor;(iv) any willful misconduct or reckless act or omission of Contractor; or (v) bodily injury, arising fromdeath or physical damage to real or tangible personal property, resulting in each case under (v) to the extent directly and proximately caused by the negligence or intentional misconduct of the Contractor or any manner directly or indirectly from or connected with or Subcontractor while engaged in the course of the performance of the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Services. b. The Contractor’s obligation duty to indemnify, defend, indemnify and hold Indemnitee DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines shall include, but is not be limited to, Indemnitee’s include DSHS’ personnel-related costs, attorney and expert reasonable attorney’s 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, . c. The Contractor waives its agents or employees and (ii) Contractor, its agents or employees with such liability limited immunity under Title 51 RCW to the extent of Contractor it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, 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 employees. d. Nothing in this term shall be expressly limited to Contractor’s indemnity obligations herein and shall not be intended construed as a benefit to any third party. Further, the indemnification obligation under this Contract shall not be limited in any way by any modification or limitation on the amount Contractor’s obligation to procure insurance in accordance with this Contract or type the scope 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 Agreementsaid insurance.

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 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 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 the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years. 6.2 Subject to Purchaser’s limitations on liability for damages and related damages, costs, and attorney fees, as set forth in Attachment F which shall control in the event of a conflict with this Agreement, Purchaser and each Participating Agency agrees that it shall indemnify, defend and hold harmless Vendor, its respective owners, directors, employees and agents (collectively, the “Vendor Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including without limitation reasonable attorney’s fees), suffered directly or indirectly by any of the Vendor Indemnitees to the extent of, or 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 of, (i) Indemniteeany breach of any covenant, its agents representation or employees warranty made by Purchaser and each Participating Agency in this Agreement, (ii) Contractorany failure by Purchaser and each Participating Agency to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Purchaser and each Participating Agency, any subcontractor of Purchaser and each Participating Agency, or any of their respective employees or agents, (iv) any failure of Purchaser and each Participating Agency, its agents subcontractors, or their respective employees to comply with such liability limited any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the extent obligations of Contractor Purchaser and each Participating Agency under this Agreement or ContractorPurchaser and each Participating Agency’s agents performance under this Agreement, or employees negligence. RCW 4.24.115 Contractor specifically (vi) any claim alleging that designs or materials furnished by Purchaser 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 each Participating Agency o Vendor infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. FurtherSuch obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the indemnification obligation breach of this Agreement by, or negligence or willful misconduct of, Vendor or its owners, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Purchaser and each Participating Agency 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 SERVICE PROVIDER shall defendindemnify, indemnify defend and hold the CityFUND, its agentsCommissioners, employees appointed officials and officials (hereinafter “Indemnitee”) member municipalities harmless from any and all claims, demands, damages, expenses, losses, fines, penalties claims 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 liabilities arising out of bodily injury to persons or damage to property caused by or resulting from: (a) the sole negligence activities of Indemnitee or (b) the concurrent negligence of (i) IndemniteeSERVICE PROVIDER, its agents or employees and (ii) Contractoragents in connection with all activities undertaken by the SERVICE PROVIDER, its agents or employees with such liability limited pursuant to this Agreement. It is 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 intention of the parties that any claim for relief of any type being asserted against the FUND, its Commissioners, appointed officials and member municipalities, based upon any act or omission of the SERVICE PROVIDER, its affiliates and successors, shall be the responsibility of the SERVICE PROVIDER, and the SERVICE PROVIDER shall hold the FUND harmless from same. Workers' Compensation: Statutory plus $100,000/$500,000/$100,000 for employers' liability: General Liability: $1,000,000/$2,000,000 CSL for bodily injury, property damage, and personal injury: Automobile Liability: $1,000,000 CSL covering all owned/non-owned, and hired automobiles: Professional Liability Insurance: $1,000,000/ $1,000,000 aggregate: Bond: If required by the by-laws or pursuant to NJAC 11:15-2 et seq., The SERVICE PROVIDER shall be bonded in a form and amount acceptable to the greatest extent possible consistent with FUND’s governing body Failure by the lawSERVICE PROVIDER to supply written evidence of these coverages shall result in default. It is required that, wherever possible, the FUND be named as an "additional named insured" on any certificate of insurance The provisions insurance companies for the above coverages must be licensed, solvent and acceptable to the FUND. SERVICE PROVIDER shall not take any action to cancel or materially change any of the above insurance required under this Agreement without FUND approval. Maintenance of insurance under this section shall survive termination not relieve SERVICE PROVIDER of any liability greater than the insurance coverage. Reporting Act. N.J.S.A. 19:44A-1 et seq. shall be a material term and condition of this Agreement.contract and shall be binding upon the parties hereto upon execution of this Contract. The following provision only applies to the SERVICE PROVIDER if the appointment was not made pursuant to a fair and open process in accordance with N.J.S.A. 19:44A-

