R2024-363 Resolution Authorizing a Professional Engineering Services Agreement with Burns & McDonnell Engineering Company, Inc., to Provide Engineering Services for Asset Management System Selection Assistance, City Project 2024-32

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Docusign Envelope ID:1A1DFD23-B9AC-4FF4-8F3A-05E6D6672FB1 party is given not less than fifteen(15)calendar days prior written notice(delivered by certified mail,return receipt requested)of intent to terminate,and an opportunity for consultation with the terminating party and an opportunity to cure such breach prior to termination. 2. This Agreement may be terminated in whole or in part in writing by the City for its convenience; provided that the Consultant is given not less than fifteen(15) calendar days prior written notice delivered by certified mail,return receipt requested of intent to terminate,and an opportunity for consultation with the City prior to termination. 3. Upon receipt of a notice of intent to terminate from the City pursuant to this Agreement,the Consultant shall(1)promptly discontinue all services affected(unless the notice directs otherwise),and(2)make available to the City at any reasonable time at a location specified by the City all data, drawings, specifications,reports,estimates, summaries,and such other information and materials as may have been accumulated by the Consultant in performing this Agreement, whether completed or in process. 4. Upon termination pursuant to this Agreement,the City's Representative may take over the work and complete the same by agreement with another party or otherwise. E. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS. The Consultant agrees to abide by and comply with the City's"Equal Employment Opportunity Clause"(attached and marked hereto as Exhibit F and incorporated herein by reference)to the extent that the clause is applicable to this contract. F. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be construed to make the Consultant an employee or partner of the City. The Consultant shall at all times hereunder be construed to be an independent contractor. G. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the Consultant shall abide by the terms of all Federal requirements in the performance of duties hereunder. H. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in writing and executed by both parties hereto. 1. HOLD HARMLESS. Consultant shall indemnify and save harmless the City,its officers and employees against claims for damages to property or injuries to or death of any person or persons, including property and employees or agents of the City and including reasonable attorney's fees incurred by the City or required in any way to be paid by the City,in defense thereof,and shall indemnify and save harmless the City from all claims,demands,suits,actions or proceedings including Worker's Compensation claims,of or by anyone whomsoever,to the extent proximately caused or proximately arising out of negligent acts or omissions to act by Consultant in connection with its performance of this contract,including operations of its subcontractors and negligent acts or omissions of employees or agents of the Consultant or its subcontractors. Insurance coverage specified in this Agreement constitutes the minimum requirements and said requirements shall not lessen or limit the liability of the Consultant under the terms of the Agreement. The Consultant shall procure and maintain at his own cost and expense,any additional kinds and amounts of insurance that,in the Consultant's own judgment,may be necessary for the Consultant's proper protection in the prosecution of the work.Neither Party shall be liable to the other Party for incidental,indirect, special or consequential damages. J. COPYRIGHT ASSIGNMENT. The Consultant assigns to the City any and all of Consultant's rights under copyright laws for work prepared by the Consultant,its employees, subcontractors or 5 Last Revised:2/03/2022