Res 2017-117/Award a contract for CDBG-DR Housing Case Management and Pre-Construction Services

Home Browse Search

2019. The term may end earlier with the completion of all services 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. 7.2 This Agreement may be terminated by either party upon 15 calendar days 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 Contractor will provide the City with at least a 30 calendar day period of opportunity to cure before the Contractor initiates termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least 15 calendar days 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 subcontractors 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 will indemnify, hold harmless and defend the City and its employees, authorized agents, officers from lawsuits, claims, demands and causes of action arising solely from the negligent or intentional wrongful acts or omissions of the Contractor, its officers, employees or agents in the performance of this Agreement. 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, demands, or causes of action to the extent caused by any negligent or intentional wrongful act, error or omission of the Contractor and/or its agents and/or employees. This obligation by Contractor will not be limited because of the specification of any particular insurance coverage in this Agreement. 10