Indemnification and Hold Harmless. Contractor assumes responsibility for (a) Lessee shall include in any of its agreements with its contractors, subcontractors, agents and affiliates performing any work in the Corridors that such contractors, subcontractors, agents and affiliates shall defendindemnify, indemnify save, and hold harmless Lessor and the CityState of Colorado, its employees and agents, employees and officials (hereinafter “Indemnitee”) harmless from against any and all claims, demandsdamages, damagesliability and court awards including costs, 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 attorney fees 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 feesincurred as a result of any act or omission by its employees, court costsagents, and all other claim-related expenses, or assignees pursuant to the fullest terms of this Lease Agreement except to the extent permitted caused by lawthe negligence or willful misconduct of Lessor or the State of Colorado, even though such claims may prove to be false, groundlessits employees and agents, or fraudulentany third-party user; however, subject only to the limitations provided below. Contractor’s duty to indemnify provisions hereof shall not apply be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS 24- 10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. Failure by Lessee to liability for damages arising out include in any of bodily injury its agreements with its contractors, subcontractors, agents and affiliates performing any work in the Corridors the requirement to persons or damage comply with this same Section 15 (INDEMNIFICATION AND HOLD HARMLESS) in its entirety shall impute to property caused by or resulting from: Lessee the responsibility to perform this same Section 15 (aINDEMNIFICATION AND HOLD HARMLESS) the sole negligence of Indemnitee or in its entirety. (b) the concurrent negligence of (i) IndemniteeNOTWITHSTANDING ANYTHING CONTRARY IN THE AGREEMENT INCLUDING LESSEE’S INDEMNIFICATION AND INSURANCE OBLIGATIONS, its agents or employees and (ii) ContractorIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, 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 ActSPECIAL, 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. FurtherINCIDENTAL, the indemnification obligation under this Contract shall not be limited in any way by any limitation on the amount or type of damagesPUNITIVE, compensation or benefits payable to or for any third party under workers compensation actsEXEMPLARY, disability benefits actsOR CONSEQUENTIAL DAMAGES, 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 invalidINCLUDING, in whole or in partWITHOUT LIMITATION, 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 AgreementTHOSE BASED ON LOSS OF REVENUES, PROFITS, OR BUSINESS OPPORTUNITIES, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES, OR SERVICES, OR DOWN TIME COST.

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.

