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A. Service Provider will defend and indemnify and save harmless the City from any and all Claims
<br /> arising out of,in connection with,or incident to any acts,errors,omissions,or conduct by Service
<br /> Provider relating to,or arising out of its performance of,this Agreement. Service Provider will defend
<br /> and indemnify and save harmless the City whether a Claim is asserted directly against the City,or
<br /> whether a Claim is asserted indirectly against the City,e.g.,a Claim is asserted against someone else who
<br /> then seeks contribution or indemnity from the City.The amount of insurance obtained by,obtainable by,
<br /> or required of Service Provider does not in any way limit Service Provider's duty to defend and
<br /> indemnify and save harmless the City. The City retains the right to approve Claims investigation and
<br /> counsel assigned to said Claim and all investigation and legal work regarding said Claim shall be
<br /> 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 and save harmless the City,
<br /> Service 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 mutual
<br /> 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 or infringement or misappropriation of any patent,copyright,trade secret,
<br /> or other proprietary right);and(3)"Service Provider"includes Service Provider,its employees,agents,
<br /> 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 and save harmless the City to the extent
<br /> and on the same terms and conditions as Service Provider pursuant to this Section 8. The provisions of
<br /> this Section 8 shall survive the expiration or termination of this Agreement.
<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. 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 March 13,2022)
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