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General Provisions - 2 <br />shall specify a termination date (“Termination Date”) which date shall be a minimum of sixty days <br />after the date on which the Notice is sent. The Notice shall be effective (“Notice Date”) upon the <br />earlier of either actual receipt by other party (whether by email, mail, delivery or other method <br />reasonably calculated to be received by Service Provider in a reasonably prompt manner) or three <br />calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall <br />immediately commence to end the Work in a reasonable and orderly manner. Unless terminated <br />for Service Provider’s material breach, 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. <br />If the City alleges material breach by the Service Provider, City shall provide written notice to the <br />Service Provider with an explanation of the alleged breach, any resolution proposed by the City, <br />and shall allow the Service Provider ten business days to cure the breach. Service Provider shall <br />respond in writing to the City within five business days of receipt of the written notice, with an <br />explanation as to alleged breach and its plan to cure the breach. If the Service Provider fails or <br />refuses to cure a material breach, the City may terminate this Agreement for cause thirty days <br />after Notice is sent to the Service Provider. The City and the Service Provider may alter any date <br />identified in this Section by written mutual agreement. <br />The City does not by this Section waive, release or forego any legal remedy for any violation, <br />breach or non-performance of any of the provision of this Agreement. At its sole option, and <br />without limitation of or prejudice to any other available remedy or recourse, the City may deduct <br />from the final payment due Service Provider (a) any damages, expenses or costs arising out of any <br />such violations, breaches, or non-performance and (b) any other backcharges or credits. The <br />Service Provider does not by this Section waive, release or forego any legal remedy for any <br />violation, breach or non-performance by the City of any provision of this Agreement. <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’s duty to defend and indemnify and save harmless <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’s obligations under this Section <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