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be effective ("Notice Date")upon the earlier of either actual receipt by Contractor(whether by fax,mail,
<br /> delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt
<br /> manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Contractor shall
<br /> immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for
<br /> Contractor's material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked and
<br /> Eligible Expenses 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 Date, that
<br /> were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the
<br /> United States Mail to Contractor's address provided herein,postage prepaid, certified or registered mail,
<br /> return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method
<br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City does
<br /> 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 the Contractor (a) any damages, expenses or costs arising out of any such violations,
<br /> breaches,or non-performance and (b) any other backcharges or credits.
<br /> 8. Changes. The City may, from time to time, unilaterally change the scope of the services of the
<br /> Contractor to be performed hereunder. Such changes, including any increase or decrease in the scope of
<br /> work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and signed
<br /> by an authorized City representative, (b)be explicitly identified as a Change Order and (c) become a part
<br /> of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of the Work
<br /> without the express, prior written consent of the City.
<br /> 10. Indemnification. Except as otherwise provided in this paragraph, the Contractor 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 Contractor (or its employees, agents, representatives
<br /> subcontractors/subconsultants) relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City, or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to,or by the extent of, insurance obtained by,obtainable by,or
<br /> required of the Contractor. The Contractor shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) the bodily injury or
<br /> damage to property for which the Contractor is to indemnify the City is caused by or results from the
<br /> concurrent negligence of(a) the Contractor, its employees, subcontractors/subconsultants or agents and
<br /> (b) the City, then the Contractor's duty to indemnify shall be valid and enforceable only to the extent
<br /> allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend
<br /> the City, the Contractor specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. The Contractor recognizes that this waiver of immunity under Title 51
<br /> RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br /> mutual negotiation. As used in this paragraph: (1)"City" includes the City's officers, employees,agents,
<br /> and representatives and (2) "Claims" include, but is not limited to, any and all losses, claims, demands,
<br /> expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or
<br /> damage, irrespective of.the type of relief sought or demanded, such as money or injunctive relief, and
<br /> irrespective of whether the damage alleged is bodily injury, damage to property, economic loss, general
<br /> damages, special damages, or punitive damages. If, and to the extent, Contractor employs or engages
<br /> subconsultants or subcontractors, then Contractor shall ensure that each such subconsultant and
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