Res 2016-178/approving an agreement with Cobb, Fendley and Associates, Inc. for the provision of professional consulting services in connection with the Downtown District Distribution System Conversion study in the not-to-exceed amount of $88,357.50

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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 three 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 by June 5, 2017. 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 In the event of termination as provided in this Article, the Consultant will immediately discontinue any and all services under the Agreement upon the City's request. The City will compensate the Consultant for all services performed to termination date, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Consultant's delivering to the City all information and materials developed or accumulated by the Consultant in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Consultant will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising solely from the negligent or intentional wrongful acts or omissions of the Consultant, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments,penalties, interest, court costs, reasonable legal fees, expert witness fees and all other expenses incurred by the City arising in favor of any party,including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries,death or damages to property,alleged or actual infringement of patents,copyrights and trademarks in the performance of the work or the incorporation in the work of any invention, design, process, product or device and without limitation by enumeration, all other claims, Cobb Fendley Downtown District Distribution Study 12/20/2016 6