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8. Indemnification.
<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 performance of, this Agreement. Service Provider will defend and indemnify the City
<br />whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the
<br />City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br />City. The amount of insurance obtained by, obtainable by, or required of Service Provider does not in any
<br />way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve
<br />Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br />said Claim shall be performed under a fiduciary relationship to the City.
<br />B. The Service Provider's obligations under this Section 8 shall not apply to Claims caused by the sole
<br />negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused
<br />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 under
<br />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 Provider
<br />specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51 RCW.
<br />Service Provider recognizes that this waiver of immunity under Title 51 RCW was specifically entered
<br />into pursuant to the provisions of RCW 4.24.115 and was the subject of 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 (including,
<br />but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage, whether
<br />threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or any other
<br />legal theory, whether such Claims have been reduced to judgment or arbitration award, irrespective of the
<br />type of relief sought or demanded (such as money or injunctive relief), and irrespective of the type of
<br />damage alleged (such as bodily injury, damage to property, economic loss, general damages, special
<br />damages, or punitive damages); and (3) "Service Provider" includes Service Provider, its employees,
<br />agents, representatives and subcontractors. If, and to the extent, Service Provider employs or engages
<br />subcontractors, then Service Provider shall ensure that each such subcontractor (and subsequent tiers of
<br />subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the same
<br />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 Agreement, at
<br />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. Service Provider
<br />must provide services under this Agreement as an independent contractor. Service Provider must comply
<br />with all federal and state laws and regulations applicable to independent contractors including, but not
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<br />(Form Approved by City Attorney's Office January 1, 2010, updated August 16, 2019)
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