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<br /> B. Service Provider and the City agree that the term "damages" as used in RCW 4.24.115
<br /> (and referred to in this Contract as"Damages") means a final judgment in a judicial proceeding
<br /> for damages arising out of bodily injury to persons or damage to property. The City and Service
<br /> Provider expressly agree Damages do not include or apply to any third-party claims, demands or
<br /> suits that have not been reduced to final judgment. Service Provider is not required to indemnify
<br /> the City, its officers, agents, and employees for Damages caused solely by the negligence of the
<br /> City. If Damages are caused by, or result from, the concurrent negligence of Service Provider
<br /> and the City, then Service Provider shall indemnify the City only to the extent of Service
<br /> Provider's negligence.
<br /> C. Solely and expressly for the purpose of its duties to indemnify and defend the City,
<br /> Service Provider specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. Service Provider recognizes that this waiver of immunity under
<br /> Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was
<br /> the subject of mutual negotiation.
<br /> D. As used in this Section 7: (1) "City" includes the City, the City's officers, employees,
<br /> agents, and representatives; (2) "Claims" include all losses, penalties, fines, claims, demands,
<br /> expenses (including, but not limited to, attorney's fees and litigation expenses), suits,judgments,
<br /> or damage, whether threatened, asserted or filed against the City, whether such Claims sound in
<br /> tort, contract, or any other legal theory, whether such Claims have been reduced to judgment or
<br /> 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
<br /> to property, economic loss, general damages, special damages, or punitive damages); and (3)
<br /> "Service Provider" includes Service Provider, its employees, agents, representatives and
<br /> 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
<br /> subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the
<br /> same terms and conditions as Service Provider pursuant to this Section 7.
<br /> 8. Protection of Personal Information. The City represents and warrants that is has all
<br /> requisite power, authority and approvals to provide Service Provider all information, including
<br /> payment and tax returns containing personally identifiable information, provided pursuant to this
<br /> agreement. Except as otherwise required by Section 15, Service Provider shall not disclose,
<br /> transfer, sell or otherwise release any personally identifiable information gained by reason of
<br /> performance under this Agreement. Service Provider may use such information solely as
<br /> necessary to meet the requirements of this Agreement.
<br /> 9. Insurance.
<br /> A. Service Provider shall comply with the following conditions and procure and keep in
<br /> force during the term of this Agreement, at Service Provider's own cost and expense, the
<br /> following policies of insurance with companies authorized to do business in the State of
<br /> Washington, which are rated at least "A" or better and with a numerical rating of no less than
<br /> seven (7), by A.M. Best Company and which are acceptable to the City.
<br /> Retail Lockbox Professional Services Agreement--Page 3
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