|
Section 16. COMPLIANCE WITH LAW, EGM agrees to comply with all applicable
<br />federal, state, and local laws and regulations and, unless otherwise agreed in writing by
<br />the City, to acquire all permits required by law or regulation. EGM shall not do anything
<br />or suffer anything to be done in or about the Property which will in any way violate or
<br />conflict with any such federal, state, and local laws and regulations.
<br />Section 17. INDEMNIFICATION
<br />a. Indemnity. EGM shall indemnify, defend and hold harmless the City
<br />against and from any and all claims, actions, damages, liability, costs and expenses,
<br />including attorney's fees, arising out of or relating to (1) the Project or EGM's use of the
<br />Property or from the conduct of EGM's business on the Property or from any activity,
<br />work, or other things done or permitted by EGM in or about the Property, (ii) any breach
<br />or default in the performance of any obligation on EGM's part to be performed under
<br />the terms of this Lease, Oil) any act or omission, negligence or willful misconduct of
<br />EGM, or any officer, agent, employee, guest, or invitee of EGM, and from all costs,
<br />damages, attorneys' fees and liabilities incurred in defense of any such claim in any
<br />action or proceeding brought thereon. EGM, as a material part of the consideration to
<br />the City, hereby assumes all risk of damage to property or injury to persons in, upon or
<br />about the Property from any cause other than and to the extent of the City's gross
<br />negligence or willful misconduct. EGM shall give prompt notice to the City in case of
<br />casualty or accident in the Property. This Section 17 shall survive the expiration or
<br />termination of this Lease. For the purposes of this Lease, the claims, actions, damages,
<br />liability and expenses for which EGM must indemnify, defend and hold harmless the City
<br />are referred to as "Covered Claims".
<br />b. Concurrent Fault. This Section 17 does not purport to indemnify the City
<br />against liability for Covered Claims caused by or resulting from the sole gross negligence
<br />or willful misconduct of the City, its officers, employees and agents. If Covered Claims
<br />are caused by or result from the concurrent negligence of (1) the City, its officers,
<br />employees or agents, and (ii) EGM, its agents, servants, employees, officers,
<br />subcontractors, subleasees, successors or assigns, then this Section 17 will provide the
<br />City the maximum indemnification permitted by law.
<br />c. Washington Law. This Section 17 is specifically and expressly intended to
<br />constitute a waiver of EGM's immunity under Washington's Industrial Insurance Act,
<br />RCW Title 51, to the full extent necessary to provide the City with a full and complete
<br />indemnity from claims made by EGM and its employees, to maximum extent allowed by
<br />law. THE CITY AND EGM ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF
<br />THIS SECTION 17 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.
<br />d. Waiver and Release. The City shall not be liable to EGM, or its directors,
<br />officers, shareholders, agents, employees, invitees, subleasees, contractors or leasees,
<br />5
<br />
|