Res 2014-019/Transportation master plan agreement w/HDR Engineering, Inc.

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ARTICLE 5 TERMINATION OF AGREEMENT A. The City may terminate this Agreement for convenience and without cause upon at least thirty (30) calendar days prior written notice to the Engineer. B. Upon the Engineer's receipt of any such notice of termination under this Article 5, it will cease work as directed in writing by the City. The City will compensate the Engineer for all services performed up to the date of the notice of termination, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Engineer's delivering to the City all information and materials developed or accumulated by the Engineer in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. C. If applicable to this Agreement, funds for the payment for work performed by the Engineer under this Agreement have been provided through the City's budget approved by City Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The City cannot guarantee the availability of funds, and enters into this Agreement only to the extent such funds are made available. The Engineer acknowledges and agrees that it will have no recourse against the City for its failure to appropriate funds for the purposes of this Agreement in any fiscal year other than the year in which this Agreement was executed. The fiscal year for the City extends from October 1 st of each calendar year to September 30th of the following calendar year. ARTICLE 6 INDEMNIFICATION A. In performing all services under this Agreement, the Engineer or persons under the supervision of the Engineer will use that degree of care and skill normally exercised for similar projects by professional Engineers who possess special expertise in these types of services. The Engineer will ensure that all persons performing services under this Agreement possess the appropriate licenses under local, State or Federal law governing their respective discipline. As an experienced and qualified design professional, the Engineer represents that the information it provides reflects customary professional and industry standards, procedures, and performances. The Engineer represents that the preparation of documents, the selection and supervision of personnel, and the performance of other services under this Agreement, are pursuant to the customary standard of excellence in the engineering profession. Any provisions in this Agreement pertaining to the City's review, approval and /or acceptance of written materials prepared by the Engineer and /or its subconsultants, contractors, and subcontractors in connection with this Agreement will not diminish the Engineer's responsibility for the materials. Approval of the City will not constitute, or be deemed, a release of the responsibility and liability of the Engineer, its employees, agents, or associates for the exercise of skill and diligence to promote the accuracy and competency of their designs, information, plans, specifications or any other document, nor will the City's approval be deemed to be the assumption of responsibility by the City for any defect or error in the aforesaid documents prepared by the Engineer, its employees, associates, agents, subconsultants or subcontractors. 3