Washington Trails Association 8/27/2024

General Provisions - 3 B.The above liability policies shall be primary as to the City and shall contain a provision that the policy shall not be canceled or materially changed without 30 days prior written notice to the City. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Service Organization to furnish the required insurance during the term of this Agreement. C.Prior to Service Organization performing any Work, Service Organization shall provide the City or the City’s designee with a Certificate of Insurance and endorsements acceptable to the City Attorney evidencing the required insurance. Receipt by the City or the City’s designee of any certificate showing less coverage than required is not a waiver of Service Organization’s obligations to fulfill the requirements. 10.Risk of Loss. Service Organization shall be solely responsible for the safety of its employees, volunteers, agents and subcontractors in the performance of the work hereunder and shall take all protections reasonably necessary for that purpose. All work shall be done at Service Organization’s own risk, and Service Organization shall be solely responsible for any loss of or damage to Service Organization’s or volunteer’s materials, tools, or other articles used or held for use in connection with the Work. 11.Independent Contractor. A.This Agreement neither constitutes nor creates an employer-employee relationship. Service Organization must provide services under this Agreement as an independent contractor. Service Organization must comply with all federal and state laws and regulations applicable to independent contractors including, but not limited to, the requirements listed in this Section. Service Organization agrees to indemnify and defend the City from and against any claims, valid or otherwise, made against the City because of these obligations. B.Any and all employees of Service Organization, if engaged in the performance of any Work, shall be considered employees of only Service Organization and not employees of the City. Service Organization shall be solely liable for any and all claims that may or might arise under the Worker's Compensation Act on behalf of such employees or Service Organization, while so engaged and for any and all claims made by a third party as a consequence of any negligent act or omission on the part of Service Organization's employees, if so engaged on any of the Work. 12.Audits and Inspections. At any time during normal business hours and as often as the City may deem necessary, Service Organization shall make available to the City for the City’s examination all of Service Organization’s records and documents with respect to all matters covered by this Agreement. 13.City of Everett Business License. Service Organization agrees to obtain a City of Everett business license prior to performing any work pursuant to this Agreement. 14.Compliance with Federal, State and Local Laws. Service Organization shall comply with and obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of work hereunder. 15.Compliance with the Washington State Public Records Act. Service Organization acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW (the “Act”). All records owned, used or retained by the City are public records subject to disclosure unless exempt under the Act, whether or not such records are in the possession or control of the City or Service Organization. Service Organization shall cooperate with the City so that the City may comply with all of its obligations under the Act. Within ten (10) days after receipt of notice from the City, Service Organization shall deliver to the City copies of all records relating to this Agreement or relating to the Work that the City determines qualify as the City’s public records under the Act. If the City receives a public records request relating to this Agreement or relating to the Work, the