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System Access Fund Project Agreement Page 5 of 29 <br /> GA 0162-22 <br />5.4. Except as provided in this Section, a termination by either Party will not extinguish or release <br />either Party from liability for costs or obligations existing as of the date of termination. Any <br />costs incurred prior to proper notification of termination will be borne by the Parties in <br />accordance with the terms of this Agreement. <br />6.INDEMNITY <br />6.1. To the maximum extent permitted by law, the City will hold harmless from, and indemnify <br />and defend Sound Transit (including its board members, officers, directors and employees) <br />(the “Indemnified Parties”) from and against any and all claims, demands, losses, lawsuits, <br />actions, or liability of any kind or nature, arising out of or relating to the City’s design, <br />construction, maintenance or operation of the Project, including claims by the City’s <br />employees. THE CITY SPECIFICALLY ASSUMES POTENTIAL LIABILITY FOR <br />ACTIONS BROUGHT BY THE CITY’S OWN EMPLOYEES OR FORMER <br />EMPLOYEES AGAINST ANY INDEMNIFIED PARTY, AND FOR THAT PURPOSE <br />THE CITY SPECIFICALLY WAIVES ALL IMMUNITY AND LIMITATIONS ON <br />LIABILITY UNDER THE WORKERS COMPENSATION ACT, RCW TITLE 51, OR <br />ANY INDUSTRIAL INSURANCE ACT, DISABILITY BENEFIT ACT OR OTHER <br />EMPLOYEE BENEFIT ACT OF ANY JURISDICTION THAT WOULD <br />OTHERWISE BE APPLICABLE IN THE CASE OF SUCH CLAIM. THIS <br />INDEMNITY OBLIGATION SHALL NOT BE LIMITED BY ANY LIMITATION ON <br />THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS <br />PAYABLE BY OR FOR THE CITY OR A CONTRACTOR UNDER WORKERS’ <br />COMPENSATION, DISABILITY BENEFIT OR OTHER EMPLOYEE BENEFITS <br />LAWS. THE CITY RECOGNIZES THAT THIS WAIVER WAS SPECIFICALLY <br />ENTERED INTO AND WAS THE SUBJECT OF MUTUAL NEGOTIATION. <br />PROVIDED, HOWEVER, THE CITY’S WAIVER OF IMMUNITY BY THE <br />PROVISIONS OF THIS PARAGRAPH EXTENDS ONLY TO CLAIMS AGAINST <br />THE CITY BY SOUND TRANSIT, AND DOES NOT INCLUDE, OR EXTEND TO, <br />ANY CLAIMS BY THE CITY’S EMPLOYEE(S) DIRECTLY AGAINST THECITY. <br />The foregoing indemnity applies only to the extent of the City’s negligence. <br />6.2. The City further agrees to assume the defense of the Indemnified Parties with legal counsel <br />acceptable to Sound Transit, whose acceptance shall not be unreasonably withheld, in all legal <br />or claim proceedings arising out of, in connection with, or incidental to the City’s work or that <br />of its contractors, subcontractors of any tier, suppliers, consultants and sub-consultants. <br />The City shall pay all defense expenses, including attorney’s fees, expert fees, and costs <br />incurred directly or indirectly on account of such litigation or claims, and shall satisfy any <br />judgment rendered in connection therewith. The City may settle any suit, claim, action cost, <br />loss penalty or damages, subject to the approval of Sound Transit, whose approval shall not <br />be unreasonably withheld, if such settlement completely and forever extinguishes any and all <br />liability of the Indemnified Parties. In the event of litigation between the Parties hereto to <br />enforce the rights under this provision, reasonable attorney fees shall be allowed to the <br />prevailing party.