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amount identified in Exhibit C. If Contractor fails or refuses to accept direction or carry
<br /> out the reasonable directions of the City in performance of its work,the City may, in
<br /> addition to any other remedy,withhold from any payment otherwise due an amount that
<br /> the City in good faith believes is equal to the cost to the City of correcting,re-procuring,
<br /> or remedying any damage caused by Contractor's conduct.
<br /> 4. 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 prompt
<br /> manner)or three calendar days after issuance of the Notice. Upon the Notice Date,the Contractor shall
<br /> immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for
<br /> Contractor's material breach,the Contractor shall be paid or reimbursed for all debts collected and
<br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made. The Notice shall
<br /> be sent by the United States Mail to the other party's address provided herein,postage prepaid,certified
<br /> or 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 actual notice in a timely manner, such as
<br /> fax.The City does not by this section waive, release or forego any legal remedy for any violation, breach
<br /> or non-performance of any of the provision of this Agreement. At its sole option,City may deduct from
<br /> the final payment due the Contractor(a)any damages,expenses or costs arising out of any such
<br /> violations,breaches,or non-performance and (b)any other backcharges or credits.
<br /> 5. Changes. The City may, from time to time, unilaterally decrease the scope of the services of the
<br /> Contractor to be performed hereunder. Such decrease, including any resulting decrease in compensation,
<br /> shall: (a) be made only in writing and signed by an authorized City representative,(b)be explicitly
<br /> identified as a Change Order and(c)become a part of this Agreement_
<br /> 6. 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 /> 7. Indemnification. Except as otherwise provided in this paragraph,the Contractor hereby agrees to
<br /> defend and indemnify the City from any and all Claims arising out of, in connection with,or incident to
<br /> any acts,errors,omissions,or conduct by Contractor(or its employees,agents, representatives
<br /> subcontractors/subconsultants)relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City,or
<br /> whether it is asserted indirectly against the City,e.g.,a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City.The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to,or by the extent of, insurance obtained by, obtainable by, or
<br /> required of the Contractor. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> City, the Contractor specifically waives any immunity it may have under the State industrial Insurance
<br /> Law,Title 51 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 of mutual
<br /> negotiation. As used in this paragraph:(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,demands,
<br /> expenses(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,and
<br /> irrespective of whether the damage alleged is bodily injury,damage to property,economic loss,general
<br /> damages,special damages.or punitive damages.
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