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<br />GA 0043-23 Everett-ST PAA 7
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<br />by the Parties in accordance with the terms of this Agreement.
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<br />9. Indemnity
<br />9.1. Each Party (an “Indemnifying Party”) agrees to hold harmless, indemnify, and defend
<br />the other Party’s elected officials, officers, agents, and employees (the “Indemnified
<br />Party”), from and against any and all claims, losses or liability, for injuries, sickness or
<br />death of persons, including employees of the Indemnifying Party, or damages, arising
<br />out of any willful misconduct or negligent act, error, or omission of the indemnifying
<br />Party, its officers, agents, or employees, in connection with the services required by
<br />this Agreement, provided, however, that: (A) the Indemnifying Party's obligations to
<br />indemnify, defend and hold harmless will not extend to injuries, sickness, death, or
<br />damage caused by or resulting from the sole willful misconduct or sole negligence of
<br />the Indemnified Party; and (b) the Indemnifying Party's obligations to indemnify,
<br />defend and hold harmless for injuries, sickness, death, or damage caused by or
<br />resulting from the concurrent negligence or willful misconduct of the Indemnifying
<br />Party and the Indemnified Party, or of the Indemnifying Party and a third party other
<br />than an elected official, officer, agent, or employee of the Indemnifying Party, will apply
<br />only to the extent of the negligence or willful misconduct of the Indemnifying Party’s
<br />elected officials, officers, agents, or employees. The Indemnifying Party specifically
<br />assumes potential liability for any claim, demand, and/or cause of action brought by, or
<br />on behalf of, any of its employees or agents against the Indemnified Party. FOR THIS
<br />PURPOSE, EACH INDEMNIFYING PARTY, BY MUTUAL NEGOTIATION, HEREBY
<br />WAIVES, WITH RESPECT TO THE INDEMNIFIED PARTY ONLY, ANY IMMUNITY
<br />THAT WOULD OTHERWISE BE AVAILABLE TO IT AGAINST SUCH CLAIMS
<br />UNDER THE INDUSTRIAL INSURANCE PROVISIONS OF TITLE 51 RCW OR ANY
<br />APPLICABLE INDUSTRIAL INSURANCE, DISABILITY, OR EMPLOYEE BENEFIT
<br />ACT OF ANY OTHER JURISDICTION THAT WOULD BE APPLICABLE IN CASE OF
<br />SUCH A CLAIM.
<br />9.2. Each Party agrees to bear full responsibility for any and all tax liabilities owed that may
<br />arise in relation to this Agreement, and each Party will fully indemnify and hold the
<br />other Party, its officers, agents and employees harmless from any tax liability owed by
<br />the other Party arising from or related to the transactions set forth herein, including,
<br />but not limited to, any taxes, penalties, fines, and/or interest assessed by any tax
<br />authority against the indemnifying Party and further including all attorneys' fees and
<br />costs incurred in response to any claims or assessments by any tax authority against
<br />the Indemnifying Party, its officers, agents, and employees.
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