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adverse impact on the completion of this Project. Any request for an extension of time will be <br />granted at the City's sole discretion and will be approved by the City on an Authorization of <br />Change in Services form as described in Subsection 1.17.2. <br />7.2 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 party initiating the termination. <br />7.3 The City may terminate this Agreement for convenience and without cause upon at least <br />15 calendar days prior written notice to the Engineer. <br />7.4 In the event of termination as provided in this Article, the City will compensate the <br />Engineer for all services performed to termination date, which are deemed by the City to be in <br />accordance with this Agreement. The City will pay this amount upon the Engineer's delivering <br />to the City all information and materials developed or accumulated by the Engineer in <br />performing the services described in this Agreement, whether completed or in progress. The <br />expense of reproduction of these items will be borne by the City. <br />ARTICLE 8 <br />INSURANCE AND INDEMNITY <br />8.1 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 arising from the negligent or intentional wrongful acts or omissions of the Engineer, its <br />officers, employees or agents. This will include, but not be limited to, the amounts of judgments, <br />penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City <br />arising in favor of any party, including the amounts of any damages or awards resulting from <br />claims demands and causes of action for personal injuries, death or damages to property alleged <br />or actual infringement of patents, copyrights, and trademarks and without limitation by <br />enumeration, all other claims, demands, or causes of action of every character occurring, <br />resulting, or arising from any negligent or intentional wrongful act, error or omission of the <br />Engineer and/or its agents and/or employees. This obligation by Engineer will not be limited <br />because of the specification of any particular insurance coverage in this Agreement. <br />8.2 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 has been given to the City. Failure of the Engineer to demand a certificate or <br />other sufficient evidence of full compliance with these insurance requirements or failure of the <br />Engineer to identify a deficiency from the evidence that is provided as proof of insurance will <br />not be construed as a waiver of the Engineer's obligation to maintain the required insurance <br />Burgess and Niple, Inc. Engineering Services Agreement <br />16 <br />