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<br />performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment,
<br />and incidentals necessary to complete the Performance.
<br />B. In the event of termination, compensation will be paid in accordance with Section
<br />6 of this Agreement.
<br />C. If Artist fails or refuses to accept direction or carry out the reasonable directions
<br />of the City in performance of its work, the City may, in addition to any other remedy, withhold from any
<br />payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of
<br />remedying any damage caused by Artist’s conduct, including, but not limited to, costs of refunding tickets
<br />and procuring covering acts or Performers.
<br />D. Total compensation, including all services and expenses, shall not exceed the
<br />Maximum Compensation Amount in the Basic Provisions.
<br />6. Termination of Contract. City reserves the right to terminate this Agreement at any time
<br />by sending written notice of termination to Artist (“Notice”). The Notice shall be effective immediately
<br />upon its receipt by Artist, even if just before or during a Performance. In the event the Notice is delivered
<br />less than 8 days prior to Artist’s first scheduled performance, the City shall compensate Artist for one-half
<br />of Artist’s performance, or one-half of Artist’s performances if there are more than one scheduled
<br />performance. In the event the Notice is delivered 8 days or more prior to Artist’s first scheduled
<br />performance, no compensation, including compensation for services or expenses, will be paid. Artist shall
<br />not be entitled to any expenses for the cancellation of any Performances scheduled to occur after the day
<br />of the delivery of the Notice. The Notice may be delivered by email, mail or in person. If delivery is by
<br />email, delivery is presumed upon its being sent. If the Notice is delivered during a Performance, Artist
<br />shall immediately end the show in a professional manner and without causing any disruption. The City
<br />does not by this section waive, release, or forego any legal remedy for any violation, breach, or non-
<br />performance of any of the provision of this Agreement. At its sole option, City may deduct from the final
<br />payment due Artist (a) any damages, expenses, or costs arising out of any such violations, breaches, or
<br />non-performance and (b) any other back charges or credits.
<br />7. Cancellation Due to Weather. At its sole option, City may cancel individual Performances
<br />due to inclement weather or emergency. No payment shall be made for such cancelled Performance,
<br />except if Notice is delivered the day of or during a Performance, then that individual Performance shall be
<br />deemed a completed Performance for the purposes of determining pro rata compensation. If a
<br />Performance is cancelled due to inclement weather or emergency and Notice is delivered prior to the day
<br />of the Performance, that Performance will not be deemed a completed Performance if this Agreement is
<br />later terminated by the City.
<br />8. Subletting/Assignments of Contracts. This is a contract for personal services. Artist shall
<br />not sublet or assign any of the Performance without the express, prior written consent of the City.
<br />9. Indemnification. Except as otherwise provided in this section, Artist hereby agrees to
<br />defend and indemnify the City from any and all claims arising out of, in connection with, or incident to
<br />any acts, errors, omissions, or conduct by Artist (or its employees, agents, representatives or support
<br />personnel) relating to this Agreement, whether such Claims sound in contract, tort, or any other legal
<br />theory. Solely and expressly for the purpose of its duties to indemnify and defend the City, Artist
<br />specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. Artist
<br />recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1)
<br />“City” includes the City’s officers, employees, agents, and representatives and (2) “Claims” include, but is
<br />not limited to, any and all losses, claims, demands, expenses (including, but not limited to, attorney’s fee
<br />and litigation expenses), suits, judgments, or damage, irrespective of the type of relief sought or
<br />demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is bodily
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