Common use of THE PARTIES HERETO MUTUALLY AGREE Clause in Contracts

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementcontract, that it is not intended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection con- nection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementcontract, that it is not intended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY City and the ENGINEEREngineer. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY City or both incurred or will incur because the ENGINEER Engineer failed to comply with its contractual obligations under this Agreement or because of the ENGINEEREngineer's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY City from seeking recovery or settling any dispute with the ENGINEER Engineer as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursementreimburse- ment.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection con- nection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementcontract, that it is not intended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary(Secre- tary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY City and the ENGINEEREngineer. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY City or both incurred or will incur because the ENGINEER Engineer failed to comply with its contractual obligations under this Agreement or because of the ENGINEEREngineer's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY City from seeking recovery or settling any dispute with the ENGINEER Engineer as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursementreimburse- ment.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection con- nection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part . EXHIBIT “A”‌ Upon award of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because will contact utility companies directly and determine from the existing records the location of the ENGINEER's negligent acts, errors, or omissionsall utilities. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute Coordination with the ENGINEER as long as such settlement does not restrict utility companies involved will include a conceptual plan jointly developed with the Secretary's right utility company indicating the methods employed to pay- ment or reimbursementresolve utility conflicts. The con- ceptual plan should include elements of designing around the utility, analysis of construction expense vs. design expense, and utility company expenses to resolve conflicts.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able attributable to terminationter- mination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- non-exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reason- able extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree- ment shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam- ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision pro- vision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary(Secretary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may That the right is reserved to the OWNER to terminate this Agreement at any timeAgreement, upon fourteen days prior written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S CONSULTANT'S inability to proceed with the work. 1. Notwithstanding , or because the foregoing, this Agreement will not terminate under paragraph V. if services of the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereofCONSULTANT are unsatisfactory; providedPROVIDED, however, that if and in any case the CONSULTANT shall be paid the reasonable value of the services rendered up to the extent such substantial failure cannot be reasonably cured within such 30 day periodtime of termination on the basis of the provisions of this Agreement, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case shall payment be more than, 60 days after than the date of receipt CONSULTANT'S actual costs plus a fee for profit based upon a fixed percentage of the notice. 2CONSULTANT'S actual costs. In The CONSULTANT may terminate this Agreement upon giving the event OWNER 30 days prior written notice for breach by the OWNER of termination by CITY for convenience or by ENGINEER for causeany material term, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and including but not limited to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out coststerms. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY OWNER upon completion or termination of the ENGINEER’S CONSULTANT'S services and payment in full of monies due the CONSULTANT, in accordance with this Agreement; . The OWNER shall not re-use or make any modification of the plans and there shall be no restriction or limitation on their further use by specifications without the CITYprior written authorization of the CONSULTANT. Provided, however, that The OWNER agrees to hold the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER CONSULTANT harmless from any and all claims, damages liability or causes of action cost, including reasonable attorney fees and defense costs, which arise out of such further use when such further use is not in connection with without the project. Notwithstanding anything to participation of the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementCONSULTANT. C. That the services to be performed by the ENGINEER CONSULTANT under the terms of this Agreement are personal and cannot be assigned, assigned sublet or transferred without specific consent of the CITYOWNER. The OWNER shall not assign or transfer rights or interest in this Agreement without specific consent of the CONSULTANT. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITYOWNER, provided, however, that the ENGINEER CONSULTANT shall request extensions, in writing, giving the reasons therefortherefore. E. It is further agreed that this Agreement and all contracts Contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither ▇. ▇▇▇▇▇▇▇ the CITY’S OWNER'S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER CONSULTANT under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY OWNER and the CONSULTANT provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this AgreementContract, that it is not intended by any of the provisions of any part of this Agreement Contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement Contract to maintain a suit for damages pursuant to the terms or provisions of this AgreementContract. I. Unless otherwise stipulated in this Agreement, all subcontractors retained to assist ▇. The CONSULTANT agrees to employ required engineers, as determined by the CONSULTANT and OWNER jointly, for design and analysis and to pay the fees as contracted for with the individual engineers for such services. These fees are not reimbursable expenses. K. Special Consultants or Subcontractors are those who provide services other than those provided by the CONSULTANT. If it is requested that any Special Consultants or Subcontractors be retained on the design OWNER’S behalf, their charges will be paid separately and directly by the OWNER. Invoicing and payment shall be arranged separately between the OWNER and the Special Consultants or construction Subcontractors. L. If a firm or firms are separately