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6 <br /> B. All requests for payment should be sent to: <br /> City of Everett <br /> Attn: Jim Ozanne <br /> Engineering Services, 3200 Cedar St <br /> Everett,WA 98201 <br /> 6. Submission of Reports and Other Documents. The Service Provider shall submit all <br /> reports and other documents as and when specified in Exhibit A. Said information shall be <br /> subject to review by the City, and if found to be unacceptable, Service Provider shall correct and <br /> deliver to the City any deficient Work at Service Provider's expense with all practical dispatch. <br /> Service 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 <br /> by sending written notice of termination to Service Provider ("Notice"). The Notice shall <br /> specify a termination date ("Termination Date") at least fourteen (14) days after the date the <br /> Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual <br /> receipt by Service Provider (whether by fax, mail, delivery or other method reasonably <br /> calculated to be received by Service Provider in a reasonably prompt manner) or three calendar <br /> days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately <br /> commence to end the Work in a reasonable and orderly manner. Unless terminated for Service <br /> Provider's material breach, the Service Provider shall be paid or reimbursed for: (a) all hours <br /> 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 Notice shall be sent by the United States Mail to Service Provider's address <br /> provided herein, postage prepaid, certified or registered mail, return receipt requested, or by <br /> delivery. In addition, the Notice may also be sent by any other method reasonably believed to <br /> provide Service Provider actual notice in a timely manner, such as fax. The City does not by this <br /> section waive, release or forego any legal remedy for any violation, breach or non-performance <br /> of any of the provision of this Agreement. At its sole option, City may deduct from the final <br /> payment due the Service Provider (a) any damages, expenses or costs arising out of any such <br /> violations,breaches, or non-performance and(b) any other backcharges or credits. <br /> 8. Changes. The City may, from time to time, unilaterally change the scope of the services of <br /> the Service Provider to be performed hereunder. Such changes, including any increase or <br /> decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a) be <br /> made only in writing and signed by an authorized City representative, (b) be explicitly identified <br /> as an 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 <br /> Work without the express,prior written consent of the City. <br /> 10. Indemnification. Except as otherwise provided in this paragraph, the Service Provider <br /> hereby agrees to defend and indemnify the City from any and all Claims arising out of, in <br /> connection with, or incident to any acts, errors, omissions, or conduct by Service Provider(or its <br /> Page 4of19 22 <br />