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<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. Solely and expressly for the purpose of its duties to indemnify and defend the City,Service Provider .
<br /> specifically waives any immunity it may have under the State Industrial Insurance Law,Title 51 RCW.
<br /> Service Provider recognizes that this waiver of immunity under Title 51 RCW was specifically entered
<br /> into pursuant to the provisions of RCW 4.2.4.1 15 and was the subject of mutual negotiation.
<br /> D. As used in this Section 8;(1)"City"includes the City,the City's officers,employees,agents,and
<br /> representatives; (2)"Claims"include all losses,penalties,fines,claims,demands,expenses(including,
<br /> but not limited to,attorney's fees and litigation expenses),suits,judgments,or damage,whether
<br /> threatened,asserted or filed against the City,whether such Claims sound in tort,contract,or any other
<br /> legal theory,whether such Claims have been reduced to judgment or arbitration award, irrespective of the
<br /> type of relief sought or demanded(such as money or injunctive relief),and irrespective of the type of
<br /> damage alleged(such as bodily injury,damage to property,economic loss,general damages,special
<br /> damages,or punitive damages); and(3)"Service Provider"includes Service Provider,its employees,
<br /> agents,representatives and subcontractors. If,and to the extent,Service Provider employs or engages
<br /> subcontractors,then 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 same
<br /> terms and conditions as Service Provider pursuant to this Section 8.
<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 performiiance 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. Service Provider
<br /> must provide services under this Agreement as an independent contractor. Service Provider must comply
<br /> with all federal and state laws and regulations applicable to independent contractors including,but not
<br /> limited to,the requirements listed in this Section 10. Service Provider agrees to indemnify and defend the
<br /> City from and against any claims,valid or otherwise, made against the City because of these obligations.
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