Res 2016-075/approving an agreement with Kimley-Horn and Associates, Inc. for the provision of parking management consulting services in connection with the implementation of a parking management program in downtown San Marcos in the not-to-exceed amount

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require, financial statements including audited financial statements, records, reports, data and information, as the City may request pertaining to the matters covered by this Agreement. Information provided pursuant to this subsection will be held in strict confidence to the extent permitted by applicable law. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 All documents prepared by the Consultant in connection with this Agreement are the property of the City whether any project related to this Agreement is executed or not. 6.2 The Consultant will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of four years except in the event that the Consultant goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. 6.3 As applicable, the Consultant will pay all license fees, royalties, and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed project. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Consultant's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. Both the City and the Consultant assume the Project/Services will be finally completed in accordance with the Schedule of Events attached and incorporated into this Agreement as Attachment B. 7.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. The Consultant will provide the City with at least a 30 calendar day period of opportunity to cure before the Consultant initiates termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least 15 calendar days prior written notice to the Consultant. In the event of termination for convenience the City may require the Consultant to transfer title and deliver to the City in the manner and to the extent directed by the Purchasing Manager: (a) any completed supplies; and (b) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (hereinafter called "manufacturing material") as the Consultant has specifically produced or specially acquired for the performance of the terminated part of the agreement. Upon such termination, the Consultant will (a) stop work to the extent specified (b) terminate any Kimley -Horn and Associates, Inc. Management Consulting Services 6/2016 8