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General Provisions - 2
<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 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, the Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible
<br />Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours
<br />worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date,
<br />that were reasonably necessary to terminate the Work in an orderly manner. Notices under this
<br />Section 7 shall be sent by the United States Mail to Service Provider’s address provided herein,
<br />postage prepaid, or by delivery. In addition, Notices may also be sent by any other method
<br />reasonably believed to provide Service Provider actual notice in a timely manner, such as email.
<br />The City does not by this Section 7 waive, release or forego any legal remedy for any violation,
<br />breach or non-performance of any of the provision of this Agreement. At its sole option, and
<br />without limitation of or prejudice to any other available remedy or recourse, the City may deduct
<br />from the final payment due the Service Provider (a) any damages, expenses or costs arising out of
<br />any such 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 the
<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 only
<br />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 10, the Service Provider hereby
<br />agrees to defend and indemnify and save harmless the City from any and all Claims arising out of,
<br />in 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 theory.
<br />The Service Provider is obligated to defend and indemnify and save harmless the City pursuant to
<br />this Section 10 whether a Claim is asserted directly against the City, or whether it is asserted
<br />indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. The Service Provider’s duty to defend and indemnify and
<br />save harmless pursuant to this Section 10 is not in any way limited to, or by the extent of,
<br />insurance obtained by, obtainable by, or required of the Service Provider. The Service Provider’s
<br />obligations under this Section 10 shall not apply to Claims caused by the sole negligence of the
<br />City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results
<br />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 10 shall be only to the extent of Service Provider’s negligence. Solely and
<br />expressly for the purpose of its duties to indemnify and defend and save harmless the City, the
<br />Service Provider specifically waives any immunity it may have under the State Industrial Insurance
<br />Law, Title 51 RCW. The Service Provider recognizes that this waiver of immunity under Title 51
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