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B. This Agreement may be amended, altered, clarified, or extended only by the written <br /> agreement of the Parties hereto. <br /> C. This Agreement is not assignable by either Party, either in whole or in part. <br /> D. This Agreement is a complete expression of the intent of the Parties and any oral or <br /> written representations or understandings not incorporated herein are excluded. The <br /> parties recognize that time is of the essence in the performance of the provisions of <br /> this Agreement. Waiver of any default shall not be deemed to be waiver of any <br /> subsequent default. Waiver of breach of any provision of this Agreement shall not be <br /> deemed to be a waiver of any other or subsequent breach and shall not be construed to <br /> be a modification of the terms of the Agreement unless stated to be such through <br /> written approval by the parties which shall be attached to the original Agreement. <br /> VI. Indemnification <br /> The City shall protect, defend, indemnify, and save harmless the UW, its officers, officials, <br /> employees, and agents, while acting within the scope of their employment, from any and <br /> all costs, claims,judgments,penalties, and/or awards of damages, arising out of or in any <br /> way resulting from the City's own negligent acts or omissions. To the extent permitted by <br /> RCW 28B20.250 et seq., UW shall protect, defend, indemnify, and save harmless the City, <br /> its officers, officials, employees, and agents,while acting within the scope of their <br /> employment, from any and all costs, claims,judgments, penalties, and/or awards of <br /> damages, arising out of or in any way resulting from the UW's own negligent acts or <br /> omissions. Each Party agrees that its obligations under this subparagraph extend to any <br /> claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or <br /> agents. In the event that a Party incurs any judgment, award, and/or cost arising therefrom, <br /> including attorneys' fees,to enforce the provisions of this Article VI, all such fees, <br /> expenses, and costs shall be recoverable from the responsible Party to the extent of that <br /> Party's culpability. This Article VI shall survive the termination of this Agreement. <br /> Impacts from Climate Change On Stormwater in Everett <br /> KC—UW Agreement Page 4 <br />