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<br /> any and all Claims arising out or relating to the performance of this-Agreement by Service
<br /> Provider (or by its employees, agents,representatives or subcontractors/subconsultants),whether
<br /> such Claims sound in contract,tort, or any other legal theory. The Service Provider is obligated
<br /> to defend and indemnify the City pursuant to this Section 10 whether a Claim is asserted directly
<br /> against the City, or whether it is asserted indirectly against the.City, e.g., a Claim is asserted
<br /> against someone else who then seeks contribution or indemnity from the City. The Service
<br /> Provider's duty to defend and indemnify pursuant to this Section 10 is not in any way limited to,
<br /> - or by the extent of,insurance obtained by,obtainable by, or required of the Service Provider. The
<br /> Service Provider shall not indemnify the City for Claims caused solely by the negligence of the
<br /> City. If(1) RCW 4.24.115 applies to a particular Claim, and(2)the bodily injury or damage to
<br /> property for which the Service Provider is to indemnify the City is caused by or results from the
<br /> concurrent negligence of(a) the Service Provider, its employees, subcontractors/subconsultants
<br /> or agents and (b) the City, then the Service Provider's duty to indemnify shall be valid and
<br /> enforceable only to the extent allowed by RCW 4.24.115. Solely and expressly for the purpose
<br /> of its duties to indemnify and defend the City, the Service Provider specifically waives any
<br /> immunity it may have under the State Industrial Tnsurance Law, Title 51 RCW. The Service
<br /> Provider recognizes that this waiver of immunity under Title 51 RCW was specifically entered
<br /> into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As
<br /> used in this Section 10: (1) "City" includes the City, the City's officers, employees, agents, and
<br /> representatives and(2)"Claims"include,but is not limited to,any and all losses,penalties,fines,
<br /> 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
<br /> money' or injunctive relief, and irrespective of whether the damage alleged is bodily injury,
<br /> damage to property, economic loss, general damages, special damages, or punitive damages. If,
<br /> and to the extent, Service Provider employs or engages subconsultants or subcontractors, then
<br /> Service Provider shall require that each such subconsultant and subcontractor (and subsequent
<br /> • tiers of subconsultants and subcontractors) shall expressly agree to defend and indemnify the
<br /> City to the extent and on the same terms and conditions as the Service Provider pursuant to this
<br /> 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 /> HDR Professional Services Agreement
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