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4 <br /> 5. •Termination of Contract. City reserves the right to terminate this Agreement at any time by <br /> sending written notice of termination to Service Provider("Notice"). The Notice shall specify a <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 or <br /> 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 to <br /> in this Contract as"Damages")means a final judgment in a judicial proceeding for damages arising out of <br /> bodily injury to persons or damage to property.The City and Service Provider expressly agree Damages <br /> do not include or apply to any third-party claims,demands or suits that have not been reduced to final <br /> judgment. Service Provider is not required to indemnify the City,its officers,agents,and employees for <br /> Damages caused solely by the negligence of the City.If Damages are caused by,or result from,the <br /> concurrent negligence of Service Provider and the City,then Service Provider shall indemnify the City <br /> only to the extent of Service Provider's negligence. <br /> Page 3 <br /> 18 <br />