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<br />9. INDEMNITY
<br />9.1. Except as otherwise provided in this section, Lime hereby agrees to indemnify
<br />and hold harmless the City from any and all Claims arising out of, in connection
<br />with, or incident to, to the maximum extent allowed by law, this Agreement or
<br />any negligent or intentional acts, errors, omissions, or conduct by Lime (or its
<br />employees, agents, representatives or subcontractors/subconsultants) relating to
<br />this Agreement, whether such Claims sound in contract, tort, or any other legal
<br />theory. Lime’s indemnity obligation includes without limitation the City’s
<br />reasonable attorney’s fees and costs in defense of Claims. Lime is obligated to
<br />indemnify the City pursuant to this section whether a Claim is asserted directly
<br />against the City, or whether it is asserted indirectly against the City, e.g., a Claim is
<br />asserted against someone else who then seeks contribution or indemnity from
<br />the City. Lime’s duty to indemnify pursuant to this section is not in any way
<br />limited to, or by the extent of, insurance obtained by, obtainable by, or required
<br />of Lime.
<br />9.2. Lime’s obligations under this section shall not apply to Claims caused by the sole
<br />negligence or willful misconduct of the City. Solely and expressly for the purpose
<br />of its duties to indemnify the City, Lime specifically waives any immunity it may
<br />have under the State Industrial Insurance Law, Title 51 RCW. Lime recognizes that
<br />this waiver of immunity under Title 51 RCW was specifically entered into pursuant
<br />to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As
<br />used in this section : (1) “City” includes the City, the City’s officers, employees,
<br />agents, and representatives and (2) “Claims” include, but is not limited to, any and
<br />all losses, penalties, fines, claims, demands, expenses (including, but not limited
<br />to, attorney’s fees and litigation expenses), suits, judgments, or damages,
<br />irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to
<br />property, economic loss, general damages, special damages, or punitive damages.
<br />If, and to the extent, Lime employs or engages subconsultants or subcontractors,
<br />then Lime shall ensure that each such subconsultant and subcontractor (and
<br />subsequent tiers of subconsultants and subcontractors) shall expressly agree to
<br />indemnify the City to the extent and on the same terms and conditions as Lime
<br />pursuant to this section. This section survives termination or expiration of this
<br />Agreement.
<br />10. APPLICABLE LAW. This Agreement is a Washington contract and shall be governed by the
<br />laws of Washington. All suits for any claims or for any breach or dispute arising out of this
<br />Agreement may be brought in the appropriate court of competent jurisdiction in a state
<br />or federal court of competent jurisdiction in the United States District Court for the
<br />Western District of Washington.
<br />11. NON-ASSIGNMENT. Lime shall not assign its rights and duties under this Agreement
<br />without the prior written consent of the City.
<br />12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding
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