Res 2017-069/approving an agreement with TMT Solutions, Inc. in connection with the Surface Water Treatment Plant and the Wastewater Treatment Plant Supervisory Control and Data Acquisition Systems for the Public Services Department in the total amount of

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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. Support (Basic Care by Inductive Automation) will extend for five (5) years from the effective date of this Agreement unless the Agreement is terminated under Sections 7.2 or 7.3 below. The Contractor, not the Software Provider, will assume all risk for the provision and functionality of the Software Products. Both the City and the Contractor assume the Project/Services will be finally completed in accordance with the schedule negotiated between the Contractor and the City and included in Subsection 1.1.17. 7.2 The Agreement may be terminated by the City upon 15 calendar days prior written notice and by the Contractor upon 30 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. Each party will provide the other with at least a 30 calendar day period of opportunity to cure before the it initiates termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least 30 calendar days prior written notice to the Contractor. In the event of termination for convenience the City may require the Contractor 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 Contractor has specifically produced or specially acquired for the performance of the terminated part of the agreement. Upon such termination, the Contractor will (a) stop work to the extent specified (b) terminate any subconsultants as they relate to the terminated work, and (c) be paid the following amounts without duplication, subject to the other terms of this contract: (i) contract prices for supplies or services accepted under the agreement (ii) costs incurred in performing the terminated portion of the work, and (iii) any other reasonable costs that the Contractor can demonstrate to the satisfaction of the City, using its standard record keeping system, have resulted from the termination, The Contractor will not be paid for any work performed or costs incurred that reasonably could have been avoided. As a condition of payment, the Contractor will submit within three months of the effective date of the termination a claim specifying the amounts due because of the termination. The absence of an appropriate termination for convenience clause in any subcontract will not increase the obligation of the City beyond what it would have been had the subcontract contained such a clause. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Contractor, at its own expense will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands am/ causes of action of any kind arising solely from the negligent or intentional wrongful acts errors or omissions of the Contractor, its officers, employees or agents. This will include, but not be limited to, the amounts ofjudgments, penalties, interest, court costs, reasomlbel 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 11