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6.5. Mutual lndemnification. To the extent of its comparative liability, each of lntegrity and County agrees to
<br />indemnify, defend and hold the other, its elected and appointed officials, employees, agents and volunteers,
<br />harmless from and against any and all claims, damages, losses and expenses, including but not limited to court
<br />costs, attorney's fees and alternative dispute resolution costs, for any and all claims for personal injury, bodily injury,
<br />sickness, disease, death, damage to or destruction of any property (including the loss of use resulting therefrom),
<br />or (solely with Customer as indemnifying party) any breach of Data Privacy Laws, which are alleged or proven to
<br />be caused by an act or omission, negligent or otherwise, of it, its elected and appointed officials, employees, agents
<br />or volunteers.
<br />Each of lntegrity and County shall not be required to indemnify, defend, or hold the other harmless if the
<br />claim, damage, loss or expense for personal injury, for any bodily injury, sickness, disease or death or for any
<br />damage to or destruction of any property (including the loss of use resulting therefrom) is caused by the sole act
<br />or omission of the other.
<br />ln the event of any concurrent act or omission of lntegrity and County, negligent or otherwise, these
<br />indemnity provisions shall be valid and enforceable only to the extent of each such party's comparative liability.
<br />Each of lntegrity and County agrees to maintain a consolidated defense to claims made against them and
<br />to reserve all indemnity claims against each other until after liability to the claimant and damages, if any, are
<br />adjudicated. lf any claim is resolved by voluntary settlement and lntegrity and County cannot agree upon
<br />apportionment of damages and defense costs, they shall submit apportionment to binding arbitration.
<br />The indemnification obligations of lntegrity and County shall not be limited in any way by the Washington
<br />State lndustrial lnsurance Act, RCW Title 51, or by application of any other workmen's compensation act,
<br />disability benefit act or other employee benefit act. Each of lntegrity and County hereby expressly waives any
<br />immunity afforded by such acts to the extent required by its obligations to indemnify, defend and hold the other
<br />harmless. lntegrity's and County's waiver of immunity does not extend to claims made by its employees directly
<br />against lntegrity or County as employer. The foregoing indemnification obligations of lntegrity and County are a
<br />material inducement to enter into this Agreement and have been mutually negotiated.
<br />lntegrity and County shall indemnify, defend, and hold harmless Command, its officers, directors,
<br />employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including
<br />attorney's fees) of Command arising out of any third-party claims related to this Agreement, except to the extent
<br />caused by Command's gross negligence or willful misconduct.
<br />6.6. Limitations Of Liabilitv. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO
<br />THE EXTENT PROVIDED FOR IN SECTIONS 6.5 AND 6.7 HEREIN, IN NO EVENT SHALL INTEGRIry BE
<br />LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SIMILAR DAMAGES
<br />(tNcLUDtNG, WTTHOUT LIM|TAT|ON, LOST PROF|TS, LOSS OF USE OR LOSS OF REVENUE) ARISING OUT
<br />OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR OTHER FORM
<br />OF ACTION, EVEN IF INTEGRIry HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR
<br />DAMAGE; AND (B) IN NO EVENT SHALL INTEGRITY, COMMAND OR ITS SUPPLIERS OR VENDORS BE
<br />LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES UNDER OR AS A RESULT OF THIS
<br />AGREEMENT lN EXCESS OF THE GREATER OF $50,000 (FIFTY THOUSAND DOLLARS) OR THE AMOUNT
<br />ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE EIGHTEEN (18) MONTHS PRIOR
<br />TO THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. THE PARTIES AGREE THAT THE
<br />LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE INDEPENDENT OF ANY EXCLUSIVE OR
<br />LIMITED REMEDIES AND SHALL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE
<br />FAILED OF THEIR ESSENTIAL PURPOSE.
<br />6.7. Insurance. lntegrity shall secure and maintain in effect at all times during performance of work under this
<br />Agreement such insurance as will protect lntegrity employees, and agents from all claims, losses, harm, costs,
<br />liabilities, damages and expenses arising out of Contractor's performance under this Agreement, including but not
<br />limited to personal injury (including death) or propedy damage. All insurance shall be issued by companies admitted
<br />to do business in the State of Washington and have a rating of A-, Class Vll or better in the most recently published
<br />edition of Best's Reports unless otherwise approved by the County. lf an insurer is not admitted, all insurance
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<br />4925-8427-0782\7r
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