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General Provisions - 2 <br />6. Submission of Reports and Other Documents. Service Provider shall submit all reports and other <br />documents as and when specified in the Scope of Work. This information shall be subject to <br />review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to <br />the City any deficient Work at Service Provider’s expense with all practical dispatch. Service <br />Provider shall abide by the City’s determinations concerning acceptability of Work. <br />7. Termination of Contract. City reserves the right to terminate this Agreement at any time by <br />sending written notice of termination to Service Provider (“Notice”). The Notice shall specify a <br />termination date (“Termination Date”) at least fourteen (14) days after the date the Notice is <br />issued. The Notice shall be effective (“Notice Date”) upon the earlier of either actual receipt by <br />Service Provider (whether by email, mail, delivery or other method reasonably calculated to be <br />received by Service Provider in a reasonably prompt manner) or three calendar days after issuance <br />of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the <br />Work in a reasonable and orderly manner. Unless terminated for Service Provider’s material <br />breach, Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses <br />incurred up to the Notice Date, less all payments previously made; and (b) those hours worked <br />and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were <br />reasonably necessary to terminate the Work in an orderly manner. Notices under this Section <br />shall be sent by the United States Mail to Service Provider’s address provided herein, postage <br />prepaid, or by delivery. In addition, Notices may also be sent by any other method reasonably <br />believed to provide Service Provider actual notice in a timely manner, such as email. The City does <br />not by this Section waive, release or forego any legal remedy for any violation, breach or non- <br />performance of any of the provision of this Agreement. At its sole option, and without limitation <br />of or prejudice to any other available remedy or recourse, the City may deduct from the final <br />payment due Service Provider (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 />8. Changes. The City may, from time to time, unilaterally change the scope of the services of Service <br />Provider to be performed hereunder. Such changes, including any increase or decrease in the <br />scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in <br />writing and signed by an authorized City representative, (b) be explicitly identified as an <br />amendment to this Agreement and (c) become a part of this Agreement. <br />9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work <br />without the express, prior written consent of the City. <br />10. Indemnification. To the extent of Service Provider’s negligence, breach of this Agreement, <br />violation or law, or willful misconduct, and except as otherwise provided in this Section, the <br />Service Provider hereby agrees to defend and indemnify and save harmless the City from any and <br />all Claims arising from or relating to this Agreement or the Work, whether such Claims sound in <br />contract, tort, or any other legal theory. The Service Provider is obligated to defend and indemnify <br />and save harmless the City pursuant to this Section whether a Claim is asserted directly against <br />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 Service Provider’s <br />duty to defend and indemnify and save harmless pursuant to this Section is not in any way limited <br />to, or by the extent of, insurance obtained by, obtainable by, or required of the Service Provider. <br />The Service Provider’s obligations under this Section shall not apply to Claims caused by the sole <br />negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is <br />caused by or results from the concurrent negligence of (a) the Service Provider, its employees, <br />subcontractors/subconsultants or agents and (b) the City, then the Service Provider’s liability <br />under this Section shall be only to the extent of Service Provider’s negligence. Solely and