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violation,breach, or non-performance of any of the provision of this Agreement. At its
<br /> sole option, City may deduct from the final payment due Service Provider(a) any
<br /> damages, expenses or costs arising out of any such violations, breaches, or non-
<br /> performance and(b) any other back charges or credits. The City shall not pay Service
<br /> Provider for any expenses incurred or work done following the effective date of
<br /> termination unless authorized in writing by the City before the expenses are incurred or
<br /> the work is done.
<br /> 6. Changes. The City may, from time to time, unilaterally decrease the scope of the
<br /> services of Service Provider to be performed hereunder. Such decrease in the scope of
<br /> work(and resulting decrease in compensation), shall: (a)be made only in writing and
<br /> signed by an authorized City representative, (b)be explicitly identified as such and (c)
<br /> become a part of this Agreement.
<br /> 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign
<br /> any of the Work without the express,prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. Service Provider will defend and indemnify the City from any and all Claims to the
<br /> extent arising out of, in connection with, or incident to any negligent acts, errors,
<br /> omissions, or conduct by Service Provider relating to, or arising out of its performance
<br /> of, this Agreement. Service Provider will defend and indemnify the City whether a
<br /> Claim is asserted directly against the City, or whether a Claim is asserted indirectly
<br /> against the City, e.g., a Claim is asserted against someone else who then seeks
<br /> contribution or indemnity from the City. The amount of insurance obtained by, obtainable
<br /> by, or required of Service Provider does not in any way limit Service Provider's duty to
<br /> 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
<br /> regarding said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Service Provider and the City agree that the term "damages" as used in RCW
<br /> 4.24.115 (and referred to in this Contract as "Damages") means a final judgment in a
<br /> judicial proceeding for damages arising out of bodily injury to persons or damage to
<br /> property. The City and Service Provider expressly agree Damages do not include or apply
<br /> to any third-party claims, demands or suits that have not been reduced to final judgment.
<br /> Service Provider is not required to indemnify the City, its officers, agents, and employees
<br /> for Damages caused solely by the negligence of the City. If Damages are caused by, or
<br /> result from, the concurrent negligence of Service Provider and the City, then Service
<br /> Provider shall indemnify the City only to the extent of Service Provider's negligence.
<br /> C. As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives; (2) "Claims" include all losses, claims, demands, expenses (including,
<br /> but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage,
<br /> whether threatened, asserted or filed against the City, whether such Claims sound in tort,
<br /> contract, or any other legal theory, whether such Claims have been reduced to judgment
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