engaged by the OWNER to work under the general direction of the project has Federal CONSULTANT, the CONSULTANT shall have no responsibility or State money involved then technical sufficiency of the following provision services of such separately engaged firms. M. It is further agreed that this Agreement and all Contracts entered into under the provisions of this Agreement shall be applied: Because of governed by the Secretary of Transportation laws of the State of Kansas' ( Sec- retary's) obligation to administer state funds. N. Unless otherwise provided in this Agreement, federal fundsthe CONSULTANT and employees, or bothsubcontractors shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances IN TESTIMONY WHEREOF, the Secretary parties hereto have executed this Agreement the day and year first above written. CITY OF WICHITA, KANSAS ▇▇▇▇ ▇▇▇▇▇▇, Mayor ATTEST: LAWKINGDON CONSULTANTURE by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, AIA City Clerk President APPROVED AS TO FORM: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director of Law Scope of Architectural/Engineering Design Services The consultant shall develop a design, construction budget and bid documents as follows: • Design will be coordinated with the local Design Council for approval. • Design will meet or exceed all current applicable code requirements of governing agencies, and will be in compliance with requirements of the Americans with Disabilities Act (ADA). • Design will include Public Art. • Designs shall be a third party beneficiary done to this agreement between maintain the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because integrity of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursementbuilding for future generations of visitors while meeting today’s requirements.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S ENGI- ▇▇▇▇’▇ inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become be- come the property of the CITY upon completion or termination of the ENGINEER’S services in accordance ac- cordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection con- nection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, howeverhowev- er, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementagreement, that it is not intended by any of the provisions of any part of this Agreement agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreementagreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEERCONSULTANT’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER CONSULTANT for cause, ENGINEERCON- SULTANT, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able di- rectly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER CONSULTANT subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEERCONSULTANT’S services in accordance ac- cordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER CONSULTANT harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER CONSULTANT such that ENGINEER CONSULTANT may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER CONSULTANT shall grant CITY an irrevocable, non- non-exclusive, royalty-free license to use the same for the purposes contemplated under un- der this Agreement. C. That the services to be performed by the ENGINEER CONSULTANT under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER CONSULTANT shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER CONSULTANT under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEERCONSULTANT. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER CONSULTANT failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's CONSULTANT’S negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER CONSULTANT as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reason- able extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree- ment shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam- ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponedpost- poned, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoingB. The Study Report, model(s), presentation materials, and any other work produced un- der this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot which may be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project copyrighted shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; completion, and there shall be no restriction or limitation on their the further use of said works by the CITYCity. The parties hereto intend the CITY to have copyright owner- ship in the works produced hereunder, as “works made for hire” under the provisions of United States copyright laws. In the event any of the works is ever determined not to constitute or qualify as a “work made for hire,” ENGINEER agrees to grant the CITY a perpetual, royalty-free and irrevocable license to reproduce, publish and/or otherwise use and authorize others to use such works. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agree- ment are personal and cannot be assigned, sublet or transferred without specific consent con- sent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writingwrit- ing, giving the reasons therefortherefore. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions provi- sions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval approval, or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition addi- tion to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementcontract, that it is not intended in- tended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. Either party may terminate this Agreement for cause upon at least thirty (30) business days’ written notice and a reasonable opportunity to cure afforded to the other party. In all events of termination for cause due to an event of default by the CITY, CITY shall pay ENGINEER for all work within the SCOPE OF SERVICES properly performed prior to such termination, and ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. The City shall compensate ENGINEER in accordance with the terms and conditions set forth in this Agreement, and according to the rates calculated from the ▇▇▇▇▇▇▇▇ previously submitted on the project. C. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. D. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. E. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. F. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. G. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. ▇. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. I. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. J. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY City and the ENGINEEREngineer. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY City or both incurred or will incur because the ENGINEER Engineer failed to comply with its contractual obligations under this Agreement or because of the ENGINEEREngineer's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY City from seeking recovery or settling any dispute with the ENGINEER Engineer as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursementreimburse- ment.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding CITY shall have the foregoing, right to terminate this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty for convenience at any time upon ten (3010) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the written notice. 