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City in good faith believes is equal to the cost to the City of correcting, re-procuring, or remedying any
<br /> damage caused by 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 Consultant("Notice"). Termination shall be effective upon Consultant's
<br /> receipt of the Notice or at such other time specified in the Notice. Unless terminated for Consultant's
<br /> material breach,the Consultant shall be paid or reimbursed for all services performed and Eligible Expenses
<br /> incurred up to the Notice Date,less all payments previously made.Notice may be given by mail,electronic
<br /> mail,fax,or personal delivery. The City does not by this section waive,release or forego any legal remedy
<br /> for any violation,breach or non-performance of any of the provision of this Agreement. City shall not pay
<br /> for any services or expenses incurred after the effective date of termination, unless authorized in writing
<br /> by the City.
<br /> Changes. The City may unilaterally reduce the scope of the services of the Consultant,which reduction in
<br /> scope will also reduce the compensation. Consultant may terminate this Agreement if the reduction in
<br /> scope is unacceptable to the Consultant.
<br /> Subletting/Assignment of Contracts. Consultant shall not sublet or assign any of the Work without the
<br /> 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 Consultant(or its employees, agents, representatives, subConsultants, or
<br /> subconsultants)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 Industrial
<br /> Insurance Law, Title 51 RCW. The Consultant recognizes that this waiver of immunity under Title 51
<br /> RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of
<br /> mutual negotiation.
<br /> Insurance. Consultant shall procure and keep in force during the term of this Agreement,at its own cost
<br /> and expense, automobile liability insurance on all vehicles used by Consultant in the performance of its
<br /> duties under this Agreement. Proof of such insurance shall be provided to the City prior to performing
<br /> any services hereunder. A statement certifying that no vehicle will be used in fulfilling this Agreement
<br /> 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, Consultant shall be responsible for
<br /> all obligations relating to federal income tax, self-employment FICA taxes and contributions, and all other
<br /> so called employer taxes and contributions, including,but not limited to, industrial insurance(Workmen's
<br /> Compensation),and that the Consultant agrees to indemnify, defend and hold the City harmless from any
<br /> claims,valid or otherwise,made to the City,because of these obligations.
<br /> Any and all employees of the Consultants, while engaged in the performance of this Agreement, shall be
<br /> considered employees of the Consultant only and not of the City,and any and all claims that may or might
<br /> arise under the Worker's Compensation Act on behalf of said employees or Consultant, while so engaged
<br /> in any and all claims made by a third party as a consequence of any negligent act or omission on the part
<br /> of the Consultant's employees, while so engaged in performance of this Agreement, shall be the sole
<br /> obligation and responsibility of the Consultant.
<br /> Consultant shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation
<br /> affecting its employees and the rules and regulations issued there under insofar as applicable to its
<br /> employees and shall at all times save the City free, clear and harmless from all actions, claims, demands
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