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in compensation),shall: (a)be made only in writing and signed by an authorized City representative, (b)
<br /> be explicitly identified as such and(c)become a part of this Agreement.
<br /> 8. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work
<br /> without the express, prior written consent of the City.
<br /> 9. Indemnification.
<br /> A. General. To the extent of its fault only, Service Provider will defend and indemnify the City from any
<br /> and all Claims relating to, or arising out of, Service Provider's performance of this Agreement. Service
<br /> Provider will defend and indemnify the City whether a Claim is asserted directly against the City, or
<br /> whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against someone else who
<br /> then seeks contribution 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 Service Provider's duty to defend and
<br /> indemnify the City. The City retains the right to approve Claims investigation and counsel assigned to
<br /> said Claim and all investigation and legal work regarding said Claim shall be performed under a fiduciary
<br /> relationship to the City.
<br /> B. Waiver of Workmen's Compensation Immunity. Solely and expressly for the purpose of its duties to
<br /> indemnify and defend the City, Service Provider specifically waives any immunity it may have under the
<br /> State Industrial Insurance Law, Title 51 RCW. Service Provider recognizes that this waiver of immunity
<br /> under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was
<br /> the subject of mutual negotiation.
<br /> C. Definitions. As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives; (2)"Claims" include all losses, claims, demands, expenses (including, but not limited to,
<br /> attorney's fees and litigation expenses), suits,judgments, or damage,whether threatened, asserted or filed
<br /> against the City, whether such Claims sound in tort, contract, or any other legal theory, whether such
<br /> Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought or
<br /> demanded (such as money or injunctive relief), and irrespective of the type of damage alleged (such as
<br /> bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages); and (3) "Service Provider" includes Service Provider, its employees, agents, representatives
<br /> and subcontractors. If, and to the extent, Service Provider employs or engages subcontractors, then
<br /> Service Provider shall ensure that each such subcontractor (and subsequent tiers of subcontractors) shall
<br /> expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as
<br /> Service Provider pursuant to this section.
<br /> 10. Insurance. Service Provider shall procure and keep in force during the term of this Agreement, at
<br /> 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
<br /> provided to the City prior to performing any services hereunder. A statement certifying that no vehicle
<br /> will be used in fulfilling this Agreement may be substituted for this insurance requirement.
<br /> 11. Independent Contractor.
<br /> A. The parties agree that this Agreement neither constitutes nor creates an employer-employee
<br /> relationship. As an independent contractor, Service Provider shall be responsible for all obligations
<br /> relating to federal income tax, self-employment FICA taxes and contributions, and all other so called
<br /> employer taxes and contributions, including, but not limited to, industrial insurance(Workmen's
<br /> Compensation). Service Provider agrees to indemnify,defend and hold the City harmless from any
<br /> claims,valid or otherwise,made against the City because of these obligations.
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