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<br />8. Indemnification and Hold Harmless. Subject to the liability limitation stated in Section 9 of
<br />this Agreement and to the maximum extent permitted by law and except to the extent caused
<br />by the sole negligence of the County and, if any funds for this Agreement are provided by the
<br />State, the State, the City shall, to the extent of the City’s negligence, willful misconduct or
<br />breach of this Agreement, indemnify and hold harmless the County and the State, their
<br />officers, officials, agents and employees, from and against any and all suits, claims, actions,
<br />losses, costs, penalties and damages of whatsoever kind or nature arising out of, in
<br />connection with, or incidental to the Project or the performance of this Agreement. In
<br />addition, the City shall assume the defense of the County and, if applicable, the State and
<br />their officers and employees in all legal or claim proceedings arising out of, in connecti on
<br />with, or incidental to such services and/or deliverables and shall pay all defense expenses,
<br />including reasonable attorneys' fees, expert fees and costs incurred by the County and, if
<br />applicable, the State, on account of such litigation or claims.
<br />The above indemnification obligations shall include, but are not limited to, all claims against
<br />the County and, if applicable, the State by an employee or former employee of the City or its
<br />subcontractors, and the City, by mutual negotiation, expressly waives all immunity and
<br />limitation on liability, as respects only the County and, if applicable, the State, under any
<br />industrial insurance act, including Title 51 RCW, other worker's compensation act, disability
<br />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 attorneys’ 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 City.
<br />In addition to injuries to persons and damage to property, the term “claims,” for purposes of
<br />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
<br />name, and/or otherwise results in an unfair trade practice.
<br />The indemnification, protection, defense, and save harmless obligations contained herein
<br />shall survive the expiration, abandonment or termination of this Agreement.
<br />Nothing contained within this provision shall affect or alter the application of any other
<br />provision contained within this Agreement.
<br />9. Limitation of Liability. In no event will County or City be liable for any special,
<br />consequential, indirect, punitive or incidental damages, including but not limited to loss of
<br />data, loss of revenue, or loss of profits, arising out of or in connection with the performance
<br />of the County or the City under this Agreement, even if the County or the City has been
<br />advised of the possibility of such damages. Recovery of CDMH funds from the City by the
<br />County is governed exclusively by Section 11(q) below.
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