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<br /> 6. Changes. The City may, from time to time,unilaterally change the scope of the
<br /> services of the Contractor to be performed hereunder. Such changes, including any
<br /> increase or decrease in the scope of work(and resulting increase or decrease in
<br /> compensation), shall: (a)be made only in writing and signed by an authorized City
<br /> representative, (b)be explicitly identified as such and(c)become a part of this
<br /> Agreement.
<br /> 7. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of
<br /> the Work without the express,prior written consent of the City.
<br /> 8. Indemnification. Except as otherwise provided in this Section 8, Contractor hereby
<br /> agrees to defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with, or incident to any negligent or intentional acts,errors, omissions, or
<br /> conduct by Contractor(or its employees, agents,representatives or
<br /> subcontractors/subconsultants)relating to this Agreement, whether such Claims sound in
<br /> contract,tort, or any other legal theory. Contractor is obligated to defend and indemnify
<br /> the City pursuant to this Section 8 whether a Claim is asserted directly against the City,
<br /> 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. Contractor's duty
<br /> to defend and indemnify pursuant to this Section 8 is not in any way limited to, or by the
<br /> extent of, insurance obtained'by, obtainable by,or required of Contractor. Contractor
<br /> shall not indemnify the City for Claims caused solely by the negligence of the City. If(1)
<br /> RCW 4.24.115 applies to a particular Claim, and(2)the bodily injury or damage to
<br /> property for which Contractor is to indemnify the City is caused by or results from the
<br /> concurrent negligence of(a) Contractor,its employees, subcontractors/subconsultants or
<br /> agents and(b)the City,then Contractor's duty to indemnify shall be valid and
<br /> enforceable only to the extent allowed by RCW 4.24.115. Solely and expressly for the
<br /> purpose of its duties to indemnify and defend the City, Contractor specifically waives any
<br /> immunity it may have under the State Industrial Insurance Law,Title 51 RCW.
<br /> Contractor recognizes that this waiver of immunity under Title 51 RCW was specifically
<br /> entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual
<br /> negotiation. As used in this Section 8: (1)"City"includes the City,the City's officers,
<br /> employees, agents, and representatives and(2) "Claims"include,but is not limited to,
<br /> any and all losses,penalties,fines, claims,demands, expenses(including, but not limited
<br /> to, attorney's fees and litigation expenses), suits,judgments, or damages, irrespective of
<br /> the type of relief sought or demanded,such as money or injunctive relief, and irrespective
<br /> of whether the damage alleged is bodily injury,damage to property, economic loss,
<br /> general damages, special damages, or punitive damages. If, and to the extent, Contractor
<br /> employs or engages subconsultants or subcontractors,then Contractor shall ensure that
<br /> each such subconsultant and subcontractor(and subsequent tiers of subconsultants and
<br /> subcontractors) shall expressly agree to defend and indemnify the City to the extent and
<br /> on the same terms and conditions as the Contractor pursuant to this Section 8.
<br /> 9. Insurance. Contractor shall procure and keep in force during the term of this
<br /> Agreement, at Contractor's own cost and expense,the following insurance:
<br /> a) Business automobile liability insurance, including coverage for the operation of
<br /> owned, leased,hired and non-owned vehicles used in the performance of Contractor's
<br /> duties under this Agreement. Limits of coverage shall be$1 Million per accident
<br /> (bodily injury and property damage combined single limit) and$1 Million for incidents
<br /> involving uninsured/underinsured motorist. A statement certifying that no vehicle will
<br /> be used in fulfilling this Agreement may be substituted for this insurance requirement.
<br /> Page 3 1 anohomish County Tourism Bureau Contract-2011
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