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out of, in connection with, or incident to any negligent or intentional acts, errors, omissions, or
<br />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 and save
<br />harmless the City pursuant to this Section 10 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. The Service Provider's duty to defend
<br />and indemnify and save harmless pursuant to this Section 10 is not in any way limited to, or by the
<br />extent of, insurance obtained by, obtainable by, or required of the Service Provider. The Service
<br />Provider's obligations under this Section 10 shall not apply to Claims caused by the sole
<br />negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is
<br />caused by or results from the concurrent negligence of (a) the Service Provider, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then the Service Provider's liability under
<br />this Section 10 shall be only to the extent of Service Provider's negligence. Solely and expressly
<br />for the purpose of its duties to indemnify and defend and save harmless the City, the Service
<br />Provider specifically waives any immunity it may have under the State Industrial Insurance Law,
<br />Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51 RCW
<br />was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br />mutual negotiation. As used in this Section 10: (1) "City" includes the City, the City's officers,
<br />employees, agents, and representatives and (2) "Claims" include, but is not limited to, any and all
<br />losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees
<br />and litigation expenses), suits, judgments, or damages, irrespective of the type of relief sought or
<br />demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br />bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br />damages or infringement or misappropriation of any patent, copyright, trade secret, or other
<br />proprietary 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 subcontractor
<br />(and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br />indemnify and save harmless the City to the extent and on the same terms and conditions as the
<br />Service Provider pursuant to this Section 10. The provisions of this Section 10 shall survive the
<br />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 />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 City
<br />authorizes sublet work, the Service Provider shall require each subcontractor to provide
<br />Workers' Compensation Insurance for its employees, unless the Service Provider covers
<br />such employees.
<br />Page 4
<br />(Form Approved by City Attorney's Office January 7, 2010, updated December 2, 2022)
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