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General Provisions - 2 <br />end of the then-current Agreement term. Supplier will turn over (i.e., assign) all existing <br />advertising contracts to the incoming supplier, who will assume all responsibility for billing <br />and servicing such contracts. <br />B.If the transition to a new supplier occurs because of expiration of this Agreement or City <br />termination for convenience or termination under Section 7.B, then the City’s contract with <br />the new supplier shall provide that the new supplier will, for a period of six months, pay <br />Supplier a 20% commission on new Supplier’s net receipts from the contracts assigned by <br />Suppler to the new supplier If the transition occurs because of termination for cause (i.e., <br />Supplier breach of this Agreement, Supplier violation of law or other Supplier default), the <br />City will have no obligation to include such a provision in the new supplier contract. <br />6.Submission of Reports and Other Documents. Supplier shall submit all reports and other <br />documents as and when specified in the attached Exhibits. This information shall be subject to <br />review by the City, and if found to be unacceptable, Supplier shall correct and deliver to the City <br />any deficient Work at Supplier’s expense with all practical dispatch. Supplier shall abide by the <br />City’s determinations concerning acceptability of Work. <br />7.Termination of Contract. <br />A.City reserves the right to terminate this Agreement at any time by sending 90-days prior <br />written notice of termination to Supplier (“Notice”). The Notice shall specify a termination <br />date (“Termination Date”). The Notice shall be effective (“Notice Date”) upon the earlier of <br />either actual receipt by Supplier (whether by email, mail, delivery or other method reasonably <br />calculated to be received by Supplier in a reasonably prompt manner) or three calendar days <br />after issuance of the Notice. Upon the Notice Date, Supplier shall immediately commence to <br />end the Work in a reasonable and orderly manner. The City does not by this Section waive, <br />release or forego any legal remedy for any violation, breach or non-performance of any of the <br />provision of this Agreement. <br />B.Either party may terminate this Agreement by written notice to the other party effective at the <br />end of a Contract Year (as defined in Exhibit B) if total Everett Transit service hours during that <br />Contract Year are less than 85% of total Everett Transit service hours in calendar year 2024. <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,