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<br />7 <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