Res 2013-126/Approving an agreement w/Strategic Government resources for professional executive search services for the City Manager position

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(b) The 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. The Consultant will provide the City with at least a 30 calendar day period of opportunity to cure before the Consultant initiates termination. (c) The Agreement may be terminated for convenience and without cause by the City upon at least 15 calendar days prior written notice to the Consultant. (d) In the event of termination as provided in this Section, the Consultant will immediately discontinue any and all services under the Agreement at the City's request. The Consultant will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with the Agreement. This amount will be paid by the City upon the Consultant's delivering to the City all information and materials developed or accumulated by the Consultant in performing the services described in the Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by the City. 10. Insurance and Indemnity (a) The Consultant 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 Consultant, 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 alleged or actual 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 Consultant and /or its agents and /or employees. This obligation by the Consultant will not be limited because of the specification of any particular insurance coverage required under the Agreement. (b) The Consultant 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 the Agreement, whether performed by the Consultant or its agents, subcontractors or employees. Before commencing the work the Consultant will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that the Consultant has complied with this paragraph. All certificates will provide that the policies will not be canceled until at least 30 calendar days prior written notice has been given to the City. Failure of the Consultant to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Consultant to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the Consultant's obligation to maintain the required insurance coverage specified herein. Commercial general liability and motor vehicle insurance will be written with the City as an additional insured and will be endorsed to provide a waiver of the carrier's right of subrogation against the City. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance and /or Employer's Liability: In accordance with the provisions of the Workers' Compensation Act of the State of Texas and/or $500,000.001$500,000.00 for Employer's Liability. CITY HALL • 630 EAST HOPKINS • SAN MARCOS, TEXAS 78666 . 512.393.8150 • FACSIMILE 512.393.3983 SANMARCOSTX.GOV 15