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or whether it is asserted indirectly against the City, e.g.,a Claim is asserted against someone else <br /> who then seeks contribution or indemnity from the City.Theatre's duty to defend and indemnify <br /> pursuant to this Section is not in any way limited to,or by the extent of,insurance obtained by, <br /> obtainable by,or required of Theatre.Theatre's obligations under this Section shall not apply to <br /> Claims caused by the sole negligence of the City.If(1)RCW 4.24.115 applies to a particular Claim, <br /> and(2)such Claim is caused by or results from the concurrent negligence of(a)the Theatre,its <br /> employees,subcontractors/subconsultants or agents and(b)the City,then the Theatre's obligations <br /> under this Section shall apply only to the extent allowed by RCW 4.24.115. Solely and expressly for <br /> the purpose of its duties to indemnify and defend the City,Theatre specifically waives any immunity <br /> it may have under the State Industrial Insurance Law,Title 51 RCW.Theatre recognizes that this <br /> waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of <br /> RCW 4.24.115 and was the subject of mutual negotiation.As used in this Section:(1)"City" <br /> includes the City,the City's officers,employees,agents,and representatives and(2)"Claims" <br /> include,but is not limited to,any and all losses,penalties,fines,claims,demands,expenses <br /> (including,but not limited to,attorney's fees and litigation expenses),suits,judgments,or damages, <br /> irrespective of the type of relief sought or demanded,such as money or injunctive relief,and <br /> irrespective of whether the damage alleged is bodily injury,damage to property,economic Ioss, <br /> general damages,special damages,or punitive damages.If,and to the extent,Theatre employs or <br /> engages subconsultants or subcontractors,then Theatre shall ensure that each such subconsultant and <br /> subcontractor(and subsequent tiers of subconsultants and subcontractors)shall expressly agree to <br /> defend and indemnify the City to the extent and on the same terms and conditions as the Theatre <br /> pursuant to this Section. <br /> W. MISCELLANEOUS <br /> OUS <br /> A. No Joint Venture <br /> This Agreement does not create a joint venture or partnership between the parties of <br /> any kind. <br /> E. No Rights Created in Third Parties <br /> This Agreement does not confer or create any rights in any third parties and is not <br /> intended to benefit any third parties. <br /> C. Assignment-T r rn sfer <br /> Theatre shall not sublet or assign any of the work covered by this Agreement without <br /> the express written consent of City. <br /> D. City of Everett Business License <br /> Theatre agrees to obtain and/or maintain a City of Everett business license. Theatre <br /> also agrees that its performance of this Agreement shall be conclusively deemed to have been <br /> performed in Everett and shall pay all applicable local,state,and federal taxes thereon. <br /> EVERETT/VILLAGE THEATRE AGREEMENT Page 8 of 10 <br /> 29 its< <br />