Indemnification and Hold Harmless. Contractor assumes responsibility for and A. Except as expressly provided herein, no liability shall attach to the City by reason of entering into this Agreement. B. The CONTRACTOR shall at all times indemnify, defend, indemnify save and hold harmless the City, its agentsofficers, employees officials, employees, volunteers and officials (hereinafter “Indemnitee”) harmless other authorized agents from and against any and all claims, demands, suit, damages, expensesattorneys’ fees, fines, losses, finespenalties, penalties defense costs or liabilities, including loss of use, liabilities suffered by the City arising from, resulting in any manner directly or indirectly from Contractor’s performance under this Contract, including but not limited to, any act, breach, omission, negligence, recklessness or connected with misconduct of Contractor and/or any of its agents, officers, or employees hereunder, including any inaccuracy in or breach of any of the course of representations, warranties or covenants made by the Contractor, its agents, officers and/or employees, in the performance of the Work and the obligations hereinservices of this contract. Contractor agrees to investigate, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to defendhandle, indemnify and hold Indemnitee harmless shall include, but is not be limited respond to, Indemnitee’s personnel-related costs, attorney and expert fees, court costsprovide defense for, and defend any such claims at its sole expense and to bear all other claim-costs and expenses related expenses, to the fullest extent permitted by lawthereto, even though such claims may prove to be false, if the claim(s) is/are groundless, false 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 To the extent of considered necessary by City, any sums due Contractor or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives any immunity that hereunder may be granted it under the workerretained by City until all of City’s compensation laws under the Washington State Industrial Insurance Actclaims for indemnification hereunder have been settled or otherwise resolved, Title 51 RCW; provided that such waiver shall be expressly limited to Contractor’s indemnity obligations herein and any amount withheld shall not be intended as a benefit subject to any third partypayment of interest by City. C. The CONTRACTOR acknowledges and agrees that City would not enter into this Agreement without Contractor’s indemnification of the City. Further, The parties agree that one percent (1%) of the total compensation paid to Contractor hereunder shall constitute specific consideration to Contractor for the indemnification obligation provided 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 Article and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the these 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 expiration or early termination of this Agreement. D. Nothing herein shall be construed to hold the CONTRACTOR liable for the negligence of the CITY. E. This indemnification and hold harmless agreement shall survive the termination or expiration of this Contract. F. Nothing in this Agreement shall constitute a waiver by the City of its sovereign immunity limits as set forth in section 768.28, Florida Statutes. Nothing herein shall be construed as consent from either party to be sued by third parties.

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. A. The Contractor assumes responsibility for and shall protect, defend, indemnify indemnify, and hold the harmless City, its elected officials, officers, agents, employees and officials (hereinafter “Indemnitee”) harmless employees, from any and all third‐party claims, demands, damagessuits, expensespenalties, losses, finesdamages, penalties judgments, or liabilities, including loss costs of useany kind whatsoever (hereinafter “claims”), arising from, resulting in any manner directly or indirectly from or connected with or in the course out of the performance of this Contract in whole or in part by or in any way resulting from the Work and the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation officers’, employees’, agents’, and/or subcontractors of all tiers’, acts or omissions in performance of this Contract. However, should a court of competent jurisdiction determine that this Agreement is subject to defendRCW 4.24.115, indemnify and hold Indemnitee harmless shall includethen, but is not be limited to, Indemnitee’s personnel-related costs, attorney and expert fees, court costs, and all other claim-related expenses, to in 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 event of liability for damages arising out of bodily injury to persons or damage damages to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) from the concurrent negligence of (i) Indemniteethe Contractor and the City, its agents or employees officers, officials, employees, and (ii) volunteers, the Contractor, its agents or employees with such ’s liability limited hereunder shall be only to the extent of Contractor or the 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 7.1 shall survive the expiration or termination of this Agreement. B. The Contractor’s obligations under this section shall include, but not be limited to: i. The duty to promptly accept tender of defense and provide defense to City at the Contractor’s own expense. ii. The duty to indemnify and defend City, its elected officials, officers, agents and employees, from any such claims, demands, and/or causes of action brought by or on behalf of any of its employees, or agents. The foregoing duty is specifically and expressly intended to constitute a waiver of the Contractor’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects City with a full and complete indemnity and defense of claims made by the Contractor’s employees. The parties acknowledge that these provisions were mutually negotiated upon by them. iii. To the maximum extent permitted by law, the Contractor shall indemnify and defend City, its elected officials, officers, agents and employees, from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the work or which shall occur to any person or persons or property whatsoever arising out of the performance of this Contract, whether or not such injury or damage is caused by negligence or alleged negligence of the Contractor or caused by the inherent nature of the work specified. C. City may, in its sole discretion withhold amounts sufficient to pay the amount of any claim for injury until one of the conditions set forth in subsection D below has been met. D. Any amount withheld will be held until the Contractor secures a written release from the claimant, obtains a court decision that such claim is without merit, or satisfies any judgment on such claim. In addition, the Contractor shall reimburse and otherwise be liable for any actual claims costs incurred by City, including, without limitation, costs for claims adjusting services, attorneys, engineering, and administration. E. In the event City incurs any judgment, award, and/or costs arising therefrom, including attorneys’ fees, to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. F. This provision has been mutually negotiated by the City and the Contractor.

