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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 a Claim is caused by or results from the concurrent negligence of(a)the
<br /> Service Provider,its employees, subcontractors/subconsultants or agents and(b)the City,then the
<br /> Service Provider's obligations under this Section 8 shall apply only to the extent of Service Provider's
<br /> concurrent 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 4.24.115 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 /> If an audit is contested by a taxpayer,defending the audit in court or through a settlement process shall be
<br /> at the sole discretion and expense of the City. The Service Provider will make itself available to offer any
<br /> professional knowledge or expertise that can be offered to assist the City in this instance.
<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 /> Tax Recovery Services PSA 2019
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