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<br />Bridgeways PSA 2023
<br />prepaid, or by delivery. In addition, Notices may also be sent by any other method reasonably
<br />believed to provide Service Provider actual notice in a timely manner, such as email. The City
<br />does not by this Section 7 waive, release or forego any legal remedy for any violation, breach or
<br />non-performance of any of the provision of this Agreement. At its sole option, and without
<br />limitation of or prejudice to any other available remedy or recourse, the City may deduct from the
<br />final payment due the Service Provider (a) any damages, expenses or costs arising out of any such
<br />violations, breaches, or non-performance and (b) any other backcharges or credits.
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<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of
<br />the Service Provider to be performed hereunder. Such changes, including any increase or decrease
<br />in the scope of work (and resulting increase or decrease in compensation), shall: (a) be made only
<br />in writing and signed by an authorized City representative, (b) be explicitly identified as an
<br />amendment to this Agreement and (c) become a part of this Agreement.
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<br />9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the
<br />Work without the express, prior written consent of the City.
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<br />10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
<br />hereby agrees to defend and indemnify and save harmless the City from any and all Claims arising
<br />out of, in connection with, or incident to any negligent or intentional acts, errors, omissions, or
<br />conduct by Service Provider (or its employees, agents, representatives or
<br />subcontractors/subconsultants) relating to this Agreement, whether such Claims sound in contract,
<br />tort, or any other legal theory. The Service Provider is obligated to defend and indemnify and save
<br />harmless the City pursuant to this Section 10 whether a Claim is asserted directly against the City,
<br />or whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else
<br />who then seeks contribution or indemnity from the City. The Service Provider’s duty to defend
<br />and indemnify and save harmless pursuant to this Section 10 is not in any way limited to, or by the
<br />extent of, insurance obtained by, obtainable by, or required of the Service Provider. The Service
<br />Provider’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 Service Provider, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then the Service Provider’s liability under
<br />this Section 10 shall be only to the extent of Service Provider’s negligence. Solely and expressly
<br />for the purpose of its duties to indemnify and defend and save harmless the City, the Service
<br />Provider specifically waives any immunity it may have under the State Industrial Insurance Law,
<br />Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51 RCW
<br />was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br />mutual negotiation. As used in this Section 10: (1) “City” includes the City, the City’s officers,
<br />employees, agents, and representatives and (2) “Claims” include, but is not limited to, any and all
<br />losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorney’s fees
<br />and litigation expenses), suits, judgments, or damages, irrespective of the type of relief sought or
<br />demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br />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
<br />proprietary right. If, and to the extent, Service Provider employs or engages subconsultants or
<br />subcontractors, then Service Provider shall ensure that each such subconsultant and subcontractor
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