Nelson/Nygaard Consulting Associates Inc. 4/2/2020

subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as Service Provider pursuant to this Section 8. 9. Insurance. Service Provider shall procure and keep in force during the term of this Agreement, at Service Provider's own cost and expense,automobile liability insurance on all vehicles used by Service Provider in the performance of its duties under this Agreement. Proof of such insurance shall be provided to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used in fulfilling this Agreement may be substituted for this insurance requirement. 10. Independent Contractor. A. This Agreement neither constitutes nor creates an employer-employee relationship. Service Provider must provide services under this Agreement as an independent contractor. Service Provider must comply with all federal and state laws and regulations applicable to independent contractors including, but not limited to,the requirements listed in this Section 10. Service Provider agrees to indemnify and defend the City from and against any claims,valid or otherwise,made against the City because of these obligations. B. In addition to the other requirements of this Section 10, if Service Provider is a sole proprietor, Service Provider agrees that Service Provider is not an employee or worker of the City under Chapter 51 of the Revised Code of Washington, Industrial Insurance for the service performed in accordance with this Agreement, by certifying to the following: (1) Service Provider is free from control or direction over the performance of the service; and (2) The service performed is outside the usual course of business for the City, or will not be performed at any place of business of the City, or Service Provider is responsible for the costs of the principal place of business from which the service is performed; and (3) Service Provider is customarily engaged in an independently established business of the same nature as the service performed, or has a principal place of business for the service performed that is eligible for a business deduction for federal income tax purposes; and (4) On the effective date of this Agreement, Service Provider is responsible for filing a schedule of expenses,for the next applicable filing period,with the internal revenue service for the type of service performed; and (5) By the effective date of this Agreement or within a reasonable time thereafter, Service Provider has established an account with the department of revenue and other state agencies,where required, for the service performed for the payment of all state taxes normally paid by employers and businesses and has registered for and received a unified business identifier number from the state of Washington;and (6) By the effective date of this Agreement, Service Provider is maintaining a separate set of records that reflect all items of income and expenses of the services performed. C. Any and all employees of Service Provider,while engaged in the performance of any Work, shall be considered employees of Service Provider only and not of the City, and any and all claims that may or might arise under the Worker's Compensation Act on behalf of said employees or Service Provider,while so engaged in any and all claims made by a third party as a consequence of any negligent act or omission on the part of Service Provider's employees,while so engaged on any of the Work, shall be the sole obligation and responsibility of Service Provider. Page 4 (Form Approved by City Attorney's Office March 16,2015,updated August 19,2019)