|
DocuSign Envelope ID:7D576F3F-FF76-4862-ADAB-740575BF2699
<br /> Agreement, whether such Claims sound in contract, tort, or any other legal theory. The Grant
<br /> Recipient is obligated to defend and indemnify the City pursuant to this Section 8 whether a
<br /> Claim is asserted directly against the City, or whether it is asserted indirectly against the City,
<br /> e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br /> City. The Grant Recipient's duty to defend and indemnify pursuant to this Section 8 is not in any
<br /> way limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Grant
<br /> Recipient. The Grant Recipient shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) the bodily
<br /> injury damage to property for which the Grant Recipient is to indemnify the City is caused by or
<br /> results from the concurrent negligence of (a) the Grant Recipient, its employees, agents,
<br /> representatives, or subcontractors/subconsultants, and (b) the City, then the Grant Recipient's
<br /> duty under this Section shall be valid and enforceable only to the extent allowed by RCW
<br /> 4.24.115. Solely and expressly for the purposes of its duties to indemnify and defend the City,
<br /> the Grant Recipient specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. The Grant Recipient recognizes that this waiver of immunity
<br /> under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115
<br /> and was the subject of mutual negotiation.
<br /> B. As used in this Section 8: (1) "City" includes the City, its officers, employees,
<br /> agents, and representatives and (2) "Claims" includes, but is not limited to, any and all losses,
<br /> penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees and
<br /> litigation expenses), suits, judgments or damages, irrespective of the type of relief sought or
<br /> demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br /> bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages.
<br /> C. If, and to the extent, the Grant Recipient employs or engages subconsultants or
<br /> subcontractors, then Grant Recipient shall ensure that each such subconsultant and subcontractor
<br /> (and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br /> indemnify the City to the extent, and on the same terms and conditions as, the Grant Recipient
<br /> pursuant to this Section 8.
<br /> 9. Insurance. The Grant Recipient shall procure and keep in force during the term of this
<br /> Agreement, at Grant Recipient's own cost and expense, automobile liability insurance on all
<br /> vehicles used by Grant Recipient in the performance of this Agreement. Proof of such insurance
<br /> shall be provided to the City prior to performing any Work hereunder. A statement certifying that
<br /> no vehicle will be used in fulfilling this Agreement may be substituted for this insurance
<br /> requirement.
<br /> 10. Independent Contractor.
<br /> A. This Agreement neither constitutes nor creates an employer-employee
<br /> relationship. Grant Recipient must provide service under this Agreement as an independent
<br /> contractor. Grant Recipient must comply with all federal and state laws and regulations
<br /> applicable to independent contractors including, but not limited to, the requirements listed in this
<br /> Page 3 of 7
<br />
|