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<br />peninent to this Agreement for the purpose of making
<br />audit, examination, excerpts, copying and
<br />transcriptions.
<br />
<br />(c) The Consultant v.:ill furnish to the Cit)' at such time
<br />and in such form as the City may require, financial
<br />statements including audited fmancial statements,
<br />records, reports, data and information, as the City may
<br />request pertaining to the matters covered by this
<br />Agreement.
<br />
<br />5. Ownership and Use of Documents
<br />
<br />(a) All documents prepared by the Consultant in
<br />connection with this Agreement will become the
<br />property of the City whether any project related to this
<br />Agreement is executed or not.
<br />
<br />(b) The Consultant will retain all of its records and
<br />supporting documentation relating to this Agreement,
<br />and not delivered to the City. for a period, of three
<br />years, except that in the event the Consultant goes out
<br />of business during that period, it will turn over to the
<br />City all of its records relating to the Project for
<br />retention by the City.
<br />
<br />6. Term; Termination of A2reement
<br />
<br />(a) The term of this Agreement begins upon its
<br />execution by the City, and will end upon the
<br />Consultant's completion, and the City's acceptance, of
<br />all services described in this Agreement.
<br />
<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 />Ci:y 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 />7. Insurance and lndemnin'
<br />
<br />(a) The Consultant will hold harmless, indemnify and
<br />defend the City and its employees, agents, officers and
<br />sen'ants 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., coun 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 ....ill 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 ....ill name the City as an
<br />additional insured on all coverages except workers'
<br />compensation and professional liability. The kinds and
<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 5500,000 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
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