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<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,City may deduct from the final
<br /> payment due the Contractor (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 the
<br /> Contractor to be performed hereunder. Such changes, including any increase or decrease in the scope of
<br /> work(and resulting increase or decrease in compensation), shall: (a) be made only in writing and signed
<br /> by an authorized City representative, (b)be explicitly identified as a Change Order and(c)become a part
<br /> of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Contractor 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 paragraph, the Contractor hereby agrees to
<br /> defend and indemnify the City from any and all Claims arising out of, in connection with, or incident to
<br /> any acts, errors, omissions, or conduct by Contractor (or its employees, agents, representatives
<br /> subcontractors/subconsultants) relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City, or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to, or by the extent of,insurance obtained by,obtainable by,or
<br /> required of the Contractor. The Contractor shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) the bodily injury or
<br /> damage to property for which the Contractor is to indemnify the City is caused by or results from the
<br /> concurrent negligence of(a) the Contractor, its employees, subcontractors/subconsultants or agents and
<br /> (b) the City, then the Contractor's duty to indemnify shall be valid and enforceable only to the extent
<br /> allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend
<br /> the City, the Contractor.specifically.waives any immunity it may have under the State Industrial
<br /> Insurance Law Title 51 RCW. The Contractor recognizes that-this waiver of immunity.under-Title 51
<br /> RCW 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 paragraph: (1)"City"includes the City's officers,employees,agents,
<br /> and representatives and (2) "Claims" include, but is not limited to, any and all losses, claims, demands,
<br /> expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or
<br /> damage, irrespective of the type of relief sought-or demanded, such as money or injunctive relief,and
<br /> irrespective of whether the damage alleged i-s_bodily injury,damage-to property,economic loss, general
<br /> damages, special damages, or punitive damages. If, and to the extent, Contractor employs or.engages
<br /> subconsultants or subcontractors, then Contractor shall ensure that each such subconsultant and
<br /> subcontractor(and subsequent tiers of subeonsultants and subcontractors)shall expressly agree to defend
<br /> and indemnify the City to the extent and on the same terms and conditions as the Contractor pursuant to
<br /> this paragraph.
<br /> 11. Insurance.
<br /> A. .: Contractor shall comply with the following conditions and procure and keep in force during the
<br /> term of this Agreement,_at Contractor's own cost and_expense, the following policies of insurance with
<br /> companies authorized to do business in the State of Washington, which are rated at least "A" or better
<br /> and with a numerical rating of no less than seven (7), by A.M. Best Company and which are acceptable
<br /> to the City.
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