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5. Contract Administration. A designee of the Agency will be appointed in <br />writing by the Agency to administer this Agreement on behalf of Agency and shall be <br />referred to herein as Contract Administrator. <br /> <br /> 6. Amendments This Agreement may be amended or supplemented only <br />by written documents signed by both parties. <br /> <br /> 7. Termination. This Agreement may be terminated by either party upon <br />thirty days' prior written notice to the other party in the event of a substantial failure of <br />performance by such other party. The thirty-day notice period shall be used by both <br />parties in an attempt to negotiate resolution of disputes and remedy any breach. <br /> <br /> This Agreement may be terminated by Agency at any time upon written notice to <br /> Consultant if Agency decides to abandon or indefinitely postpone the project. In the <br /> event of such termination, Agency shall determine and pay to Consultant as full <br /> payment for all work performed and all expenses incurred hereunder the amount which <br /> bears the same ratio to the maximum fee otherwise payable under this Agreement as <br /> the ratio which the work actually rendered bears to the totality of the services which <br /> would have been rendered had the Agreement been fully performed. In ascertaining <br /> the work actually rendered through the termination date, Agency shall consider <br /> completed work, work in progress and complete and incomplete reports and other <br /> documents only after delivery to Agency. <br /> <br /> 8. Indemnification. Except for Agency's sole negligence or willful <br /> misconduct, Consultant shall indemnify and hold Agency and Agency's officers and <br /> employees harmless from any and all loss, damage, claims, liability, expense or cost, <br /> including attorneys' fees, in law or equity that may at any time arise from or be set up by <br /> reason of any negligent acts, errors or omissions of Consultant or any of Consultant's <br /> employees, subconsultants or agents committed while rendering services under this <br /> agreement, including but not limited to actions based upon Consultant's work product, <br /> damages to personal property or personal injury, including death, and from all claims by <br /> Consultant's employees, subconsultants and agents for compensation for services <br /> rendered to Consultant in the performance of this Agreement, notwithstanding that <br /> Agency may have benefited from their services. The parties expressly agree that any <br /> payment, attorney fee, cost or expense Agency incurs or makes to or on behalf of an <br /> injured employee under its self administered Worker's Compensation program are <br /> included as a loss, expense or cost for the purposes of this Section. The provisions of <br /> this Section shall survive the expiration or early termination of this Agreement. <br /> <br /> 9. Workers' Compensation Insurance. By executing this Agreement, <br /> Consultant certifies that Consultant is aware of and will comply with Section 3700 of the <br /> Labor Code of the State of California requiring every employer to be insured against <br /> liability for workers' compensation or to undertake self-insurance before commencing <br /> any of the work. A certificate evidencing such compliance shall be filed with the <br /> Agency, which certificate shall provide that Agency shall be given ten (10) days' written <br /> notice prior to cancellation of such coverage. <br /> <br /> 10. Insurance. Prior to Agency's execution of this Agreement, Consultant <br /> shall obtain, and shall thereafter maintain during the term of this Agreement, such <br /> <br /> <br />