Res 2012-077 - Laserfiche WebLink

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papers except as further described in Article V of the City's Contract with the TWDB. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Engineer's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. The Project must be completed in accordance with the TWDB contract which establishes the Study completion date as no later than March 31, 2014. 7.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.3 The City may terminate this Agreement for convenience and without cause with at least 15 calendar days prior written notice to the Engineer. 7.4 In the event of termination as provided in this Article, the City will compensate the Engineer for all services performed to termination date, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Engineer's delivering to the City all information and materials developed or accumulated by the Engineer in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Engineer will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts errors or omissions of the Engineer, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property, infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error or omission of the Engineer and /or its agents and /or employees. This obligation by the Engineer will not be limited because of the specification of any particular insurance coverage required under this Agreement. The Engineer's obligation will be limited to compensation due to the Engineer for its performance of services under this Agreement as stated in Section 13.2. 8.2 The Engineer will procure and maintain at its own expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by the Engineer or its agents, subcontractors or employees. Direct Water Reuse Feasibility Study 2012 — Espey E