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<br /> 7. Termination of Contract. Either party may terminate this Agreement at any time by sending
<br /> written notice of termination to the other party ("Notice"). The Notice shall specify a termination date
<br /> ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The Notice shall be
<br /> effective ("Notice Date") upon the earlier of either actual receipt by the other party (whether by fax,
<br /> mail, delivery or other method reasonably calculated to be received by other party in a reasonably
<br /> prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, the other
<br /> party shall immediately commence to end the Work in a reasonable and orderly manner. Unless
<br /> terminated for material breach, the Contractor shall be paid or reimbursed for: (a) all hours worked
<br /> and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b) those
<br /> hours worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date,
<br /> that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent
<br /> by the United States Mail to the other party's address provided herein, postage prepaid, certified or
<br /> registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by
<br /> any other method reasonably believed to provide the other party with 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 any
<br /> violation, breach or non-performance of any of the provision of this Agreement. At its sole option,
<br /> City may deduct from the final payment due the Contractor (a) any damages, expenses or costs arising
<br /> out of any such violations, breaches, or non-performance and (b) any other backcharges or credits.
<br /> 8. Changes. The City may, from time to time change the scope of the services of the Contractor to
<br /> be performed hereunder. Such changes, including any increase or decrease in the scope of work (and
<br /> resulting increase or decrease in compensation), shall: (a) be made only in writing and signed by an
<br /> authorized City representative and the Contractor, (b) be explicitly identified as a Change Order and
<br /> (c) become a part 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. Except as otherwise provided in this paragraph, the Contractor hereby agrees
<br /> to defend and indemnify the City from any and all Claims arising out of, in connection with, or
<br /> incident to any acts, errors, omissions, or conduct by Contractor (or its employees, agents,
<br /> representatives subcontractors/subconsultants) relating to this Agreement. The Contractor is obligated
<br /> to defend and indemnify the City pursuant to this paragraph whether a Claim is asserted directly
<br /> against the City, or whether it 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 Contractor's duty to defend
<br /> and indemnify pursuant to this paragraph is not in any way limited to, or by the extent of, insurance
<br /> obtained by, obtainable by, or required of the Contractor. The Contractor shall not indemnify the City
<br /> for Claims caused solely by the negligence of the City. If (1) RCW 4.24.115 appliesto a particular
<br /> Claim, and (2) the bodily injury or damage to property for which the Contractor is to indemnify the
<br /> City is caused by or results from the concurrent negligence of (a) the Contractor, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Contractor's duty to indemnify shall
<br /> be valid and enforceable only to the extent allowed by RCW 4.24.115. Solely and expressly for the
<br /> purpose of its duties to indemnify and defend the City, the Contractor specifically waives any immunity
<br /> it may have under the State Industrial Insurance Law, Title 51 RCW. The Contractor recognizes that
<br /> this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of
<br /> RCW 4.24.115 and was the subject of mutual negotiation. As used in this paragraph: (1) "City"
<br /> includes the City's officers, employees, agents, and representatives and (2) "Claims" include, but is
<br /> not limited to, any and all losses, claims, demands, expenses (including, but not limited to, attorney's
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