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<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.
<br /> A. Contractor will defend and indemnify the City from any and all Claims arising out of, in
<br /> connection with, or incident to any acts, errors, omissions, or conduct by Contractor relating to, or
<br /> arising out of its performance of, this Agreement. The Contractor will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against
<br /> the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from
<br /> the City. The amount of insurance obtained by, obtainable by, or required of the Contractor does not in
<br /> any way limit the Contractor's duty to defend and indemnify the City. The City retains the right to
<br /> approve Claims investigation and counsel assigned to said Claim and all investigation and legal work
<br /> regarding said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Contractor and the City agree that the term "damages" as used in RCW 4.24.115 (and referred to
<br /> in this Contract as "Damages") means a fmal judgment in a judicial proceeding for damages arising out
<br /> of bodily injury to persons or damage to property. The City and Contractor expressly agree Damages
<br /> do not include or apply to any third-party claims, demands or suits that have not been reduced to final
<br /> judgment. The Contractor is not required to indemnify the City, its officers, agents, and employees
<br /> for Damages caused solely by the negligence of the City. If Damages are caused by, or result from, the
<br /> concurrent negligence of the Contractor and the City, then Contractor shall indemnify the City only to
<br /> the extent of Contractor's negligence.
<br /> C. As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives; (2) "Claims" include all losses, claims, demands, expenses (including, but not limited
<br /> to, attorney's fees and litigation expenses), suits, judgments, or damage, whether threatened, asserted
<br /> or filed against the City, whether such Claims sound in tort, contract, or any other legal theory,
<br /> whether such Claims have been reduced to judgment or arbitration award, irrespective of the type of
<br /> relief sought or demanded (such as money or injunctive relief), and irrespective of the type of damage
<br /> alleged (such as bodily injury, damage to property, economic loss, general damages, special damages,
<br /> or punitive damages); and (3) "Contractor" includes Contractor, its employees, agents, representatives
<br /> and subcontractors. If, and to the extent, Contractor employs or engages subcontractors, then
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