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<br />I <br /> <br />I <br /> <br />I <br /> <br />5. Term; Termination of Al!reement <br /> <br />( a) The term of this Agreement begins upon the date <br />of the letter agreement, and will end upon the <br />Consultant's completion, and the City'S acceptance, <br />of all services described in this Agreement. <br /> <br />(b) This Agreement may be terminated by either <br />party upon 15 days prior written notice should the <br />other party fail substantially to perform in accordance <br />with itS terms through no fault of the party initiating <br />the 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 m accordance with this <br />Agreement. This amount will be paid by the City <br />upon the Consultant's delivering to the City all <br />information and materials developed or accumulated <br />by the Consultant in performing the services <br />described in this Agreement, whether completed or in <br />progress. The expense of the reproduction of these <br />items will be borne by the City. <br /> <br />6. Insurance and Indemnitv <br /> <br />(a) The Consultant will hold harmless, indemnify <br />and defend the City and its employees, agents, <br />officers and servants from any and all lawsuits, <br />claims, demands and causes of action of any kind <br />arising from the negligent or mtentional acts, errors <br />or o1lllssions of the Consultant, its officers, <br />employees or agents. This will include, but not be <br />hmited to, the amounts of judgments, penalties, <br />mterest, court costs, reasonable legal fees, and all <br />other expenses incurred by the City arising in favor <br />of any party, includmg the amounts of any damages <br />or awards resulting from claims, demands and causes <br />of action for personal mjuries, death or damages to <br />property <br /> <br />(b) The Consultant will procure and maintain at its <br />expense msurance with insurance companies <br />authorized to do busmess in the State of Texas, <br />covenng all operations under this Agreement, <br />whether performed by the Consultant or its agents, <br /> <br />October 2004 <br /> <br />subcontractors or employees. Before commencmg <br />the 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 <br />policy will not be canceled until at least 30 days <br />written notice has been given to the City, and will <br />name the City as an additional insured on all <br />coverages except workers' compensation and <br />professional liability. The kmds and amounts of <br />insurance reqUired are as follows' <br /> <br />Workers' Compensation Insurance: In accordance <br />with the provisions of the Workers' Compensation <br />Act of the State of Texas. <br /> <br />Liabilitv Insurance' (1) Commercial general hability <br />msurance With a combined single li1lllt of $500,000 <br />for each occurrence and $500,000 m the aggregate, <br />(2) Motor Vehicle liability insurance m an amount <br />not less than $250,000 for injunes to anyone person, <br />$500,000 on account of anyone aCCident and m an <br />amount of not less than $250,000 for property <br />damage. <br /> <br />(c) The stated limits of insurance reqUired by thiS <br />Paragraph are minimum only--they do not h1lllt the <br />Consultant's indemnity obligation, and it will be the <br />Consultant's responsibility to determine what hmits <br />are adequate. These limits may be met by baSiC <br />policy limits or any comb mati on of baSiC h1lllts and <br />umbrella limits. The City's acceptance of certificates <br />of insurance that do not comply With these <br />requirements m any respect does not release the <br />Consultant from comphance With these requirements. <br /> <br />7. No Waiver of Immunitv <br /> <br />The City's execution of and performance under <br />thiS Agreement will not act as a waiver by the City of <br />any immunity from SUit or habihty to which it is <br />entitled under applicable law. The parties <br />acknowledge that the City, in executing and <br />performing this Agreement, is a governmental entity <br />acting in a governmental capacity. <br /> <br />8. Miscellaneous Provisions <br /> <br />(a) This Agreement is governed by the law of the <br />State of Texas. ExclUSive venue for any dispute <br />ansing under this Agreement is in Hays County, <br /> <br />2 <br />