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12 <br /> earlier of either actual receipt by Service Provider(whether by fax, mail,delivery or other <br /> method reasonably calculated to be received by Service Provider in a reasonably prompt <br /> manner) or three calendar days after issuance of the Notice. Upon the Notice Date, <br /> Service Provider shall immediately commence to end the Work in a reasonable and <br /> orderly manner. Unless terminated for Service Provider's material breach, Service <br /> Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses <br /> incurred up to the Notice Date, less all payments previously made; and (b) those hours <br /> worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination <br /> Date, that were reasonably necessary to terminate the Work in an orderly manner, The <br /> 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 <br /> delivery. In addition, the Notice may also be sent by any other method reasonably <br /> believed to provide Service Provider actual notice in a timely manner, such as fax. The <br /> 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 provisions of this Agreement. At its sole option, <br /> 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 <br /> backcharges or credits. The City shall not pay Service Provider for any expenses <br /> incurred or work done following the effective date of termination unless authorized in <br /> writing by the City before the expenses are incurred or the work is done. <br /> 8. Changes. The City may, from time to time, unilaterally change the scope of the <br /> services of the Service Provider to be performed hereunder. Such changes, including any <br /> increase or decrease in the scope of work, shall: (a) be made only in writing and signed <br /> by an authorized City representative, (b) be explicitly identified as an amendment to this <br /> Agreement, and (c)become part of this Agreement. <br /> 9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any <br /> of the Work without the express, prior written consent of the City. <br /> 10. Indemnification. <br /> A. Service Provider will defend and indemnify the City from any and all Claims <br /> arising out of, in connection with, or incident to any acts, errors, omissions, or <br /> conduct by Service Provider relating to,or arising out of her performance of,this <br /> Agreement. Service Provider will defend and indemnify the City whether a <br /> Claim is asserted directly against the City, or whether a Claim is asserted <br /> indirectly against the City, e.g. a Claim is asserted against someone else who <br /> then seeks contribution or indemnity from the City. The amount of insurance <br /> obtained by, obtainable by, or required of Service Provider does not in any way <br /> limit Service Provider's duty to defend and indemnify the City. The City retains <br /> the right to approve Claims investigation and counsel assigned to said Claim and <br /> all investigation and legal work regarding said Claim shall be performed under a <br /> fiduciary relationship to the City. <br /> B. Service Provider and the City agree that the term "damages" as used in RCW <br /> 4.24.115 (and referred to in this Agreement as "Damages") means a final <br /> judgment in a judicial proceeding for damages arising out of bodily injury to <br /> 119 <br /> Page 3 of 9 <br />