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the extent directed by the Purchasing Manager: (a) any completed supplies; and (b) such partially
<br />completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and
<br />contract rights (hereinafter called "manufacturing material ") as the Consultant has specifically
<br />produced or specially acquired for the performance of the terminated part of the agreement. Upon
<br />such termination, the Consultant will (a) stop work to the extent specified (b) terminate any
<br />subconsultants as they relate to the terminated work, and (c) be paid the following amounts without
<br />duplication, subject to the other terms of this contract: (i) contract prices for supplies or services
<br />accepted under the agreement (ii) costs incurred in performing the terminated portion of the work,
<br />and (iii) any other reasonable costs that the Consultant can demonstrate to the satisfaction of the
<br />City, using its standard record keeping system, have resulted from the termination, The Consultant
<br />will not be paid for any work performed or costs incurred that reasonably could have been avoided.
<br />As a condition of payment, the Consultant will submit within three months of the effective date of
<br />the termination a claim specifying the amounts due because of the termination. The absence of an
<br />appropriate termination for convenience clause in any subcontract will not increase the obligation
<br />of the City beyond what it would have been had the subcontract contained such a clause.
<br />ARTICLE 8
<br />INSURANCE AND INDEMNITY
<br />8.1 The Consultant will indemnify, hold harmless and defend the City and its employees,
<br />agents, officers and servants from any and all lawsuits, claims, demands and causes of action
<br />of any kind arising solely from the negligent or intentional wrongful acts or omissions of the
<br />Consultant, its officers, employees or agents. This will include, but not be limited to, the
<br />amounts of judgments, penalties, interest, court costs, reasonable legal fees, expert witness fees
<br />and all other expenses incurred by the City arising in favor of any party, including the amounts
<br />of any damages or awards resulting from claims demands and causes of action for personal
<br />injuries, death or damages to property, alleged or actual infringement of patents, copyrights and
<br />trademarks in the performance of the work or the incorporation in the work of any invention,
<br />design, process, product or device and without limitation by enumeration, all other claims,
<br />demands, or causes of action of every character occurring, resulting, or arising from any
<br />negligent or intentional wrongful act, error or omission of the Consultant and/or its agents
<br />and/or employees. This obligation by Consultant will not be limited because of the specification
<br />of any particular insurance coverage in this Agreement.
<br />8.2 The Consultant will procure and maintain at Consultant's expense insurance with insurance
<br />companies authorized to do business in the State of Texas, covering all operations under this
<br />Agreement, whether performed by Consultant or Consultant's agents, subcontractors or
<br />employees. Before commencing the work, the Consultant will furnish to the City a certificate or
<br />certificates in form satisfactory to the City, showing that Consultant has complied with this
<br />paragraph. All certificates will provide that the policy will not be changed or canceled until at
<br />least 30 calendar days written notice has been given to the City. Failure of the Consultant to
<br />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
<br />as proof of insurance will not be construed as a waiver of the Consultant's obligation to maintain
<br />AECOM Agreement for Disaster Recovery Support Services 5/17/2016
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