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7. Indemnification; Disclaimer; Limitation of Liability.
<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 this Agreement,to extent that such Claims arise out of, are in connection
<br /> with, or incident to Service Provider's negligence, intentional misconduct, breach of this Agreement or
<br /> violation of applicable law. Service Provider will defend and indemnify the City whether a Claim is
<br /> asserted directly against the City,or whether a Claim is asserted indirectly against the City, e.g., a Claim
<br /> is asserted against someone else who then seeks contribution or indemnity from the City.The amount of
<br /> insurance obtained by, obtainable by, or required of Service Provider does not in any way limit Service
<br /> Provider's duty to defend and indemnify the City. The City retains the right to approve Claims
<br /> investigation and counsel assigned to said Claim andall investigation and legal work regarding said
<br /> Claim shall be performed under a fiduciary relationship to the City.
<br /> B. The City will defend and indemnify the Service Provider from any and all Claims arising out of,
<br /> in connection with,or incident to this Agreement,to extent that such Claims arise out of,are in
<br /> connection with,or incident to the City's negligence,intentional misconduct,breach of this Agreement or
<br /> violation of applicable law. City will defend and indemnify the Service Provider whether a Claim is
<br /> asserted directly against the Service Provider,or whether a Claim is asserted indirectly against the Service
<br /> Provider,e.g.,a Claim is asserted against someone else who then seeks contribution or indemnity from
<br /> the Service Provider.The amount of insurance obtained by,obtainable by,or required of the City does not
<br /> in any way limit the City's duty to defend and indemnify the Service Provider. The Service Provider
<br /> retains the right to approve Claims investigation and counsel assigned to said Claim and all investigation
<br /> and legal work regarding said Claim shall be performed under a fiduciary relationship to the Service
<br /> Provider.
<br /> C. 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. Neither party hereto is required to defend or indemnify for Damages solely caused by the
<br /> negligence, intentional misconduct, breach of this Agreement or violation of applicable law of the other
<br /> party. If Damages are caused by, or result from, the concurrent negligence of Service Provider and the
<br /> City,then each party shall indemnify the other party only to the extent of its own negligence.
<br /> D. 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,whether such
<br /> Claims sound in tort, contract, or any other legal theory, whether such Claims have been reduced to
<br /> judgment or arbitration award, irrespective of the type of relief sought or demanded (such as money or
<br /> injunctive relief), and irrespective of the type of damage alleged (such as bodily injury, damage to
<br /> property, economic loss, general damages, special damages, or punitive damages); and (3) "Service
<br /> Provider"includes Service Provider,its employees,agents,representatives and subcontractors. If,and to
<br /> the extent, Service Provider employs or engages subcontractors, then Service Provider shall ensure that
<br /> each such subcontractor (and subsequent tiers of subcontractors) shall expressly agree to defend and
<br /> indemnify the City to the extent and on the same terms and conditions as Service Provider pursuant to this
<br /> section.
<br /> E. The advice rendered by Service Provider in the Sessions(as defined in Exhibit A)will be based upon
<br /> the best knowledge of the situation at the time of the Session.Such advice is intended to assist with
<br /> creating a more ergonomically-friendly workplace for the employees of the City in an attempt to increase
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