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9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the
<br />Work without the express, prior written consent of the Cities.
<br />10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
<br />hereby agrees to defend and indemnify and save harmless the Cities from any and all Claims
<br />arising out of, in connection with, or incident to any negligent or intentional acts, errors, omissions,
<br />or conduct by Service Provider (or its employees, agents, representatives or
<br />subcontractors/subconsultants) relating to this Agreement, whether such Claims sound in contract,
<br />tort, or any other legal theory. The Service Provider is obligated to defend and indemnify the
<br />Cities pursuant to this Section 10 whether a Claim is asserted directly against the Cities, or whether
<br />it is asserted indirectly against the Cities, e.g., a Claim is asserted against someone else who then
<br />seeks contribution or indemnity from the Cities. The Service Provider's duty to defend and
<br />indemnify pursuant to this Section 10 is not in any way limited to, or by the extent of, insurance
<br />obtained by, obtainable by, or required of the Service Provider. The Service Provider's obligations
<br />under this Section 10 shall not apply to Claims caused by the sole negligence of the Cities. If (1)
<br />RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results from the
<br />concurrent negligence of (a) the Service Provider, its employees, subcontractors/subconsultants or
<br />agents and (b) the Cities, then the Service Provider's obligations under this Section 10 shall apply
<br />only to the extent allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties
<br />to indemnify and defend the Cities, the Service Provider specifically waives any immunity it may
<br />have under the State Industrial Insurance Law, Title 51 RCW. The Service Provider recognizes
<br />that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this Section
<br />10: (1) "Cities" includes Everett, Marysville, their officers, employees, agents, and representatives
<br />and (2) "Claims" include, but is not limited to, any and all losses, penalties, fines, claims, demands,
<br />expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments,
<br />or damages, irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages or infringement or
<br />misappropriation of any patent, copyright, trade secret, or other proprietary right. If, and to the
<br />extent, Service Provider employs or engages subconsultants or subcontractors, then Service
<br />Provider shall ensure that each such subconsultant and subcontractor (and subsequent tiers of
<br />subconsultants and subcontractors) shall expressly agree to defend and indemnify the Cities to the
<br />extent and on the same terms and conditions as the Service Provider pursuant to this Section 10.
<br />The provisions of this Section 10 shall survive the expiration or termination of this Agreement.
<br />11. Insurance.
<br />A. Service Provider shall comply with the following conditions and procure and keep in force
<br />during the term of this Agreement, at Service Provider's own cost and expense, the following
<br />policies of insurance with companies authorized to do business in the State of Washington, which
<br />are rated at least "A" or better and with a numerical rating of no less than seven (7), by A.M. Best
<br />Company and which are acceptable to the Cities.
<br />1. Workers' Compensation Insurance as required by Washington law and Employer's
<br />Liability Insurance with limits not less than $1,000,000 per occurrence. If the Cities
<br />authorize sublet work, the Service Provider shall require each subcontractor to provide
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<br />Everett Marysville PSA 2022
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