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7. Termination of Contract. Both Agencies individually reserve the right to terminate this
<br /> Agreement at any time by sending written notice of termination to the other parties ("Notice").
<br /> The Notice shall specify a termination date ("Termination Date") at least fourteen (14) days after
<br /> the date the Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of
<br /> either actual receipt (whether by fax, mail, delivery or other method reasonably calculated to be
<br /> received by the other parties in a reasonably prompt manner)or three calendar days after issuance
<br /> of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the
<br /> Work in a reasonable and orderly manner. Unless terminated for Service Provider's material
<br /> breach, the Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible
<br /> Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours
<br /> worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date,
<br /> that were reasonably necessary to terminate the Work in an orderly manner. Notices under this
<br /> Section 7 shall be sent by the United States Mail to the addresses provided herein,postage prepaid,
<br /> certified or registered mail,return receipt requested, or by delivery. In addition,Notices may also
<br /> be sent by any other method reasonably believed to provide Service Provider actual notice in a
<br /> timely manner, such as fax. The Agencies do not by this Section 7 waive, release or forego any
<br /> legal remedy for any violation, breach or non-performance of any of the provision of this
<br /> Agreement. At its sole option, the Associate Agency may deduct from the final payment due the
<br /> Service Provider (a) any damages, expenses or costs arising out of any such violations, breaches,
<br /> or non-performance and(b) any other backcharges or credits.
<br /> 8. Changes. The Agencies may,from time to time,unilaterally change the scope of the services
<br /> of the Service Provider to be performed hereunder. Such changes, including any increase or
<br /> decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a) be
<br /> made only in writing and signed by an authorized representative of the Agencies, (b) be explicitly
<br /> identified as an amendment to this Agreement and (c) become a part of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the
<br /> Work without the express,prior written consent of the Agencies.
<br /> 10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
<br /> hereby agrees to defend and indemnify and save harmless the Agencies and each Agency from any
<br /> and all Claims arising out of, in connection with, or incident to any negligent or intentional acts,
<br /> errors, omissions, or conduct by Service Provider (or its employees, agents, representatives or
<br /> subcontractors/subconsultants)relating to this Agreement,whether such Claims sound in contract,
<br /> tort, or any other legal theory. The Service Provider is obligated to defend and indemnify the
<br /> Agencies pursuant to this Section 10 whether a Claim is asserted directly against the Agencies or
<br /> an Agency,or whether it is asserted indirectly against the Agencies,e.g.,a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the Agencies. The Service Provider's
<br /> duty to defend and indemnify pursuant to this Section 10 is not in any way limited to, or by the
<br /> extent of, insurance obtained by, obtainable by, or required of the Service Provider. The Service
<br /> Provider's obligations under this Section 10 shall not apply to Claims caused by the sole
<br /> negligence of the Agencies. If(1)RCW 4.24.115 applies to a particular Claim,and(2)such Claim
<br /> is caused by or results from the concurrent negligence of(a)the Service Provider, its employees,
<br /> subcontractors/subconsultants or agents and (b) the Agencies, then the Service Provider's
<br /> obligations under this Section 10 shall apply only to the extent allowed by RCW 4.24.115. Solely
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<br /> Three Party Services Agreement
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