2013/01/30 Council Agenda Packet

1 B. All requests for payment should be sent to: City of Everett Attn.: Souheil Nasr,P.E. 3200 Cedar Street Everett, WA 98201 6. Submission of Reports and Other Documents. . The Service Provider shall submit all reports and other documents as and when specified in Exhibit A. Said informationshall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider's expense with all practical dispatch. Service Provider shall abide by the City's determinations concerning acceptability of Work. 7. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Service Provider ("Notice"). The Notice shall specify a termination date ("Termination Date") at least fourteen (14) days after the date the Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual. receipt by Service Provider- (whether by fax, mail, delivery or other method reasonably calculated to be received by Service Provider in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's material breach, the Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and(b)those hours worked and Eligible Expenses incurred after the Notice Date,but prior to the Termination Date, that were reasonably necessary to terminate the Work in an orderly manner. Notices under this Section 7 shall be sent by the United States Mail to Service Provider's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition,Notices may also be sent by any other method reasonably believed to provide Service Provider actual notice in a timely manner, such as fax. The City does not by this Section 7 waive, release or forego any legal remedy for any violation, breach or non- performance of any of the provision of this Agreement. At its sole option, City may deduct from the final payment due the Service Provider (a) any damages, expenses or costs arising out of any such violations,breaches, or non-performance and(b) any other backcharges or credits. 8. Changes. The City may, from time to time, unilaterally change the scope of the services of the Service Provider to be performed hereunder. Such changes, including any increase or decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and signed by an authorized City representative, (b)be explicitly identified as an amendment to this Agreement and(c)become a part of this Agreement. 9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express,prior written consent of the City. 10. Indemnification. To the extent of the Service Provider's negligent errors or omissions, breach of this Agreement, willful misconduct, or violation of law, the Service Provider hereby agrees, except as otherwise provided in this Section 10, to defend and indemnify the City from Page 3 HDR Professional Services Agreement 6