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E. TERMINATION <br /> l. This Agreement ma� be terminated in whole ot•in part in writin� by either part�� in the event of <br /> substantial failure b� the other part� to fulfill its obli�ations under this Agreement throu�h no <br /> fault of the terminatin��pam•: provided that no such termination ma}•be affected unless the other <br /> pam� is given not less than fifteen (l�)calendai-days pi-ior written notice (delivered b� certified <br /> mail,return receipt requested) of intent to terminate, and an opportunit� for consultation with the <br /> terminating pam�prior to ternlination. <br /> �. This Agreement ma}'be tenninated in whole or in part in writing b��the Cit�� for its convenience; <br /> provided that the Consulting En�ineer is given not less than fifteen (15) calendar days prioi� <br /> written notice delivered by certified mail,return receipt requested of intent to terminate, and an <br /> opportunit�� for consultation with the City prior to termination. <br /> 3. Upon receipt of a notice of intent to terminate fi•om the Cit}�pursuant to this A�m,•eement,the <br /> Consulting Engineer shall (1)promptl}�discontinue all services affected (unless the notice directs <br /> otherwise), and (2)make available to the City at am�reasonable time at a location specified by the <br /> Cin�all data, drawings, specifications,reports, estimates. summaries, and such other- information <br /> and materials as may have been accumulated by the Consulting Engineet-in performing this <br /> A�reement, 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 a�reement with anothei-party oi-otherwise. <br /> F. EQUAL EMPLOYMENT OPPORTLJNITY REQUIREMENTS. The Consulting Engineer- <br /> agrees to abide by and compl��with the Cit}�'s "Equal Employment Opportunit}� 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 heremlder be construed to be an independent contractor. <br /> H. FEDERAL FIJNDING. If Federal Funds are utilized as a source of Project funding,the <br /> Consultin�Engineet-shall abide by the terms of all Federal requirements in the performance of duties <br /> hereunder. <br /> L 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 Cit��, 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 /> attorne}�'s fees incurred b}�the Cit}� or required in an}�way to be paid by the City, in defense thereof, <br /> and shall indemnif}� and save harmless the Cit}�from all claims, demands_ suits, actions or <br /> proceedin�s including Worlcer's Compensation claiins. of or b}�anyone whomsoever, proximately <br /> caused or proximatel}�arising out of ne�li�ent acts or omissions to act by Consulting Engineer in <br /> connection with its performance of this contract, including operations of its subcontractors and <br /> negli�ent acts oi-omissions of employees oi•agents of the ConsultinR En�ineet�or its subcontractors. <br /> Insurance coveraQe specified in this Agreement constitutes the minimum requirements and said <br /> requirements sllall not lessen or limit the liabilit��of the Consultin��Engineer undei-the terms of the <br /> Agreement. The Consulting Engineer shall procure and maintain at his own cost and eapense, any <br />