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or registered mail, return receipt requested, or by delivery. In addition, the Notice may also be <br /> sent by any other method reasonably believed to provide actual notice in a timely manner, <br /> such as fax. The City does not by this section waive, release or forego any legal remedy for <br /> any violation, breach or non-performance of any of the provision of this Agreement. At its sole <br /> option, City may deduct from the final payment due the Manager (a) any damages, expenses <br /> or costs arising out of any such violations, breaches, or non-performance and (b) any other <br /> back charges or credits. <br /> B. For Default <br /> Either party may terminate this Agreement the other party's uncured default of its obligations <br /> under this Agreement. <br /> C. Termination Procedure <br /> The terminating party shall send written notice of termination to the other party ("Notice"). The <br /> Notice shall specify a termination date ("Termination Date") at least sixty (60) days after the <br /> date the Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of <br /> either actual receipt (whether by fax, mail, delivery or other method reasonably calculated to <br /> be received in a reasonably prompt manner) or three calendar days after issuance of the <br /> Notice. Upon the Notice Date, the parties shall immediately commence to end the service <br /> being provided in a reasonable and orderly manner. Except in the case of the Manager's <br /> material breach of this Agreement, in the event of termination of this Agreement, <br /> notwithstanding any other language in this Agreement, the Manager is only entitled to payment <br /> based upon any unpaid monthly payment due and owing for the period of time prior to the <br /> Termination Date and any approved expenses as authorized by this Agreement less all <br /> payments previously made. The Notice shall be sent by the United States Mail to the City's <br /> and Manager's addresses provided herein, postage prepaid, certified or registered mail, return <br /> receipt requested, or by delivery. In addition, the Notice may also be sent by any other method <br /> reasonably believed to provide 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 <br /> the final payment due the Manager (a) any damages, expenses or costs arising out of any <br /> such violations, breaches, or non-performance and (b) any other back charges or credits. <br /> 10.MISCELLANEOUS <br /> A. Representations. The Manager represents that statements of fact contained in its proposal <br /> are true and correct, and no material facts were omitted that would be reasonably necessary to <br /> make the statements made in the proposal, in the light of the circumstances under which they <br /> were made, not misleading. The Manager also represents that it has examined the Everpark <br /> Garage and can perform the work, services and improvements set forth in the Manager's <br /> proposal for this Agreement and the Request for Proposals related to this Agreement. <br /> B. Venue and Choice of Law. The law of the State of Washington shall apply to this Agreement <br /> and venue for any for any lawsuit arising out of this Agreement shall be Snohomish County <br /> Superior Court. <br /> C. Independent Contractor. In the performance of this Agreement, the Manager shall provide <br /> all services as an independent contractor and personnel operating the Everpark Garage shall <br /> be employees of the Manager, not of the City. It is not intended by this Agreement to, and <br /> 10 <br />