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<br /> receipt requested,or by delivery. In addition,the Notice may also be sent by any other method
<br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City does
<br /> not by this section waive, release or forgo any legal remedy for any violation,breach or non-performance
<br /> of any of the provision of this Agreement. At its sole option,City may deduct from the final payment due
<br /> the contractor(a)any damages,expenses or costs arising out of any such violations,breaches,or non-
<br /> 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
<br /> of work(and resulting increase or decrease in compensation), shall: (a)be made only in writing and
<br /> signed by an authorized City representative, (b)be explicitly identified as a Change Order and(c)
<br /> become a part of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Contract shall not sublet or assign any of the Work
<br /> without the express,prior written consent of the City.
<br /> 10. Indemnification.
<br /> A. Contractor will defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with,or incident to any acts,errors,omissions,or conduct by Contractor relating to,or arising
<br /> out of its performance of,this Agreement. The Contractor will defend and indemnify the City whether a
<br /> Claim is asserted directly against the City,or whether a Claim is asserted indirectly against the City,e.g.,
<br /> a Claim is asserted against someone else who then seeks contribution or indemnity from the City. The
<br /> amount of insurance obtained by,obtainable by,or required of the Contractor does not in any way limit
<br /> the Contractor's duty to defend and indemnify the City. The City retains the right to approve Claims
<br /> investigation and counsel assigned to said Claim and all investigation and legal work regarding said
<br /> Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Contractor and the City agree that the term "damages"as used in RCW 4.24.115 (and referred to
<br /> in this Contract as"Damages")means a final judgment in a judicial proceeding for damages arising out of
<br /> bodily injury to persons or damage to property. The City and Contractor expressly agree Damages do not
<br /> include or apply to any third-party claims,demands or suits that have not been reduced to final judgment.
<br /> The Contractor is not required to indemnify the City, its officers, agents, and employees for Damages
<br /> caused solely by the negligence of the City. If Damages are caused by,or result from,the concurrent
<br /> negligence of the Contractor and the City,then Contractor shall indemnify the City only to the extent of
<br /> Contractor's negligence.
<br /> C. As used in the section: (1)"City"includes the City's officers,employees, agents,and
<br /> representatives; (2)"Claims"include all losses,claims, demands,expenses(including,but not limited to,
<br /> attorney's fees and litigation expenses), suits,judgments, or damage,whether threatened,asserted or filed
<br /> against the City,whether such Claims sound in tort,contract,or any other legal theory,whether such
<br /> Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought or
<br /> demanded 9such as money or injunctive relief),and irrespective of the type of damage alleged(such as
<br /> bodily injury, damage to property, economic loss, general damages, special damages,or punitive
<br /> damages); and(3)"Contractor"includes Contractor, its employees,agents,representatives and
<br /> subcontractors. If, and to the extent,Contractor employs or engages subcontractors,then Contractor shall
<br /> ensure that each such subcontractor(and subsequent tiers of subcontractors)shall expressly agree to
<br /> defend and indemnify the City to the extent and on the same terms and conditions as the Contractor
<br /> pursuant to this section.
<br /> 11. Insurance.
<br /> A. Contractor shall comply with the following conditions and procure and keep in force during
<br /> the term of this Agreement, at Contractor's own cost and expense,the following policies of insurance
<br /> INCA Engineeys,4nc
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