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<br />after the Notice Date, but prior to the Termination Date, that were reasonably necessary to
<br />terminate the Work in an orderly manner. Notices under this Section shall be sent by the United
<br />States Mail to Service Provider’s address provided herein, postage prepaid, or by delivery. In
<br />addition, Notices may also be sent by any other method reasonably believed to provide Service
<br />Provider actual notice in a timely manner, such as email. The City does not by this Section waive,
<br />release, or forego any legal remedy for any violation, breach, or non-performance of any of the
<br />provision of this Agreement. At its sole option, and without limitation of or prejudice to any
<br />other available remedy or recourse, the City may deduct from the final payment due the Service
<br />Provider (a) any damages, expenses or costs arising out of any such violations, breaches, or non-
<br />performance and (b) any other back-charges or credits.
<br />5. Changes. The City may, from time to time but always subject to the BIA
<br />Ordinance, unilaterally change the Work of the Service Provider to be performed hereunder.
<br />Such changes, including any increase or decrease in the Work (and resulting increase or decrease
<br />in compensation), shall: (a) be made only in writing and signed by an authorized City
<br />representative, (b) be explicitly identified as an amendment to this Agreement and (c) become a
<br />part of this Agreement.
<br />6. Subletting/Assignment of Contracts/Conveyance of Title of Certain Assets.
<br />A. The City consents to the Service Provider's subcontracting for
<br />neighborhood ambassador, maintenance, and appearance enhancement services as described in
<br />Sections 1.A. and 1.B. above. Service Provider shall not otherwise sublet or assign any of the
<br />Work without the express, prior written consent of the City.
<br />B. Service Provider shall convey to the City, at the City’s option, title to assets
<br />such as lighting improvements, trash receptacles, planting containers, and other items of tangible
<br />personal property acquired for street and sidewalk use together with any other assets acquired
<br />by the Service Provider for BIA purposes.
<br />7. Indemnification. Except as otherwise provided in this Section, the Service
<br />Provider hereby agrees to defend and indemnify and save harmless the City from any and all
<br />Claims arising out of, in connection with, or incident to any negligent or intentional acts, errors,
<br />omissions, or conduct by Service Provider (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. The Service Provider is obligated to defend and
<br />indemnify and save harmless the City pursuant to this Section whether a Claim is asserted directly
<br />against the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted
<br />against someone else who then seeks contribution or indemnity from the City. The Service
<br />Provider’s duty to defend and indemnify and save harmless pursuant to this Section is not in any
<br />way limited to, or by the extent of, insurance obtained by, obtainable by, or required of the
<br />Service Provider. The Service Provider’s obligations under this Section shall not apply to Claims
<br />caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and
<br />(2) such Claim is caused by or results from the concurrent negligence of (a) the Service Provider,
<br />its employees, subcontractors/subconsultants or agents and (b) the City, then the Service
<br />Provider’s liability under this Section shall be only to the extent of Service Provider’s
<br />negligence. Solely and expressly for the purpose of its duties to indemnify and defend and save
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