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Terms and Conditions - 3 <br />B. Independent Contractor. Seller, its subcontractors, agents and employees are independent <br />Suppliers performing services for the City and are not employees of City. <br />C. Indemnification. To the extent of Seller’s negligence, breach of this Agreement, violation or <br />law, or willful misconduct, and except as otherwise provided in this Section, Seller hereby <br />agrees to defend and indemnify and save harmless the City from any and all losses, claims, <br />and liabilities arising from or relating to this Agreement. Seller’s duty to defend and indemnify <br />and save harmless pursuant to this Section is not in any way limited to, or by the extent of, <br />insurance obtained by, obtainable by, or required of the Seller. Seller’s obligations under this <br />Section shall not apply to Claims caused by the sole negligence of the City. Solely and <br />expressly for the purpose of its duties to indemnify and defend and save harmless the City, <br />the Seller specifically waives any immunity it may have under the State Industrial Insurance <br />Law, Title 51 RCW. Seller 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 <br />mutual negotiation. This Section shall survive the expiration or termination of this <br />Agreement. <br />D. Insurance. <br />1. Seller shall comply with the following conditions and procure and keep in force during the <br />term of this Agreement, at Seller’s own cost and expense, the policies of insurance as set <br />forth in this Section with companies authorized to do business in the State of Washington, <br />which are rated at least “A-” or better and with a numerical rating of no less than seven <br />(7), by A.M. Best Company and which are acceptable to the City. <br />i. Workers’ Compensation Insurance as required by applicable law and Employer’s <br />Liability Insurance with limits not less than $1,000,000 per occurrence. If the City <br />authorizes sublet work, Seller shall require each subcontractor to provide <br />Workers’ Compensation Insurance for its employees, unless Seller covers such <br />employees. <br />ii. Commercial General Liability Insurance on an occurrence basis in an amount not <br />less than $1,000,000 per occurrence and at least $2,000,000 in the annual <br />aggregate. <br />iii. Business Automobile Liability Insurance in an amount not less than $1,000,000 <br />per occurrence. <br />2. The above liability policies shall be primary as to the City and shall contain a provision that <br />the policy shall not be canceled or materially changed without 30 days prior written notice <br />to the City. No cancellation provision in any insurance policy shall be construed in <br />derogation of the continuous duty of Seller to furnish the required insurance. The City of <br />Everett shall be additional insured on the commercial general liability insurance and the <br />automobile insurance. <br />3. Seller shall provide the City or the City’s designee with a certificate of insurance <br />acceptable to the City Attorney evidencing the required insurance. <br />E. Audits and Inspections. In addition to any other audit or inspection rights elsewhere in this <br />Agreement, at any time during normal business hours and as often as the City may deem <br />necessary, Seller shall make available to the City for the City’s examination all of Seller’s <br />records and documents with respect to all matters covered by this Agreement.