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<br /> A. Service Provider will defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with,or incident to any acts,errors,omissions, or conduct by Service Provider relating to,or
<br /> arising out of its negligent performance of,this Agreement. Service Provider will defend and indemnify
<br /> the City whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly
<br /> against the City,e.g., a Claim is asserted against someone else who then seeks contribution or indemnity
<br /> from the City. The amount of insurance obtained by, obtainable by,or required of Service Provider does
<br /> not in any way limit Service Provider's duty to defend and indemnify the City. The City retains the right
<br /> to approve Claims investigation and counsel assigned to said Claim and all investigation and legal work
<br /> regarding said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Service Provider and the City agree that the term "damages"as used in RCW 4.24.115 (and referred to
<br /> in this Contract as"Damages")means a final judgment in a judicial proceeding for damages arising out of
<br /> bodily injury to persons or damage to property.The City and Service Provider expressly agree Damages
<br /> do not include or apply to any third-party claims,demands or suits that have not been reduced to final
<br /> judgment. Service Provider is not required to indemnify the City, its officers, agents,and employees for
<br /> Damages caused solely by the negligence of the City. If Damages are caused by, or result from,the
<br /> concurrent negligence of Service Provider and the City,then Service Provider shall indemnify the City
<br /> only to the extent of Service Provider's negligence.
<br /> C. As used in this section: (1)"City" includes the City's officers, employees,agents, and representatives;
<br /> (2)"Claims" include all losses,claims,demands,expenses(including,but not limited to,attorney's fees
<br /> and litigation expenses),suits,judgments,or damage,whether threatened,asserted or filed against the
<br /> City, whether such Claims sound in tort,contract,,or any other legal theory,whether such Claims have
<br /> been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded (such
<br /> as money or injunctive relief),and irrespective of the type of damage alleged(such as bodily injury,
<br /> damage to property, economic loss, general damages, special damages,or punitive damages);and(3)
<br /> "Service Provider"includes Service Provider, its employees, agents,representatives and subcontractors.
<br /> If,and to the extent, Service Provider employs or engages subcontractors,then Service Provider shall
<br /> ensure that each such subcontractor(and subsequent tiers of subcontractors)shall expressly agree to
<br /> defend and indemnify the City to the extent and on the same terms and conditions as Service Provider
<br /> pursuant to this section.
<br /> 9. Insurance. Service Provider shall procure and keep in force during the term of this Agreement,
<br /> at Service Provider's own cost and expense,automobile liability insurance on all vehicles used by Service
<br /> Provider in the performance of its duties under this Agreement. Proof of such insurance shall be provided
<br /> to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used
<br /> in fulfilling this Agreement may be substituted for this insurance requirement.
<br /> 10. Independent Contractor.
<br /> A. This Agreement neither constitutes nor creates an employer-employee relationship. As an
<br /> independent contractor, Service Provider shall be responsible for all obligations relating to federal income
<br /> tax, self-employment FICA taxes and contributions, and all other so called employer taxes and
<br /> contributions, including,but not limited to, industrial insurance(Workmen's Compensation). Service
<br /> Provider agrees to indemnify, defend and hold the City harmless from any claims,valid or otherwise,
<br /> made against the City because of these obligations.
<br /> B. Any and all employees of Service Provider, while engaged in the performance of any Work, shall
<br /> be considered employees of Service Provider only and not of the City,and any and all claims that may or
<br /> might arise under the Worker's Compensation Act on behalf of said employees or Service Provider, while
<br /> so engaged in any and all claims made by a third party as a consequence of any negligent act or omission
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