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<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 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 /> waives any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. The
<br /> Contractor recognizes that this waiver of immunity under Title 51 RCW was specifically entered into
<br /> pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this
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