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7. Subletting/Assignment of Grant. The Grant Recipient shall not sublet or assign any of
<br />the Work without the express, prior written consent of the City.
<br />8. Indemnification.
<br /> A. Except as otherwise provided in this Section 8, the Grant Recipient hereby agrees
<br />to defend and indemnify the City from any and all Claims arising out of, in connection with, or
<br />incident to any negligent or intentional acts, errors, omissions, or conduct by the Grant Recipient,
<br />its employees, agents, representatives, or subcontractors/subconsultants, relating to this
<br />Agreement, whether such Claims sound in contract, tort, or any other legal theory. The Grant
<br />Recipient is obligated to defend and indemnify the City pursuant to this Section 8 whether a
<br />Claim is asserted directly against the City, or whether it is asserted indirectly against the City,
<br />e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br />City. The Grant Recipient’s duty to defend and indemnify pursuant to this Section 8 is not in any
<br />way limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Grant
<br />Recipient. The Grant Recipient shall not indemnify the City for Claims caused solely by the
<br />negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) the bodily
<br />injury damage to property for which the Grant Recipient is to indemnify the City is caused by or
<br />results from the concurrent negligence of (a) the Grant Recipient, its employees, agents,
<br />representatives, or subcontractors/subconsultants, and (b) the City, then the Grant Recipient’s
<br />duty under this Section shall be valid and enforceable only to the extent allowed by RCW
<br />4.24.115. Solely and expressly for the purposes of its duties to indemnify and defend the City,
<br />the Grant Recipient specifically waives any immunity it may have under the State Industrial
<br />Insurance Law, Title 51 RCW. The Grant Recipient recognizes that this waiver of immunity
<br />under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115
<br />and was the subject of mutual negotiation.
<br /> B. As used in this Section 8: (1) “City” includes the City, its officers, employees,
<br />agents, and representatives and (2) “Claims” includes, but is not limited to, any and all losses,
<br />penalties, fines, claims, demands, expenses (including, but not limited to, attorney’s fees and
<br />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.
<br /> C. If, and to the extent, the Grant Recipient employs or engages subconsultants or
<br />subcontractors, then Grant Recipient shall ensure that each such subconsultant and subcontractor
<br />(and 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 Grant Recipient
<br />pursuant to this Section 8.
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