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13. INDEMNIFICATION.
<br /> (a) Indemnity. Licensee shall indemnify, defend and hold harmless the City
<br /> against and from any and all claims, actions, damages, liability, costs and expenses, including
<br /> attorney's fees, arising out of or relating to (a) Licensee's use of the Licensed Property or from
<br /> the conduct of Licensee's business or from any activity, work, or other things done or permitted
<br /> by Licensee in or about the Licensed Property, (b) any breach or default in the performance of
<br /> any obligation on Licensee's part to be performed under the terms of this License, (c) any act or
<br /> omission, negligence or willful misconduct of Licensee, or any officer, agent, employee, guest, or
<br /> invitee of Licensee, and from all costs, damages, attorneys'fees and liabilities incurred in defense
<br /> of any such claim in any action or proceeding brought thereon. Licensee, as a material part of
<br /> the consideration to the City, hereby assumes all risk of damage to property or injury to persons
<br /> in, upon or about the Licensed Property from any cause other than and to the extent of the City's
<br /> gross negligence or willful misconduct. Licensee shall give prompt notice to the City in case of
<br /> casualty or accident in the Licensed Property. This Section shall survive the expiration or
<br /> termination of this License. For the purposes of this License, the claims, actions, damages,
<br /> liability and expenses for which Licensee must indemnify, defend and hold harmless the City are
<br /> referred to as "Covered Claims".
<br /> (b) Concurrent Fault. This Section does not purport to indemnify the City
<br /> against liability for Covered Claims caused by or resulting from the sole gross negligence or willful
<br /> misconduct of the City, its officers, employees and agents. If Covered Claims are caused by or
<br /> result from the concurrent negligence of (i) the City, its officers, employees or agents, and (ii)
<br /> Licensee, its agents, servants, employees, officers, subcontractors, sublicensees, sublicensees,
<br /> successors or assigns, then this Section will provide the City the maximum indemnification
<br /> permitted by law.
<br /> (c) Washington Law. This Section is specifically and expressly intended to
<br /> constitute a waiver of Licensee's immunity under Washington's Industrial Insurance Act, RCW
<br /> Title 51, to the full extent necessary to provide the City with a full and complete indemnity from
<br /> claims made by Licensee and its employees, to maximum extent allowed by law. THE CITY AND
<br /> LICENSEE ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS SECTION WERE
<br /> SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.
<br /> (d) Waiver and Release. The City shall not be liable to Licensee, or its
<br /> directors, officers, shareholders, agents, employees, invitees, sublicensees, contractors or
<br /> licensees, for any loss, injury or damage to Licensee or any other person, or to its or their
<br /> property, irrespective of the cause of such injury, damage or loss, unless, and then only to the
<br /> extent, it is caused by or results from the gross negligence or willful misconduct of the City or its
<br /> employees without contributory negligence on the part of Licensee or any of its directors,
<br /> officers, shareholders, employees, agents, invitees, sublicensees, licensees or contractors. As a
<br /> material part of the consideration to the City for this License, Licensee hereby waives and
<br /> releases all claims against the City with respect to all matters for which the City has disclaimed
<br /> liability pursuant to the provisions of this License.
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