2. In the event of a termination by for convenience, ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. CITY shall compensate ENGINEER for convenience or all work within the SCOPE OF SERVICES properly performed at the reasonable cost incurred by ENGINEER for causeon or before ENGINEER’S receipt of the termination notice, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY including all outstanding and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costsunpaid invoices. B. Either party may terminate this Agreement for cause upon at least thirty (30) business days’ written notice and a reasonable opportunity to cure afforded to the other party. In all events of termination for cause due to an event of default by the CITY, CITY shall pay ENGINEER for all work within the SCOPE OF SERVICES properly performed prior to such termination, and ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. The City shall compensate ENGINEER in accordance with the terms and conditions set forth in this Agreement, and according to the rates calculated from the ▇▇▇▇▇▇▇▇ previously submitted on the project. C. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- non-exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. D. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. E. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reason- able extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. F. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree- ment shall be binding upon the parties hereto and their successors and assigns. F. G. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. H. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. I. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam- ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding CITY shall have the foregoing, right to terminate this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty for convenience at any time upon ten (3010) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the written notice. 2. In the event of a termination by for convenience, ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. CITY shall compensate ENGINEER for convenience or all work within the SCOPE OF SERVICES properly performed at the reasonable cost incurred by ENGINEER for causeon or before ENGINEER’S receipt of the termination notice, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY including all outstanding and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costsunpaid in- voices. B. Either party may terminate this Agreement for cause upon at least thirty (30) business days’ written notice and a reasonable opportunity to cure afforded to the other party. In all events of termination for cause due to an event of default by the CITY, CITY shall pay ENGINEER for all work within the SCOPE OF SERVICES properly performed prior to such termination, and ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. The City shall compensate ENGINEER in accordance with the terms and conditions set forth in this Agreement, and according to the rates calcu- lated from the ▇▇▇▇▇▇▇▇ previously submitted on the project. C. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- non-exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. D. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. E. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. F. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree- ment shall be binding upon the parties hereto and their successors and assigns. F. G. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. ▇. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. I. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam- ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. Either party may terminate this Agreement for cause upon at least thirty (30) business days’ written notice and a reasonable opportunity to cure afforded to the other party. In all events of termination for cause due to an event of default by the CITY, CITY shall pay ENGINEER for all work within the SCOPE OF SERVICES properly performed prior to such termination, and ENGINEER shall bring any ongoing SCOPE OF SERVICES to an orderly cessation. The City shall compensate ENGINEER in accordance with the terms and conditions set forth in this Agreement, and according to the rates calculated from the ▇▇▇▇▇▇▇▇ previously submitted on the project. C. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. D. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. E. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. F. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. G. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. H. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. I. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. J. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursementreimburse- ment.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreementagreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval approval, or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. . It is specifically agreed between the parties executing this Agreementcontract, that it is not intended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design or construction of the project has Federal or State money involved then the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEERCONSULTANT’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER CONSULTANT for cause, ENGINEERCONSULT- ANT, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able attributable to termination, both before and after the effective date of termination, such as reassignment of personnelper- sonnel, costs of terminating contracts with ENGINEER CONSULTANT subcontractors, and other related close-close- out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEERCONSULTANT’S services in accordance accord- ance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER CONSULTANT harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER CONSULTANT such that ENGINEER CONSULTANT may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER CONSULTANT shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER CONSULTANT under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reason- able extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER CONSULTANT shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree- ment shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER CONSULTANT under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam- ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision pro- vision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary(Secretary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEERCONSULTANT. