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<br /> <br />EXHIBIT D <br />SPECIAL TERMS AND CONDITIONS <br />City of Redwood City <br />HSR16-87 <br />Page 1 of 3 <br /> <br />ATTY/AGR/2017.041/CA HIGH SPEED RAIL AUTHORITY – REIMBURSEMENT AGREEMENT <br />REV: 03-01-17 VR <br />1. EARLY TERMINATION <br />A. This Agreement may be terminated at any time by mutual agreement of the Parties in writing. <br />B. Termination for Convenience. Each Party reserves the right to terminate this Agreement upon <br />thirty (30) calendar days written notice to the Other Party if terminated for convenience. <br />C. Notice of Termination for Subcontractors, Suppliers, and Service Providers. The Contractor shall <br />notify any subcontractor and service or supply vendor providing services under this Agreement <br />of the early termination date of this Agreement. Failure to notify any subcontractor and service <br />or supply vendor shall result in the Contractor being liable for the termination costs incurred by <br />any subcontractor and service or supply vendor for work performed under this Agreement, <br />except those specifically agreed to by the Authority in writing. <br />D. Contractor Claims After Early Termination. The Contractor shall release the Authority from any <br />and all further claims for services performed arising out of this Agreement or its early <br />termination, upon acceptance by the Contractor of payment for costs actually incurred for work <br />performed prior to receipt of the notice of termination and actual costs incurred as a result of <br />termination. <br />2. PURCHASE OF EQUIPMENT <br />No equipment is approved for purchase. <br />3. SUBCONTRACTING <br />A. Upon prior approval of the Authority, Contractor may subcontract a portion of the Work. <br />Attachment 1 –Budget shall identify the rates for any approved subcontractor. Any substitution <br />of a subcontractor shall be approved in writing by the Authority’s Contract Manager prior to <br />such substituted subcontractor performing work. Unless specifically noted otherwise, any <br />subcontract in excess of $25,000 shall contain all the applicable provisions stipulated in this <br />Agreement. <br />B. This Agreement shall not create a contractual relationship between the Authority and any <br />approved subcontractor. A subcontract shall not relieve the Contractor of performance of its <br />duties hereunder. Contractor shall be responsible for the any and all acts and omissions of its <br />subcontractors and their employees. <br />C. Contractor’s obligation to pay its subcontractors is independent of the Authority’s obligation to <br />pay the Contractor. <br />4. OWNERSHIP OF DATA <br />A. Upon completion of all work under this Agreement, all intellectual property rights, ownership, <br />and title to all reports, documents, plans, specifications, electronic documents, and estimates <br />6.1.C. - Page 13