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The County makes no commitment to support the services contracted for herein and
<br /> assumes no obligation for future support of the activity contracted herein except as expressly
<br /> set forth in this Agreement.
<br /> XXII. HOLD HARMLESS AND INDEMNIFICATION
<br /> A. In providing services under this Agreement, the Subrecipient is an independent
<br /> contractor and neither it, nor its officers, agents or employees are employees of the
<br /> County for any purpose. The Subrecipient shall be responsible for all federal and/or
<br /> state tax, industrial insurance, and Social Security liability that may result from the
<br /> performance of and compensation for these services and shall make no claim of career
<br /> service or civil service rights which may accrue to a County employee under state or
<br /> local law.
<br /> The County assumes no responsibility for the payment of any compensation, wages,
<br /> benefits, or taxes, by, or on behalf of the Subrecipient, its employees, and/or others by
<br /> reason of this Agreement.The Subrecipient shall protect, indemnify, and save harmless
<br /> the County, its officers, agents, and employees from and against any and all claims,
<br /> costs, and/or losses whatsoever occurring or resulting from (1)the Subrecipient's
<br /> failure to pay any such compensation, wages, benefits, or taxes, and/or(2)the
<br /> supplying to the Subrecipient of work, services, materials, or supplies by Subrecipient
<br /> employees or other suppliers in connection with or support of the performance of this
<br /> Agreement.
<br /> B. The Subrecipient further agrees that it is financially responsible for and shall repay the
<br /> County all indicated amounts following an audit exception that occurs due to the
<br /> negligence, intentional act, and/or failure, for any reason,to comply with the terms of
<br /> this Agreement by the Subrecipient, its officers, employees, agents and/or
<br /> • representatives.This duty to repay the County shall not be diminished or extinguished
<br /> by the prior termination of the Agreement pursuant to the Duration of Contract or the
<br /> Termination sections.
<br /> C. The Subrecipient shall protect, defend, indemnify, and hold harmless the County, its
<br /> officers, employees, and agents from any and all costs, claims,judgments, and/or
<br /> awards of damages, arising out of, or in any way resulting from, the acts or omissions
<br /> of the Subrecipient, its employees or any person whomsoever arising out of or in
<br /> connection with any acts or activities under this Agreement.This obligation shall not
<br /> include such costs, claims,judgments, and/or awards of damages which may be
<br /> caused by the sole negligence of the County; provided, that if the costs, claims,
<br /> judgments, and/or awards of damages are caused by or result from the concurrent
<br /> negligence of(1)the County, and (2) the Subrecipient, its agents, or employees, this
<br /> indemnity provision shall be valid and enforceable only to the extent of the negligence
<br /> of the Subrecipient, or Subrecipient's agents or employees. The Subrecipient agrees
<br /> that its obligations under this subparagraph extend to any claim, demand, and/or cause
<br /> of action brought by, or on behalf of, any of its employees or agents. For this purpose,
<br /> the Subrecipient, by mutual negotiation, hereby waives, as respects the County only,
<br /> any immunity that would otherwise be available against such claims under the Industrial
<br /> Insurance provisions of Title 51 RCW. In the event the County incurs any judgment,
<br /> award, and/or cost arising therefrom including attorneys'fees to enforce the provisions
<br /> of this article, all such fees, expenses, and costs shall be recoverable from the
<br /> Subrecipient.
<br /> D. The County shall protect, defend, indemnify, and hold harmless the Subrecipient, its
<br /> officers, employees, and agents from any and all costs, claims,judgments, and/or
<br /> awards of damages, arising out of, or in any way resulting from,the sole negligent acts
<br /> Subreciplent Agreement#FFY16-CCTA-Everett FD Page 13 of 20
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