2011/11/30 Council Agenda Packet

10 II. TERM This Agreement shall commence on January 1,2012 and shall continue through December 31,2016. III. FINANCIAL The City shall pay the Museum the sum of Two Thousand Dollars($2,000)per month. The Museum shall invoice the City for the prior month's work and the City shall pay within thirty days of receipt.The City shall pay no more than Twenty-Four Thousand Dollars ($24,000) per calendar year. IV. TERMINATION Either party may terminate this Agreement by thirty 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 the City,the Museum, and their 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. Imagine Museum Transit Education Program 2012 -2016 2 41