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<br /> 7. Termination of Contract. City reserves the right to terminate this Agreement at any time
<br /> by sending written notice of termination to Service Provider("Notice"). The Notice shall specify
<br /> a termination date ("Termination Date") at least fourteen (14) days after the date the Notice is
<br /> issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by
<br /> Service Provider (whether by fax, mail, delivery or other method reasonably calculated to be
<br /> received by Service Provider in a reasonably prompt manner) or three calendar days after
<br /> issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to
<br /> end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's
<br /> material breach, the Service Provider shall be paid or reimbursed for: (a) all hours worked and
<br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b)
<br /> those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the
<br /> Termination Date, that were reasonably necessary to terminate the Work in an orderly manner.
<br /> The Notice shall be sent by the United States Mail to Service Provider's address provided herein,
<br /> postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition,
<br /> the Notice may also be sent by any other method reasonably believed to provide Service Provider
<br /> actual notice in a timely manner, such as fax. The City does not by this section waive, release or
<br /> forego any legal remedy for any violation, breach or non-performance of any of the provision of
<br /> this Agreement. At its sole option, 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 backcharges or credits.
<br /> 8. Changes. The City may, from time to time, unilaterally change the scope of the services of
<br /> 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 City representative, (b)be explicitly identified
<br /> 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 City.
<br /> 10. Indemnification. Except as otherwise provided in this paragraph, the Service Provider
<br /> hereby agrees to defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with, or incident to any acts, errors, omissions, or conduct by Service Provider(or its
<br /> employees, agents, representatives subcontractors/subconsultants) relating to this Agreement,
<br /> whether such Claims sound in contract, tort, or any other legal theory. The Service Provider is
<br /> obligated to defend and indemnify the City pursuant to this paragraph whether a Claim is
<br /> asserted directly against the City, or whether it is asserted indirectly against the City, e.g., a
<br /> Claim is asserted against someone else who then seeks contribution or indemnity from the City.
<br /> The Service Provider's duty to defend and indemnify pursuant to this paragraph is not in any way
<br /> limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Service
<br /> Provider. The Service Provider shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) the bodily
<br /> injury or damage to property for which the Service Provider is to indemnify the City is caused by
<br /> or results from the concurrent negligence of (a) the Service Provider, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Service Provider's duty to
<br /> indemnify shall be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely
<br /> and expressly for the purpose of its duties to indemnify and defend the City,the Service Provider
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