Res 2017-024/approving an agreement with Leathers and Associates, Inc. for the provision of professional design services in connection with the reconstruction of the San Marcos Playscape Project in the fixed fee amount of $65,300.00

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10. Designation of Consultant's Contact Person The Consultant agrees to designate in writing a single contact person assigned to coordinate the Consultant's performance of obligations under this Agreement. Any changes to this designation must be made by the Consultant in writing to the City. 11. Breach The City will have the right to declare the Consultant in breach of this Agreement for cause when the City determines that this Agreement has not been performed in accordance with its written terms and conditions. 12. Term; Termination of Agreement (a) The term of this Agreement begins on the effective date established on the first page of the Letter 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 subsections (b) or (c) below. The terms of this Agreement will remain in full force and effect and the Consultant is responsible for all work included in this Agreement until the associated construction Project has been completed by the Contractor and accepted by the City except for the work referenced in Section 4(s) of this Agreement. The Consultant's responsibility for work referenced included in Section 4(s) will survive the expiration of this Agreement until such time that the specified warranty period for this Project is complete in accordance with the construction contract. (b) 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. (c) This Agreement may be terminated for convenience and without cause by the City upon at least 15 calendar days prior written notice to the Consultant. (d) In the event of termination as provided in this Section, the Consultant will immediately discontinue any and all services under this Agreement at the City's request. The Consultant will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City 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 the reproduction of these items will be borne by the City. 13. Insurance and Indemnit (a) The Consultant will hold 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, errors 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, 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 and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising solely from any negligent or intentional wrongful act, error or omission of the Consultant and/or its agents and/or employees. This obligation by the Consultant will not be limited because of the specification of any particular insurance coverage required under this Agreement. (b) The Consultant will procure and maintain at its own expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by the CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TEXAS 78666.512.393.8150 • FACSIMILE 855.759.2846 SANMARCOSTX.GOV 12