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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 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 Service Provider(or its
<br /> employees, agents, representatives or subcontractors/subconsultants)relating to this Agreement, whether
<br /> such Claims sound in contract,tort, or any other legal theory. The Service Provider is obligated to
<br /> defend and indemnify 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 someone
<br /> else who then seeks contribution or indemnity from the City. The Service Provider's duty to defend and
<br /> indemnify pursuant to this Section 10 is not in any way limited to, or by the extent of, insurance
<br /> obtained by, obtainable by, or required of the Service Provider.The Service Provider's obligations under
<br /> this Section 10 shall not apply to Claims caused by the sole negligence of the City. If(1)RCW 4.24.115
<br /> applies to a particular Claim,and(2) such Claim is caused by or results from the concurrent negligence
<br /> of(a) the Service Provider, its employees, subcontractors/subconsultants or agents and(b)the City,then
<br /> the Service Provider's obligations under this Section 10 shall apply only to the extent allowed by RCW
<br /> 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend the City,the
<br /> Service Provider specifically waives any immunity it may have under the State Industrial Insurance Law,
<br /> Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51 RCW was
<br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual
<br /> negotiation. As used in this Section 10: (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,penalties,
<br /> fines, claims, demands, expenses(including, but not limited to,attorney's fees and litigation expenses),
<br /> suits,judgments, or damages, irrespective of the type of relief sought or demanded, such as money or
<br /> injunctive 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, Service
<br /> Provider employs or engages subconsultants or subcontractors,then Service Provider shall ensure that
<br /> each such subconsultant and subcontractor(and subsequent tiers of subconsultants and subcontractors)
<br /> shall expressly agree to defend and indemnify the City to the extent and on the same terms and
<br /> conditions as the Service Provider pursuant to this Section 10.
<br /> 11. Insurance.
<br /> A. Service Provider shall comply with the following conditions and procure and keep in force during the
<br /> term of the Agreement, at Service Provider's own cost and expense,the following policies of insurance
<br /> with companies authorized to do business in the State of Washington,which are rated at least "A" or
<br /> better and with a numerical rating of no less than seven(7), by A.M. Best Company and which are
<br /> acceptable to the City.
<br /> 1. Workers' Compensation Insurance as required by Washington law and Employer's Liability
<br /> Insurance with limits not less than$1,000,000 per occurrence. If the City authorizes sublet work,the
<br /> Service Provider shall require each subcontractor to provide Workers' Compensation Insurance for its
<br /> employees, unless the Service Provider covers such employees.
<br /> General Conditions Page 3
<br /> Standard Document Approved 4.22.14/Office of City Attorney
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