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.4. serviceProviderwifl defend arid indertnify and. Save harmless th-e City from: any and all :Claims
<br />ansrng out of, in connection with, or incident to any acts, erl:ors, •omissions ; Service
<br />Provider relating to, or Arising out of its performance of, this AgTeerrient. Service Provider will defend.
<br />,And indernnify And saVe.hartnless the City whether:a Claim is asserted directly -against the City, or
<br />whether. a Clio is asserted indirectly •agiAr. the Cr', e g, a blaitn is asserted agalbst someone else who
<br />then seeks eontribution 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 SerVi-OePrOvidef'S duty to. defend :and
<br />iuderpf* and save harmless the City. The City retains the. right to approve Olaimsinvestigation and
<br />counsel assigned to said Claim and all investigation and legal work I.:egg-0111g be
<br />performed under a fiduciary relationship to theCi1y.
<br />B. The Se.iviee Provider s obligations -under this .Section 8 shall not apply to Oloiihis‘. caused by the sole
<br />negligence Ofthe City; if CO g6:-Nv 424 115 applies to a paitfetilaf Olaiin,:and (2) such Clain], -is caused
<br />by or results from the Oriettitent negligence of (a) the Service Provider, its employees,
<br />subcontractors/subconsultants or agents and (b) the City; then tile:SerVice:PtOvider's obligations under
<br />this Section g shall apply only to the extent.allowed by RCS
<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 imorohbe Law,
<br />Title 51 RCW. 8exv.iiee-Woyider roogt00-§ that this waiver of iininniffity under Title 51 ROW was,
<br />specifically entered into pursuant to the provisions of ROW 4.24.1 15.and was the subject oftingial
<br />negotiatiori.
<br />D. As Wd -in this -Wtion 8: (1) " includes t1ie:(ity, t‘11,0 01-Vp-o pipp1Oy0-0, ,4gAt.$, and
<br />representatives; (2)."Olkiins"_include all: losses„ penalties, fines, claims, demands, expenses (including,
<br />but not lithited to5 attOtOn fees and litigation e:OdniTe§), suits, judgments; or damage, -whether
<br />threatened, asserted or filed against the City, whether such Claims sound iri tort, contract, or any other
<br />legal theory, whether such Claims have been reduced to judgment or arbitration award, itfespeetiveof the
<br />type -of relief sought or .d0n4.0000 (such as ibeney'or injunctive relief), and irrespective of the type of
<br />damage alleged (such as Wily injury, damage to property; ecOnomie IOSs, general damages, special
<br />damages; or punitive damages or rnfrmgement or misappropriation of any patent copyright, trade secret,
<br />or other proprietary tight); and (3) "Service :Provider" includes Service Provider, its epplOyees,. agents,
<br />representatives and :subbontractors. .ff„ and to the extent, Servidie-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 Sedtion. 8. The provisions of
<br />this Section 8. shall ..sUrvive the expiration or termination of this Agreement,
<br />9. Itt-suratte6. Service Provider shall procure and keep in force during the term of this Agreement,.
<br />at SetviCe. Provider's o-cvn cost and expense, automobile liability insurance on all vehicles used by Service
<br />Pro-00er in the performance °fits duties under this Agreethent. Proadf Sndh insurance shall be provided
<br />to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used
<br />Jr] Min* this Agreement May be substituted for this insurance recitiiremerrt,
<br />10. Independent Contractor.
<br />A. ThiS Agreement neither constitates nor creates an emplOyeNmplOyee S'erVid.e.Previdef
<br />Must provide services under this Agreement as an independent COnttaca?r. Service Provider must comply
<br />with all federal and 'state l4wS.a.ild reg-nlatiOns A.ppiidable to independent contractors, including, but no
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<br />(FOrm _Approved by city Attorneysoffice January 1, 2..616, upplatOlylart11 13, 2O2)
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