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this Agreement. <br /> C. Spectra shall pay the City for services rendered no more than thirty (30) days following <br /> billing by City. <br /> D. Notwithstanding the provisions of Section 4, failure by Spectra to compensate City <br /> according to this Agreement shall give City the right to terminate this Agreement effective <br /> immediately. <br /> 4. Termination of Contract. Either party may terminate this Agreement by sending written <br /> notice of termination to the other ("Notice"). The Notice shall specify a termination date <br /> ("Termination Date") at least sixty (60) days after the date the Notice is issued. The Notice <br /> shall be deemed issued ("Notice Date") upon the earlier of either actual receipt or three calendar <br /> days after mailing. Upon issuance of notice to terminate, the City shall immediately commence <br /> to end the Work in a reasonable and orderly manner. Spectra shall reimburse the City, in <br /> accordance with section 3,for all Services provided while this Agreement remains in effect as well <br /> as hours worked after the Notice Date that are reasonably necessary to terminate Services in a <br /> reasonable and orderly manner. Notice shall be hand delivered or sent by United States Mail, <br /> postage prepaid, certified or registered mail, return receipt requested, to the individuals at the <br /> addresses set forth in section 13. Termination of this Agreement shall not waive or release either <br /> party from any claim, obligation, or remedy provided by this Agreement, including but not limited <br /> to a claim for damages for breach of the Agreement or indemnification under section 6. <br /> 5. Assignment. This Agreement shall not be assigned without the prior written consent of the <br /> other party. <br /> 6. Indemnification. Spectra shall hold harmless, indemnify and defend the City, its officers, <br /> employees and agents from and against any and all claims, actions, suits, liability, loss, expenses, <br /> damages and judgments of any nature whatsoever, including costs and attorney's fees in <br /> defense thereof, caused by or arising out of Spectra's negligent or intentional acts, errors or <br /> omissions. In the event of the concurrent negligence of the parties, Spectra's obligations <br /> hereunder shall apply only to the percentage of fault attributable to Spectra, its officers, <br /> employees or agents. <br /> City shall hold harmless, indemnify and defend Spectra, its officers, employees and agents <br /> from and against any and all claims, actions, suits, liability, loss, expenses, damages and <br /> judgments of any nature whatsoever, including costs and attorney's fees in defense thereof, for <br /> injury, sickness, liability or death to persons or damage to property or business, caused by or <br /> arising out of City's negligent or intentional acts, errors or omissions in the performance of <br /> this Agreement. In the event of the concurrent negligence of the parties, City's obligations <br /> hereunder shall apply only to the percentage of fault attributable to City, its officers, employees or <br /> agents. The City shall be liable under this paragraph for matters requiring the exercise of <br /> professional judgment of EPD officers only to the extent they are grossly negligent. <br /> 7. Independent Contractor. The parties do not intend to create an employer-employee <br /> 2 <br />