|
Dec 27 2007 3: 33PM MTC Inc. 360-755-1980 p. 5
<br /> LI
<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,
<br /> at 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 provided
<br /> to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used
<br /> 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
<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 /> Page 3
<br /> 8
<br />
|