Indemnification and Hold Harmless. 9.1. The Contractor assumes responsibility for and shall defendhold harmless, indemnify and hold defend the CityCounty, its agentsofficers, officials, employees and officials (hereinafter “Indemnitee”) harmless agents, from and against any and all claims, demandsactions, suits, liability, loss, expenses, damages, expenses, losses, fines, penalties or liabilitiesand judgments of any nature whatsoever, including loss of usereasonable costs and attorneys’ fees in defense thereof, arising fromfor injury, resulting in any manner directly sickness, disability 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 death to persons or damage to property or business, caused by or resulting from: (a) arising out of the Contractor’s acts, errors or omissions in the performance of this Agreement. Provided however, that the Contractor’s obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of Indemnitee the County, its officers, officials, employees or (b) agents. Provided further, that in the event of the concurrent negligence of (i) Indemniteethe parties, its agents or employees and (ii) the Contractor’s obligations hereunder shall apply only to the percentage of fault attributable to the Contractor, its employees or agents. 9.2. In any and all claims against the County, its officers, officials, employees and agents by any employee of the Contractor, anyone directly or employees with such liability limited to the extent indirectly employed by any of Contractor them, or Contractor’s agents or employees negligence. RCW 4.24.115 Contractor specifically and expressly waives anyone for whose acts any immunity that of them 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. Furtherliable, the indemnification obligation under this Contract Section shall not be limited in any 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 subcontractor under workers compensation Worker's Compensation acts, disability benefits benefit acts, or other employee benefits benefit acts, it being clearly agreed and understood by the parties hereto that the Contractor expressly waives any immunity the Contractor might have had under Title 51 RCW. This By executing the Agreement, the Contractor acknowledges that the parties have mutually negotiated the foregoing waiver was mutually negotiated. The partial or complete invalidity of any one or more and that the provisions of this Section shall be incorporated, as relevant, into any contract the Contractor makes with any subcontractor or agent performing work hereunder. 9.3. The Contractor’s obligations hereunder shall include, but are not affect the validity limited to, investigating, adjusting and defending all claims alleging loss from action, error or continuing force and effect omission, or breach of any common law, statutory or other provision. If any provision is invalid, in whole or in partdelegated duty by the Contractor, 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 AgreementContractor’s employees, agents or subcontractors.

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 a. Each Principal shall defend, indemnify and hold the Cityother Principals, its agentstheir officers, employees officials, employees, agents and officials (hereinafter “Indemnitee”) volunteers harmless from any and all claims, demandsinjuries, damages, expenses, losses, fines, penalties losses or liabilities, suits including loss of useattorney fees, arising from, resulting out of that Principal’s acts or omissions in any manner directly or indirectly from or connected connection with or in the course of the performance of its obligations under this Agreement, except to the Work and extent the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to injuries or damages are caused by another Principal. b. Each Principal shall defend, indemnify and hold Indemnitee EPSCA and its officers, officials, employees and volunteers harmless shall includefrom any and all claims, but is not be limited toinjuries, Indemnitee’s personnel-related costsdamages, losses or suits including attorney and expert fees, court costsarising out of that Principal’s acts or omissions in connection with the performance of its obligations under this Agreement, and all other claim-related expenses, except to the fullest extent permitted the injuries and damages are caused by lawEPSCA. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, even though such claims may prove to be falsethen, groundless, or fraudulent, subject only to in the limitations provided below. Contractor’s duty to indemnify shall not apply to event of liability for damages arising out of bodily injury to persons or damage damages to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) from the concurrent negligence of (i) Indemniteea party hereto and EPSCA, its agents or employees officers, officials, employees, and (ii) Contractorvolunteers, its agents or employees with such the party’s liability limited hereunder shall be only to the extent of Contractor or Contractorthe party’s agents or employees negligence. RCW 4.24.115 Contractor It is further specifically and expressly waives any understood that the indemnification provided in this Section constitutes the party’s waiver of 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, solely for the indemnification obligation under purpose of 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 actsindemnification. This waiver was has been mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect negotiated by 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 lawparties. The provisions of this section shall survive the expiration or termination of this Agreement. d. Each party shall give the other parties proper notice of any claim or suit coming within the purview of these indemnities. The indemnitor will assume the defense of any claim, demand or action against such indemnitees and will, upon the request of the indemnitees, allow the indemnitees to participate in the defense thereof, such participation to be at the expense of the indemnitees. The indemnitees will in any case cooperate fully with the indemnitor in the defense and will, at their expense, provide all relevant documents, witnesses and other assistance within their possession or control upon the reasonable request of the indemnitor. Settlement by the indemnitees without the indemnitor’s prior written consent shall release the indemnitor from the indemnity as to the claim, demand or action so settled. Termination of this Agreement, a Principal’s withdrawal from EPSCA, or a Principal’s conversion to Subscriber status (collectively DocuSign Envelope ID: 82FA5247-4D69-49D7-90CA-B1A2052D64A0 for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination.

