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ATTY/AGR/2016.250/RELOCATION ASSISTANCE CONSULTANT AGREEMENT <br />REV: 09-07-16 VR <br />Page 7 of 18 <br />option, shall immediately cause this Agreement to terminate. <br />B. Subcontractors; Employees. Consultant shall be responsible for employing <br />or engaging all persons necessary to perform the services of Consultant hereunder. No <br />subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors are <br />deemed to be employees of the Consultant, and Consultant agrees to be responsible for their <br />performance. Consultant shall give its personal attention to the fulfillment of the provisions of this <br />Agreement by all of its employees and subcontractors, if any, and shall keep the work under its <br />control. If any employee or subcontractor of Consultant fails or refuses to carry out the provisions <br />of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, it <br />shall be discharged immediately from the work under this Agreement on demand of the Project <br />Manager. <br />16. Insurance. Without limiting Consultant’s indemnification provided herein, <br />Consultant shall, at its own expense, procure and maintain insurance that complies with the <br />requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated <br />by reference. Consultant shall upon thirty (30) days’ notice comply with any changes in the <br />amounts and terms of insurance as may be required from time-to-time by City’s risk manager. <br />17. Termination of Agreement; Default. <br />A. This Agreement and all obligations hereunder may be terminated at any <br />time, with or without cause, by the City upon written notice to Consultant. <br />B. If Consultant fails to perform any of its obligations under this Agreement <br />within the time and in the manner herein provided or otherwise violates any of the terms of this <br />Agreement, in addition to all other remedies provided by law, City may terminate this Agreement <br />immediately upon written notice. In such event, Consultant shall be entitled to receive as full <br />payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which <br />bears the same ratio to the total fees specified in the Agreement as the services satisfactorily <br />rendered hereunder by Consultant bear to the total services otherwise required to be performed for <br />such total fee; provided, however, that the City shall deduct from such amount the amount of <br />damages, if any, sustained by City by virtue of the breach of the Agreement by consultant. <br />C. In the event this Agreement is terminated by City without cause, Consultant <br />shall be entitled to any compensation owing to it hereunder up to the time of such termination, it <br />being understood that any payments are full compensation for services rendered prior to the time <br />of payment. <br />D. Upon termination of this Agreement with or without cause, Consultant shall <br />turn over to the City Manager immediately any and all copies of studies, sketches, drawings, <br />computations, and other data, whether or not completed, prepared by Consultant or its <br />subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this <br />Agreement. Such materials shall become the permanent property of the City. Consultant, however, <br />shall not be liable for the City’s use of incomplete materials nor for the City’s use of complete <br />documents if used for other than the project contemplated by this Agreement. <br />18. Suspension. The City shall have the authority to suspend this Agreement and the <br />6.1.C. - Page 11