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<br />General Provisions - 2
<br />to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or is
<br />wound up or liquidated, voluntarily or otherwise.
<br />E. Notice The City is not required to provide advance notice of termination. Notwithstanding,
<br />the City may issue a termination notice with an effective date later than the termination
<br />notice itself. In such case, the Contractor shall continue to provide the Work as required by
<br />the City until the effective date provided in the termination notice.
<br />F. No Compensation from the City for Termination. In the event of termination by the City for
<br />any reason, the Contractor shall have no entitlement for any compensation whatsoever from
<br />the City relating to such termination. This includes without limitation no compensation for
<br />expenses due prior to or after the termination date, and no compensation for Contractor
<br />ambulance or other equipment lease obligations due prior to or after the termination date,
<br />and no compensation for any expenses related to personnel due prior to or after the
<br />termination date. However, effective upon the termination date, the Contractor is no longer
<br />required to pay the monthly compensation under section 4 above, which shall be prorated to
<br />the date of termination.
<br />G. Transition Plan. Upon notice of termination for any reason, Contractor shall, to the extent
<br />required by the City, comply with any transition plan requirements in the RFP Scope of Work.
<br />6. Subletting/Assignment of Contracts. Unless specifically authorized elsewhere in the Contract
<br />Documents, Contractor shall not sublet or assign any of the Work without the express, prior
<br />written consent of the City.
<br />7. Indemnification. Except as otherwise provided in this Section, the Contractor hereby agrees to
<br />defend and indemnify and save harmless the City from any and all Claims arising out of, in
<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br />Contractor (or its employees, agents, representatives or subcontractors/subconsultants) relating
<br />to this Contract, whether such Claims sound in contract, tort, or any other legal theory. The
<br />Contractor is obligated to defend and indemnify and save harmless the City pursuant to this
<br />Section whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks contribution or
<br />indemnity from the City. The Contractor’s duty to defend and indemnify and save harmless
<br />pursuant to this Section is not in any way limited to, or by the extent of, insurance obtained by,
<br />obtainable by, or required of the Contractor. The Contractor’s obligations under this Section 10
<br />shall not apply to Claims caused by the sole negligence of the City. Solely and expressly for the
<br />purpose of its duties to indemnify and defend and save harmless the City, the Contractor
<br />specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51
<br />RCW. The Contractor recognizes that this waiver of immunity under Title 51 RCW was specifically
<br />entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual
<br />negotiation. As used in this Section: (1) “City” includes the City, the City’s officers, employees,
<br />agents, and representatives and (2) “Claims” include, but is not limited to, any and all losses,
<br />penalties, fines, claims, demands, expenses (including, but not limited to, attorney’s fees and
<br />litigation expenses), suits, judgments, or damages, irrespective of the type of relief sought or
<br />demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is
<br />bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br />damages or infringement or misappropriation of any patent, copyright, trade secret, or other
<br />proprietary right. If, and to the extent, Contractor employs or engages subconsultants or
<br />subcontractors, then Contractor shall ensure that each such subconsultant and subcontractor
<br />(and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br />indemnify and save harmless the City to the extent and on the same terms and conditions as the
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