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8. Indemnification.
<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 any acts, errors, omissions, or conduct by Service Provider relating to, or
<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. The Service Provider's obligations under this Section 8 shall not apply to Claims caused by the sole
<br /> negligence of the City. If(1)RCW 4.24.115 applies to a particular Claim, and(2)such Claim is caused
<br /> by or results from the concurrent negligence of(a)the Service Provider, its employees,
<br /> subcontractors/subconsultants or agents and(b)the City,then the Service Provider's obligations under
<br /> this Section 8 shall apply only to the extent allowed by RCW 4.24.115.
<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 4.24.115 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 performance 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
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<br /> (Form Approved by City Attorney's Office January 1,2010,updated November 21,2016)
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