The Washington Firm Ltd 4/9/2018

7. SublettinJJAssignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express,prior written consent of the City. 8. Indemnification. The City agrees to indemnify and hold harmless Service Provider, including its owners,agents,and contractors,against all expense, liability, and loss(including reasonable attorney fees, judgments,penalties,and amounts to be paid in settlement)actually and reasonably incurred by Service Provider in connection with being,or threatened to be made,a named party to or otherwise being involved (including,without limitation,as a witness)in any threatened,pending,or completed action, whether civil,criminal,administrative,or investigative,whether formal or informal,and whether the basis of the proceeding is alleged action in a corporate capacity or in any other capacity,by reason of the fact that Service Provider is providing or did provide services for the direct or indirect benefit of the City.Notwithstanding the foregoing,no indemnification shall be provided to Service Provider for acts or omissions of Service Provider adjudged to be grossly negligent, intentional misconduct,or a knowing violation of law. 9. Insurance. Service Provider shall procure and keep in force during the term of this Agreement, at Service Provider's own cost and expense, automobile liability insurance on all vehicles used by Service Provider in the performance of its duties under this Agreement. Proof of such insurance shall be provided to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used in fulfilling this Agreement may be substituted for this insurance requirement. 10. Independent Contractor. A. This Agreement neither constitutes nor creates an employer-employee relationship. Service Provider must provide services under this Agreement as an independent contractor. Service Provider must comply with all federal and state laws and regulations applicable to independent contractors including,but not limited to,the requirements listed in this Section 10. Service Provider agrees to indemnify and defend the City from and against any claims, valid or otherwise,made against the City because of these obligations. B. In addition to the other requirements of this Section 10, if Service Provider is a sole proprietor, Service Provider agrees that Service Provider is not an employee or worker of the City under Chapter 51 of the Revised Code of Washington, Industrial Insurance for the service performed in accordance with this Agreement, by certifying to the following: (1) Service Provider is free from control or direction over the performance of the service; and (2) The service performed is outside the usual course of business for the City, or will not be performed at any place of business of the City,or Service Provider is responsible for the costs of the principal place of business from which the service is performed; and (3) Service Provider is customarily engaged in an independently established business of the same nature as the service performed,or has a principal place of business for the service performed that is eligible for a business deduction for federal income tax purposes; and (4) On the effective date of this Agreement, Service Provider is responsible for filing a schedule of expenses,for the next applicable filing period,with the internal revenue service for the type of service performed; and Page 3 Washington Firm Ltd 2018 PSA