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5 <br /> 802 Mukilteo Blvd <br /> Everett, WA, 98203 <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 <br /> time 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 calculated <br /> to be received by Service Provider in a reasonably prompt manner)or three calendar days after <br /> issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to <br /> end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's <br /> material breach,the Service Provider shall be paid or reimbursed for: (a)all hours worked and <br /> Eligible Expenses incurred up to the Notice Date,less all payments previously made;and (b) <br /> those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the <br /> Termination Date, that were reasonably necessary to terminate the Work in an orderly manner. <br /> The Notice shall be sent by the United States Mail to Service Provider's address provided herein, <br /> postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, <br /> the Notice may also be sent by any other method reasonably believed to provide Service Provider <br /> actual notice in a timely manner, such as fax. 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 <br /> this Agreement. At its sole option, City may deduct from the final payment due the Service <br /> Provider(a) any damages,expenses or costs arising out of any such violations, breaches, or non- <br /> 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 <br /> of 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 <br /> the Work without the express, prior written consent of the City. <br /> 10. Indemnification. <br /> A. General. To the extent of its fault only, Service Provider will defend and indemnify the City <br /> from any and all Claims relating to, or arising out of, Service Provider's performance of this <br /> Agreement. Service Provider will defend and indemnify the City whether a Claim is asserted <br /> directly against the City,or whether a Claim is asserted indirectly against the City, e.g.,a Claim <br /> 3 <br /> 12 <br />