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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 obligations under this Section 10 shall not apply to Claims
<br /> caused by the sole negligence of the City. If(1)RCW 4.24.115 applies to a particular Claim,and
<br /> (2) such Claim is caused by or results from the concurrent negligence of(a)the Service Provider,
<br /> its employees, subcontractors/subconsultants or agents and (b) the City, then the Service
<br /> 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,
<br /> the Service Provider specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. The Service Provider recognizes that this waiver of immunity
<br /> under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115
<br /> and was the subject of mutual negotiation. As used in this Section 10: (1) "City" includes the
<br /> City,the City's officers, employees, agents, and representatives and (2) "Claims" include,but is
<br /> not limited to, any and all losses, penalties, fines, claims, demands, expenses (including, but not
<br /> limited to, attorney's fees and litigation expenses), suits,judgments, or damages, irrespective of
<br /> the type of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br /> whether the damage alleged is bodily injury, damage to property, economic loss, general
<br /> damages, special damages, or punitive damages. If, and to the extent, Service Provider employs
<br /> or engages subconsultants or subcontractors, then Service Provider shall ensure that each such
<br /> subconsultant and subcontractor(and subsequent tiers of subconsultants and subcontractors)shall
<br /> 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
<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,
<br /> including but not limited to: premises/operations (including off-site operations), blanket
<br /> contractual liability and broad form property damage.
<br /> Page 4
<br /> (Form Approved by City Attorney's Office January 7,2010,updated June 7,2012)
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