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<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
<br /> the 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 but only to the extent
<br /> caused by the ordinary negligence, gross negligence, wrongful conduct undertaken with scienter,
<br /> or professional negligence of Service Provider (or its employees, agents, representatives, or
<br /> subcontractors/subconsultants). The Service Provider is obligated to defend and indemnify the
<br /> City pursuant to this paragraph whether a Claim is asserted directly against the City, or whether it
<br /> is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Service Provider's duty to defend and
<br /> indemnify pursuant to this paragraph is not in any way limited to, or by the extent of, insurance
<br /> obtained by, obtainable by, or required of the Service Provider. The Service Provider shall not
<br /> indemnify the City for Claims caused solely by the negligence of the City. If(1) RCW 4.24.115
<br /> applies to a particular Claim, and (2) the bodily injury or damage to property for which the
<br /> Service Provider is to indemnify the City is caused by or results from the concurrent negligence
<br /> of (a) the Service Provider, its employees, subcontractors/subconsultants or agents and (b) the
<br /> City, then the Service Provider's duty to indemnify shall be valid and enforceable only to the
<br /> extent allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties to indemnify
<br /> and defend the City, the Service Provider specifically waives any immunity it may have under the
<br /> State Industrial Insurance Law, Title 51 RCW. The Service Provider recognizes that this waiver
<br /> of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of
<br /> RCW 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1) "City"
<br /> includes the City's officers, employees, agents, and representatives and (2) "Claims" include, but
<br /> is not limited to, any and all losses, claims, demands, expenses (including, but not limited to,
<br /> attorney's fees and litigation expenses), suits, judgments, or damage, irrespective of the type of
<br /> relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br /> damage alleged is bodily injury, damage to property, economic loss, general damages, special
<br /> damages, or punitive damages. If, and to the extent, Service Provider employs or engages
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