R2015-142 AUTHORIZING AN AGREEMENT Telescan Inc.

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d. Self-insured: If a self-insured retention or deductible is maintained on any of the policies,the Professional Service Provider shall provide the amount of the self-insured retention or deductible to the City. Such deductibles shall be subject to approval by the City. Such approval shall not be unreasonably withheld. The Engineer will be held solely responsible for the amount of such deductible and for any co-insurance. 8. Insurance Not A Limitation. The insurance coverage and requirements contained in this Section shall not be construed to be a limitation of liability for the Professional Service Provider. E. 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 Professional Service Provider 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 Professional Service Provider 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 Professional Service Provider 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. F. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS. The Professional Service Provider 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. 1NDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be construed to make the Professional Service Provider an employee or partner of the City. The Professional Service Provider shall at all times hereunder be construed to be an independent contractor. H. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the Professional Service Provider 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. Last Revised: 12/11/2015