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8.2 This Agreement may be terminated by either party upon 15 calendar days prior written <br />notice should the other party fail substantially to perform in accordance with its terms through no <br />fault of the parry initiating the termination. <br />8.3 This Agreement may be terminated at will by the City upon at least 15 calendar days <br />prior written notice to the Engineer. <br />8.4 In the event of termination as provided in this Article, the Engineer will be compensated <br />for all services performed to termination date which are deemed by the City to be in accordance <br />with this Agreement. This amount will be paid by the City upon the Engineer's delivering to the <br />City all information and materials developed or accumulated by the Engineer in performing the <br />services described in this Agreement, whether completed or in progress. The expense of <br />reproduction of these items will be borne by the City. <br />ARTICLE 9 <br />INSURANCE AND INDEMNITY <br />9.1 The Engineer will indemnify, hold harmless and defend the City and its employees, <br />agents, officers and servants from any and all lawsuits, claims, demands and causes of action of <br />any kind to the extent arising from the negligent acts, errors, or omissions or intentional <br />wrongful acts of the Engineer, its officers, employees or agents. This will include, but not be <br />limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and <br />all other expenses incurred by the City arising in favor of any party, including the amounts of <br />any damages or awards resulting from claims, demands and causes of action for personal <br />injuries, death or damages to property, alleged or actual infringement of patents, copyrights, and <br />trademarks and without limitation by enumeration, all other claims, demands, or causes of action <br />of every character occurring, resulting, or arising from any negligent act, error, or omission, or <br />intentional wrongful act of the Engineer and /or its agents and /or employees. This obligation by <br />Engineer will not be limited by reason of the specification of any particular insurance coverage <br />in this Agreement. <br />9.2 The Engineer will procure and maintain at Engineer's expense insurance with insurance <br />companies authorized to do business in the State of Texas, covering all operations under this <br />Agreement, whether performed by Engineer or Engineer's agents, subcontractors or employees. <br />Before commencing the work the Engineer will furnish to the City a certificate or certificates in <br />form satisfactory to the City, showing that Engineer has complied with this paragraph. All <br />certificates will provide that the policy will not be changed or canceled until at least 30 calendar <br />days written notice will have been given to the City. Commercial general liability insurance and <br />motor vehicle insurance will be written with the City of San Marcos, Texas as an additional <br />insured and will be endorsed to provide a waiver of the carrier's right of subrogation against the <br />City. The kinds and amounts of insurance required are as follows: <br />Workers' Compensation Insurance: In accordance with the provisions of the Workers' <br />Compensation Act of the State of Texas. <br />Kimley Horn — Thorpe Lane Project <br />15 <br />