R2015-132 AUTHORIZING AN AGREEMENT Carl Walker, Inc.

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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 Consulting Engineer 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 Consulting Engineer 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 infarmation and materials as may have been accumulated by the Consulting Engineer in performing this Agreement, whether completed or in process. 4. Upon termination pursuant to this Agreement,the City's Representative may take over the wark and complete the same by agreement with another party ar otherwise. F. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS. The Consulting Engineer 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. G. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be construed to make the Consulting Engineer an employee or partner of the City. The Consulting Engineer shall at all times hereunder be construed to be an independent contractor. H. FEDERAL FLTNDING. If Federal Funds are utilized as a source of Project funding,the Consulting Engineer shall abide by the terms of all Federal requirements in the performance of duties hereunder. I. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in writing and executed by both parties hereto. J. HOLD HARMLESS. Consulting Engineer shall indemnify and save harmless the City, its officers and employees against claims for damages to property or injuries to ar 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 Consulting Engineer in connection with its performance of this contract, including operations of its subcontractors and negligent acts or omissions of employees or agents of the Consulting Engineer or its subcontractors. The City shall indemnify and save harmless the Consulting Engineer, its officers and employees against any and all claims for damages to property or injuries to or death of any person or persons, including property and employees or agents of the Consulting Engineer and including reasonable attorney's fees incurred by the Consulting Engineer or required in any way to be paid by the Consulting Engineer, in defense thereof,and shall indemnify and save harmless the Consulting Engineer from all claims, demands, suits, actions or proceedings including Worker's Compensation Last Revised:04/29/2015