Agmt17 CA High Speed Rail Authority Reimbursement Agreement

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