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General Provisions - 3
<br />in writing and signed by an authorized City representative, (b) be explicitly identified as an
<br />amendment to this Agreement and (c) become a part of this Agreement.
<br />9.Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work
<br />without the express, prior written consent of the City.
<br />10.Indemnification. Except as otherwise provided in this Section 10, the Service Provider hereby
<br />agrees to defend and indemnify and save harmless the City from any and all Claims arising out of,
<br />in connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct
<br />by Service Provider (or its employees, agents, representatives or subcontractors/subconsultants)
<br />relating to this Agreement, whether such Claims sound in contract, tort, or any other legal theory.
<br />The Service Provider is obligated to defend and indemnify and save harmless the City pursuant to
<br />this Section 10 whether a Claim is asserted directly against the City, or whether it is asserted
<br />indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. The Service Provider’s duty to defend and indemnify and
<br />save harmless pursuant to this Section 10 is not in any way limited to, or by the extent of,
<br />insurance obtained by, obtainable by, or required of the Service Provider. The Service Provider’s
<br />obligations under this Section 10 shall not apply to Claims caused by the sole negligence of the
<br />City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results
<br />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
<br />under this Section 10 shall be only to the extent of Service Provider’s negligence. Solely and
<br />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 subject
<br />of 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
<br />subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly agree
<br />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 />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 policies
<br />of insurance as set forth in this Section 11.A with companies authorized to do business in the
<br />State of Washington, which are rated at least “A-” or better and with a numerical rating of no
<br />less than seven (7), by A.M. Best 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
<br />provide Workers’ Compensation Insurance for its employees, unless the Service
<br />Provider covers such employees.
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