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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. Sublettin2/Assi2nment 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 and Limitation of Liability.
<br /> A. Service Provider will defend and indemnify and save harmless the City from any and all Claims
<br /> arising out of, in connection with,or incident to any(i)negligence,or(ii)fraud or willful misconduct by
<br /> Service Provider relating to, or arising out of its performance of,this Agreement. Service Provider will
<br /> defend and indemnify the City whether a Claim is asserted directly against the City, or whether a Claim is
<br /> 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. The Service Provider's obligations under this Section 8 shall not apply to Claims to the extent caused
<br /> by the negligence of the City.
<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 and agents; (2)
<br /> "Claims"include all losses,penalties,fines, 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 by a third party,whether such Claims sound in tort,contract,or any other legal theory,
<br /> whether such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief
<br /> sought or demanded(such as money or injunctive relief),and irrespective of the type of damage alleged
<br /> (such as bodily injury, damage to property,economic loss,general damages,special damages, or punitive
<br /> damages or infringement or misappropriation of any patent,copyright,trade secret,or other proprietary
<br /> right);and(3)"Service Provider" includes Service Provider, its employees,agents 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 8. The provisions of this Section 8 shall survive the expiration or termination of this Agreement.
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<br /> Milliman PSA 2021
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