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in compensation),shall: (a)be made only in writing and signed by an authorized City representative,(b)
<br /> be explicitly identified as such and(c)become a part of this Agreement.
<br /> 8. Sublettine/Assienmeat of Contracts. Service Provider shall not sublet or assign any of the Work
<br /> without the express, prior written consent of the City,except that Service Provider may without the
<br /> consent of the City assign its rights and delegate its obligations to any affiliate or to any person acquiring
<br /> all or substantially all of Service Provider's assets.
<br /> 9. Indemnification.
<br /> A. General. To the extent of its fault only, Service Provider will defend and indemnify the City from any
<br /> and all Claims relating to, or arising out of, Service Provider's performance of this Agreement. Service
<br /> Provider will defend and indemnify the City whether a Claim is asserted directly against the City,or whether
<br /> a Claim is asserted indirectly against the City,e.g.,a Claim is asserted against someone else who then seeks
<br /> contribution or indemnity from the City. The amount of insurance obtained by,obtainable by, or required
<br /> of Service Provider does not in any way limit Service Provider's duty to defend and indemnify the City.
<br /> The City retains the right to approve Claims investigation and counsel assigned to said Claim and all
<br /> investigation and legal work regarding said Claim shall be performed under a fiduciary relationship to the
<br /> City.
<br /> B. Waiver of Workmen's Compensation Immunity. Solely and expressly for the purpose of its duties to
<br /> indemnify and defend the City, Service Provider specifically waives any immunity it may have under the
<br /> State Industrial Insurance Law, Title 51 RCW. Service Provider recognizes that this waiver of immunity
<br /> under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the
<br /> subject of mutual negotiation.
<br /> C. Definitions. As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives; (2)"Claims" include all losses, claims, demands, expenses(including, but not limited to,
<br /> attorney's fees and litigation expenses), suits,judgments, or damage, whether threatened, asserted or filed
<br /> against the City,whether such Claims sound in tort,contract,or any other legal theory,whether such Claims
<br /> have been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded
<br /> (such as money or injunctive relief),and irrespective of the type of damage alleged(such as bodily injury,
<br /> damage to property, economic loss, general damages, special damages, or punitive damages); and (3)
<br /> "Service Provider"includes Service Provider,its employees,agents,representatives and subcontractors. If,
<br /> and to the extent, Service Provider employs or engages subcontractors,then Service Provider shall ensure
<br /> that each such subcontractor(and subsequent tiers of subcontractors) shall expressly agree to defend and
<br /> indemnify the City to the extent and on the same terms and conditions as Service Provider pursuant to this
<br /> section.
<br /> 10. Insurance. Service Provider shall procure and keep in force during the term of this Agreement,at
<br /> 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
<br /> provided to the City prior to performing any services hereunder. A statement certifying that no vehicle
<br /> will be used in fulfilling this Agreement may be substituted for this insurance requirement.
<br /> 11. Independent Contractor.
<br /> A. The parties agree that this Agreement neither constitutes nor creates an employer-employee
<br /> relationship. As an independent contractor, Service Provider shall be responsible for all obligations
<br /> relating to federal income tax,self-employment FICA taxes and contributions,and all other so called
<br /> employer taxes and contributions, including,but not limited to, industrial insurance(Workmen's
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