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General Provisions - 3
<br />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, Service Provider hereby agrees to
<br />defend and indemnify and save harmless the City from any and all Claims arising out of, in
<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or willful
<br />misconduct 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. Service Provider is obligated to defend and indemnify
<br />and save harmless the City pursuant to this Section 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. Service Provider’s duty to
<br />defend and indemnify and save harmless pursuant to this Section is not in any way limited to, or
<br />by the extent of, insurance obtained by, obtainable by, or required of Service Provider. Service
<br />Provider’s obligations under this Section shall not apply to Claims caused by the sole negligence
<br />of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or
<br />results from the concurrent negligence of (a) Service Provider, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then Service Provider’s liability under
<br />this Section shall be only to the extent of Service Provider’s negligence. Solely and expressly for
<br />the purpose of its duties to indemnify and defend and save harmless the City, Service Provider
<br />specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51
<br />RCW. Service Provider recognizes that this waiver of immunity under Title 51 RCW was specifically
<br />entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual
<br />negotiation. As used in this Section: (1) “City” includes the City, the City’s officers, employees,
<br />agents, and representatives and (2) “Claims” include, 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 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 Service Provider pursuant to this Section. The provisions of this Section shall survive
<br />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 with companies authorized to do business in the State
<br />of Washington, which are rated at least “A-” or better and with a numerical rating of no less
<br />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, Service Provider shall require each subcontractor to provide
<br />Workers’ Compensation Insurance for its employees, unless Service Provider covers
<br />such employees.
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