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7. Subletting/Assignment of Grant. The Grant Recipient shall not sublet or assign any of
<br /> the Work without the express,prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. Except as otherwise provided in this Section 8, the Grant Recipient hereby agrees
<br /> 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,
<br /> or conduct by the Grant Recipient, its employees, agents, representatives, or
<br /> subcontractors/subconsultants, relating to this Agreement, whether such Claims
<br /> sound in contract,tort, or any other legal theory. The Grant Recipient is obligated
<br /> to defend and indemnify the City pursuant to this Section 8 whether a Claim is
<br /> 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
<br /> indemnity from the City.
<br /> The Grant Recipient's duty to defend and indemnify pursuant to this Section 8 is not in any way
<br /> limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Grant
<br /> Recipient. The Grant Recipient shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City.If(1)RCW 4.24.115 applies to a particular Claim,and(2)the bodily injury
<br /> damage to property for which the Grant Recipient is to indemnify the City is caused by or results
<br /> from the concurrent negligence of(a)the Grant Recipient, its employees, agents, representatives,
<br /> or subcontractors/subconsultants, and (b) the City, then the Grant Recipient's duty under this
<br /> Section shall be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely and
<br /> expressly for the purposes of its duties to indemnify and defend the City, the Grant Recipient
<br /> specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51
<br /> RCW. The Grant Recipient recognizes that this waiver of immunity under Title 51 RCW was
<br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual
<br /> negotiation.
<br /> B. As used in this Section 8: (1) "City" includes the City, its officers, employees,
<br /> agents,and representatives and(2)"Claims"includes,but is not limited to,any and
<br /> all losses,penalties,fines,claims,demands,expenses(including,but not limited to,
<br /> attorney's fees and litigation expenses), suits,judgments or damages, irrespective
<br /> of the type of relief sought or demanded, such as money or injunctive relief, and
<br /> irrespective of whether the damage alleged is bodily injury, damage to property,
<br /> economic loss,general damages, special damages,or punitive damages.
<br /> C. If, and to the extent, the Grant Recipient employs or engages subconsultants or
<br /> subcontractors,then Grant Recipient shall ensure that each such subconsultant and
<br /> 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
<br /> terms and conditions as,the Grant Recipient pursuant to this Section 8.
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