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• <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 <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 earlierof 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. <br /> 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. Indernnifcation. <br /> A. General. To the extent of its fault only,Service Provider will indemnify and hold harmless <br /> the City from any and all Claims relating to,or arising out of,Service Provider's performance of <br /> this Agreement. Service Provider will indemnify and hold harmless the City whether a Claim is <br /> asserted directly against the City,or whether a Claim is asserted indirectly against the City,e.g.,a <br /> Claim is asserted against someone else who then seeks contribution or indemnity from the City. <br /> 12 <br />