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General Provisions - 3
<br />not by this Section waive, release or forego any legal remedy for any violation, breach or non-
<br />performance of any of the provision of this Agreement. At its sole option, and without limitation
<br />of or prejudice to any other available remedy or recourse, the City may deduct from the final
<br />payment due 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.
<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of Service
<br />Provider to be performed hereunder. Such changes, including any increase or decrease in the
<br />scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in
<br />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.
<br />9. 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 />10. Indemnification. Except as otherwise provided in this Section, Service Provider hereby agrees to
<br />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 conduct by
<br />Service Provider (or its employees, agents, representatives or subcontractors/subconsultants)
<br />relating to this Agreement, whether such Claims sound in contract, tort, or any other legal theory.
<br />Service Provider is obligated to defend and indemnify and save harmless the City pursuant to this
<br />Section whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks contribution or
<br />indemnity from the City. Service Provider’s duty to defend and indemnify and save harmless
<br />pursuant to this Section is not in any way limited to, or by the extent of, insurance obtained by,
<br />obtainable by, or required of Service Provider. Service Provider’s obligations under this Section
<br />shall not apply to Claims caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to
<br />a particular Claim, and (2) such Claim is caused by or results from the concurrent negligence of
<br />(a) Service Provider, its employees, subcontractors/subconsultants or agents and (b) the City,
<br />then Service Provider’s liability under this Section shall be only to the extent of Service Provider’s
<br />negligence. Solely and expressly for the purpose of its duties to indemnify and defend and save
<br />harmless the City, Service Provider specifically waives any immunity it may have under the State
<br />Industrial Insurance Law, Title 51 RCW. Service Provider recognizes that this waiver of immunity
<br />under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and
<br />was the subject of mutual negotiation. As used in this Section: (1) “City” includes the City, the
<br />City’s officers, employees, agents, and representatives and (2) “Claims” include, but is not limited
<br />to, any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to,
<br />attorney’s fees and litigation expenses), suits, judgments, or damages, irrespective of the type of
<br />relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br />damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br />damages, or punitive damages or infringement or misappropriation of any patent, copyright,
<br />trade secret, or other proprietary right. If, and to the extent, Service Provider employs or engages
<br />subconsultants or subcontractors, then Service Provider shall ensure that each such
<br />subconsultant and subcontractor (and subsequent tiers of subconsultants and subcontractors)
<br />shall expressly agree to defend and indemnify and save harmless the City to the extent and on the
<br />same terms and conditions as Service Provider pursuant to this Section. The provisions of this
<br />Section shall survive the expiration or termination of this Agreement.
<br />11. Insurance.
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