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<br /> termination date ("Termination Date")at least fourteen(14)days after the date the Notice is issued. The
<br /> Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider
<br /> (whether by fax,mail, delivery or other method reasonably calculated to be received by Service Provider
<br /> in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice
<br /> Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner.
<br /> Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed
<br /> for: (a)all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments
<br /> previously made; and(b)those hours worked and Eligible Expenses incurred after the Notice Date, but
<br /> prior to the Termination Date,that were reasonably necessary to terminate the Work in an orderly
<br /> manner. The Notice shall be sent by the United States Mail to Service Provider's address provided
<br /> herein, 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 actual
<br /> notice in a timely manner, such as fax. The City does not by this section waive, release, or forego any
<br /> legal remedy for any violation, breach, or non-performance of any of the provision of this Agreement. At
<br /> its sole option, City may deduct from the final payment due Service Provider(a)any damages, expenses
<br /> or costs arising out of any such violations, breaches, or non-performance and(b)any other backcharges
<br /> or credits. The City shall not pay Service Provider for any expenses incurred or work done following the
<br /> effective date of termination unless authorized in writing by the City before the expenses are incurred or
<br /> the work is done.
<br /> 6. Changes. The City may, from time to time, unilaterally decrease the scope of the services of
<br /> Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease
<br /> in compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b)
<br /> be explicitly identified as such and(c)become a part of this Agreement.
<br /> 7. 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 /> 8. Indemnification.
<br /> A. Service Provider will 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 relating to, or
<br /> arising out of its performance of, this Agreement. Service Provider will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the
<br /> City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br /> City. The amount of insurance obtained by, obtainable by, or required of Service Provider does not in any
<br /> way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve
<br /> Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br /> said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Service Provider and the City agree that the term "damages" as used in RCW 4.24.115 (and referred
<br /> to in this Contract as "Damages")means a final judgment in a judicial proceeding for damages arising
<br /> out of bodily injury to persons or damage to property. The City and Service Provider expressly agree
<br /> Damages do not include or apply to any third-party claims, demands or suits that have not been reduced
<br /> to final judgment. Service Provider is not required to indemnify the City, its officers, agents, and
<br /> employees for Damages caused solely by the negligence of the City. If Damages are caused by, or result
<br /> from, the concurrent negligence of Service Provider and the City,then Service Provider shall indemnify
<br /> the City only to the extent of Service Provider's negligence.
<br /> C. As used in this section: (1)"City" includes the City's officers, employees, agents, and
<br /> representatives; (2)"Claims" include all losses, claims, demands, expenses(including,but not limited to,
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