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Exhibit B - 21 <br />allowed by law and in addition to any other obligation in this Agreement, to indemnify, defend and <br />hold harmless the City and all of its officers, agents, an employees, from any and all liability, claims, <br />suits, charges, judgements, loss or damage, including reasonable cost of defense they may suffer as a <br />result of claims, demands, actions, or damages to any and all persons or property, costs or judgments <br />against the City, its officers, agents and/or employees which result from, arise out of, or are in any <br />way connected with this Agreement or the services to be performed by the Subrecipient under this <br />Agreement or the subject matter called for in this Agreement. This section shall survive the <br />expiration or termination of this Agreement. <br /> <br />This section is specifically and expressly intended to constitute a waiver of Subrecipient 's immunity <br />under Washington's Industrial Insurance Act, RCW Title 51, to the full extent necessary to provide the <br />City with a full and complete indemnity from claims made by Subrecipient and its employees, to <br />maximum extent allowed by law. THE SUBRECIPIENT AND CITY ACKNOWLEDGE THAT THE <br />INDEMNIFICATION PROVISIONS OF THIS SECTION WERE SPECIFICALLY NEGOTIATED AND AGREED <br />UPON BY THEM. <br /> <br />XXIX. Section Headings and Subheadings <br /> <br />The section headings and subheadings contained in this Agreement are included for convenience only <br />and shall not limit or otherwise affect the terms of this Agreement. <br /> <br />XXX. Waiver <br /> <br />The City’s failure to act with respect to a breach by the Subrecipient does not waive its right to act <br />with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any right <br />or provision shall not constitute a waiver of such right or provision. <br /> <br />XXXI. Entire Agreement <br /> <br />This Agreement constitutes the entire agreement between the City and the Subrecipient for the use <br />of funds received under this Agreement and it supersedes all prior or contemporaneous <br />communications and proposals, whether electronic, oral, or written between the City and the <br />Subrecipient with respect to this Agreement.