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and save harmless the City.The City retains the right to approve Claims investigation and counsel
<br />assigned to said Claim and all investigation and legal work regarding said Claim shall be performed under
<br />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.Risk of Loss.Service Provider shall be solely responsible for the safety of its employees,agents
<br />and subcontractors in the performance of the work hereunder and shall take all protections reasonably
<br />necessary for that purpose.All work shall be done at Service Provider’s own risk,and Service Provider
<br />shall be solely responsible for any loss of or damage to materials,tools,or other articles used or held for
<br />use in connection with the work.
<br />11.Independent Contractor.
<br />A.This Agreement neither constitutes nor creates an employer-employee relationship.Service
<br />Provider must provide services under this Agreement as an independent contractor.Service Provider
<br />must comply with all federal and state laws and regulations applicable to independent contractors
<br />including,but not limited to,the requirements listed in this Section.Service Provider agrees to indemnify
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<br />(Form Approved by City Attorney’s Office January 1,2010,updated December 2,2022)
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