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D.Notwithstanding the provisions of Section 4, failure by Spectra to compensate City according
<br />to this Agreement shall give City the right to terminate this Agreement effective immediately.
<br />4.Termination of Contract. Either party may terminate this Agreement by sending written notice of
<br />termination to the other ("Notice"). The Notice shall specify a termination date ("Termination Date") at
<br />least sixty (60) days after the date the Notice is issued. The Notice shall be deemed issued ("Notice Date")
<br />upon the earlier of either actual receipt or three calendar days after mailing. Upon issuance of notice to
<br />terminate, the City shall immediately commence to end the Work in a reasonable and orderly manner.
<br />Spectra shall reimburse the City, in accordance with section 3, for all Services provided while this
<br />Agreement remains in effect as well as hours worked after the Notice Date that are reasonably necessary
<br />to terminate Services in a reasonable and orderly manner. Notice shall be hand delivered or sent by
<br />United States Mail, postage prepaid, certified or registered mail, return receipt requested, to the
<br />individuals at the addresses set forth in section 13. Termination of this Agreement shall not waive or
<br />release either party from any claim, obligation, or remedy provided by this Agreement, including but not
<br />limited 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 other
<br />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 defense thereof,
<br />caused by or arising out of Spectra's negligent or intentional acts, errors or omissions. In the event of the
<br />concurrent negligence of the parties, Spectra's obligations hereunder shall apply only to the percentage of
<br />fault attributable to Spectra, its officers, employees or agents.
<br />City shall hold harmless, indemnify and defend Spectra, its officers, employees and agents from and
<br />against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature
<br />whatsoever, including costs and attorney's fees in defense thereof, for injury, sickness, liability or death to
<br />persons or damage to property or business, caused by or arising out of City's negligent or intentional acts,
<br />errors or omissions in the performance of this Agreement. In the event of the concurrent negligence of the
<br />parties, City's obligations hereunder shall apply only to the percentage of fault attributable to City, its
<br />officers, employees or agents. The City shall be liable under this paragraph for matters requiring the
<br />exercise of 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 relationship
<br />by this Agreement
<br />8.Audits and Inspections. At any time during normal business hours and as often as the City may
<br />deem necessary, Spectra shall make available to the City for the City's examination all of Spectra's
<br />records and documents with respect to all matters covered by this Agreement Furthermore, Spectra will
<br />permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make
<br />audits of all contracts, invoices, materials, payrolls, records and other data relating to all matters covered
<br />by this Agreement.
<br />9.Compliance with Federal, State and Local Laws. Both parties shall comply with all applicable
<br />federal, state and local laws, regulations, and ordinances.
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