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General Provisions - 4
<br />8. Changes. The parties may, from time to time, change the scope of the services of Service Provider
<br />to be performed hereunder. Such changes, including any increase or decrease in the scope of
<br />work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and
<br />signed by the Mayor of the City, (b) be explicitly identified as an amendment to this Agreement
<br />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. To the extent of Service Provider’s gross negligence, breach of this Agreement,
<br />willful misconduct, or violation of law (including without limitation chapter 18.86 RCW), Service
<br />Provider hereby agrees, except as otherwise provided in this Section, to defend and indemnify
<br />the City from any and all Claims arising out or relating to the performance of this Agreement by
<br />Service Provider (or by its employees, agents, representatives or subcontractors/subconsultants),
<br />whether such Claims sound in contract, tort, or any other legal theory. Service Provider is
<br />obligated to defend and indemnify the City pursuant to this Section whether a Claim is asserted
<br />directly against the City, or whether it is asserted indirectly against the City, e.g., a Claim is
<br />asserted against someone else who then seeks contribution or indemnity from the City. Service
<br />Provider’s duty to defend and indemnify 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 to the extent caused by the
<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) Service Provider, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then Service Provider’s obligations
<br />under this Section shall apply only to the extent allowed by RCW 4.24.115. Solely and expressly
<br />for the purpose of its duties to indemnify and defend the City, Service Provider specifically waives
<br />any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. Service Provider
<br />recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant
<br />to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this
<br />Section: (1) “City” includes the City, the City’s officers, employees, agents, and representatives
<br />and (2) “Claims” include, but is not limited to, any and all losses, penalties, fines, claims, demands,
<br />expenses (including, but not limited to, attorney’s fees and litigation expenses), suits, judgments,
<br />or damages, irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages. If, and to the extent,
<br />Service Provider employs or engages subconsultants or subcontractors, then Service Provider
<br />shall ensure that each such subconsultant and subcontractor (and subsequent tiers of
<br />subconsultants and subcontractors) shall expressly agree to defend and indemnify the City to the
<br />extent and on the same terms and conditions as the Service Provider pursuant to this Section.
<br />This Section survives 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
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