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General Provisions - 2 <br />Compensation Amount in the Basic Provisions. <br />E. If Service Provider fails or refuses to correct its work when so directed by the City, the City <br />may withhold from any payment otherwise due an amount that the City in good faith <br />believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage <br />caused by Service Provider’s conduct. <br />5. Method of Payment. Method of payment is as described in the Basic Provisions. All requests for <br />payment must be sent to the City Project Manager Address in the Basic Provisions or such other <br />address as the City Project Manager may designate in writing. <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”). The Notice shall be effective (“Notice Date”) upon the <br />earlier of either actual receipt by Service Provider (whether by email, mail, delivery or other <br />method reasonably calculated to be received by Service Provider in a reasonably prompt manner) <br />or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall <br />immediately commence to end the Work in a reasonable and orderly manner. Unless terminated <br />for Service Provider’s material breach, Service Provider shall be paid or reimbursed for: (a) all <br />hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously <br />made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but prior <br />to the Termination Date, that were reasonably necessary to terminate the Work in an orderly <br />manner. The City does not by this Section waive, release or forego any legal remedy for any <br />violation, breach or non-performance of any of the provision of this Agreement. At its sole option, <br />and without limitation of or prejudice to any other available remedy or recourse, the City may <br />deduct from the final payment due Service Provider (a) any damages, expenses or costs arising <br />out of any such violations, breaches, or non-performance and (b) any other backcharges or <br />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 contri bution 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