2010-05-26 CC Packet - Laserfiche WebLink

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reuse, revised, altered, or otherwise modified by anyone other than the Engineer, City agrees to defend and indemnify the Consultant from any claims, damages, costs or expenses (including reasonable attorney's fees) arising out of any defect or deficiency in Materials verified for reuse, in modified Materials, or in a Project constructed pursuant to them. 4.6 Electronic Data 4.6.1 If included in Basic Services or Supplemental Services, the Consultant will furnish the City with files in electronic media format of text, data, graphics, or other written documents ("Electronic Data ") provided in hard copy form. Electronic Data is furnished only for convenience, not reliance by the City. In the event of any conflict between a hard copy document and the Electronic Data, the hard copy document governs. The Electronic Data shall be prepared in the current software in use by the Consultant and is not warranted to be compatible with other systems or software. 4.6.2 Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the City agrees that it will perform acceptance tests or procedures within 60 days after receipt of Electronic Data from the Engineer. Any transmittal errors detected within the 60 -day acceptance period will be corrected by the Engineer. The Consultant makes no warranties, express or implied, regarding the fitness or suitability of the Electronic Data. The City understands that the Electronic Data is perishable and subject to undetectable alteration and the Consultant shall not be responsible for data that has been altered. 4.7 Termination. Suspension or Abandonment 4.7.1 The City or the Consultant may terminate or suspend this Agreement for substantial non- performance by the other party, including without limitation the failure to make payments in accordance with this Agreement. The party terminating or suspending this Agreement shall give seven days written notice to the other party. If a party seeks to terminate the Agreement for such non - performance, the other party shall have seven days to cure the non - performance before the termination becomes effective. 4.7.2 If the Project or the Engineer's services are suspended or abandoned for more than 90 days, the Consultant may terminate this Agreement upon seven days written notice to the City. The Consultant shall have no liability on account of a suspension or abandonment by the City. If a suspended or abandoned Project is reinstated, an equitable adjustment to the Engineer's compensation may be necessary. 4.7.3 The City may terminate this agreement for any reason by providing written notice of termination. 4.7.4 In the event of termination or suspension permitted by this Agreement or abandonment of the Project by the City, the City shall compensate the Consultant for services performed prior to notice of termination, suspension or abandonment and for services directly attributable to the termination, suspension or abandonment itself, together with Reimbursable Expenses. If the City properly terminates Consultant for cause, the City may withhold from Engineer's compensation those damages directly attributable to the cause of the termination. 4.8 DISDute Resolution 4.8.1 In an effort to resolve any conflicts that arise out of the services under this Agreement, all disputes between the City and the Consultant arising out of or relating to this Agreement shall be submitted to nonbinding mediation prior to commencing arbitration or litigation. The Mediator's fee shall be shared equally and mediation shall proceed only at a place where arbitration or litigation is proper. Mediation shall not be a condition precedent to arbitration or litigation if a party refuses to make reasonable arrangements for a mediation within 20 days of demand by the other party. If a dispute relates to or is the subject of a lien arising out of the Engineer's services, the Consultant may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or arbitration. This section survives termination of this Agreement, but no party may call for mediation after such time as the law would bar initiation of legal proceedings for a claim or dispute arising out of or relating to this Agreement. Centerville City Engineer Master Agreement 4 26