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N. It is the intent of the Parties, and it is agreed, that the Manager is not granted a
<br /> leasehold interest to exclusively occupy the Everpark Garage. The Manager is providing
<br /> management services as set forth herein and therefore should not be subject to any Leasehold
<br /> Excise Tax, RCW Chapter 82.29A. However, if it is otherwise determined and the Manager is
<br /> responsible for said tax, then the Manager is solely responsible for and shall pay the tax.
<br /> 0. The parking fee schedule may be adjusted by the Manager upon written approval of the
<br /> City. Parking fees will generally be kept comparable to rates charged by other parking facilities
<br /> in Everett. This schedule will prevail and will be consistent with the City's most current
<br /> resolution establishing parking fees as passed by City Council.
<br /> P. The Manager will submit in writing any maintenance requests over five hundred dollars
<br /> ($500), special request for other use, or promotional coordination with downtown merchant
<br /> groups. This correspondence will be directed only to the City's representative, who will in turn
<br /> coordinate the requests within the City.
<br /> 7. RISK MANAGEMENT
<br /> A. Indemnity
<br /> Except as otherwise provided in this paragraph, the Manager hereby agrees to defend and
<br /> indemnify the City from any and all Claims arising out of, in connection with, or incident to any
<br /> acts, errors, omissions, or conduct by the Manager(or its employees, agents, representatives
<br /> and subcontractors) relating to this Agreement. The Manager is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the
<br /> City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the City. The Manager's duty
<br /> to defend and indemnify pursuant to this paragraph is not in any way limited to, or by the
<br /> extent of, insurance obtained by, obtainable by, or required of the Manager. The Manager
<br /> shall not indemnify the City for Claims caused solely by the negligence of the City. Solely and
<br /> expressly for the purpose of its duties to indemnify and defend the City, the Manager
<br /> specifically waives any immunity it may have under the State Industrial Insurance Law, Title
<br /> 51 RCW. The Manager recognizes that this waiver of immunity under Title 51 RCW was
<br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br /> mutual negotiation. As used in this paragraph: (1) "City" includes the City's officers,
<br /> employees, agents, and representatives and (2) "Claims" include, but is not limited to, any
<br /> and all losses, claims, demands, expenses (including, but not limited to, attorney's fees and
<br /> litigation expenses), suits, judgments, or damage, irrespective of the type of relief sought or
<br /> demanded, such as money or injunctive relief, and irrespective of whether the damage alleged
<br /> is bodily injury, damage to property, economic loss, general damages, special damages, or
<br /> punitive damages. If, and to the extent, Manager employs or engages subcontractors, then
<br /> Manager shall ensure that each such subcontractor (and subsequent tiers of subcontractors)
<br /> shall expressly agree to defend and indemnify the City to the extent and on the same terms
<br /> and conditions as the Manager pursuant to this paragraph.
<br /> B. Insurance
<br /> 1. The Manager shall comply with the following conditions and procure and keep in force during
<br /> the term of this Agreement, at Manager's own cost and expense, the following policies of
<br /> insurance with companies authorized to do business in the State of Washington, which
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