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<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br />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 the City pursuant to this Section 10
<br />whether a Claim is asserted directly against the City, or whether it is asserted indirectly against
<br />the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity
<br />from the City. The Service Provider's duty to defend and indemnify pursuant to this Section 10 is
<br />not in any way limited to, or by the extent of, insurance obtained by, obtainable by, or required of
<br />the Service Provider. The Service Provider shall not indemnify the City for Claims caused solely
<br />by the negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) the
<br />bodily injury or damage to property for which the Service Provider is to indemnify the City is
<br />caused by or results 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 duty to
<br />indemnify shall be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely
<br />and expressly for the purpose of its duties to indemnify and defend the City, the Service Provider
<br />specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51
<br />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
<br />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. If, and to the extent, Service Provider employs or engages subconsultants or
<br />subcontractors, then Service Provider shall ensure that each such subconsultant and subcontractor
<br />(and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br />indemnify the City to the extent and on the same terms and conditions as the Service Provider
<br />pursuant to this Section 10.
<br />11. Insurance.
<br />A. Service Provider shall comply with the following conditions and procure and keep in
<br />force during the term of this Agreement, at Service Provider's own cost and expense, the
<br />following policies of insurance with companies authorized to do business in the State of
<br />Washington, which are rated at least "A" or better and with a numerical rating of no less than
<br />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 provide
<br />Workers' Compensation Insurance for its employees, unless the Service Provider covers
<br />such employees.
<br />2. Commercial General Liability Insurance on an occurrence basis in an amount not
<br />less than $1,000,000 per occurrence and at - least $2,000,000 in the annual aggregate,
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<br />(Form Approved by City Attorney's Office January 7, 20 10)
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