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CITW of Tracy - PW . 209-e31-4472 10/12/010W P.006 ti City of Tracy and Georgia Pacific Corporation Indemnity Agreement Page 5 7. TER31OINATTON OF AGREEMENT, If either patty("demanding parry")has a good faith belief that the other party("defaulting party")is not complying with the terms of this Agreement,the demanding party shall give written notice of the default(with reasonable specificity)to the defaulting parry and demand the default to be cured within ten days of the notice. If the defaulting parry fails to cure the default within ten(10)days of the notice,or, if more than ten days arc reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance-within ten days of the notice,the demanding party may terminate this agreement upon written notice to the defaulting party. 8. ASSIGNMENT AND DELEGATION. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of G-P's duties be delegated, without the express written consent of the CITY. 'Any attempt to assign or delegate this Agreement without the express written consent of the CITY shall be void and of no force or effect. A consent by the CITY to one assignment shall not be deemed to be a consent to any subsequent assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 9. ENTIRE AGREEMENT. This Agreement comprises the entire integrated understanding between CITY and G-P concerning the work to be performed for this project and supersedes all prior negotiations, representations, or agreements. 10. iNTF.RPRF,TA'nON OF THE AGREEMENT. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to CrrY- Should any provision herein be found or deemed to be invalid, the Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Agreement are severable. 11.AGREEMENT MODIFICATION. This Agreement may not be modified orally or in any maturer other than by an agreement in writing signed by the parties hereto.