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notice specifying any such breach,unless within the period of such notice all breaches specified
<br /> therein shall have been remedied.
<br /> 12.2 No Breach
<br /> City reserves the right to terminate this Agreement at any time by sending written notice
<br /> ("Notice") of termination to[Vendor]. The Notice shall specify a termination date("Termination
<br /> Date") at least fourteen(14)days after the date the Notice is issued. The Notice shall be effective
<br /> ("Notice Date")upon the earlier of either actual receipt by[Vendor] (whether by fax,mail,
<br /> delivery or other method reasonably calculated to be received by[Vendor] in a reasonably
<br /> prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date,
<br /> [Vendor] shall immediately commence to end work in a reasonable and orderly manner. Unless
<br /> terminated for[Vendor]'s material breach,the [Vendor] shall be paid or reimbursed for: (a)all
<br /> pay points completed up to the Notice Date,less all payments previously made; and(b)a
<br /> reasonable amount for work after the Notice Date, but prior to the Termination Date, that was
<br /> reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by
<br /> the United States Mail to [Vendor]'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
<br /> by any other method reasonably believed to provide [Vendor] 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.
<br /> 13 INDEMNIFICATION
<br /> Except as otherwise provided in this paragraph, [Vendor]hereby agrees to defend and indemnify
<br /> the City from any and all Claims arising out of, in connection with,or incident to any acts,
<br /> errors,omissions,or conduct by [Vendor] (or it's employees, agents,representatives,
<br /> independent contractors,or consultants)relating to this Agreement. [Vendor] is obligated to
<br /> 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
<br /> against someone else who then seeks contribution or indemnity from the City. [Vendor]'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[Vendor]. [Vendor] shall not indemnify the
<br /> City for Claims caused solely by the negligence of the City. Solely and expressly for the
<br /> purpose of its duties to indemnify and defend the City, [Vendor] specifically waives any
<br /> immunity it may have under the State Industrial Insurance Law,Title 51 RCW. [Vendor]
<br /> recognizes that this waiver of immunity under Title 51 RCW was specifically entered into
<br /> pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used
<br /> in this paragraph: (1) "City" includes the City's officers, employees,agents, and representatives
<br /> and (2) "Claims" include,but is not limited to, any and all losses, claims,demands, expenses
<br /> (including, but not limited to, attorney's fees and litigation expenses), suits,judgments, or
<br /> damage,irrespective of the type of relief sought or demanded, such as money or injunctive relief,
<br /> and irrespective of whether the damage alleged is bodily injury,damage to property,economic
<br /> loss,general damages, special damages,or punitive damages. If, and to the extent, [Vendor]
<br /> employs or engages subconsultants or independent contractors, then [Vendor] shall ensure that
<br /> each such sub-consultant and independent contractor(and subsequent tiers of subconsultants and
<br /> City of Everett/Gtechna Software Agreement
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