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the initial Agreement period. The City will notify the Consultant of its refusal to renew this Agreement no <br />later than 30 calendar days prior to the renewal date. The City's refusal to renew will cause the Agreement <br />to expire on the original or mutually agreed date <br />(b) The Agreement may be terminated by either party upon 15 calendar days prior written notice should <br />the other party fail substantially to perform in accordance with its terms through no fault of the party <br />initiating the termination. The Consultant will provide the City with at least a 30 calendar day period of <br />opportunity to cure before the Consultant initiates termination. <br />(c) The Agreement may be terminated for convenience and without cause by the City upon at least 15 <br />calendar days prior written notice to the Consultant. <br />(d) In the event of termination as provided in this Section, the Consultant will immediately discontinue <br />any and all services under the Agreement at the City's request. The Consultant will be compensated for all <br />services performed to the termination date which are deemed by the City to be in accordance with the <br />Agreement. This amount will be paid by the City upon the Consultant's delivering to the City all <br />information and materials developed or accumulated by the Consultant in performing the services described <br />in the Agreement, whether completed or in progress. The expense of the reproduction of these items will <br />be borne by the City. <br />10. Insurance and Indemni <br />(a) The Consultant will indemn o, hold harmless and defend the City and its employees, agents, offreers <br />and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from <br />the negligent or intentional wrongful acts errors or omissions of the Consultant, its officers, employees <br />or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court <br />costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, <br />including the amounts of any damages or awards resulting from claims demands and causes of action <br />for personal injuries, death or damages to property alleged or actual infringement of patents, copyrights, <br />and trademarks and without limitation by enumeration, all other claims, demands, or causes of action <br />of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error <br />or omission of the Consultant and/or its agents and/or employees This obligation by the Consultant will <br />not be limited because of the specification of any particular insurance coverage required under this <br />Agreement <br />(b) The Consultant will procure and maintain at its own expense insurance with insurance companies <br />authorized to do business in the State of Texas, covering all operations under this Agreement, whether <br />performed by the Consultant or its agents, subcontractors or employees. Before commencing the work the <br />Consultant will furnish to the City a certificate or certificates in a form satisfactory to the City, showing <br />that the Consultant has complied with this paragraph. All certificates will provide that the policies will not <br />be canceled until at least 30 calendar days prior written notice has been given to the City. Failure of the <br />Consultant to demand a certificate or other sufficient evidence of full compliance with these insurance <br />requirements or failure of the Consultant to identify a deficiency from the evidence that is provided as proof <br />of insurance will not be construed as a waiver of the Consultant's obligation to maintain the required <br />insurance coverage specified herein. Commercial general liability and motor vehicle insurance will be <br />written with the City as an additional insured and will be endorsed to provide a waiver of the carrier's right <br />of subrogation against the City. The kinds and amounts of insurance required are as follows: <br />Workers' Compensation Insurance and/or Employer's Liability: In lieu of proof of Workers' Compensation <br />Insurance, the Consultant will provide an affidavit that states that the Consultant does not now have, and <br />8 <br />CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TEXAS 78666 . 512.393.8150 • FACSIMILE 512.393.3983 <br />SANMARCOSTX.GOV <br />