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of this Agreement. At its sole option, City may deduct from the final payment due Service Provider(a)
<br /> any damages, expenses or costs arising out of any such violations, breaches, or non-performance and(b)
<br /> any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or
<br /> work done following the effective date of termination unless authorized in writing by the City before the
<br /> expenses are incurred or the work is done.
<br /> 6. Changes. The City may, from time to time, unilaterally decrease the scope of the services of
<br /> Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease
<br /> 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 /> 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work
<br /> without the express, prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. To the extent of Service Provider's fault,breach of this Agreement,willful misconduct, or violation of
<br /> law, 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
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<br /> (Form Approved by City Attorney's Office March 16,2015,updated August 19,2019)
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