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<br /> date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of
<br /> either actual receipt by Contractor(whether by fax, mail, delivery or other method
<br /> reasonably calculated to be received by Contractor in a reasonably prompt manner)or
<br /> three calendar days after issuance of the Notice. Upon the Notice Date, Contractor shall
<br /> immediately commence to end the Work in a reasonable and orderly manner. Unless
<br /> terminated for Contractor's material breach,the Contractor shall be paid or reimbursed
<br /> for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all
<br /> payments previously made; and(b)those hours worked and Eligible Expenses incurred
<br /> after the Notice Date, but prior to the Termination Date,that were reasonably necessary
<br /> to terminate the Work in an orderly manner. The Notice shall be sent by the United
<br /> States Mail to Contractor's address provided herein,postage prepaid, certified or
<br /> registered mail, return receipt requested, or by delivery. In addition,the Notice may also
<br /> be sent by any other method reasonably believed to provide Contractor actual notice in a
<br /> timely manner, such as fax. The City does not by this section waive, release or forego any
<br /> legal remedy for any violation,breach or non-performance of any of the provision of this
<br /> Agreement. At its sole option, City may deduct from the final payment due the
<br /> 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.No payment shall
<br /> be made by the City for any expenses incurred or work done following the effective date
<br /> of termination unless authorized in writing by the City.
<br /> 6. Changes. The City may, from time to time,unilaterally change the scope of the
<br /> services of the Contractor to be performed hereunder. Such changes, including any
<br /> increase or decrease in the scope of work(and resulting increase or decrease in
<br /> compensation), shall: (a) be made only in writing and signed by an authorized City
<br /> representative, (b) be explicitly identified as such and(c) become a part of this
<br /> Agreement.
<br /> 7. Subletting/Assignment of Contracts. Contractor shall not sublet or assign any of
<br /> the Work without the express,prior written consent of the City.
<br /> 8. Indemnification. Except as otherwise provided in this paragraph, the Contractor
<br /> hereby agrees to 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 Contractor(or
<br /> its employees, agents,representatives subcontractors/subconsultants)relating to this
<br /> Agreement. The Contractor is obligated to defend and indemnify the City pursuant to
<br /> this paragraph whether a Claim is asserted directly against the City, or whether it is
<br /> asserted indirectly against the City, e.g., a Claim is asserted against someone else who
<br /> then seeks contribution or indemnity from the City. The Contractor's duty to defend and
<br /> 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 the Contractor. Solely and expressly
<br /> 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
<br /> RCW. The Contractor recognizes that this waiver of immunity under Title 51 RCW was
<br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject
<br /> of mutual negotiation.
<br /> As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives and (2) "Claims" include, but is not limited to, any and all losses, claims,
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