R2022-200 Resolution Accepting the Proposal and Authorizing the Execution of an Agreement for Professional Services for the Transit Campus Master Plan with Richard L. Bowen & Associates, Inc.

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Termination. (1) Termination for Convenience the City of Decatur may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the City of Decatur's best interest The Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City of Decatur to be paid the Contractor. If the Contractor has any property in its possession belonging to the City of Decatur,the Contractor will account for the same,and dispose of it in the manner the City of Decatur directs. (2) Termination for Default, Breach or Cause If the Contractor fails to perform in the manner called for in the contract,or if the Contractor fails to comply with any other provisions of the contract,the City of Decatur may terminate this contract for default.-Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City of Decatur that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor,the City of Decatur,after setting up a new performance schedule,may allow the Contractor to continue work,or treat the termination as a termination for convenience. (3) Opportunity to Cure the City of Decatur in its sole discretion may, in the case of a termination for breach or default, allow the Contractor an appropriately short period in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If Contractor fails to remedy to City of Decatur's satisfaction the breach or default of any of the terms,covenants,or conditions of this Contract within ten(10)days after receipt by Contractor of written notice from City of Decatur setting forth the nature of said breach or default, City of Decatur shall have the right to terminate the Contract without any further obligation to Contractor.Any such termination for default shall not in any way operate to preclude City of Decatur from also pursuing all available remedies against Contractor and its sureties for said breach or default. (4) Waiver of Remedies for any Breach In the event that City of Decatur elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract,such waiver by City of Decatur shall not limit City of Decatur's remedies for any succeeding breach of that or of any other term,covenant,or condition of this Contract. Ownership of Records and Documents/Confidential Information. Contractor agrees to keep and maintain all books and records and other recorded information required to comply with any applicable laws, including but not limited to the Prevailing Wage Act. Contractor agrees to keep such information confidential and not to disclose or disseminate the information to third parties without the consent of the city. Contractor further agrees to keep as confidential any information belonging or relating to the city which is of a confidential nature,including without limitation information which is proprietary, personal, required by law to be confidential, or 11