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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 loss, <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 /> IX. MISCELLANEOUS <br /> A. No Joint Venture <br /> This Agreement does not create a joint venture or partnership between the parties of <br /> any kind. <br /> B. 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-Transfer <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 />