Res 2003-120 - Laserfiche WebLink

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property of the City whether any project related to this Agreement is executed or not. City agrees such documents are not intended or represented to be suitable for reuse for another project by City or others. Any such reuse by City or those who obtained said documents from City without written verification or adaptation by the Engineer will be at City's sole risk and without liability or legal exposure to the Engineer. 7.2 The Engineer will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years except in the event that the Engineer goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. ARTICLE 8 TERM OF AGREEMENT 8.1 The term of this Agreement begins upon its execution by both parties, 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 8.2 or 8.3 below. The Engineer's services, with the exception of those services described in Section 1.14, must be completed no later than December 1,2003. 8.2 This Agreement may be terminated by either party upon 15 days prior written notice should the other party fail substmatially to perform in accordance with its terms through no fault of the party initiating the termination. 8.3 This Agreement may be terminated at will by the City upon at least 15 days prior written notice to the Engineer. 8.4 In the event of termination as provided in this Article, the Engineer will be compensated for all services performed to termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Engineer's delivering to the City ail 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 9 INSURANCE AND INDEMNITY 9.1 The Engineer will indemnify, hold harmless and defend the City and its employees, agents, officers m~d servants fi'om any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent acts 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 CH2M Hill. 2.wpd 16