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<br /> attorney's fees and litigation expenses), suits,judgments, or damage,whether threatened, asserted or
<br /> filed against the City,whether such Claims sound in tort, contract, or any other legal theory,whether
<br /> such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought
<br /> or 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 /> 9. Insurance. Service Provider shall procure and keep in force during the term of this Agreement,
<br /> at Service Provider's own cost and expense, automobile liability insurance on all vehicles used by
<br /> Service 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
<br /> income 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
<br /> be 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
<br /> on the part of Service Provider's employees,while so engaged on any of the Work, shall be the sole
<br /> obligation and responsibility of Service Provider.
<br /> C. Service Provider 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.
<br /> D. Service Provider assumes full responsibility for the payment of all payroll taxes, use, sales,
<br /> income, or other form of taxes(such as state and, city business and occupation taxes), fees, licenses,
<br /> excises or payments required by any city, federal or state legislation which are now or may during the
<br /> term of the Agreement be enacted as to all persons employed by Service Provider and as to all duties,
<br /> activities and requirements by Service Provider in performance of the Work and Service Provider shall
<br /> assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or
<br /> regulations that are now or may be promulgated in connection therewith.
<br /> 11. Employment. Service Provider warrants that it had not employed or retained any company or
<br /> person, other than a bona fide employee working solely for Service Provider,to solicit or secure this
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