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<br /> 7. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the Work
<br /> without the express,prior written consent of the City.
<br /> 8. Indemnification. Except as otherwise provided in this paragraph,the Contractor hereby agrees to
<br /> defend and indemnify the City from any and all Claims arising out of, in connection with,or incident to
<br /> any acts, errors, omissions, or conduct by Contractor(or its employees,agents, representatives
<br /> subcontractors/subconsultants)relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City,or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to,or by the extent of, insurance obtained by,obtainable by, or
<br /> required of the Contractor. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> City, the Contractor specifically waivesany immunity it may have under the State Industrial Insurance
<br /> Law,Title 51 RCW. The Contractor 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 mutual
<br /> negotiation. As used in this paragraph: (1)"City" includes the City's officers, employees,agents,and
<br /> representatives and(2)"Claims" include,but is not limited to,any and all losses, claims,demands,
<br /> expenses(including, but not limited to,attorney's fees and litigation expenses), suits,judgments,or
<br /> damage, irrespective of the type of relief sought or demanded,such as money or injunctive relief, and
<br /> irrespective of whether the damage alleged is bodily injury, damage to property,economic loss, general
<br /> damages, special damages,or punitive damages.
<br /> 9. Insurance. Contractor shall procure and keep in force during the term of this Agreement, at
<br /> Contractor's own cost and expense, automobile liability insurance on all vehicles used by Contractor
<br /> in the performance of its duties under this Agreement. Proof of such insurance shall be provided to
<br /> the City prior to performing any services hereunder. A statement certifying that no vehicle will be
<br /> used in fulfilling this Agreement may be substituted for this insurance requirement.
<br /> 10. Independent Contractor.
<br /> A. It is further agreed by and between the parties that because this Agreement shall not constitute
<br /> nor create an employer-employee relationship,and since the Contractor is an independent contractor,
<br /> Contractor shall be responsible for all obligations relating to federal income tax, self-employment FICA
<br /> taxes and contributions, and all other so called employer taxes and contributions, including, but not
<br /> limited to, industrial insurance(Workmen's Compensation),and that the Contractor agrees to indemnify,
<br /> defend and hold the City harmless from any claims,valid or otherwise,made to the City, because of these
<br /> obligations.
<br /> B. Any and all employees of the Contractor, while engaged in the performance of any Work,shall
<br /> be considered employees of the Contractor 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 Contractor,while so
<br /> • engaged in any and all claims made by a third party as a consequence of any negligent act or omission on
<br /> the part of the Contractor's employees,while so engaged on any of the Work, shall be the sole obligation
<br /> and responsibility of the Contractor.
<br /> C. Contractor shall comply with all applicable provisions of the Fair Labor Standards Act and
<br /> other legislation affecting its employees and the rules and regulations issued thereunder insofar as
<br /> applicable to its employees and shall at all times save the City free,clear and harmless from all actions,
<br /> claims, demands and expenses arising out of said act,and rules and regulations that are or may be
<br /> promulgated in connection therewith.
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