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the Consultant acknowledges that the City retains the option not to reimburse the Consultant. If, and to
<br /> the extent, overnight lodging in western Washington is authorized, the Consultant is strongly encouraged
<br /> to lodge within the corporate limits of City. When authorized,the Consultant will be reimbursed 100%of
<br /> lodging expense, if lodged within the corporate limits of the City, but the Consultant will be reimbursed
<br /> 50% of lodging expense when lodged outside the corporate limits of the City. If authorized,the City may
<br /> (at its sole option) obtain or arrange air travel for the Consultant. Eligible expenses shall not exceed the
<br /> amounts mutually agreed upon in writing for each promotional examination process.
<br /> Total compensation for each promotional examination process, including all services and Eligible
<br /> Expenses, shall not exceed the amount in the work order for that process. The City may, in addition to
<br /> any other remedy, withhold from any payment otherwise due an amount that the City in good faith
<br /> believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage caused by
<br /> Consultant's conduct.
<br /> Termination of Contract. City reserves the right to terminate this Agreement at any time by sending
<br /> written notice of termination to the Consultant ("Notice"). Termination shall be effective upon the
<br /> Consultant's receipt of the Notice or at such other time specified in the Notice. Unless terminated for
<br /> Consultant's material breach, the Consultant shall be paid or reimbursed for all services performed and
<br /> Eligible Expenses incurred up to the Notice Date, less all payments previously made. Notice may be
<br /> given by mail, electronic mail,fax, or personal delivery. The City does not by this section waive,release
<br /> or forego any legal remedy for any violation, breach or non-performance of any of the provision of this
<br /> Agreement. City shall not pay for any services or expenses incurred after the effective date of
<br /> termination,unless authorized in writing by the City.
<br /> Chances. The City may unilaterally reduce the scope of the services of the Consultant, which reduction
<br /> in scope will also reduce the compensation. The Consultant may terminate this Agreement if the
<br /> reduction in scope is unacceptable to the Consultant.
<br /> Sublettina/Assinnment of Contracts. The Consultant shall not sublet or assign any of the Work
<br /> without the express,prior written consent of the City.
<br /> Indemnification. Except as otherwise provided in this paragraph,the Consultant hereby agrees to defend
<br /> and indemnify the City from any and all Claims arising out of,in connection with,or incident to any acts,
<br /> errors, omissions, or conduct by the Consultant (or its employees, agents, representatives, or sub-
<br /> consultants) relating to this Agreement. Solely and expressly for the purpose of its duties to indemnify
<br /> and defend the City, the Consultant specifically waives any immunity it may have under the State
<br /> Industrial Insurance Law, Title 51 RCW. The Consultant recognizes that this waiver of immunity under
<br /> Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the
<br /> subject of mutual negotiation.
<br /> Insurance. The Consultant shall procure and keep in force during the term of this Agreement, at its
<br /> own cost and expense, automobile liability insurance on all vehicles used by the Consultant in the
<br /> performance of its duties under this Agreement. Proof of such insurance shall be provided to the City
<br /> prior to performing any services hereunder. A statement certifying that no vehicle will be used in
<br /> fulfilling this Agreement may be substituted for this insurance requirement.
<br /> Independent Contractor. This Agreement shall not constitute nor create an employer-employee
<br /> relationship,and because the Consultant is an independent consultant,the Consultant shall be responsible
<br /> for all obligations relating to federal income tax, self-employment FICA taxes and contributions, and all
<br /> other so called employer taxes and contributions, including, but not limited to, industrial insurance
<br /> (Workmen's Compensation), and that the Consultant agrees to indemnify, defend, and hold the City
<br /> harmless from any claims,valid or otherwise,made to the City,because of these obligations.
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