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General Provisions - 3
<br />or agents and (b) the City, then Service Provider’s liability under this Section shall be only to the
<br />extent of Service Provider’s negligence. Solely and expressly for the purpose of its duties to
<br />indemnify and defend and save harmless the City, Service Provider specifically waives any
<br />immunity it may have under the State Industrial Insurance Law, Title 51 RCW. Service Provider
<br />recognizes that this waiver of immunity under Title 51 RCW was specifically entered into
<br />pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used
<br />in this Section: (1) “City” includes the City, the City’s officers, employees, agents, and
<br />representatives and (2) “Claims” include, but is not limited to, any and all losses, penalties, fines,
<br />claims, demands, expenses (including, but not limited to, attorney’s fees and litigation
<br />expenses), suits, judgments, or damages, irrespective of the type of relief sought or demanded,
<br />such as money or injunctive relief, and irrespective of whether the damage alleged is bodily
<br />injury, damage to property, economic loss, general damages, special damages, or punitive
<br />damages or infringement or misappropriation of any patent, copyright, trade secret, or other
<br />proprietary right. If, and to the extent, Service Provider employs or engages subconsultants or
<br />subcontractors, then Service Provider shall ensure that each such subconsultant and
<br />subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly agree
<br />to defend and indemnify and save harmless the City to the extent and on the same terms and
<br />conditions as Service Provider pursuant to this Section. The provisions of this Section shall
<br />survive the termination of this Agreement.
<br />11. 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
<br />by Service Provider in the performance of its duties under this Agreement. Proof of such
<br />insurance shall be provided to the City prior to performing any services hereunder. A statement
<br />certifying that no vehicle will be used in fulfilling this Agreement may be substituted for this
<br />insurance requirement.
<br />12. 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
<br />reasonably necessary for that purpose. All work shall be done at Service Provider’s own risk, and
<br />Service Provider shall be solely responsible for any loss of or damage to Service Provider’s
<br />materials, tools, or other articles used or held for use in connection with the work.
<br />13. Independent Contractor.
<br />A. This Agreement neither constitutes nor creates an employer-employee relationship.
<br />Service Provider must provide services under this Agreement as an independent
<br />contractor. Service Provider must comply with all federal and state laws and regulations
<br />applicable to independent contractors including, but not limited to, the requirements listed
<br />in this Section. Service Provider agrees to indemnify and defend the City from and against
<br />any claims, valid or otherwise, made against the City because of these obligations.
<br />B. In addition to the other requirements of this Section, if Service Provider is a sole proprietor,
<br />Service Provider agrees that Service Provider is not an employee or worker of the City
<br />under Chapter 51 of the Revised Code of Washington, Industrial Insurance for the service
<br />performed in accordance with this Agreement, by certifying to the following:
<br />(1) Service Provider is free from control or direction over the performance of the
<br />service; and
<br />(2) The service performed is outside the usual course of business for the City, or will
<br />not be performed at any place of business of the City, or Service Provider is
<br />responsible for the costs of the principal place of business from which the
<br />service is performed; and
<br />(3) Service Provider is customarily engaged in an independently established
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