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the preceding sentence shall be null and void and shall constitute a material breach of this
<br />Agreement.
<br />10. Insurance Requirements. During the term of this Agreement, the City shall maintain
<br />its self insurance program.
<br />11. Indemnification and Hold Harmless. To the maximum extent permitted by law
<br />and except to the extent caused by the sole negligence of the County and, if any funds for this
<br />Agreement are provided by the State, the State, the TPA Recipient shall indemnify and hold
<br />harmless the County and the State, their officers, officials, agents and employees, from and
<br />against any and all suits, claims, actions, losses, costs, penalties and damages of whatsoever kind
<br />or nature arising out of, in connection with, or incidental to the goods and/or services provided
<br />by or on behalf of the TPA Recipient. In addition, the TPA Recipient shall assume the defense
<br />of the County and, if applicable, the State and their officers and employees in all legal or claim
<br />proceedings arising out of, in connection with, or incidental to such goods and/or services and
<br />shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs
<br />incurred by the County and, if applicable, the State, on account of such litigation or claims.
<br />The above indemnification obligations shall include, but are not limited to, all claims
<br />against the County and, if applicable, the State by an employee or former employee of the TPA
<br />Recipient or its subcontractors, and the TPA Recipient, by mutual negotiation, expressly waives
<br />all immunity and limitation on liability, as respects only the County and, if applicable, the State,
<br />under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act,
<br />disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be
<br />applicable in the case of such claim.
<br />In the event that the County or, if applicable, the State incurs any judgment, award and/or
<br />cost including attorney's fees arising from the provisions of this section, or to enforce the
<br />provisions of this section, any such judgment, award, fees, expenses and costs shall be
<br />recoverable from the TPA Recipient.
<br />In addition to injuries to persons and damage to property, the term "claims," for purposes
<br />of this provision, shall include, but not be limited to, assertions that the use or transfer of any
<br />software, book, document, report, film, tape, or sound reproduction or material of any kind,
<br />delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name,
<br />and/or otherwise results in an unfair trade practice.
<br />In the event the County or, if applicable, the State incurs attorney fees and/or costs in the
<br />defense of claims under these provisions, such attorney fees and costs shall be recoverable from
<br />the TPA Recipient. In addition, the County and, if applicable, the State shall be entitled to
<br />recover from the TPA Recipient their attorney fees and costs incurred to enforce the provisions
<br />of this section.
<br />The indemnification, protection, defense and save harmless obligations contained herein
<br />shall survive the expiration, abandonment or termination of this Agreement.
<br />ed. 2021
<br />TOURISM PROMOTION AREA AGREEMENT
<br />WITH CITY OF EVERETT
<br />Page 5 of 15
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