R2026-192 Resolution Authorizing the City of Decatur to Engage Deutsche Bahn Engineering, Consulting, and Operations North America, Inc. (DB E.C.O. North America, Inc.) For Technical Services for Environmental Analysis and Mitigation Related to the

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SECTION II. GENERAL CONSIDERATIONS A. SUCCESSORS AND ASSIGNS. The City and the Consultant each binds their respective partners, successors,executors,administrators and assigns to the other party of this Agreement and to the partners, successors,executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement; except as below, neither the City nor the Consultant shall assign, sublet, or transfer their respective interests in this Agreements without the written consent of the other. Nothing herein shall be construed as created any personal liability on the part of any officer or agent of any public body which may be a party hereto,nor shall it be construed as giving any rights or benefits hereunder to anyone other than the City and the Consultant. B. OWNERSHIP OF DOCUMENTS. All drawings, specifications, reports,records, and other work product developed by the Consultant in connection with this Project are public documents and, upon payment to the Consultant, shall remain the property of the City whether the Project is completed or not. 1. Time of Submission; Certificate of Insurance. At or before the time of execution of this agreement and prior to commencing any work activity on the project,the Consultant shall provide the City with certificates of insurance showing evidence the insurance policies noted below are in full force and effect. Consultant shall give the City at least 10 days written notice prior to any material change, cancellation, or non-renewal except in the case of cancellation for non-payment of premium, in which case notice shall be 10 days. The certificates shall be attached hereto as Exhibit C. The Consultant shall provide any renewal certificates of insurance automatically to the City at least 30 days prior to policy expiration. The certificate must certify the following: a. Name and address of party insured. b. Name(s)of insurance company or companies. c. Name and address of authorized agent executing such certificate. d. Description of type of insurance and coverage afforded thereunder. e. Insurance policy numbers. f. Limits of liability of such policies and date of expiration of policies. g. To the extent the same is available, insurance company or companies shall further certify that said policies shall not be modified, cancelled or terminated until after written notice to the City's Representative per standard ISO accord form wording and the policy provisions. C. TERMINATION 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, and return receipt requested of intent to terminate. 2