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<br /> 7. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br /> sending written notice of termination to Contractor ("Notice"). The Notice shall specify a termination
<br /> date ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The Notice
<br /> shall be effective ("Notice Date") upon the earlier of either actual receipt by Contractor (whether by
<br /> fax, mail, delivery or other method reasonably calculated to be received by Contractor in a reasonably
<br /> prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Contractor
<br /> shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated
<br /> for Contractor's material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked
<br /> and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b) those
<br /> hours worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date,
<br /> that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent
<br /> by the United States Mail to Contractor's address provided herein, postage prepaid, certified or
<br /> registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by
<br /> any other method reasonably believed to provide Contractor actual notice in a timely manner, such as
<br /> fax. The City does not by this section waive, release or forego any legal remedy for any violation,
<br /> breach or non-performance of any of the provision of this Agreement. At its sole option, City may
<br /> deduct from the final payment due the Contractor (a) any damages, expenses or costs arising out of any
<br /> such violations, 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
<br /> of work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and
<br /> signed by an authorized City representative, (b) be explicitly identified as a Change Order and (c)
<br /> become a part 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
<br /> to 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
<br /> then seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify
<br /> pursuant to this paragraph is not in any way limited to, or by the extent of, insurance obtained by,
<br /> obtainable by, or required of the Contractor. The Contractor shall not indemnify the City for Claims
<br /> caused solely by the negligence of the City. If(1)RCW 4.24.115 applies to a particular Claim, and (2)
<br /> the bodily injury or damage to property for which the Contractor is to indemnify the City is caused by
<br /> or results from the concurrent negligence of (a) the Contractor, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Contractor's duty to indemnify shall
<br /> be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely and expressly for the
<br /> purpose of its duties to indemnify and defend the City, the Contractor specifically waives any immunity
<br /> it may have under the State Industrial Insurance Law, Title 51 RCW. The Contractor recognizes that
<br /> this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of
<br /> RCW 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1) "City"
<br /> includes the City's officers, employees, agents, and representatives and (2) "Claims" include, but is not
<br /> limited to, any and all losses, claims, demands, expenses (including, but not limited to, attorney's fees
<br /> and litigation expenses), suits, judgments, or damage, irrespective of the type of relief sought or
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