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<br />4938-7843-1333, v. 1
<br />(a) Indemnity. To extent of Manager’s negligence, violation of law, breach of
<br />this Agreement, or willful misconduct, Manager shall indemnify, defend and hold harmless the
<br />City 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) Manager’s use of the Property or from the conduct
<br />of Manager’s business or from any activity, work, or other things done or permitted by Manager
<br />in or about the Property, (b) the Project , and (c) from all costs, damages, attorneys’ fees and
<br />liabilities incurred in defense of any such claim in any action or proceeding brought thereon. This
<br />Section shall survive the expiration or termination of this Agreement. For the purposes of this
<br />Agreement, the claims, actions, damages, liability and expenses for which Manager must
<br />indemnify, defend and hold harmless the City are 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 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 />Manager, its officers, employees or agents, then this Section will provide the City the maximum
<br />indemnification permitted by law.
<br />(c) Washington Law. This Section is specifically and expressly intended to
<br />constitute a waiver of Manager'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 Manager and its employees, to maximum extent allowed by law. THE CITY AND
<br />MANAGER 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 Manager for any loss,
<br />injury or damage to Manager or any other person, or to its or their property, irrespective of the
<br />cause of such injury, damage or loss, unless, and then only to the extent, it is caused by or results
<br />from the gross negligence or willful misconduct of the City or its employees without contributory
<br />negligence on the part of Manager. As a material part of the consideration to the City for this
<br />Agreement, Manager hereby waives and releases all claims against the City with respect to all
<br />matters for which the City has disclaimed liability pursuant to the provisions of this Agreement.
<br />12. INSURANCE.
<br /> Manager shall, throughout the Term, at its own expense, keep and maintain in full
<br />force and effect the following policies, which shall be endorsed as needed to provide that the
<br />insurance afforded by the policy is primary and that all insurance or self-insured retention carried
<br />or maintained by the City is strictly excess and secondary and shall not contribute with Manager’s
<br />liability insurance:
<br />I. A policy of commercial general liability insurance, including a
<br />contractual liability endorsement covering Manager’s obligations under Section 11 above,
<br />insuring against claims of bodily injury and death or property damage or loss with a combined
<br />single limit of not less than Two Million Dollars ($2,000,000.00) per occurrence and location.
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