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CFM hereby waives all rights of recourse,including any right to which another may be
<br />subrogated,against Kittitas County for personal injury,including death,and property
<br />damage.CFM's insurance policies required above shall be primary insurance and shall
<br />be non-contributing with any other insurance maintained by Kittitas County.
<br />CFM shall assume full responsibility for all loss or damage from any cause whatsoever to
<br />any tools,CFM's employee-owned tools,machinery,equipment,or motor vehicles
<br />owned or rented by CFM,or CFM's agents,suppliers or contractors.
<br />CFM shall have sole responsibility for ensuring the insurance coverage and limits
<br />required are obtained by subcontractors.
<br />NOTE:No contract shall form until and unless a copy of the Certificate of Insurance with
<br />Endorsement,properly completed and in the amount required,is attached hereto.
<br />7.02 CFM hereby releases and shall indemnify,defend,and hold harmless the County,its
<br />subsidiaries,affiliates,officers,agents,employees,successors,assigns,and authorized
<br />representatives of all of the foregoing from and against all suits,actions,legal or administrative
<br />proceedings,claims,demands,damages,liabilities,interest,attorney fees,costs,and expenses
<br />of any kind or nature,including those arising out of injury to or death of CFM's employees,
<br />whether arising before or after completion of the work hereunder and in any manner directly or
<br />indirectly caused,occasioned,or contributed to in whole or in part,or claimed to be caused,
<br />occasioned,or contributed to in whole or in part,by reason of any act,omission,fault,or
<br />negligence of CFM,CFM's sub-contractors,or of anyone acting under CFM's direction or control,
<br />or on CFM's behalf in connection with the performance of this Agreement.The County shall be
<br />indemnified and held harmless to the fullest extent permitted by law.CFM expressly waives its
<br />immunity under industrial insurance,Title 51 RCW,in relation to claims by and/or against the
<br />County;however,this provision does not otherwise waive immunity in relation to claims by CFM
<br />employees against CFM.This waiver was mutually negotiated by the parties.If any portion of
<br />this indemnity clause is invalid or unenforceable,it shall be deemed excised and the remaining
<br />portions of the clause shall be given full force and effect.
<br />CFM hereby agrees to require all its sub-contractors or anyone acting under its direction,
<br />control,or on its behalf in connection with,or incidental to the performance of this Agreement
<br />to execute an indemnity clause identical to the preceding clause,specifically naming the County
<br />as indemnitee.
<br />7.03 CFM agrees to notify the County,promptly in writing of any death,serious injury,or serious
<br />damage arising out of its operations on the County's premises,and to comply at all times with
<br />the requirements and provisions of the Occupational Safety and Health Act and related rules
<br />and regulations.
<br />Professional Services Operating Agreement Page 5
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