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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 City.
<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 City from any and all Claims
<br /> arising out of, in connection with, or incident to any negligent or intentional acts, errors,
<br /> omissions, or conduct by Service Provider (or its employees, agents, representatives or
<br /> subcontractors/subconsultants) relating to this Agreement, whether such Claims sound in
<br /> contract, tort, or any other legal theory. The Service Provider is obligated to defend and
<br /> indemnify the City pursuant to this Section 10 whether a Claim is asserted directly against the
<br /> City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the City. The Service Provider's
<br /> duty to defend and indemnify pursuant to this Section 10 is not in any way limited to, or by
<br /> the extent of, insurance obtained by, obtainable by, or required of the Service Provider. The
<br /> Service Provider's obligations under this Section 10 shall not apply to Claims caused by the
<br /> sole negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) such
<br /> Claim is caused by or results from the concurrent negligence of(a) the Service Provider, its
<br /> employees, subcontractors/subconsultants or agents and (b) the City, then the Service
<br /> Provider's obligations under this Section 10 shall apply only to the extent allowed by RCW
<br /> 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> City, the Service Provider specifically waives any immunity it may have under the State
<br /> Industrial Insurance Law,Title 51 RCW. The Service Provider recognizes that this waiver of
<br /> immunity under Title 51 RCW was specifically entered into pursuant to the provisions of
<br /> RCW 4.24.115 and was the subject of mutual negotiation. As used in this Section 10: (1)
<br /> "City" includes the City, the City's officers, employees, agents, and representatives and (2)
<br /> "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,
<br /> judgments, or damages, irrespective of the type of relief sought or demanded,such as money
<br /> or injunctive relief, and irrespective of whether the damage alleged is bodily injury, damage
<br /> to property, economic loss, general damages, special damages, or punitive damages or
<br /> infringement or misappropriation of any patent, copyright, trade secret, or other proprietary
<br /> right. If, and to the extent, Service Provider employs or engages subconsultants or
<br /> subcontractors, then Service Provider shall ensure that each such subconsultant and
<br /> subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly
<br /> agree to defend and indemnify the City to the extent and on the same terms and conditions as
<br /> the Service Provider pursuant to this Section 10. The provisions of this Section 10 shall
<br /> 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 City.
<br /> Page 4
<br /> (Form Approved by City Attorney's Office January 7,2010,updated January 6,2022)
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