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General Provisions - 3
<br />immediately commence to end the Work in a reasonable and orderly manner. Unless terminated
<br />Service Provider shall be paid or reimbursed for: (a) all
<br />hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously
<br />made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but prior
<br />to the Termination Date, that were reasonably necessary to terminate the Work in an orderly
<br />manner. The City does not by this Section waive, release or forego any legal remedy for any
<br />violation, breach or non-performance of any of the provision of this Agreement. At its sole option,
<br />and without limitation of or prejudice to any other available remedy or recourse, the City may
<br />deduct from the final payment due Service Provider (a) any damages, expenses or costs arising
<br />out of any such violations, breaches, or non-performance and (b) any other backcharges or
<br />credits.
<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of Service
<br />Provider to be performed hereunder. Such changes, including any increase or decrease in the
<br />scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in
<br />writing and signed by an authorized City representative, (b) be explicitly identified as an
<br />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 Work
<br />without the express, prior written consent of the City.
<br />10. Indemnification. Except as otherwise provided in this Section, Service Provider hereby agrees to
<br />defend and indemnify and save harmless the City from any and all Claims arising out of, in
<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br />Service Provider (or its employees, agents, representatives or subcontractors/subconsultants)
<br />relating to this Agreement, whether such Claims sound in contract, tort, or any other legal theory.
<br />Service Provider is obligated to defend and indemnify and save harmless the City pursuant to this
<br />Section whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks contribution or
<br />indemnity from the City. Service Provider
<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 Service Provider. Service Provider
<br />shall not apply to Claims caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to
<br />a particular Claim, and (2) such Claim is caused by or results from the concurrent negligence of
<br />(a) Service Provider, its employees, subcontractors/subconsultants or agents and (b) the City,
<br />then Service Provider obligations under this Section shall be only to the extent of Service
<br /> Solely and expressly for the purpose of its duties to indemnify and defend
<br />and save harmless the City, Service Provider specifically waives any immunity it may have under
<br />the State Industrial Insurance Law, Title 51 RCW. Service Provider recognizes that this waiver of
<br />immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW
<br />is not limited to, any and all losses, penalties, fines, claims, demands, expenses (including, but not
<br />the type of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br />whether the damage alleged is bodily injury, damage to property, economic loss, general
<br />damages, special damages, or punitive damages or infringement or misappropriation of any
<br />patent, copyright, trade secret, or other proprietary right. If, and to the extent, Service Provider
<br />employs or engages subconsultants or subcontractors, then Service Provider shall ensure that
<br />each such subconsultant and subcontractor (and subsequent tiers of subconsultants and
<br />subcontractors) shall expressly agree to defend and indemnify and save harmless the City to the
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