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the corporate limits of the City. If authorized,the City may(at its sole option) obtain or arrange air travel
<br /> for the Trainer. Eligible expenses shall not exceed$0.00.
<br /> Total compensation, including all services and expenses, shall not exceed a maximum of$2,660.00. The
<br /> City may, in addition to any other remedy, withhold from any payment otherwise due an amount that the
<br /> City in good faith believes is equal to the cost to the City of correcting, re-procuring, or remedying any
<br /> damage caused by Trainer'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 Trainer("Notice"). Termination shall be effective upon Trainer's receipt
<br /> of the Notice or at such other time specified in the Notice.Unless terminated for Trainer's material breach,
<br /> the Trainer shall be paid or reimbursed for all services performed and Eligible Expenses incurred up to the
<br /> Notice Date, less all payments previously made. Notice may be given by mail, electronic mail, fax, or
<br /> personal delivery. The City does not by this section waive, release or forego any legal remedy for any
<br /> violation,breach or non-performance of any of the provision of this Agreement. City shall not pay for any
<br /> services or expenses incurred after the effective date of termination, unless authorized in writing by the
<br /> City.
<br /> Changes. The City may unilaterally reduce the scope of the services of the Trainer, which reduction in
<br /> scope will also reduce the compensation. Trainer may terminate this Agreement if the reduction in scope
<br /> is unacceptable to the Trainer.
<br /> Subletting/Assignment of Contracts. Trainer 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 Trainer hereby agrees to defend and
<br /> indemnify the City from any and all Claims arising out of,in connection with,or incident to any acts,errors,
<br /> omissions,or conduct by Trainer(or its employees,agents,representatives,subTrainers,or subconsultants)
<br /> relating to this Agreement. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> City, the Trainer specifically waives any immunity it may have under the State Industrial Insurance Law,
<br /> Title 51 RCW. The Trainer recognizes that this waiver of immunity under Title 51 RCW was specifically
<br /> entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation.
<br /> Insurance. Trainer 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 Trainer 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 Trainer is an independent Trainer, Trainer shall be responsible for all
<br /> obligations relating to federal income tax, self-employment FICA taxes and contributions,and all other so
<br /> called employer taxes and contributions, including, but not limited to, industrial insurance (Workmen's
<br /> Compensation), and that the Trainer 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 Trainers, while engaged in the performance of this Agreement, shall be
<br /> considered employees of the Trainer 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 Trainer, while so engaged in
<br /> any and all claims made by a third party as a consequence of any negligent act or omission on the part of
<br /> the Trainer's employees, while so engaged in performance of this Agreement, shall be the sole obligation
<br /> and responsibility of the Trainer.
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