Common use of Legal Relations Clause in Contracts

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT. C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim.. DRAFT D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement. B. In the performance of this Agreementperforming work and services hereunder, the Consultant and its subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of the County in its individual any manner whatsoever. The Consultant shall not hold itself out as, nor claim to be, an officer or corporate capacities employee of the County by reason hereof and will not as make any claim, demand or application to or for any right or privilege applicable to an agent, employee, partner, joint venture officer or associate employee of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be solely responsible for all federal and state taxany claims/costs and/or losses arising from the Consultant’s failure to pay wages, industrial insurance, wagescompensation, benefits or other compensation taxes and/or pay for services, supplies and/or materials provided by or on behalf of the Consultant employees, agents and its employees. The Consultant shall not make any claim of rightrepresentatives, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT C. The Consultant shall including subconsultants, and will protect, defend, indemnify and hold the County harmless therefrom. C. To the maximum extent permitted by law, the Consultant agrees to indemnify and save harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees)attorneys fees and expenses, penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement. B. In the performance of this Agreementperforming work and services hereunder, the Consultant and its subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of the County in its individual any manner whatsoever. The Consultant shall not hold itself out as, nor claim to be, an officer or corporate capacities employee of the County by reason hereof and will not as make any claim, demand or application to or for any right or privilege applicable to an agent, employee, partner, joint venture officer or associate employee of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be solely responsible for all federal and state taxany claims/costs and/or losses arising from the Consultant’s failure to pay wages, industrial insurance, wagescompensation, benefits or other compensation taxes and/or pay for services, supplies and/or materials provided by or on behalf of the Consultant employees, agents and its employees. The Consultant shall not make any claim of rightrepresentatives, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT C. The Consultant shall including subconsultants, and will protect, defend, indemnify and hold the County harmless therefrom. C. To the maximum extent permitted by law, the Consultant agrees to indemnify and save harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees)attorneys fees and expenses, penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. writing Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially commerc ally available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state state, and local laws, regulations regulations, and ordinances applicable to the Work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture venture, or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits benefits, or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter Chapter 41.06 RCW or Title 51 RCW. DRAFT. C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.;

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter Chapter 41.06 RCW or Title 51 RCW. DRAFT C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.;

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter RCW Chapter 41.06 RCW or Title 51 RCW. DRAFT. C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement.. DRAFT E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement.. Draft B. In the performance of this Agreementperforming work and services hereunder, the Consultant and its subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of the County in its individual any manner whatsoever. The Consultant shall not hold itself out as, nor claim to be, an officer or corporate capacities employee of the County by reason hereof and will not as make any claim, demand or application to or for any right or privilege applicable to an agent, employee, partner, joint venture officer or associate employee of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be solely responsible for all federal and state taxany claims/costs and/or losses arising from the Consultant’s failure to pay wages, industrial insurance, wagescompensation, benefits or other compensation taxes and/or pay for services, supplies and/or materials provided by or on behalf of the Consultant employees, agents and its employees. The Consultant shall not make any claim of rightrepresentatives, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT C. The Consultant shall including subconsultants, and will protect, defend, indemnify and hold the County harmless therefrom. C. To the maximum extent permitted by law, the Consultant agrees to indemnify and save harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees)fees and expenses, penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement.. Draft E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement. B. In the performance of this Agreementperforming work and services hereunder, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its subconsultants, employees, agents and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of the County in any manner whatsoever. The Consultant shall not make any hold itself out as, nor claim of rightto be, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFTan C. The To the maximum extent permitted by law, the Consultant shall agrees to indemnify and hold save harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees)attorneys fees and expenses, penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County.party F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.

Legal Relations. A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state state, and local laws, regulations regulations, and ordinances applicable to the Work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture venture, or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits benefits, or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter Chapter 41.06 RCW or Title 51 RCW. DRAFT. C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement.. DRAFT E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify indemnify, or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third third-party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Sectionsection, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment abandonment, or termination of this Agreement.

Legal Relations. DRAFT A. The Consultant shall comply, and shall ensure its subconsultants comply, with all the terms of this Agreement and all federal, state and local laws, regulations and ordinances applicable to the Work work and services to be performed under this Agreement. B. In the performance of this Agreement, the Consultant shall be acting in its individual or corporate capacities and not as an agent, employee, partner, joint venture or associate of the County. The Parties intend that an independent contractor relationship shall be created by this Agreement. The Consultant shall be responsible for all federal and state tax, industrial insurance, wages, benefits or other compensation by or on behalf of the Consultant and its employees. The Consultant shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. DRAFT. C. The Consultant shall indemnify and hold harmless King County, its officers, officials, agents, agents and employees from and against any and all suits, claims, actions, losses, costs, expenses (including reasonable attorney’s fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to a breach of contractual obligation(s) under this Agreement and/or the negligent act or omission, strict liability, or willful misconduct by or on behalf of the Consultant, except to the extent caused by the negligence, strict liability, or willful misconduct of the County. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement. The Consultant’s indemnity obligation as described herein includes an obligation to (a) satisfy any judgment or other final decision of a court or other tribunal; (b) pay any reasonable settlement negotiated by the County with respect to claims that are within the scope of the indemnity obligation; and (c) pay all claims against the County by an employee or former employee of the Consultant or its subconsultants, and for this purpose, by mutual negotiation, the Consultant expressly waives, as respects the County only, all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. D. The Consultant further agrees to defend all claims against King County and its officers, agents, and employees which, if proven, could result in the liability of King County, its officers, agents, or employees for loss or damage caused by a breach of contractual obligation(s) under this Agreement, and/or the negligent act or omission, by or on behalf of the Consultant; provided, however, the Consultant's duty to defend shall not apply to allegations of loss or damage to the extent caused by the negligence, strict liability, or willful misconduct of King County. The Consultant’s obligation to defend shall include timely payment of all reasonable attorney fees, costs and expenses incurred in the defense of such claims. For purposes of this Agreement, a breach of contractual obligation(s) shall mean a failure, without legal excuse, to perform any promise which forms the whole or part of the Agreement.. DRAFT E. Consultant warrants that any design, process, or product, which the Consultant provides or recommends for use for this project hereunder, shall not infringe on or violate any patent, copyright or other intellectual property right held by others. To the fullest extent permitted by law, the Consultant shall defend, indemnify and save harmless King County, its officers agents and employees from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, experts, witnesses, and other consultants) by whomsoever brought or alleged, for such infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes, or products of a particular manufacturer expressly required by the County in writing. Provided however, Consultant shall not be required to defend, indemnify or hold the County harmless if the Consultant incorporates third party commercially available standard products into its design and a third party manufacturer alleges that commercially available standard product violates a patent. If the Consultant has reason to believe the use of a required design, product or process is an infringement of a patent, copyright, or other intellectual property right, the Consultant shall be responsible for such loss unless such information is promptly given to the County. F. In the event of litigation between the parties to enforce the rights under this Section, reasonable attorney fees and expenses shall be allowed to the prevailing party. G. The Consultant shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to lost profits and lost business opportunities. H. The County's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. I. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement.