2017/12/13 Council Agenda Packet

a Claim is asserted against someone else who then seeks contribution or indemnity from the City. B. ESDA's obligations under this Section 8 shall not apply to Claims caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results from the concurrent negligence of (a) ESDA, its employees, subcontractors/subconsultants or agents and (b) the City, then the ESDA's obligations under this Section 8 shall apply only to the extent allowed by RCW 4.24.115. C. Solely and expressly for the purpose of its duties to indemnify and defend the City, ESDA specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. ESDA recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. D. As used in this Section 8: (1) "City" includes the City, the City's officers, employees, agents, and representatives; (2) "Claims" include all losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage, whether threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or any other legal theory, whether such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded (such as money or injunctive relief), and irrespective of the type of damage alleged (such as bodily injury, damage to property, economic loss, general damages, special damages, or punitive damages); and (3) "ESDA" includes Service ESDA, its employees, agents, representatives and subcontractors 7. Compliance with Laws. ESDA shall comply with all applicable federal, state and local laws, rules, and regulations in performing this Agreement. 8. Termination. The City reserves the right to terminate this Agreement upon thirty (30) days written notice to ESDA if the City determines that the original intent is not being fulfilled or if the City determines that termination serves the purpose of the City, which determination is at the City's sole discretion. Within thirty (30) days after the termination effective date, ESDA shall deliver to the City a prorated refund of City's $50,000 payment, with the proration based on the number of days remaining between the termination effective date and the originally scheduled termination date. However, if termination is based upon a breach of this Agreement by ESDA, the City shall have the right to recover all amounts paid under this Agreement. 9. Entire Agreement. This Agreement contains the complete and integrated understanding and Agreement between the parties and supersedes any understanding, Agreement or negotiation whether oral or written not set forth herein. 10. Modification. This Agreement may be modified only by agreement between the parties reduced to writing and executed with the same formalities as required for the execution of this Agreement. 3