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<br /> issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by
<br /> CHI(whether by fax, mail, delivery or other method reasonably calculated to be received by CHI
<br /> in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the
<br /> Notice Date, CHI shall immediately commence to end the Work in a reasonable and orderly
<br /> manner. Unless terminated for CHI's material breach, CHI shall be paid or reimbursed for: (a)
<br /> all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments
<br /> previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice
<br /> Date, but prior to the Termination Date, that were reasonably necessary to terminate the Work in
<br /> an orderly manner. The Notice shall be sent by the United States Mail to CHI's address provided
<br /> 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 CHI
<br /> actual notice in a timely manner, such as fax. The City does not by this section waive, release, or
<br /> forego any legal remedy for any violation, breach, or non-performance of any of the provision of
<br /> this Agreement. At its sole option, City may deduct from the final payment due CHI (a) any
<br /> damages, expenses or costs arising out of any such violations, breaches, or non-performance and
<br /> (b) any other backcharges or credits. The City shall not pay CHI for any expenses incurred or
<br /> work done following the effective date of termination unless authorized in writing by the City
<br /> before the expenses are incurred or the work is done.
<br /> 5. Subletting/Assignment of Contracts. CHI shall not sublet or assign any of the Work
<br /> without the express, prior written consent of the City.
<br /> 6. Indemnification.
<br /> A. CHI 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 CHI relating to, or
<br /> arising out of its performance of, this Agreement. CHI will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly
<br /> against the City, e.g., a Claim is asserted against someone else who then seeks contribution or
<br /> indemnity from the City. The amount of insurance obtained by, obtainable by, or required of CHI
<br /> does not in any way limit CHI's duty to defend and indemnify the City. The City retains the
<br /> right to approve Claims investigation and counsel assigned to said Claim and all investigation
<br /> and legal work regarding said Claim shall be performed under a fiduciary relationship to the
<br /> City.
<br /> B. CHI and the City agree that the term "damages" as used in RCW 4.24.115 (and referred
<br /> to in this Contract as "Damages") means a final judgment in a judicial proceeding for damages
<br /> arising out of bodily injury to persons or damage to property. The City and CHI expressly agree
<br /> Damages do not include or apply to any third-party claims, demands or suits that have not been
<br /> reduced to final judgment. CHI is not required to indemnify the City, its officers, agents, and
<br /> employees for Damages caused solely by the negligence of the City. If Damages are caused by,
<br /> or result from, the concurrent negligence of CHI and the City, then CHI shall indemnify the City
<br /> only to the extent of CHI'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 4 2
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