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<br />(b) This Agreement may be terminated by either party <br />upon 15 days prior written notice should the other party <br />fail substantially to perform in accordance with its <br />terms through no fault of the party initiating the <br />termination. <br /> <br />(c) This Agreement may be terminated at will by the <br />City upon at least 15 days prior written notice to the <br />Consultant. <br /> <br />(d) In the event of termination as provided in this <br />Section, the Consultant will be compensated for all <br />services performed to the termination date which are <br />deemed by the City to be in accordance with this <br />Agreement. This amount will be paid by the City upon <br />the Consultant's delivering to the City all information <br />and materials developed or accumulated by the <br />Consultant in performing the services described in this <br />Agreement, whether completed or in progress. The <br />expense of the reproduction of these items will be <br />borne by the City. <br /> <br />6. Insurance and Indemnity <br /> <br />(a) The Consultant will hold harmless, indemnify and <br />defend the City and its employees, agents, officers and <br />servants from any and all lawsuits, claims, demands <br />and causes of action of any kind arising from the <br />negligent or intentional acts, errors or omissions of the <br />Consultant, its officers, employees or agents. This will <br />include, but not be limited to, the amounts of <br />judgments, penalties, interest, court costs, reasonable <br />legal fees, and all other expenses incurred by the City <br />arising in favor of any party, including the amounts of <br />any damages or awards resulting from claims, demands <br />and causes of action for personal injuries, death or <br />damages to property. <br /> <br />(b) The Consultant will procure and maintain at its <br />expense insurance with insurance companies <br />authorized to do business in the State of Texas, <br />covering all operations under this Agreement, whether <br />performed by the Consultant or its agents, <br />subcontractors or employees. Before commencing the <br />work the Consultant will furnish to the City a <br />certificate or certificates in a form satisfactory to the <br />City, showing that Consultant has complied with this <br />paragraph. All certificates will provide that the policy <br />will not be canceled until at least 30 days written notice <br />has been given to the City, and will name the City as an <br />additional insured on all coverages except workers' <br />compensation and professional liability. The kinds and <br /> <br />C :\Corel\ WPDOCS\AGREEMNT. FLD\ts&cs. wpd <br /> <br />amounts of insurance required are as follows: <br /> <br />Workers' Compensation Insurance: In <br />accordance with the provisions of the <br />Workers' Compensation Act of the State of <br />Texas. <br /> <br />Liability Insurance: (1) Commercial general <br />liability insurance with a combined single <br />limit of $500,000 for each occurrence and <br />$500,000 in the aggregate, (2) Motor Vehicle <br />liability insurance in an amount not less than <br />$250,000 for injuries to anyone person, <br />$500,000 on account of anyone accident and <br />in an amount of not less than $250,000 for <br />property damage. <br /> <br />(c) The stated limits of insurance required by this <br />Paragraph are minimum only--they do not limit the <br />Consultant's indemnity obligation, and it will be the <br />Consultant's responsibility to determine what limits are <br />adequate. These limits may be met by basic policy <br />limits or any combination of basic limits and umbrella <br />limits. The City's acceptance of certificates of <br />insurance that do not comply with these requirements <br />in any respect does not release the Consultant from <br />compliance with these requirements. <br /> <br />7. No Waiver of Immunity <br /> <br />Nothing in this Contract is intended as a waiver by <br />the City of any immunity from suit to which it is <br />entitled under Texas law. <br /> <br />8. Miscellaneous Provisions <br /> <br />(a) This Agreement is governed by the law of the State <br />of Texas. Exclusive venue for any dispute arising <br />under this Agreement is in Hays County, Texas. <br /> <br />(b) As to all acts or failures to act by either party to <br />this Agreement, any applicable statute of limitations <br />will commence to run and any alleged cause of action <br />will be deemed to have accrued when the party <br />commencing the cause of action knew or should have <br />known of the existence of the subject act or failure to <br />act. <br /> <br />(c) The Consultant agrees not to use funds received by <br />it under the terms of this Agreement for any partisan <br />political activity or to further the election or defeat of <br />any candidate for public office. <br /> <br />2 <br />