|
�i
<br />7. Subletting/Assigument of Contracts. Service Provider shall not sublet or assign any of the Work
<br />without the express, prior written consent of the City.
<br />Indemnification.
<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,
<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 />Page 3
<br />
|