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<br />General Provisions - 2
<br />7. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br />sending written notice of termination to Supplier (“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 Supplier (whether by email, mail, delivery or other method
<br />reasonably calculated to be received by Supplier in a reasonably prompt manner) or three
<br />calendar days after issuance of the Notice. Upon the Notice Date, Supplier shall immediately
<br />commence to end the Work in a reasonable and orderly manner. The City does not by this Section
<br />waive, release or forego any legal remedy for any violation, breach or non-performance of any of
<br />the provision of this Agreement.
<br />8. Changes. The City may, from time to time, unilaterally change the scope of the services of Supplier
<br />to be performed hereunder. Such changes, including any increase or decrease in the scope of
<br />work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and
<br />signed by an authorized City representative, (b) be explicitly identified as an amendment to this
<br />Agreement and (c) become a part of this Agreement.
<br />9. Subletting/Assignment of Contracts. Supplier shall not sublet or assign any of the Work without
<br />the express, prior written consent of the City.
<br />10. Indemnification. Except as otherwise provided in this Section, Supplier hereby agrees to defend
<br />and indemnify and save harmless the City from any and all Claims arising out of, in connection
<br />with, or incident to any negligent or intentional acts, errors, omissions, or conduct by Supplier (or
<br />its employees, agents, representatives or subcontractors/subconsultants) relating to this
<br />Agreement, whether such Claims sound in contract, tort, or any other legal theory. Supplier is
<br />obligated to defend and indemnify and save harmless the City pursuant to this Section whether a
<br />Claim is asserted directly against the City, or whether it is asserted indirectly against the City, e.g.,
<br />a Claim is asserted against someone else who then seeks contribution or indemnity from the City.
<br />Supplier’s duty to defend and indemnify and save harmless pursuant to this Section is not in any
<br />way limited to, or by the extent of, insurance obtained by, obtainable by, or required of Supplier.
<br />Supplier’s obligations under this Section shall not apply to Claims caused by the sole negligence
<br />of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or
<br />results from the concurrent negligence of (a) Supplier, its employees,
<br />subcontractors/subconsultants or agents and (b) the City, then Supplier’s obligations under this
<br />Section shall be only to the extent of Supplier’s negligence. Solely and expressly for the purpose
<br />of its duties to indemnify and defend and save harmless the City, Supplier specifically waives any
<br />immunity it may have under the State Industrial Insurance Law, Title 51 RCW. Supplier recognizes
<br />that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this Section:
<br />(1) “City” includes the City, the City’s officers, employees, agents, and representatives and (2)
<br />“Claims” include, but is not limited to, any and all losses, penalties, fines, claims, demands,
<br />expenses (including, but not limited to, attorney’s fees and litigation expenses), suits, judgments,
<br />or damages, irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages or infringement or
<br />misappropriation of any patent, copyright, trade secret, or other proprietary right. If, and to the
<br />extent, Supplier employs or engages subconsultants or subcontractors, then Supplier shall ensure
<br />that each such subconsultant and subcontractor (and subsequent tiers of subconsultants and
<br />subcontractors) shall expressly agree to defend and indemnify and save harmless the City to the
<br />extent and on the same terms and conditions as Supplier pursuant to this Section. The provisions
<br />of this Section shall survive termination of this Agreement.
<br />11. Insurance.
<br />Exhibit C to Services Agreement
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