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be unreasonably withheld. The Engineer will be held solely responsible for the amount of <br /> such deductible and for any co-insurance. <br /> 8. Insurance Not A Limitation. The insurance coverage and requirements contained in this Section <br /> shall not be construed to be a limitation of liability for the Consulting Engineer. <br /> E. TERMINATION <br /> 1. This Agreement may be terminated in whole or in part in writing by either party in the event of <br /> substantial failure by the other party to fulfill its obligations under this Agreement through no <br /> fault of the terminating party; provided that no such termination may be affected unless the other <br /> party is given not less than fifteen(15)calendar days prior written notice(delivered by certified <br /> mail, return receipt requested)of intent to terminate, and an opportunity for consultation with the <br /> terminating party prior to termination. <br /> 2. This Agreement may be terminated in whole or in part in writing by the City for its convenience; <br /> provided that the Consulting Engineer is given not less than fifteen(15)calendar days prior <br /> written notice delivered by certified mail, return receipt requested of intent to terminate, and an <br /> opportunity for consultation with the City prior to termination. <br /> 3. Upon receipt of a notice of intent to terminate from the City pursuant to this Agreement, the <br /> Consulting Engineer shall(1)promptly discontinue all services affected(unless the notice directs <br /> otherwise), and(2)make available to the City at any reasonable time at a location specified by the <br /> City all data, drawings, specifications, reports, estimates, summaries, and such other information <br /> and materials as may have been accumulated by the Consulting Engineer in performing this <br /> Agreement, whether completed or in process. <br /> 4. Upon termination pursuant to this Agreement, the City's Representative may take over the work <br /> and complete the same by agreement with another party or otherwise. <br /> F. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS. The Consulting Engineer <br /> agrees to abide by and comply with the City's "Equal Employment Opportunity Clause"(attached and <br /> marked hereto as Exhibit F and incorporated herein by reference)to the extent that the clause is <br /> applicable to this contract. <br /> G. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be <br /> construed to make the Consulting Engineer an employee or partner of the City. The Consulting <br /> Engineer shall at all times 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 /> Consulting Engineer shall abide by the terms of all Federal requirements in the performance of duties <br /> hereunder. <br /> 1. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in <br /> writing and executed by both parties hereto. <br /> J. HOLD HARMLESS. Consulting Engineer shall indemnify and save harmless the City, its officers <br /> and employees against any and all claims for damages to property or injuries to or death of any <br /> person or persons, including property and employees or agents of the City and including reasonable <br /> attorney's fees incurred by the City or required in any way to be paid by the City, in defense thereof, <br /> and shall indemnify and save harmless the City from all claims, demands, suits, actions or <br /> proceedings including Worker's Compensation claims, of or by anyone whomsoever, proximately <br /> caused or proximately arising out of negligent acts or omissions to act by Consulting Engineer in <br /> Last Revised: 10/17/2012 <br />