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<br /> Date, CH2M Hill shall immediately commence to end the Work in a reasonable and orderly manner.
<br /> Unless terminated for CH2M Hill's material breach, CH2M Hill shall be paid or reimbursed for: (a)
<br /> all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously
<br /> made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but prior to
<br /> the Termination Date, that were reasonably necessary to terminate the Work in an orderly manner.
<br /> The Notice shall be sent by the United States Mail to CH2M Hill's address provided herein, postage
<br /> prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice
<br /> may also be sent by any other method reasonably believed to provide CH2M Hill actual notice in a
<br /> timely manner, such as fax. The City does not by this section waive, release, or forego any legal
<br /> 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 CH2M Hill (a) any damages, expenses or
<br /> costs arising out of any such violations, breaches, or non-performance and (b) any other backcharges
<br /> or credits.
<br /> 8. Changes. The City may, from time to time, require changes in the scope of the services of
<br /> CH2M Hill to be performed hereunder. Such changes, including any increase or decrease in the
<br /> amount of CH2M Hill's compensation or scope of work, 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
<br /> part of this Agreement.
<br /> 9. Subletting/Assignment of Contracts. CH2M Hill 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, CH2M Hill hereby agrees to
<br /> defend and indemnify the City from any and all Claims arising out of, in connection with, or incident
<br /> to any negligent or intentional acts, errors, omissions, or conduct by CH2M Hill (or its employees,
<br /> agents, representatives subcontractors/subconsultants) relating to this Agreement. CH2M Hill is
<br /> obligated to defend and indemnify the City pursuant to this paragraph whether a Claim is asserted
<br /> directly against the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted
<br /> against someone else who then seeks contribution or indemnity from the City. CH2M Hill's duty to
<br /> defend and indemnify pursuant to this paragraph is not in any way limited to, or by the extent of,
<br /> insurance obtained by, obtainable by, or required of CH2M Hill. CH2M Hill shall not indemnify the
<br /> City for Claims caused solely 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 is caused by or results from the
<br /> concurrent negligence of (a) CH2M Hill, its employees, subcontractors/subconsultants or agents and
<br /> (b) the City, then each party hereto shall indemnify the other for its own negligence, and such 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 hereunder, each party specifically waives any immunity it may
<br /> have under the State Industrial Insurance Law, Title 51 RCW. The parties recognize that this waiver
<br /> of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW
<br /> 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1) "City" includes the
<br /> City's officers, employees, agents, and representatives and (2) "Claims" include, but are not limited
<br /> to, any and all losses, claims, demands, expenses (including, but not limited to, attorney's fees and
<br /> litigation expenses), suits, judgments, or damage, irrespective of the type of relief sought or
<br /> demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br /> bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages. If, and to the extent, CH2M Hill employs or engages subconsultants or subcontractors, then
<br /> CH2M Hill shall ensure that each such subconsultant and subcontractor (and subsequent tiers of
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