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Total compensation, including all services and Eligible Expenses, shall not exceed a maximum of
<br /> $6,250.00. The City may, in addition to any other remedy, withhold from any payment otherwise due an
<br /> amount that the City in good faith believes is equal to the cost to the City of correcting, re-procuring, or
<br /> remedying any damage caused by Consultant's conduct.
<br /> Termination of Contract. City reserves the right to terminate this Agreement at any time by sending
<br /> written notice of termination to the Consultant ("Notice"). Termination shall be effective upon the
<br /> Consultant's receipt of the Notice or at such other time specified in the Notice. Unless terminated for
<br /> Consultant's material breach, the Consultant shall be paid or reimbursed for all services performed and
<br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made.Notice may be given
<br /> by mail, electronic mail, fax, or personal delivery. The City does not by this section waive, release or
<br /> forego any legal remedy for any violation, breach or non-performance of any of the provision of this
<br /> Agreement. City shall not pay for any services or expenses incurred after the effective date of termination,
<br /> unless authorized in writing by the City.
<br /> Changes. The City may unilaterally reduce the scope of the services of the Consultant,which reduction in
<br /> scope will also reduce the compensation. The Consultant may terminate this Agreement if the reduction in
<br /> scope is unacceptable to the Consultant.
<br /> Subletting/Assianment of Contracts. The Consultant shall not sublet or assign any of the Work without
<br /> the express,prior written consent of the City.
<br /> Indemnification. Except as otherwise provided in this paragraph,the Consultant hereby agrees to defend
<br /> and indemnify the City from any and all Claims arising out of, in connection with, or incident to any acts,
<br /> errors, omissions, or conduct by the Consultant (or its employees, agents, representatives, or sub-
<br /> consultants)relating to this Agreement. Solely and expressly for the purpose of its duties to indemnify and
<br /> defend the City, the Consultant specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. The Consultant recognizes that this waiver of immunity under Title 51
<br /> RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br /> mutual negotiation.
<br /> Insurance. The Consultant shall procure and keep in force during the term of this Agreement,at its own
<br /> cost and expense,automobile liability insurance on all vehicles used by the Consultant in the performance
<br /> of its duties under this Agreement. Proof of such insurance shall be provided to the City prior to
<br /> performing any services hereunder. A statement certifying that no vehicle will be used in fulfilling this
<br /> Agreement may be substituted for this insurance requirement.
<br /> Independent Contractor. This Agreement shall not constitute nor create an employer-employee
<br /> relationship, and because the Consultant is an independent consultant,the Consultant shall be responsible
<br /> for all obligations relating to federal income tax, self-employment FICA taxes and contributions, and all
<br /> other so called employer taxes and contributions, including, but not limited to, industrial insurance
<br /> (Workmen's Compensation), and that the Consultant agrees to indemnify, defend, and hold the City
<br /> harmless from any claims,valid or otherwise,made to the City, because of these obligations.
<br /> Any and all employees of the Consultant, while engaged in the performance of this Agreement, shall be
<br /> considered employees of the Consultant only and not of the City, and any and all claims that may or might
<br /> arise under the Worker's Compensation Act on behalf of said employees or Consultant, while so engaged
<br /> in any and all claims made by a third party as a consequence of any negligent act or omission on the part
<br /> of the Consultant's employees, while so engaged in performance of this Agreement, shall be the sole
<br /> obligation and responsibility of the Consultant.
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