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5 <br /> 7. Termination of Contract. Either party may terminate this Agreement at any time by sending <br /> written notice of termination to the other party ("Notice"). The Notice shall specify a termination date <br /> ("Termination Date") at least thirty (30) days after the date the Notice is issued. The Notice shall be <br /> effective ("Notice Date") upon the earlier of either actual receipt by the other party (whether by fax, <br /> mail, delivery or other method reasonably calculated to be received by the other party in a reasonably <br /> prompt manner)or three calendar days after issuance of the Notice.Upon the Notice Date,the other party <br /> shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for <br /> material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked and Eligible <br /> Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours worked <br /> and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were <br /> reasonably necessary to terminate the Work in an orderly manner. Such Eligible Expenses may include, <br /> but are not necessarily limited to, obligations entered into prior to the Notice Date that may not be <br /> cancelled or may not be cancelled without penalty. In the case of an obligation that cannot be cancelled <br /> without penalty, Contractor shall advise the City of the amount of penalty so that the City may choose <br /> whether to proceed with the obligation or to cancel and incur the penalty. The Notice shall be sent by the <br /> United States Mail to the other party's address provided herein, postage prepaid, certified or registered <br /> mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by any other <br /> method reasonably believed to provide the other party actual notice in a timely manner, such as fax. The <br /> City 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 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 scope of the services of the Contractor to be performed hereunder may be changed as <br /> provided in this section. Additional services may only be added by amending this Agreement. Such <br /> amendment shall describe the scope of additional services, the compensation for such services, and any <br /> Eligible Expenses. The City may decrease the scope of services to be provided by providing written <br /> notice to the Contractor and the compensation to be paid hereunder shall be equitably adjusted. Any <br /> amendment to this Agreement shall: (a) be made only in writing and signed by an authorized City <br /> representative,(b)be explicitly identified as a Change Order and(c)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 and only to the extent allowed by <br /> Washington State law, the Contractor hereby agrees to defend and indemnify the City from any and all <br /> Claims arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by <br /> Contractor (or its employees, agents, representatives subcontractors/subconsultants) relating to this <br /> Agreement. The Contractor is obligated to defend and indemnify the City pursuant to this paragraph <br /> whether a Claim is asserted directly against the City, or whether it is asserted indirectly against the City, <br /> e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the City. <br /> The Contractor's duty to defend and indemnify pursuant to this paragraph is not in any way limited to,or <br /> by the extent of,insurance obtained by, obtainable by,or required of the Contractor.The Contractor shall <br /> not indemnify the City for Claims caused solely by the negligence of the City. If (1) RCW 4.24.115 <br /> applies to a particular Claim, and (2) the bodily injury or damage to property for which the Contractor is <br /> to indemnify the City is caused by or results from the concurrent negligence of (a) the Contractor, its <br /> employees, subcontractors/subconsultants or agents and (b) the City, then the Contractor's duty to <br /> indemnify shall be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely and <br /> expressly for the purpose of its duties to indemnify and defend the City, the Contractor specifically <br /> - 10 <br /> 3 <br />