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specified organization if, in GECF's sole judgment, such restrictions or conditions
<br /> become unnecessary, incapable of fulfillment, or inconsistent with the charitable
<br /> needs of the area served by GECF.
<br /> 12.Indemnification. Except as otherwise provided in this Section 12, GECF agrees to
<br /> defend and indemnify the City from any and all Claims arising out of, in connection
<br /> with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br /> GECF (or its employees, agents, representatives or subcontractors/subconsultants)
<br /> relating to this Agreement, whether such Claims sound in contract, tort, or any other
<br /> legal theory. GECF is obligated to defend and indemnify the City pursuant to this
<br /> Section 12 whether a Claim is asserted directly against the City, or whether it is
<br /> asserted indirectly against the City, e.g., a Claim is asserted against someone else
<br /> who then seeks contribution or indemnity from the City. GECF's duty to defend and
<br /> indemnify pursuant to this Section 12 is not in any way limited to, or by the extent of,
<br /> insurance obtained by, obtainable by, or required of GECF. GECF's obligations
<br /> under this Section 12 shall not apply to Claims caused by the sole negligence of the
<br /> City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is
<br /> caused by or results from the concurrent negligence of (a) GECF, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then GECF's obligations
<br /> under this Section 12 shall apply only to the extent allowed by RCW
<br /> 4.24.115. Solely and expressly for the purpose of its duties to indemnify and
<br /> defend the City, GECF specifically waives any immunity it may have under the State
<br /> Industrial Insurance Law, Title 51 RCW. GECF recognizes that this waiver of
<br /> immunity under Title 51 RCW was specifically entered into pursuant to the
<br /> provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in
<br /> this Section 12: (1) "City" includes the City, the City's officers, employees, agents,
<br /> and representatives and (2) "Claims" include, but is not limited to, any and all losses,
<br /> penalties, fines, claims, demands, expenses (including, but not limited to, attorney's
<br /> fees and litigation expenses), suits, judgments, or damages, irrespective of the type
<br /> of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br /> whether the damage alleged is bodily injury, damage to property, economic loss,
<br /> general damages, special damages, or punitive damages. If, and to the extent,
<br /> GECF employs or engages subconsultants or subcontractors, then GECF shall
<br /> ensure that each such subconsultant and subcontractor (and subsequent tiers of
<br /> subconsultants and subcontractors) shall expressly agree to defend and indemnify
<br /> the City to the extent and on the same terms and conditions as GECF pursuant to
<br /> this Section 12.
<br /> 13.Insurance. GECF shall comply with the following conditions and procure and keep
<br /> in force during the term of this Agreement, at GECF's own cost and expense, the
<br /> following policies of insurance with companies authorized to do business in the State
<br /> of Washington, which are rated at least "A" or better and with a numerical rating of
<br /> no less than 7, by A.M. Best Company and which are acceptable to the City:
<br /> a. Commercial General Liability Insurance on an occurrence basis, in an amount
<br /> not less than $1,000,000 per occurrence and at least $2,000,000 in the
<br /> GECF/Library Agreement 2015 Page 3 of 7
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