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1)
<br /> A. Service Provider will defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with, or incident to any acts, errors, omissions, or conduct by Service Provider relating to, or
<br /> arising out of its performance of, this Agreement. Service Provider will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the
<br /> City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br /> City. The amount of insurance obtained by, obtainable by,or required of Service Provider does not in any
<br /> way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve
<br /> Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br /> said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Service Provider and the City agree that the term"damages"as used in RCW 4.24.115 (and referred to
<br /> in this Contract as"Damages") means a final judgment in a judicial proceeding for damages arising out of
<br /> bodily injury to persons or damage to property. The City and Service Provider expressly agree Damages
<br /> do not include or apply to any third-party claims, demands or suits that have not been reduced to final
<br /> judgment. Service Provider is not required to indemnify the City, its officers, agents, and employees for
<br /> Damages caused solely by the negligence of the City. If Damages are caused by, or result from, the
<br /> concurrent negligence of Service Provider and the City, then Service Provider shall indemnify the City
<br /> only to the extent of Service Provider's negligence.
<br /> C. As used in this section: (1)"City" includes the City's officers, employees, agents, and representatives;
<br /> (2) "Claims" include all losses, claims, demands, expenses (including, but not limited to, attorney's fees
<br /> and litigation expenses), suits, judgments, or damage, whether threatened, asserted or filed against the
<br /> City, whether such Claims sound in tort, contract, or any other legal theory, whether such Claims have
<br /> been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded(such
<br /> as money or injunctive relief), and irrespective of the type of damage alleged (such as bodily injury,
<br /> damage to property, economic loss, general damages, special damages, or punitive damages); and (3)
<br /> "Service Provider" includes Service Provider, its employees, agents, representatives and subcontractors.
<br /> If, and to the extent, Service Provider employs or engages subcontractors, then Service Provider shall
<br /> ensure that each such subcontractor (and subsequent tiers of subcontractors) shall expressly agree to
<br /> defend and indemnify the City to the extent and on the same terms and conditions as Service Provider
<br /> pursuant to this section.
<br /> 9. 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 /> 10. Independent Contractor.
<br /> A. This Agreement neither constitutes nor creates an employer-employee relationship. As an
<br /> independent contractor, Service Provider shall be responsible for all obligations relating to federal income
<br /> tax, self-employment FICA taxes and contributions, and all other so called employer taxes and
<br /> contributions, including,but not limited to, industrial insurance(Workmen's Compensation). Service
<br /> Provider agrees to indemnify, defend and hold the City harmless from any claims,valid or otherwise,
<br /> made against the City because of these obligations.
<br /> B. Any and all employees of Service Provider, while engaged in the performance of any Work, shall be
<br /> considered employees of Service Provider only and not of the City, and any and all claims that may or
<br /> might arise under the Worker's Compensation Act on behalf of said employees or Service Provider,while
<br /> so engaged in any and all claims made by a third party as a consequence of any negligent act or omission
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