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7. INDEMNIFICATION. Except as otherwise provided in this section 7,
<br /> Company hereby agrees to defend and indemnify the City from any and all Claims arising out
<br /> of, in connection with, or incident to, to the maximum extent allowed by law, any negligent or
<br /> intentional acts, errors, omissions, or conduct by Company (or its employees, agents,
<br /> representatives or subcontractors/subconsultants)relating to this Agreement, whether such
<br /> Claims sound in contract, tort, or any other legal theory. Company is obligated to defend and
<br /> indemnify the City pursuant to this section 7 whether a Claim is asserted directly against the
<br /> City, 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. Company's duty to
<br /> defend and indemnify pursuant to this section 7 is not in any way limited to, or by the extent
<br /> of, insurance obtained by, obtainable by, or required of Company.
<br /> Company's obligations under this section 7 shall not apply to Claims caused by the sole
<br /> negligence of the City. Solely and expressly for the purpose of its duties to indemnify and
<br /> defend the City, Company specifically waives any immunity it may have under the State
<br /> Industrial Insurance Law, Title 51 RCW. Company recognizes that this waiver of immunity
<br /> under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115
<br /> and was the subject of mutual negotiation. As used in this section 7: (1) "City" includes the
<br /> City, the City's officers, employees, agents, and representatives and(2) "Claims" include, but
<br /> is not limited to, any and all losses, penalties, fines, claims, demands, expenses (including, but
<br /> 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
<br /> loss, general damages, special damages, or punitive damages. If, and to the extent, Company
<br /> employs or engages subconsultants or subcontractors, then Company shall ensure that each
<br /> 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 on the
<br /> same terms and conditions as Company pursuant to this section 7.
<br /> 8. MODIFICATION AND TERMINATION.
<br /> A. Modification. Any change, addition or other modification to this
<br /> Agreement shall not be valid or binding upon any party unless such change, addition or
<br /> modification is in writing and executed by an authorized representative of each party.
<br /> B. Termination. The City or Company has the option to terminate this
<br /> Agreement at its sole discretion. In order to exercise this termination option, the City or
<br /> Company shall deliver written notice of termination to the other party. This Agreement then
<br /> terminates on the date that is 10 days after the date of delivery of the termination notice.
<br /> 9. DEFINITIONS.
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