Indemnification and Hold Harmless. Contractor assumes responsibility for and a. Each Principal shall defend, indemnify and hold the Cityother Principals, its agentstheir officers, employees officials, employees, agents and officials (hereinafter “Indemnitee”) volunteers harmless from any and all claims, demandsinjuries, damages, expenses, losses, fines, penalties losses or liabilities, suits including loss of useattorney fees, arising from, resulting out of that Principal’s acts or omissions in any manner directly or indirectly from or connected connection with or in the course of the performance of its obligations under this Agreement, except to the Work and extent the obligations herein, including without limitation claims of subcontractors and suppliers contracting with Contractor. Contractor’s obligation to injuries or damages are caused by another Principal. b. Each Principal shall defend, indemnify and hold Indemnitee EPSCA and its officers, officials, employees and volunteers harmless shall includefrom any and all claims, but is not be limited toinjuries, Indemnitee’s personnel-related costsdamages, losses or suits including attorney and expert fees, court costsarising out of that Principal’s acts or omissions in connection with the performance of its obligations under this Agreement, and all other claim-related expenses, except to the fullest extent permitted the injuries and damages are caused by lawEPSCA. c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, even though such claims may prove to be falsethen, groundless, or fraudulent, subject only to in the limitations provided below. Contractor’s duty to indemnify shall not apply to event of liability for damages arising out of bodily injury to persons or damage damages to property caused by or resulting from: (a) the sole negligence of Indemnitee or (b) from the concurrent negligence of (i) Indemniteea party hereto and EPSCA, its agents or employees officers, officials, employees, and (ii) Contractorvolunteers, its agents or employees with such the party’s liability limited hereunder shall be only to the extent of Contractor or Contractorthe party’s agents or employees negligence. RCW 4.24.115 Contractor It is further specifically and expressly waives any understood that the indemnification provided in this Section constitutes the party’s waiver of 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, solely for the indemnification obligation under purpose of 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 actsindemnification. This waiver was has been mutually negotiated. The partial or complete invalidity of any one or more provisions of this Section shall not affect negotiated by 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 lawparties. The provisions of this section shall survive the expiration or termination of this Agreement. d. Each party shall give the other parties proper notice of any claim or suit coming within the purview of these indemnities. The indemnitor will assume the defense of any claim, demand or action against such indemnitees and will, upon the request of the indemnitees, allow the indemnitees to participate in the defense thereof, such participation to be at the expense of the indemnitees. The indemnitees will in any case cooperate fully with the indemnitor in the defense and will, at their expense, provide all relevant documents, witnesses and other assistance within their possession or control upon the reasonable request of the indemnitor. Settlement by the indemnitees without the indemnitor’s prior written consent shall release the indemnitor from the indemnity as to the claim, demand or action so settled. Termination of this Agreement, a Principal’s withdrawal from EPSCA, or a Principal’s conversion to Subscriber status (collectively for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination.

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 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.