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8. Indemnification.
<br /> A. To the extent of Service Provider's fault, breach of this Agreement, willful misconduct, or
<br /> violation of law, Service Provider will defend and indemnify the City from any and all Claims arising
<br /> out of, in connection with, or incident to any acts, errors, omissions , or conduct by Service Provider
<br /> relating to, or arising out of its performance of, this Agreement. Service Provider will defend and
<br /> indemnify the City whether a Claim is asserted directly against the City, or whether aClaim is
<br /> asserted indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
<br /> contribution or indemnity from the City.The amount of insurance obtained by, obtainable by, or
<br /> required of Service Provider does not in any way limit Service Provider's duty to defend and
<br /> indemnify the City. The City retains the right to approve Claims investigation and counsel assigned
<br /> to said Claim and all investigation and legal work regarding said Claim shall be performed under a
<br /> fiduciary relationship to the City.
<br /> B. The Service Provider's obligations under this Section 8 shall not apply to Claims caused by the
<br /> sole negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is
<br /> caused by or results from the concurrent negligence of(a) the Service Provider, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Service Provider ' s obligations
<br /> under this Section 8 shall apply only to the extent allowed by RCW 4.24.115.
<br /> C. Solely and expressly for the purpose of its duties to indemnify and defend the City, Service
<br /> Provider specifically waives any immunity it may have under the State Industrial Insurance Law,
<br /> Title 51 RCW. Service Provider 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
<br /> mutual negotiation.
<br /> D. As used in this Section 8: (1) "City" includes the City, the City' s officers, employees, agents,and
<br /> representatives; (2) "Claims" include all losses, penalties , fines, claims, demands, expenses
<br /> (including, but not limited to, attorney's fees and litigation expenses), suits,judgments, or
<br /> damage, whether threatened, asserted or filed against the City, whether such Claims sound in tort,
<br /> contract, or any other legal theory,whether such Claims have been reduced to judgment or
<br /> arbitration award, irrespective of the type of relief sought or demanded (such as money or
<br /> injunctive relief), and irrespective of the type of damage alleged (such as bodily injury, damage to
<br /> property,economic loss, general damages, special damages, or punitive damages); and (3) "Service
<br /> Provider" includes Service Provider, its employees, agents,representatives and subcontractors. If,
<br /> and to the extent, Service Provider employs or engages subcontractors, then Service Provider shall
<br /> ensure that each such subcontractor (and subsequent tiersof
<br /> subcon tractors) shall expressly agree to defend and indemnify the City to the extent and on
<br /> the same terms and conditions as Service Provider pursuant to this Section 8.
<br /> 9. Insurance . Service Provider shall procure and keep in force during the term of this
<br /> Agreement, at Service Provider's own cost and expense, automobile liability insurance on all
<br /> vehicles used by Service Provider in the performance of its duties under this Agreement. Proof of
<br /> such insurance shall be provided to the City prior to performing any services hereunder. A
<br /> statement certifying that no vehicle will be used in fulfilling this Agreement may be substituted for
<br /> this insurance requirement.
<br /> 10. Independent Contractor.
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