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<br />Page 4
<br />OAC Professional Services Agreement
<br />acts, errors, omissions, or conduct by Service Provider (or its employees, agents, representatives
<br />or 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 indemnify
<br />and save harmless the City pursuant to this Section 10 whether a Claim is asserted directly against
<br />the 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 and save harmless pursuant to this Section 10 is not in any way
<br />limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Service
<br />Provider. The Service Provider’s obligations under this Section 10 shall not apply to Claims caused
<br />by the 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 Provider’s
<br />liability under this Section 10 shall be only to the extent of Service Provider’s negligence. Solely
<br />and expressly for the purpose of its duties to indemnify and defend and save harmless the City, the
<br />Service Provider specifically waives any immunity it may have under the State Industrial Insurance
<br />Law, Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51
<br />RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the
<br />subject of mutual negotiation. As used in this Section 10: (1) “City” includes the City, the City’s
<br />officers, employees, agents, and representatives and (2) “Claims” include, but is not limited to,
<br />any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to,
<br />attorney’s fees and litigation expenses), suits, judgments, or damages, irrespective of the type of
<br />relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br />damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br />damages, or punitive damages or infringement or misappropriation of any patent, copyright, trade
<br />secret, or other proprietary right. If, and to the extent, Service Provider employs or engages
<br />subconsultants or subcontractors, then Service Provider shall ensure that each such subconsultant
<br />and subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly
<br />agree to defend and indemnify and save harmless the City to the extent and on the same terms and
<br />conditions as the Service Provider pursuant to this Section 10. The provisions of this Section 10
<br />shall survive the expiration or termination of this Agreement.
<br />
<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 />
<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.
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<br /> 2. Commercial General Liability Insurance on an occurrence basis in an amount not
<br />less than $1,000,000 per occurrence and at least $2,000,000 in the annual aggregate,
<br />DocuSign Envelope ID: 674E967A-0827-4C6B-8E8B-E15885BDBA3C
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