Common use of Hold Harmless and Indemnity Clause in Contracts

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee Contractor shall defendhold harmless, indemnify indemnify, and hold harmless defend the County, its appointed and elected officers, officials, agentsemployees, and employees, agents from and against any and all third party claims, lossesactions, suits, actionsliability, costs, counsel fees, litigation costsloss, expenses, damages, judgmentsand judgments of any nature whatsoever, including costs and attorney’s fees in defense thereof, for injury, sickness, disability or decrees death to persons or damage to property or business, caused by or resulting from ▇▇▇▇▇▇▇arising out of the Contractor’s performance under this Franchise to the extent such injury or damage is caused by the negligenceacts, willful misconducterrors, or from any breach omissions in the performance of any common lawthis Agreement, statutory or other delegated duty pursuant to this Franchise those of Grantee, ▇▇▇▇▇▇▇Contractor’s employees, agents, or subcontractors. PROVIDED HOWEVER, in exercising that the rights granted Contractor’s obligation hereunder shall not extend to Grantee in this Franchiseinjury, but not to the extent sickness, death, or damage caused by or arising out of or by reason of the sole negligence of the County, its officers, officials, agents employees, or employees. B. For the avoidance of doubtagents. PROVIDED FURTHER, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, that in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employeesparties, the GranteeContractor’s liability to hold harmless and indemnify the County is enforceable indemnity obligations hereunder shall apply only to the extent percentage of fault attributable to the Contractor, its employees, agents, or subcontractors. With respect to the Contractor’s obligations to hold harmless, indemnify, and defend provided for herein, but only as such obligations relate to claims, actions, or suits filed against the County, the Contractor further agrees to waive its immunity under the Industrial Insurance Act, Title 51 RCW, for any injury or death suffered by the Contractor’s employees caused by or arising out of the GranteeContractor’s negligence. C. acts, errors, or omissions in the performance of this Agreement. This waiver is mutually negotiated by the parties. The GranteeContractor’s obligation hereunder shall include, but is not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent actaction, error, or omission or from any breach of any common law, statutory statutory, or other delegated duty pursuant to this Franchise of by the Grantee or its Contractor, Contractor’s employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, but only to the extent that such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty contractual obligation pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇Grantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise. Conversely, but not the County shall defend, indemnify and hold harmless Grantee, its employees, agents, and subcontractors, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees on account of any injury or damage to the person or property of another, to the extent arising out that such injury or damage is not caused by the negligence, willful misconduct, or from any breach of any common law, statutory or by reason contract obligation pursuant to this Franchise of Grantee, Grantee’s employees, agents, or subcontractors, in exercising the sole negligence of the County, its officials, agents or employeesrights granted to Grantee in this Franchise. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and If the Grantee or is required to indemnify and hold harmless the County for a specific third party claim, then Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation obligations shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. C. In the event any claim or demand be is presented to or filed with County that is the County by reason responsibility of the Grantee as defined above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia CountyCounty and Grantee.. In the event, however, that County and Grantee are both liable for any harm raised in any third party claim then all legal fees and costs and payment of the settlement amount or the judgment shall be paid by the County and Grantee in proportion to their respective fault. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇Grantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. D. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇Grantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Grant County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Grant County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ E. Solely to the extent required for the County to enforce Grantee▇▇▇▇▇▇▇'s indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County▇▇▇▇▇▇▇ Township, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇’s Grantee's employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the CountyTownship, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s 's agents or employees, the Grantee’s 's liability to hold harmless and indemnify the County Township is enforceable only to the extent eXtent of the Grantee’s 's negligence. C. The Grantee’s 's obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be is presented to or filed with the County ▇▇▇▇▇▇▇ Township by reason of the above-mentioned above-‐mentioned causes, the County Township shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia County ▇▇▇▇▇▇▇ Township for damages arising out of or by reason of the above- mentioned above-‐mentioned causes, the County Township shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County Township in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia County▇▇▇▇▇▇▇ Township. In the event Grantee refuses a tendered defense by the County Township pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇’s 's refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s Township's reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County Township for any settlement made by the County Township of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ to the extent required for the County ▇▇▇▇▇▇▇ Township to enforce Grantee▇▇▇▇▇▇▇'s indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51MCL 445.1501 et seq.; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇Grantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇Grantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇Grantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ E. Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. The provisions of this Section 11 shall survive the expiration or termination of this agreement.

Hold Harmless and Indemnity. A. The Grantee shall defend, indemnify and hold harmless the County, its appointed and elected officials, agents, and employees, against all third party claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments, or decrees caused by on account of any injury or resulting from ▇▇▇▇▇▇▇’s performance under this Franchise damage to the person or property of another, to the extent such injury or damage is caused by the negligence, willful misconduct, or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of Grantee, ▇▇▇▇▇▇▇Grantee’s employees, agents, or subcontractors, in exercising the rights granted to Grantee in this Franchise, but not to the extent arising out of or by reason of the sole negligence of the County, its officials, agents or employees. B. . For the avoidance of doubt, for those provisions of this Franchise which a court of competent jurisdiction determines are subject to RCW 4.24.115, then, in the event of damages arising out of bodily injury to persons or damage to property caused by or resulting from the concurrent negligence of the County, its appointed and elected officials, agents or employees, and the Grantee or the Grantee’s agents or employees, the Grantee’s liability to hold harmless and indemnify the County is enforceable only to the extent of the Grantee’s negligence. C. . The Grantee’s obligation shall include, but not be limited to, investigating, adjusting, and defending all claims alleging loss from any negligent act, error, or omission or from any breach of any common law, statutory or other delegated duty pursuant to this Franchise of the Grantee or its employees, agents, or subcontractors. D. . In the event any claim or demand be presented to or filed with the County by reason of the above-mentioned causes, the County shall promptly notify Grantee thereof, and Grantee shall have the right, at its election and at its sole cost and expense, to settle and compromise such claim or demand. In case suit or action is brought against Columbia Garfield County for damages arising out of or by reason of the above- above-mentioned causes, the County shall promptly notify Grantee thereof and the Grantee will, upon notice to it of the commencement of said action, settle, compromise or defend the same at its sole cost and expense, and in case judgment shall be rendered against the County in suit or action, the Grantee will fully satisfy said judgment within ninety (90) days after suit or action shall have finally been determined, if determined adversely to Columbia Garfield County. In the event Grantee refuses a tendered defense by the County pursuant to section 11 of this Franchise and if ▇▇▇▇▇▇▇Grantee’s refusal is subsequently determined by a Court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Grantee shall pay all of the County’s reasonable costs for defense of the action including all legal costs, witness fees and attorney fees and indemnify the County for any settlement made by the County of the wrongfully refused claim or demand. ▇. ▇▇▇▇▇▇ Solely to the extent required for the County to enforce Grantee's indemnification obligations under this Section 11, Grantee waives its immunity under RCW Title 51; provided that the foregoing waiver shall not in any way preclude Grantee from raising such immunity as a defense against any claim brought against Grantee by any of its employees. This waiver has been mutually negotiated by the parties. F. . The provisions of this Section 11 shall survive the expiration or termination of this agreement.