Black Box Network Services 2/1/2017

' 1 B. All requests for payment should be sent to: City of Everett Attn.: Jeanette Postma, Information Technology Manager 2930 Wetmore, Suite 6A Everett, WA 98201 6. of of Re orfs and Other Documents. The Service Provider reports and other documents as and when specified in Exhibit A. shall submit all subject to review by the City, and if found to be unacceptable, Service Providerosnation shall be deliver to the City any deficient Work at Service Provider's expense with all practical correctpand Service Provider shall abide by the City's determinations concerning acceptabilityao dispofatch. Work. 7. Termination of Contract. City reserves the right to terminate this Agree by sending written notice of termination to Service Provider("Notice"). The Notice shall specify g ment at any time a termination date ("Termination Date") at least fourteen (14) days after the date the issued. The Notice shall be effective ("Notice Date") upon the earlier of eitherNotice y Service Provider (whether by fax, mail, delivery or other method reasonablyactualareceipt by received by Service Provider in a reasonably prompt manner) or three calendaraulday to be issuance of the Notice. Upon the Notice Date, Service Provider shall immediately days after end the Work in a reasonable and orderly manner. Unless terminated for Service commence to material breach, the Service Provider shall be paid or reimbursed for: (a) all hours Provider's Eligible Expenses incurred up to the Notice Date, less all payments previouslyworked and those hours worked and Eligible Expenses incurred after the Notice Date, made;priand (b) he Termination Date, that were reasonably necessaryebut prior to the Notices under this Section 7 shall be sent by the ni ed States tMatil to Service Provider'se Work in an manner. provided herein, postage prepaid, certified or registered mail, return receipt requested,address delivery. In addition, Notices may also be sent byanyP q ested, or by provide Service Provider actual notice in a timely manner, otheruch as1fax. The Cethod on doesebelieved to is Section 7 waive, release or forego any legal remedy for any violation, breach or n not by this of any of the provision of this Agreement. At its sole option, City non-performance payment due the Service Provider (a) any damages, expenses or costs rising of fromothe final any such violations, breaches, or non-performance and (b)any other backcharges or credits. 8. Chan es. The City may, from time to time, unilaterally change the scope the Service Provider to be performed hereunder. Such changes, including decrease in the scope of work (and resulting increase or decreaseP of the services of made only in writing and signed by an authorized City P re in compensation), shall: (a) be res any increase or as an amendment to this Agreement and (c) become a entative, (b) be explicitly identified part of this Agreement. 9. Sublettin4/Assi nment of Contracts. Service Provider shall not sublet or a Work without the express,prior written consent of the City. sign any of the 10. Indemnification. Except as otherwise provided in this Section 10, the hereby agrees to defend and indemnify the Cityfrom anyServiceinoutoin and all Claims arising of, in Page 3 Black Box 2017