R2026-123 Resolution Authorizing the City of Decatur to Enter into an Agreement with McKenna Associates, Inc. for the Preparation of a Unified Development Ordinance

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1. This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party;provided that no such termination may be affected unless the other 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 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.Any modification of this Agreement or additional obligations assumed by either party in connection with this Agreement will be binding only if evidenced in writing and signed by each party. I. HOLD HARMLESS. Consultant agrees to the fullest extent permitted by law to indemnify and hold harmless City and its officers,officials,employees,from and against all damages and liabilities, including bodily injury or death,and including reasonable expenses and attorney fees to the extent caused by the Consultant's negligent acts,errors,or omissions in the performance of the Consultant's services under this agreement. 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. 5 Last Revised:2/03/2022