Donnoe & Associates Inc 2/22/2019

lodging expense, if lodged within the corporate limits of the City, but the Consultant will be reimbursed 50%of lodging expense when lodged outside the corporate limits of the City. If authorized,the City may (at its sole option) obtain or arrange air travel for the Consultant. Eligible expenses shall not exceed the amounts mutually agreed upon in writing for each promotional examination process. Total compensation for each promotional examination process, including all services and expenses, shall not exceed the amount mutually agreed upon in writing. The total compensation for all promotional assessment center examination processes conducted by the Consultant in 2019 shall not exceed$20,000.00. The City may, in addition to any other remedy, withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting,re-procuring,or remedying any damage caused by Consultant's conduct. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to the Consultant ("Notice"). Termination shall be effective upon the Consultant's receipt of the Notice or at such other time specified in the Notice. Unless terminated for Consultant's material breach, the Consultant shall be paid or reimbursed for all services performed and Eligible Expenses incurred up to the Notice Date, less all payments previously made.Notice may be given by mail, electronic mail, fax, or personal delivery. The City does not by this section waive, release or forego any legal remedy for any violation, breach or non-performance of any of the provision of this Agreement. City shall not pay for any services or expenses incurred after the effective date of termination, unless authorized in writing by the City. Changes. The City may unilaterally reduce the scope of the services of the Consultant,which reduction in scope will also reduce the compensation. The Consultant may terminate this Agreement if the reduction in scope is unacceptable to the Consultant. Subletting/Assignment of Contracts. The Consultant shall not sublet or assign any of the Work without the express,prior written consent of the City. Indemnification. Except as otherwise provided in this paragraph,the Consultant hereby agrees to defend and indemnify the City from any and all Claims arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by the Consultant (or its employees, agents, representatives, or sub- consultants)relating to this Agreement. Solely and expressly for the purpose of its duties to indemnify and defend the City, the Consultant specifically waives any immunity it may have under the State Industrial Insurance Law, Title 51 RCW. The Consultant recognizes that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. Insurance. The Consultant shall procure and keep in force during the term of this Agreement,at its own cost and expense,automobile liability insurance on all vehicles used by the Consultant in the performance of its duties under this Agreement. Proof of such insurance shall be provided to the City prior to performing any services hereunder. A statement certifying that no vehicle will be used in fulfilling this Agreement may be substituted for this insurance requirement. Independent Contractor. This Agreement shall not constitute nor create an employer-employee relationship, and because the Consultant is an independent consultant, the Consultant shall be responsible for all obligations relating to federal income tax, self-employment FICA taxes and contributions, and all other so called employer taxes and contributions, including, but not limited to, industrial insurance (Workmen's Compensation), and that the Consultant agrees to indemnify, defend, and hold the City harmless from any claims,valid or otherwise,made to the City, because of these obligations. Page 2