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<br /> D. Total compensation, including all services and expenses, shall not exceed a maximum of$75,000.
<br /> E. If Service Provider fails or refuses to accept direction or carry out the reasonable directions of the
<br /> City in performance of its work,the City may, in addition to any other remedy,withhold from any
<br /> payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of
<br /> correcting, re-procuring, or remedying any damage caused by Service Provider's conduct.
<br /> 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by
<br /> sending written notice of termination to Service Provider("Notice"). The Notice shall specify a
<br /> termination date("Termination Date")at least fourteen(14)days after the date the Notice is issued. The
<br /> Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider
<br /> (whether by fax,mail, delivery or other method reasonably calculated to be received by Service Provider
<br /> in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice
<br /> Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner.
<br /> Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed
<br /> for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date,less all payments
<br /> previously made; and(b)those hours worked and Eligible Expenses incurred after the Notice Date,but
<br /> prior 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 provided
<br /> herein,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 actual
<br /> notice in a timely manner, such as fax. The City does not by this section waive,release, or forego any
<br /> legal remedy for any violation,breach,or non-performance of any of the provision of this Agreement. At
<br /> its sole option, City may deduct from the final payment due Service Provider(a) any damages,expenses
<br /> or costs arising out of any such violations,breaches,or non-performance and(b) any other backcharges or
<br /> credits. The City shall not pay Service Provider for any expenses incurred or work done following the
<br /> effective date of termination unless authorized in writing by the City before the expenses are incurred or
<br /> the work is done.
<br /> 6. Changes. The City may, from time to time,unilaterally decrease the scope of the services of
<br /> Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease
<br /> in compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b)
<br /> be explicitly identified as such and(c)become a part of this Agreement.
<br /> 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work
<br /> without the express,prior written consent of the City.
<br /> 8. Indemnification.
<br /> A. Service Provider will 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 relating to, or
<br /> arising out of its performance of,this Agreement. Service Provider will defend and indemnify the City
<br /> whether a Claim is asserted directly against the City,or whether a Claim is asserted indirectly against the
<br /> City, e.g.,a Claim is asserted against someone else who then seeks contribution or indemnity from the
<br /> City.The amount of insurance obtained by,obtainable by, or required of Service Provider does not in any
<br /> way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve
<br /> Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding
<br /> said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. Service Provider and the City agree that the term"damages"as used in RCW 4.24.115 (and referred to
<br /> in this Contract as"Damages")means a final judgment in a judicial proceeding for damages arising out of
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