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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. 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 by
<br />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 />Service Provider 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. Service Provider’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 Service Provider. Service Provider’s obligations under this Section
<br />shall not apply to Claims caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to
<br />a particular Claim, and (2) such Claim is caused by or results from the concurrent negligence of
<br />(a) Service Provider, its employees, subcontractors/subconsultants or agents and (b) the City,
<br />then Service Provider’s liability under this Section shall be only to the extent of Service Provider’s
<br />negligence. Solely and expressly for the purpose of its duties to indemnify and defend and save
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