|
( Conuactor's material breach, the Contracror shall be paid or rcimburseci for. (a) al] hours worked and
<br /> EGgiblc Expcnscs incurred up to the Norice Date, iess all payments previously made;and(b)thase hours
<br /> worked and Eligible ExTxnses incurted after the Notice Date,but prior to the Tertnination Date,that were •
<br /> reasonably necessary to trnninate the Work in an orderly manner. 71rc Notice shall be xnt by the United
<br /> States Mail to Contracror's address provided herein, postage prepaid, certified or registeced mail, rctum
<br /> receipt rcquested,or by dclivcry. In addition,the Notice may also be sent by any other method reuonably
<br /> believed ro provide Conlractor actual notice in a timely manner, such as fu. The City does not by this
<br /> section waive,release or forego any legal remedy tor any violatian,breach or non-performance of any of
<br /> the provision oF this Agreemenc At its sole option. Ciry may deduct hom the final payrtxnt due the
<br /> Conlractor (a) any datnages, expenses or costa arising out of any such violation:, breaches, or non-
<br /> pedortnance and(b)any othcr backchargcs or credits.
<br /> 8. hrn es. The Ciry may, from time to time, anilatcrally change the scope of the servitts o[ the
<br /> Convactor to be perfortned hercunder. Such changes. including any increase or decreue in the scope of
<br /> work(and resulting increue or decrease in compensation), shall: (a) be made only in writing and sigoed
<br /> by an authorized Ciry cepresentative, (b)be expliciqy identi6ed as a t,'hange Order and(c)become a pan
<br /> of this Agreemrnt. '
<br /> 9. Sublettioe/Assf¢nmenl of Contncts. Contractor shall not sublet or assign any of the Work without
<br /> the ezpress,prior wrinen consent of the City.
<br /> 10. [ndemnifiption. Except as othenvise provided in this paragraph, the Contractor hereby agrees to
<br /> defend and indemnify the Ciry from any and all Claims arising out of, in connection with, or incident to
<br /> any acts, errors, omissions, or conduct by Convactor (or its employees, agenu, representatives
<br /> � subcontractors/subconsultanu) relating to this Agreement. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this pazagraph whether a Claim is asserted direcQy against the City, or
<br /> whether it is assertod indirectly against the City, e.g., a Claim is azserted against someone elu who�hen
<br /> sceks contribution or indemniry from the City.71te Convactor's dury to defend and indemnify pursumt to
<br /> this pazagraph is nat in any way limited to, a by the extent of,insurance obuvned by, obteinable by,or
<br /> required of du Cunvactor. The Contractor shall not indemnify �he Ciry for Claims caused solely by the '
<br /> negligence of the City. Tf(il RCW d.24.115 applies to a particulor Clnim, and (2) tlie boSily injury or �
<br /> damage to propecry for which the Contracror is to indemnify the City is caused by or results from the ;
<br /> concuRent negligence oF(a) the Contractor, its employees, subcontractors/subconsultants or agents and '
<br /> (b) the City, then the Contractor's duty to indemnity shall be valid and enforceable only to the extent �
<br /> allowed by RCW 4.24.115. Solely and ezpressly for the purpose of its duties to indemnify and defend the '
<br /> City, the Contractor specifically waives any immunity it may have under tho State Indusaial Insurance
<br /> Law, Tiele 51 RCW. 'I'tu Contrac�or recognizes that tftis waiver of immuniry under Tide 51 RCW waz
<br />' specifically entered into pursuant to the p�ovisions of RCW 4.24.115 and wac the subject of muwal
<br /> negotiation. As used in this pazagraph: (1) "City" includes the Ciry's officers, employees, agents, and
<br /> representatives and (2) "Claims" include, but is not limited to, any and all losses, claims, demands,
<br /> ezpenses (including, but not limited to, attomcy's fces and litigation expenses), suits, judgments, or
<br /> daznage, irrespe�tive of the type of relief sought or demanded, such az rtroney or injunctive eelief, and
<br /> irrespecdve of whether thc dasnage alleged is bodily injury, damage to propetty, economic loss, geoetal
<br /> damages, spccial damages, or punitive damages. If, and ro the extrnt, Contractor employs or engages
<br /> subconsultants or subcontracrors, then Contractor shall ensure that exh such subconsultant and
<br /> subcontracror(and subsequent uers of subconsultants and subcontractors)shall czpressly agree to defend
<br /> and indemnify the City to the extent and on the seme terms and conditions as the Cootractor pursuant m
<br /> this paragraph.
<br /> 11. Insurance.
<br /> 3
<br /> b •d esostssose �■a a a�•s Qaz�so eo oe F•u
<br />
|