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making audit examinations,obtaining excerpts,transcripts or copies, and ensuring compliance by
<br /> the City with applicable laws. Expenditures under this Agreement, which are determined by
<br /> audit to be ineligible for reimbursement and for which payment has been made to the Contractor,
<br /> shall be refunded to the City by the Contractor.
<br /> 11. Indemnification. To the maximum extent permitted by law and except to the extent
<br /> caused by the sole negligence of the City the Contractor shall indemnify and hold harmless the
<br /> City,their officers, officials, agents and employees, from and against any and all suits, claims,
<br /> actions, losses, costs,penalties and damages of whatsoever kind or nature arising out of, in
<br /> connection with, or incidental to the services and/or deliverables provided by or on behalf of the
<br /> Contractor. In addition,the Contractor shall assume the defense of the City its officers and
<br /> employees in all legal or claim proceedings arising out of, in connection with, or incidental to
<br /> such services and/or deliverables and shall pay all defense expenses, including reasonable
<br /> attorneys' fees, expert fees and costs incurred by the City on account of such litigation or claims.
<br /> The above indemnification obligations shall include, but are not limited to, all
<br /> claims against the City by an employee or former employee of the Contractor or its
<br /> subcontractors, and the Contractor,by mutual negotiation, expressly waives all immunity and
<br /> limitation on liability, as respects only the City under any industrial insurance act including Title
<br /> 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of
<br /> any jurisdiction which would otherwise be applicable in the case of such claim.
<br /> In the event that the City or State incurs any judgment, award and/or cost
<br /> including attorneys' fees arising from the provisions of this section, or to enforce the provisions
<br /> of this section, any such judgment, award, fees, expenses and costs shall be recoverable from the
<br /> Contractor.
<br /> In addition to injuries to persons and damage to property, the term "claims," for
<br /> purposes of this provision, shall include, but not be limited to, assertions that the use or transfer
<br /> of any software, book, document, report, film, tape, or sound reproduction or material of any
<br /> kind, 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
<br /> herein shall survive the expiration, abandonment or termination of this Agreement.
<br /> Nothing contained within this provision shall affect or alter the application of any
<br /> other provision contained within this Agreement.
<br /> 12. Insurance Requirements. The Contractor shall procure by the time of execution of
<br /> this Agreement, and maintain for the duration of this Agreement, (i) insurance against claims for
<br /> injuries to persons or damage to property which may arise from or in connection with the
<br /> performance of the services hereunder by the Contractor, its agents, representatives, or
<br /> employees, and(ii)a current certificate of insurance and additional insured endorsement when
<br /> applicable.
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