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IX. INDEMNIFICATION
<br />Except as otherwise provided in this Section, VOA hereby agrees to defend and indemnify
<br />and save harmless the City from any and all Claims arising out of, in connection with, or incident to
<br />the Services or any negligent or intentional acts, errors, omissions, or conduct by VOA (or its
<br />employees, agents, representatives or subcontractors/subconsultants) relating to this Agreement,
<br />whether such Claims sound in contract, tort, or any other legal theory. VOA is obligated to defend
<br />and indemnify the City pursuant to this Section whether a Claim is asserted directly against the City,
<br />or whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else
<br />who then seeks contribution or indemnity from the City. VOA's duty to defend and indemnify
<br />pursuant to this Section is not in any way limited to, or by the extent of, insurance obtained by,
<br />obtainable by, or required of VOA. VOA's obligations under this Section shall not apply to Claims
<br />caused by the sole negligence of the City. If (I) RCW 4.24.115 applies to a particular Claim, and (2)
<br />such Claim is caused by or results from the concurrent negligence of (a) the VOA, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then the VOA's obligations under this
<br />Section shall apply only to the extent allowed by RCW 4.24.115. Solely and expressly for the
<br />purpose of its duties to indemnify and defend the City, VOA specifically waives any immunity it
<br />may have under the State Industrial Insurance Law, Title 51 RCW. VOA recognizes that this waiver
<br />of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW
<br />4.24.115 and was the subject of mutual negotiation. As used in this Section: (1) "City" includes the
<br />City, the City's officers, employees, agents, and representatives and (2) "Claims" include, but is not
<br />limited to, any and all losses, penalties, fines, claims, demands, expenses (including, but not limited
<br />to, attorney's fees and litigation expenses), suits, judgments, or damages, irrespective of the type of
<br />relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br />damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br />damages, or punitive damages. If, and to the extent, VOA employs or engages subconsultants or
<br />subcontractors, then VOA shall ensure that each such subconsultant and subcontractor (and
<br />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 VOA pursuant to this
<br />Section.
<br />X. MISCELLANEOUS
<br />A. Employment/Conflict of Interest
<br />VOA warrants that it has not employed or retained any company or person, other than a
<br />bona fide employee working solely for the VOA, to solicit or secure this Agreement and that it has
<br />not paid or agreed to pay any company or person, other than a bona fide employee working solely
<br />for the VOA, any fee, commission, percentage, brokerage fee, gifts, or any other consideration,
<br />contingent upon or resulting from the award or making of this Agreement. For breach or violation of
<br />this warranty, the City shall have the right to annul this Agreement without liability or, in its
<br />discretion, to deduct from the Agreement price or consideration or otherwise recover, the full
<br />amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Further, it is
<br />recognized that VOA may or will be performing services during the term of this Agreement for other
<br />parties; however, such performance of other services shall not conflict with or interfere with VOA 's
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