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8. Breach <br />The City will have the right to declare the Engineer in breach of this Agreement for cause when the City <br />determines that this Agreement has not been performed in substantial accordance with its written terms and <br />conditions. <br />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 continue for two years from the effective date unless this Agreement is terminated <br />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 Engineer will provide the City with at least a 30 calendar day period of <br />opportunity to cure before the Engineer 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 Engineer. <br />(d) In the event of termination as provided in this Section, the Engineer will immediately discontinue any <br />and all services under this Agreement at the City's request. The Engineer 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 Engineer's delivering to the City all information <br />and materials developed or accumulated by the Engineer in performing the services described in this <br />Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne <br />by the City. <br />10. Insurance and Indemnit <br />(a) The Engineer 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 Engineer, 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 kv enumeration, all other claims, demands, or causes <br />of action of every character occurring resulting, or arising solely from any negligent or intentional <br />wrongful act, error or omission of the Engineer and/or its agents an for employees. This obligation by <br />the Engineer will not be limited because of the specification of any particular insurance coverage <br />required under this Agreement. <br />(b) The Engineer 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 Engineer or its agents, subcontractors or employees. Before commencing the work the <br />CITY HALL ® 630 EAST HOPKINS ® SAN MARCOS, TEXAS 78666 e 512.393.8150 + FACSIMILE 855.759.2846 <br />SANMARCOSTX.GOV <br />7 <br />