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10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
<br /> hereby agrees to defend and indemnify the City from any and all Claims arising out of, in
<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 the
<br /> City, e.g.,a Claim is asserted against someone else who then seeks contribution or indemnity from
<br /> the City. The Service Provider's duty to defend and indemnify pursuant to this Section 10 is not
<br /> in any way limited to, or by the extent of,insurance obtained by, obtainable by, or required of the
<br /> Service Provider. The Service Provider's obligations under this Section 10 shall not apply to
<br /> 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 Service
<br /> Provider, 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,the
<br /> Service Provider specifically waives any immunity it may have under the State Industrial Insurance
<br /> Law, Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51
<br /> RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the
<br /> subject of mutual negotiation. As used in this Section 10: (1) "City"includes the City, the City's
<br /> officers, employees, agents, and representatives and (2) "Claims" include, but is not limited to,
<br /> any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to,
<br /> attorney's fees and litigation expenses), suits,judgments, or damages, irrespective of the type of
<br /> relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br /> damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br /> damages, or punitive damages. If, and to the extent, Service Provider employs or engages
<br /> subconsultants or subcontractors, then Service Provider shall ensure that each such subconsultant
<br /> and subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly
<br /> agree to defend and indemnify the City to the extent and on the same terms and conditions as the
<br /> 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 force
<br /> during the term of this Agreement, at Service Provider's own cost and expense, the following
<br /> policies of insurance with companies authorized to do business in the State of Washington, which
<br /> are rated at least"A"or better and with a numerical rating of no less than seven(7), by A.M. Best
<br /> 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.
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<br /> Alta Planning&Design 2018
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