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Public Art Professional Services Agreement (2021) 4
<br />but prior to the Termination Date, that were reasonably necessary to terminate the Work in an
<br />orderly manner. The City does not by this section waive, release or forego any legal remedy for
<br />any violation, breach or non-performance of any of the provision of this Agreement. At its sole
<br />option, City may deduct from the final payment due the Artist (a) any damages, expenses or costs
<br />arising out of any such violations, breaches, or non-performance and (b) any other backcharges or
<br />credits.
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<br />10. Changes. The City may, from time to time, unilaterally make reasonable changes to the scope
<br />of the services of the Artist to be performed hereunder, but in such case, the Artist shall be entitled
<br />to an equitable adjustment of compensation and schedule. Such changes, including any increase
<br />or decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a) be
<br />made only in writing and signed by an authorized City representative, (b) be explicitly identified
<br />as an amendment to this Agreement and (c) become a part of this Agreement.
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<br />11. Subletting/Assignment of Contracts. Artist shall not sublet or assign any of the Work
<br />without the express, prior written consent of the City.
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<br />12. Indemnification. Except as otherwise provided in this Section 10, the Artist hereby agrees
<br />to defend and indemnify and save harmless the City from any and all Claims arising out of, in
<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or willful
<br />misconduct by Artist (or its employees, agents, representatives or subcontractors/subconsultants)
<br />relating to the performance of this Agreement, whether such Claims sound in contract, tort, or any
<br />other legal theory. The Artist is obligated to defend and indemnify the City pursuant to this Section
<br />10 whether a Claim is asserted directly against the City, or whether it is asserted indirectly against
<br />the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity
<br />from the City. The Artist’s duty to defend and indemnify pursuant to this Section 10 is not in any
<br />way limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Artist.
<br />The Artist’s obligations under this Section 10 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
<br />caused by or results from the concurrent negligence of (a) the Artist, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then the Artist’s obligations under this
<br />Section 10 shall apply only to the extent allowed by RCW 4.24.115. Solely and expressly for the
<br />purpose of its duties to indemnify and defend the City, the Artist specifically waives any immunity
<br />it may have under the State Industrial Insurance Law, Title 51 RCW. The Artist recognizes that
<br />this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this Section
<br />10: (1) “City” includes the City, the City’s officers, employees, agents, and representatives and (2)
<br />“Claims” include, but is not limited to, any and all losses, penalties, fines, claims, demands,
<br />expenses (including, but not limited to, attorney’s fees and litigation expenses), suits, judgments,
<br />or damages, irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages or infringement or
<br />misappropriation of any patent, copyright, trade secret, or other proprietary right. If, and to the
<br />extent, Artist employs or engages subconsultants or subcontractors, then Artist shall ensure that
<br />each such subconsultant and subcontractor (and subsequent tiers of subconsultants and
<br />subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the
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