Laserfiche WebLink
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 <br />any and all services under this Agreement at the City's request. The Consultant will be compensated for <br />all 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 <br />described in this Agreement, whether completed or in progress. The expense of the reproduction of these <br />items will 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, <br />officers and servants from any and all lawsuits, claims, demands and causes of action of any kind <br />arising solely from the negligent or intentional wrongful acts errors or omissions of the Consultant, its <br />officers, employees or agents. This will include, but not be limited to, the amounts of judgments, <br />penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising <br />in favor of any party, including the amounts of any damages or awards resulting from claims demands <br />and causes of action for personal injuries, death or damages to property alleged or actual infringement <br />of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, <br />demands, or causes of action of every character occurring, resulting, or arising solely from any <br />negligent or intentional wrongful act, error or omission of the Consultant and/or its agents and/or <br />employees. This obligation by the Consultant will not be limited because of the specification of any <br />particular insurance coverage required 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 <br />the Consultant will furnish to the City a certificate or certificates in a form satisfactory to the City, <br />showing that the Consultant has complied with this paragraph. All certificates will provide that the <br />policies will not be canceled until at least 30 calendar days prior written notice has been given to the City. <br />Failure of the Consultant to demand a certificate or other sufficient evidence of full compliance with these <br />insurance requirements or failure of the Consultant to identify a deficiency from the evidence that is <br />provided as proof of insurance will not be construed as a waiver of the Consultant's obligation to <br />maintain the required insurance coverage specified herein. Commercial general liability and motor <br />vehicle insurance will be written with the City as an additional insured and will be endorsed to provide a <br />CITY HALL a 630 EAST HOPKINS O SAN MARCOS, TEXAS 78666 • 512.393.8150 • FACSIMILE 855.759.2846 <br />SANMARCOSTX.GOV <br />15 <br />