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8. Insurance Nat A Limitation. The insurance coverage and requirements contained in this Section <br /> shall ilot be construed tc�be a timitation af liability for the Consulting Er►gineer. <br /> E. TERMIt�tATION <br /> 1. This Agreement may be terminated in whole or in part in writing by either party in the event of <br /> substantial fai(ure by the ather party to fulfitl its obligati4ns undei•this Agreement through no <br /> fault of the terminating parly; provided that no such termination rnay be affected unless the other <br /> party is given not less tl3an fifteen(15}calendar days prioi•writtezz notice{delivered hy certified <br /> mail, retury�receipt requested) of intent to terminate, and an opportunity for cansultation with the <br /> terminating party prior ta termination. <br /> 2. This Agreement may be terrni��ated in whale or in part in writing by the City far its convenience; <br /> provided that the Consulting Engirteer is given rtat Iess than fifteen{15}catendar days prior <br /> written notice delivered by certified rnail, return receipt requested of intent to terminate, and an <br /> opportu��ity for consultation witl�the City prior ta terminatian. <br /> 3. Upon receipt ofa notice of intent to terminate from the City pursuant to this Ag�•eement,the <br /> Co�zsulting Engineer shall(1)promptly discontinue a(1 services affected(unless the notice directs <br /> atherwise}, and(2)mal�e available to the City at any reasonabfe tirne at a location specified by the <br /> City at1 data,drawings, speci�catians, reports, estimates, summaries, and such other i��forrr►ation <br /> and materials as may have been accumulated by the Cansulting Engiiieer in perfo�•ming this <br /> Agreement, whether compieted or in process. <br /> 4. Upo��terminatian pursuant to this Agreeinent,the City's Representative may take over the work <br /> and complete the same by agreement witlx another party or otherwise. <br /> F. EOUAL EMPLOYMENT OPPORTT.INITY REQUIREMENTS. Tlie Consulting Engineer <br /> aga•ees to abide by and comply witl�the City�s ��Equal Emplay�nent Opportunity Clause"(attached and <br /> marked hereto as Exhibit F and incorporated herein by reference)to flie extent that tlie clause is <br /> applicabte to this contract. <br /> G. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be <br /> canstrued to�nake the Consutting Etlgineer an emptoyee or partner af the City. The Consulting <br /> Engineer shall at a11 t'rmes hereunder be construed to be an independent contractor. <br /> H. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the <br /> Cansulting Engineer shall abide by the terms of all Federat requiretnents in the performance c�f duties <br /> hereunder. <br /> I. AMENDMENT OF AGREEMENT. This Agreement shall be amended ar suppletnented only in <br /> writing aitd executed by both parties hereto. <br /> J. HOLD HARMLESS. Ca►lsulting Engineer shall indemnify and save harmless the City, its o�cers <br /> and employees against c[aims fc�r damages to property t�r in,juries to or death of any person ar <br /> persons, includilig praperty and employees or agents of the City and including reasonable atton�ey's <br /> fees incurred by tl�e City or required in any way to be paid by the City, it�defanse thereof,and sha]t <br /> indemnify and save harmless the City fram all claims, dernands, suits, actions or praceedings <br /> i�cluding Worker's Cotnpensation claims, of or by anyo�e whomsoever,to the extent proximately <br /> caused or proximately arising out of negligent acts ar omissions ta act by Consulting Engineer in <br /> connection with its performance af this contract, including operations of its subcontractors and <br /> negiigent acts ar omissians af ennployees or agents af the Consulting Engineer or its subcantractars. <br /> Last Revised:08l22/2019 <br />