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9. Term; Termination of Agreement <br />(a) The term of this Agreement begins on the effective date established on the first page of the Letter <br />Agreement and will end upon the Consultant's completion, and the City's acceptance of all services <br />described in this Agreement unless this Agreement is terminated under subsections (b) or (c) below. <br />(b) This 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) This 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 any <br />and all services under this 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 this <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 this 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 Indemnity <br />(a) The Consultant will indemnify, hold harmless and defend the City and its employees, agents, officers <br />and servants from any and all lawsuits, claims, demands and causes of action of any kind arising solely <br />from the negligent or intentional wrongful acts errors or omissions of the Consultant, its officers, <br />employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, <br />interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor <br />of any party, including the amounts of any damages or awards resulting from claims demands and causes <br />of action for personal injuries, death or damages to property alleged or actual infringement of patents, <br />copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes <br />of action of every character occurring, resulting, or arising from any negligent or intentional wrongful <br />act, error or omission of the Consultant and/or its agents and/or employees. This obligation by the <br />Consultant will not be limited because of the specification of any particular insurance coverage required <br />under this 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 />CITY HALL ® 630 EAST HOPKINS ® SAN MARCOS, TExAS 78666 e 512.393.8150 e FACSIMILE 855.759 -2846 <br />SANMARCOSTX.GOV <br />13 <br />