|
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
<br /> 12
<br />
|