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9. Sublettin2/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 /> IL 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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