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immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for
<br /> Contractor's material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked and
<br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b)those hours
<br /> worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that
<br /> were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the
<br /> United States Mail to Contractor's address provided herein, postage prepaid, certified or registered mail,
<br /> return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method
<br /> reasonably believed to provide Contractor actual notice in a timely manner, such as fax. The City does
<br /> 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 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 of
<br /> work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and signed
<br /> by an authorized City representative, (b)be explicitly identified as a Change Order and(c)become a part
<br /> 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 negligent, reckless or intentional acts, errors, omissions, or
<br /> conduct by Contractor relating to, or arising out of its performance of, this Agreement. The
<br /> Contractor will defend and indemnify the City whether a Claim is asserted directly against the
<br /> City, or whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the City. The amount of insurance
<br /> obtained by, obtainable by, or required of the Contractor does not in any way limit the
<br /> Contractor's duty to defend and indemnify the City. The City retains the right to approve Claims
<br /> investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br /> 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
<br /> referred to in this Contract as "Damages") means a final judgment in a judicial proceeding for
<br /> damages arising out of bodily injury to persons or damage to property. The City and Contractor
<br /> expressly agree Damages do not include or apply to any third-party claims, demands or suits that
<br /> have not been reduced to final judgment. The Contractor is not required to indemnify the City,
<br /> its officers, agents, and employees for Damages caused solely by the negligence of the City. If
<br /> Damages are caused by, or result from, the concurrent negligence of the Contractor and the City,
<br /> then Contractor shall indemnify the City only to 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
<br /> limited to, attorney's fees and litigation expenses), suits, judgments, or damage, whether
<br /> threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or any
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