|
J
<br /> 9. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the
<br /> Work without the express,prior written consent of the City.
<br /> 10. Indemnification. As used in this section, "Indemnified Parties" include the City and
<br /> OliverMcMillan, LLC, a California limited liability company, and their respective officers,
<br /> directors, agents, shareholders, partners, members, owners, successors and employees. As used
<br /> in this paragraph: (1) "City" includes the City's officers, employees, agents, and representatives
<br /> and (2) "Claims" include, but is not limited to, any and all losses, claims, demands, fines,
<br /> penalties and other charges which may be imposed upon the Indemnified Parties because of
<br /> Contractor's failure to adhere to laws, or regulations, expenses (including, but not limited to,
<br /> attorney's fees and litigation expenses), suits, judgments, liens, or damage, irrespective of the
<br /> type of relief sought or demanded, such as money or injunctive relief, and irrespective of whether
<br /> the damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br /> damages, or punitive damages. Except as otherwise provided in this section, the Contractor
<br /> hereby agrees to hold harmless, defend and indemnify the Indemnified Parties from any and all
<br /> Claims arising out of,or alleged to arise out of,in connection with,or incident to any acts,errors,
<br /> omissions, or conduct by Contractor (or its employees, agents, representatives,
<br /> subcontractors/subconsultants) relating to this Agreement. The Contractor is obligated to defend
<br /> and indemnify the Indemnified Parties pursuant to this section whether a Claim is asserted
<br /> directly against the Indemnified Parties, or whether it is asserted indirectly against the
<br /> Indemnified Parties,e.g. a Claim is asserted against someone else who then seeks contribution or
<br /> indemnity from the City. The Contractor's duty to defend and indemnify pursuant to this section
<br /> is specifically limited to the coverage provided by and the extent of insurance required of the
<br /> Contractor.
<br /> The Contractor shall not indemnify the Indemnified Parties for Claims caused solely by the
<br /> negligence of one or more of the Indemnified Parties. If(1)RCW 4.24.115 applies to a particular
<br /> Claim, and (2) the bodily injury or damage to property for which the Contractor is to indemnify
<br /> the Indemnified Parties is caused by or results from the concurrent negligence of (a) the
<br /> Contractor, its employees, subcontractors/subconsultants or agents and (b) one or more of the
<br /> Indemnified Parties, then the Contractor's duty to indemnify shall be valid and enforceable only
<br /> to the extent allowed under RCW 4.24.115. Solely and expressly for the purpose of its duties to
<br /> indemnify and defend the Indemnified Parties,the Contractor specifically waives any immunity it
<br /> may have under the State Industrial Insurance Law, Title 51 RCW. The Contractor recognizes
<br /> that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br /> provisions of RCW 4.24.115 and was the subject of mutual negotiation. Further, the
<br /> indemnification obligations stated herein shall not be limited in any way by any limitation on the
<br /> amount or type of damages, compensation, or benefits payable to or for any third party under the
<br /> Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. . The
<br /> Contractor's obligations pursuant to this section will survive termination or expiration of this
<br /> contract.
<br /> If, and to the extent, Contractor employs or engages subconsultants or subcontractors, then
<br /> Contractor 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 Contractor pursuant to this paragraph.
<br /> Limitation of Liability. As a material inducement to the Contractor to enter into
<br /> this Agreement, the City agrees that the Contractor's aggregate liability responsibility to
<br /> the City, including the liability of Contractor's officers, directors, employees,
<br /> 4
<br />
|