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<br /> persons or damage to property. The City and Service Provider expressly agree
<br /> Damages do not include or apply to any third-party claims, demands or suits that
<br /> have not been reduced to final judgment. Service Provider is not required to
<br /> indemnify the City, its officers, agents and employees for Damages caused
<br /> solely by the negligence of the City. If Damages are caused by, or result from,
<br /> the concurrent negligence of Service Provider and the City, then Service
<br /> Provider shall indemnify the City only to the extent of Service Provider's
<br /> negligence.
<br /> C. As used in this section: (1)"City" includes the City's officers, employees, agents
<br /> and representatives; (2) "Claims" include all losses, claims, demands, expenses
<br /> (including, but not limited to, attorney's fees and litigation expenses), suits,
<br /> judgments, or damage, whether threatened, asserted or filed against the City,
<br /> 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
<br /> the type of relief sought or demanded (such as money or injunctive relief), and
<br /> irrespective of the type of damage alleged (such as bodily injury, damage to
<br /> property, economic loss, general damages, special damages, or punitive
<br /> damages); and (3) "Service Provider" includes Service Provider, her employees,
<br /> agents, representatives and subcontractors. If, and to the extent, Service
<br /> Provider employs or engages subcontractors, then Service Provider shall ensure
<br /> that each subcontractor (and subsequent tiers of subcontractors) shall expressly
<br /> agree to defend and indemnify the City to the extent and on the same terms and
<br /> conditions as Service Provider pursuant to this section.
<br /> 11. Insurance. Service Provider shall procure and keep in force during the term of this
<br /> Agreement, at Service Provider's own cost and expense, automobile liability insurance
<br /> on all vehicles used by Service Provider in the performance of her duties under this
<br /> Agreement. Proof of such insurance shall be provided to the City prior to performing any
<br /> services hereunder. A statement certifying that no vehicle will be used in fulfilling this
<br /> Agreement may be substituted for this insurance requirement.
<br /> 12. Independent Service Provider.
<br /> A. This Agreement neither constitutes nor creates an employer-employee
<br /> relationship, and because the Service Provider is an independent contractor, Service
<br /> Provider shall be responsible for all obligations relating to federal income tax, self-
<br /> employment FICA taxes and contributions, and all other so called employer taxes and
<br /> contributions, including, but not limited to, industrial insurance (Worker's
<br /> Compensation), and Service Provider agrees to indemnify, defend and hold the City
<br /> harmless from any claims, valid or otherwise made to the City, because of these
<br /> obligations.
<br /> B. No employees of Service Provider are contemplated under this Agreement.
<br /> C. Service Provider assumes full responsibility for the payment of all payroll taxes,
<br /> use, sales, income, or other form of taxes(such as state and city business and occupation
<br /> taxes), fees, licenses, excises or payments required by any city, federal or state legislation
<br /> which are now or may during the term of the Agreement be enacted as to all duties,
<br /> activities and requirements by the Service Provider in performance of the Work and
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