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General Provisions - 2
<br />for payment must be sent to the City Project Manager Address in the Basic Provisions.
<br />6.Submission of Reports and Other Documents. Service Provider shall submit all reports and
<br />other documents as and when specified in the Scope of Work. This information shall be subject
<br />to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver
<br />to 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
<br />issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to
<br />end the Work in a reasonable and orderly manner. Unless terminated for Service Provider’s
<br />material breach, Service Provider shall be paid or reimbursed for: (a) all hours worked and
<br />Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b)
<br />those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the
<br />Termination Date, that were reasonably necessary to terminate the Work in an orderly manner.
<br />Notices under this Section shall be sent by the United States Mail to Service Provider’s address
<br />provided herein, postage prepaid, or by delivery. In addition, Notices may also be sent by any
<br />other method reasonably believed to provide Service Provider actual notice in a timely manner,
<br />such as email. The City does not by this Section waive, release or forego any legal remedy for
<br />any violation, breach or non-performance of any of the provision of this Agreement. At its sole
<br />option, and without limitation of or prejudice to any other available remedy or recourse, the
<br />City may deduct from the final payment due Service Provider (a) any damages, expenses or costs
<br />arising out of any such violations, breaches, or non-performance and (b) any other backcharges
<br />or credits.
<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of
<br />Service Provider to be performed hereunder. Such changes, including any increase or decrease
<br />in the scope of work (and resulting increase or decrease in compensation), shall: (a) be made
<br />only in 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. Except as otherwise provided in this Section, Service Provider 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
<br />by Service Provider (or its employees, agents, representatives or subcontractors/subconsultants)
<br />relating to this Agreement, whether such Claims sound in contract, tort, or any other legal
<br />theory. Service Provider is obligated to defend and indemnify and save harmless the City
<br />pursuant to this Section whether a Claim is asserted directly against the City, or whether it is
<br />asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br />seeks contribution or indemnity from the City. Service Provider’s duty to defend and indemnify
<br />and save harmless pursuant to this Section is not in any way limited to, or by the extent of,
<br />insurance obtained by, obtainable by, or required of Service Provider. Service Provider’s
<br />obligations under this Section shall not apply to Claims caused by the sole negligence of the City.
<br />If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results from
<br />the concurrent negligence of (a) Service Provider, its employees, subcontractors/subconsultants
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