Cascadia Consulting Group Inc 8/1/2019

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 Service Provider's conduct. 5. 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, 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 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. The City shall not pay Service Provider for any expenses incurred or work done following the effective date of termination unless authorized in writing by the City before the expenses are incurred or the work is done. 6. Changes. The City may,from time to time,unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease in compensation),shall: (a)be made only in writing and signed by an authorized City representative,(b) be explicitly identified as such and(c)become a part of this Agreement. 7. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express,prior written consent of the City. 8. Indemnification. A. Service Provider will defend and indemnify the City from any and all Claims arising out of,in connection with,or incident to any negligent acts,errors,omissions,or conduct by Service Provider relating to,or arising out of its performance of,this Agreement. Service Provider will defend and indemnify the City whether a Claim is asserted directly against the City,or whether a Claim is asserted indirectly against the City,e.g.,a Claim is asserted against someone else who then seeks contribution or indemnity from the City.The amount of insurance obtained by,obtainable by,or required of Service Provider does not in any way limit Service Provider's duty to defend and indemnify the City. The City retains the right to approve Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim shall be performed under a fiduciary relationship to the City. B. The Service Provider's obligations under this Section 8 shall not apply to Claims caused by the sole negligence of the City. If(1)RCW 4.24.115 applies to a particular Claim,and(2)such Claim is caused by or results from the concurrent negligence of(a)the Service Provider,its employees, subcontractors/subconsultants or agents and(b)the City,then the Service Provider's obligations under this Section 8 shall apply only to the extent allowed by RCW 4.24.115. Page 2 (Climate Action Plan RFP 2019-042,updated July 24,2019)