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GENERAL CONSIDERATIONS <br />A. Termination: This Agreement may be terminated by either party by giving ten (10) days written <br />notice in the event of substantial failure to perform in accordance of the terms hereof by one party <br />through no fault of the other party. If this Agreement is so terminated the Consultant shall be paid <br />for work completed plus reimbursable expenses. Reimbursable expenses include actual expense <br />far subcontracted services, transportation, and subsistence of personnel when traveling in <br />connection with the Project; reproduction of reports, drawings, specifications, and similar Project <br />related items. <br />B. Project Documents: Upon completion of the study, the plan and written report will become the <br />property of the owner. <br />C. Estimates: Since the Consultant has no control over the cost of labor and materials, or other <br />competitive bidding and market conditions, the estimates of construction are to be made on the <br />basis of his experience and qualifications but the Consultant does not guarantee the accuracy of <br />such estimates as compared to the final contract cost. <br />D. Indemnification: Consultant shall release, indemnify and hold CITY and its officers, <br />agents and employees harmless from and against all damages, injuries (including <br />death), claims, property damages (including loss of use), losses, demands, suits, <br />judgments and costs, including reasonable attorney's fees and expenses, in any way <br />arising out of, related to, or resulting from the services provided by Consultant but only <br />to the extent caused by the negligent act or omission or intentional wrongful act or <br />omission of Consultant, its officers, agents, employees, subcontractors, licensees, <br />invitees or any other third parties for whom Engineer is legally responsible (hereinafter <br />"Claims"). Consultant is expressly required to defend CITY against all such Claims. <br />E. LIMITED LIABILITY: THE LIMIT OF LIABILITY OF THE CONSULTANT FOR <br />THIS PROJECT SHALL NOT EXCEED THE TOTAL COMPENSATION OUTLINED <br />IN SECTION 5A(1) OF THIS CONTRACT. <br />F. Successors and Assigns: The Owner and the Consultant each binds himself and his officers, <br />successors, executors, administrators and assigns to the other party of this Agreement in respect <br />to all covenants of this Agreement; except as above, neither the Owner nor the Consultant shall <br />assign, ar transfer his interest in this Agreement without the written consent of the other. Nothing <br />herein shall be construed as creating any personal liability on the part of any office or agent of <br />any public body which may be a part hereto. <br />G. Records and Audits: The Consultant shall maintain accounts and records, including personnel, <br />property and financial records, adequate to identify and account for all costs pertaining to the <br />contract such other records as may be deemed necessary by the City to assure proper accounting <br />for all project funds. <br />H. Findings Confidential: All reports, information, and data prepared or assembled by the <br />Consultant under this contract are confidential and the Consultant agrees that they shall not be <br />made available to any individual or arganization without the prior written approval of the Owner. <br />1. Interest of Members of City: No member of the governing body of the City, and no officer, <br />employee, or agent of the City who exercises any functions or responsibilities in connection with <br />4 <br />- 1 97 <br />