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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 Beck ("Notice"). The Notice shall specify a termination date
<br /> ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The Notice shall be
<br /> effective ("Notice Date")upon the earlier of either actual receipt by Beck(whether by fax,mail,delivery
<br /> or other method reasonably calculated to be received by Beck in a reasonably prompt manner) or three
<br /> calendar days after issuance of the Notice. Upon the Notice Date,Beck shall immediately commence to
<br /> end the Work in a reasonable and orderly manner. Unless terminated for Beck's material breach, Beck
<br /> shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice
<br /> Date, less all payments previously made; and (b) those hours worked and Eligible Expenses incurred
<br /> after the Notice Date,but prior to the Termination Date, that were reasonably necessary to terminate the
<br /> Work in an orderly manner. The Notice shall be sent by the United States Mail to Beck's address
<br /> provided herein, postage prepaid, certified or registered mail,return receipt requested, or by delivery. In
<br /> addition, the Notice may also be sent by any other method reasonably believed to provide Beck actual
<br /> notice in a timely manner, such as fax. The City does not by this section waive, release or forego any
<br /> legal remedy for any violation,breach or non-performance of any of the provision of this Agreement. At
<br /> its sole option, City may deduct from the final payment due Beck (a) any damages, expenses or costs
<br /> arising out of any 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 Beck to
<br /> be performed hereunder. Such changes, including any increase or decrease in the scope of work (and
<br /> resulting increase or decrease in compensation), shall: (a) be made only in writing and signed by an
<br /> authorized City representative, (b) be explicitly identified as a Change Order and (c) become a part of
<br /> this Agreement.
<br /> 9. Subletting/Assignment of Contracts. Beck shall not sublet or assign any of the Work without the
<br /> express,prior written consent of the City,which consent shall not be unreasonably withheld.
<br /> 10. Indemnification.
<br /> A. Except as otherwise provided in this paragraph, Beck hereby agrees to defend and indemnify the
<br /> City from-any and all Claims arising out of, in connection with, or incident to any negligent or reckless
<br /> acts, errors, omissions, or willful misconduct by Beck (or its employees, agents, representatives, and
<br /> subconsultants)relating to this Agreement. Beck is obligated to defend and indemnify the City pursuant
<br /> to this paragraph whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br /> against the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity
<br /> from the City. The Beck's duty to defend and indemnify pursuant to this paragraph is not in any way
<br /> limited to, or by the extent of, insurance obtained by, obtainable by, or required of the Beck. Beck shall
<br /> not indemnify the City for Claims caused by the negligence of the City. If(1)RCW 4.24.115 applies to a
<br /> particular Claim, and(2)the bodily injury or damage to property for which Beck is to indemnify the City
<br /> is caused by or results from the concurrent negligence of(a) the Beck, its employees, subconsultants or
<br /> agents and (b) the City, then the Beck's duty to indemnify shall be valid and enforceable only to the
<br /> extent allowed by RCW 4.24.115. Solely and expressly for the purpose of its duties to indemnify and
<br /> defend the City, Beck specifically waives any immunity it may have under the State Industrial Insurance
<br /> Law,Title 51 RCW. Beck recognizes that this waiver of immunity under Title 51 RCW was specifically
<br /> entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As
<br /> used in this paragraph: (1) "City"includes the City's officers, employees, agents, and representatives; (2)
<br /> "Claims"include,but are not limited to, any and all losses,claims, demands,expenses(including,but not
<br /> limited to, attorney's fees and litigation expenses), suits,judgments, or damage, irrespective of the type
<br /> of relief sought or demanded, such as money or injunctive relief, and irrespective of whether the damage
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