Res 2017-131/approving an agreement with Freese and Nichols, Inc. for the provision of a professional engineering services in connection with the Community Development Block Grant - Disaster Recovery (CDBG-DR) Uhland Road Improvements design amount estim

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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 and will end upon the Engineer'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 Engineer assume the Project/Services will be finally completed in accordance with the Schedule attached and incorporated into this Agreement as Attachment C. 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 Engineer will provide the City with at least a 30 calendar day period of opportunity to cure before the Engineer 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 Engineer. In the event of termination for convenience the City may require the Engineer 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 Engineer has specifically produced or specially acquired for the performance of the terminated part of the agreement. Upon such termination, the Engineer 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 Engineer can demonstrate to the satisfaction of the City, using its standard record keeping system, have resulted from the termination, The Engineer will not be paid for any work performed or costs incurred that reasonably could have been avoided. As a condition of payment, the Engineer 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 Engineer 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 Engineer, 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