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Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
<br />Contractor, or any employee of the Contractor.
<br />6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents,
<br />officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or
<br />suits including attorney fees, to the extent caused by the negligent acts or omissions of the Contractor
<br />under this Agreement. Should a court of competent jurisdiction determine that this Agreement is
<br />subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
<br />or damages to property caused by or resulting from the concurrent negligence of the Contractor and
<br />the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be
<br />only to the extent of the Contractor's negligence. It is further specifically and expressly understood
<br />that the indemnification provided herein constitutes the Contractor's waiver, as respects the City only,
<br />of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification.
<br />This waiver has been mutually negotiated by the parties. The provisions of this section shall survive
<br />the expiration or termination of this Agreement.
<br />7. Insurance. The Contractor shall procure and maintain in full force throughout the duration of this
<br />Agreement professional liability insurance with a minimum coverage of $1,000,000 per claim and
<br />$3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and form
<br />acceptable to the City in the City's sole discretion. Cancellation of the required insurance shall
<br />automatically result in termination of this Agreement.
<br />8. Record Keeping and Reporting.
<br />A. The Contractor shall maintain accounts and records, including personnel, property, financial and
<br />programmatic records which sufficiently and properly reflect all direct and indirect costs of any
<br />nature expended and services performed in the performance of this Agreement and other such
<br />records as may be deemed necessary by the City to ensure the performance of this Agreement.
<br />B. These records shall be maintained for a period of seven (7) years after termination hereof unless
<br />permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter
<br />40.14 and by the City.
<br />9. Audits and Inspections. The records and documents with respect to all matters covered by this
<br />Agreement shall be subject at all times to inspection, review or audit by law during the performance of
<br />this Agreement.
<br />10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor
<br />thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products
<br />on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for
<br />any reason, the City shall have the right to terminate this Agreement immediately.
<br />11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this
<br />Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
<br />veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the
<br />presence of any disability in the selection and retention of employees or procurement of materials or
<br />supplies.
<br />12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the
<br />services contemplated by this Agreement without the written consent of the City.
<br />13. Entire Agreement; Modification. This Agreement, together with attachments or addenda,
<br />represents the entire and integrated Agreement between the City and the Contractor and supersedes
<br />all prior negotiations, representations, or agreements written or oral. No amendment or modification
<br />of this Agreement shall be of any force or effect unless it is in writing and signed by the parties.
<br />CA Revised 1-2013 Page 3 of 8
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