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<br /> Brown & Caldwell (a) any damages, expenses or costs arising out of any such violations,
<br /> 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
<br /> Brown & Caldwell 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 a
<br /> Change Order and(c)become a part of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Brown & Caldwell shall not sublet or assign any of
<br /> the Work without the express,prior written consent of the City.
<br /> 10. Indemnification. Except as otherwise provided in this paragraph, Brown & Caldwell
<br /> hereby agrees to defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with, or incident to any negligent, reckless or wrongful acts, errors, omissions, or
<br /> misconduct by Brown & Caldwell (or its employees, agents, representatives, subcontractors, or
<br /> subconsultants) relating to this Agreement. Brown & Caldwell is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the
<br /> City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the City. Brown& Caldwell's duty
<br /> to defend and indemnify pursuant to this paragraph is not in any way limited to, or by the extent
<br /> of, insurance obtained by, obtainable by, or required of Brown & Caldwell. Brown & Caldwell
<br /> shall not indemnify the City for Claims caused solely by the negligence of the City. If(1) RCW
<br /> 4.24.115 applies to a particular Claim, and (2)the bodily injury or damage to property for which
<br /> Brown & Caldwell is to indemnify the City is caused by or results from the concurrent
<br /> negligence of(a)the Brown & Caldwell, its employees, subcontractors, subconsultants or agents
<br /> and (b)the City, then Brown & Caldwell's duty to indemnify shall be valid and enforceable only
<br /> to the extent allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties to
<br /> indemnify and defend the City, Brown& Caldwell specifically waives any immunity it may have
<br /> under the State Industrial Insurance Law,Title 51 RCW. Brown &Caldwell recognizes that this
<br /> waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions
<br /> of RCW 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1)
<br /> "City" includes the City's officers, employees, agents, and representatives and (2) "Claims"
<br /> include, but is not limited to, any and all losses, claims, demands, expenses (including, but not
<br /> limited to, attorney's fees and litigation expenses), suits,judgments, or damage, irrespective of
<br /> the type of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br /> whether the damage alleged is bodily injury, damage to property, economic loss, general
<br /> damages, special damages, or punitive damages and (3) "negligent, reckless or wrongful acts,
<br /> errors, omissions or misconduct" includes any negligent act, error, or omission that causes or
<br /> contributes to, in whole or in part, a Claim alleging the City breached an express or implied duty
<br /> to provide adequate plans and specifications. If, and to the extent, Brown&Caldwell employs or
<br /> engages subconsultants or subcontractors, then Brown & Caldwell shall ensure that each such
<br /> subconsultant and subcontractor(and subsequent tiers of subconsultants and subcontractors)shall
<br /> expressly agree to defend and indemnify the City to the extent and on the same terms and
<br /> conditions as Brown & Caldwell pursuant to this paragraph.
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