Imagine Children's Museum 12/14/2016

IV. TERMINATION Either party may terminate this Agreement by thirty(30)days'written notice to the other party. V. INDEMNIFICATION A. Each party agrees to defend and indemnify the other party from any and all Claims arising out of, in connection with, or incident to its conduct relating to this Agreement. "Party" includes employees,officials, representatives, and elected officials. A party shall not indemnify the other party for the other party's sole negligence. If a claim is caused by or results from the conduct of both parties, each party shall be responsible to the extent of its fault. B. Solely and expressly for the purpose of its duties to indemnify and defend the City,the Museum specifically waives any immunity it may have under the State Industrial Insurance Law,Title 51 RCW. The Museum recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. C. As used in this paragraph, "Claims" include, but are not limited to, any and all losses, claims, demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments,or damage, irrespective of the type of relief sought or demanded,such as money or injunctive relief,and irrespective of whether the damage alleged is bodily injury, damage to property, economic loss,general damages,special damages, or punitive damages. VI. INSURANCE A. Museum shall comply with the following conditions and procure and keep in force during the term of this Agreement, at Museum's own cost and expense,the following policies of insurance with companies authorized to do business in the State of Washington,which are rated at least "A" or better and with a numerical rating of no less than seven (7), by A.M. Best Company and 1. Workers' Compensation Insurance as required by Washington law and Employer's Liability Insurance with limits not less than $1,000,000 per occurrence. If the City authorizes sublet work,the Museum shall require each subcontractor to provide Workers' Compensation Insurance for its employees, unless the Museum covers such employees. 2. Commercial General Liability Insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence and at least$2,000,000 in the annual aggregate, including but not limited to: premises/operations (including off-site operations), blanket contractual liability and broad form property damage. B. The above liability policies shall contain a provision that the policy shall not be canceled or materially changed without 30 days' prior written notice to the City. The above liability policies shall be primary. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of the Museum to furnish the required insurance during the term of this Agreement.