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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
<br /> is not in any way limited to, or by the extent of, insurance obtained by, obtainable by, or required
<br /> of the Service Provider. The Service Provider's obligations under this Section 10 shall not apply
<br /> to Claims caused by the sole negligence of the City. If(1) RCW 4.24.115 applies to a particular
<br /> Claim, and (2) such Claim is caused by or results from the concurrent negligence of (a)the
<br /> Service Provider, its employees, subcontractors/subconsultants or agents and (b) the City, then
<br /> the Service Provider's obligations under this Section 10 shall apply only to the extent allowed by
<br /> RCW 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> City, the Service Provider specifically waives any immunity it may have under the State
<br /> Industrial Insurance Law, Title 51 RCW. The Service Provider recognizes that this waiver of
<br /> immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW
<br /> 4.24.115 and was the subject of mutual negotiation. As used in this Section 10: (1) "City"
<br /> includes the City, the City's officers, employees, agents, and representatives and (2) "Claims"
<br /> include, but is not limited to, any and all losses, penalties, fines, claims, demands, expenses
<br /> (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or
<br /> damages, irrespective of the type of relief sought or demanded, such as money or injunctive
<br /> relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br /> economic loss, general damages, special damages, or punitive damages. If, and to the extent,
<br /> Service Provider employs or engages subconsultants or subcontractors, then Service Provider
<br /> 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 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 /> Page 4
<br /> (Form Approved by City Attorney's Office January 7,2010,updated November 21,2016)
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