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY or both incurred or will incur because the ENGINEER CONSULTANT failed to comply with its contractual obligations obliga- tions under this Agreement or because of the ENGINEER's CONSULTANT’S negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER CONSULTANT as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursement▇▇▇▇- bursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may That the right is reserved to the OWNER to terminate this Agreement at any timeAgreement, upon fourteen days prior written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S ARCHITECT'S inability to proceed with the work. 1. Notwithstanding , or because the foregoing, this Agreement will not terminate under paragraph V. if services of the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereofARCHITECT are unsatisfactory; providedPROVIDED, however, that if and in any case the ARCHITECT shall be paid the reasonable value of the services rendered up to the extent such substantial failure cannot be reasonably cured within such 30 day periodtime of termination on the basis of the provisions of this Agreement, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case shall payment be more than, 60 days after than the date of receipt ARCHITECT'S actual costs plus a fee for profit based upon a fixed percentage of the notice. 2ARCHITECT'S actual costs. In The ARCHITECT may terminate this Agreement upon giving the event OWNER 30 days prior written notice for breach by the OWNER of termination by CITY for convenience or by ENGINEER for causeany material term, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and including but not limited to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out coststerms. B. That the field notes and other pertinent drawings and documents pertaining to the project PROJECT shall become the property of the CITY OWNER upon completion or termination of the ENGINEER’S ARCHITECT'S services and payment in full of monies due the ARCHITECT, in accordance with this Agreement; . The OWNER shall not re-use or make any modification of the plans and there shall be no restriction or limitation on their further use by specifications without the CITYprior written authorization of the ARCHITECT. Provided, however, that The OWNER agrees to hold the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER ARCHITECT harmless from any and all claims, damages liability or causes of action cost, including reasonable attorney fees and defense costs, which arise out of such further use when such further use is not in connection with without the project. Notwithstanding anything to participation of the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementARCHITECT. C. That the services to be performed by the ENGINEER ARCHITECT under the terms of this Agreement are personal and cannot be assigned, assigned sublet or transferred without specific consent of the CITYOWNER. The OWNER shall not assign or transfer rights or interest in this Agreement without specific consent of the ARCHITECT. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITYOWNER, provided, however, that the ENGINEER ARCHITECT shall request extensions, in writing, giving the reasons therefortherefore. E. It is further agreed that this Agreement and all contracts Contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S OWNER'S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER ARCHITECT under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY OWNER and the ARCHITECT provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this AgreementContract, that it is not intended by any of the provisions of any part of this Agreement Contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement Contract to maintain a suit for damages pursuant to the terms or provisions of this AgreementContract. I. Unless otherwise stipulated in this Agreement, all subcontractors retained to assist ARCHITECT in performing his duties will be paid by the ARCHITECT. J. The ARCHITECT agrees to employ mechanical and electrical engineers, if necessary, as determined by the ARCHITECT and OWNER jointly, for design and analysis and to pay the fees as contracted for with the individual engineers for such services. These fees are not reimbursable expenses. K. Special Consultants or Subcontractors are those who provide services other than those provided by the ARCHITECT. If it is requested that any Special Consultants or Subcontractors be retained on the design OWNER’S behalf, their charges will be paid separately and directly by the OWNER. Invoicing and payment shall be arranged separately between the OWNER and the Special Consultants or construction Subcontractors. L. If a firm or firms are separately engaged by the OWNER to work under the general direction of the project has Federal ARCHITECT, the ARCHITECT shall have no responsibility or State money involved then technical sufficiency of the following provision services of such separately engaged firms. M. It is further agreed that this Agreement and all Contracts entered into under the provisions of this Agreement shall be applied: Because of governed by the Secretary of Transportation laws of the State of Kansas' ( Sec- retary's) obligation to administer state funds. N. Unless otherwise provided in this Agreement, federal fundsthe ARCHITECT and employees, or bothsubcontractors shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. IN TESTIMONY WHEREOF, the Secretary parties hereto have executed this Agreement the day and year first above written. ATTEST: CITY OF WICHITA, KANSAS ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Mayor City Clerk APPROVED AS TO FORM: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC dba ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ARCHITECTURE ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director of Law by Planning and design of all work as outlined in the scope of services, including compliance with the City Design Council; Schematic documents; Structural drawings, including Energy Star rated glass; Mechanical drawings; Electrical drawings including Energy Star rated fixtures; Office HVAC reconfiguration, including Energy Star rated equipment, if replacement needed; Painting, caulking, sealing and weather proofing; Site improvement, if needed; ADA drawings of office area restrooms, detailing all fixtures and doors; and Project cost estimating. Construction documents and specifications that include ▇▇▇▇▇ ▇▇▇▇▇ wage rates and applicable documentation required by the U. S. Department of Housing and Urban Development; Pre-bid conference; Pre-construction conference; Conferences related to design and construction; Weekly site visits to monitor progress, quality and job safety; Review all requests for payments; Timely decisions concerning construction documents and specifications; Provide “as built” and “shop” drawings as necessary with seal; Approve any change orders to specified work and request for cost increases; Provide construction “time line” to contractor and owner; Provide contractor and owner with “punch lists” of deficient and unacceptable work; and Accompany City representatives for final inspection of project and worksite. During the term of this contract, the contractor or subcontractor, vendor or supplier of the City, by whatever term identified herein, shall be a third party beneficiary to this agreement between the CITY and the ENGINEER. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under the following Non-Discrimination--Equal Employment Opportunity/Affirmative Action Program Requirements: A. During the performance of this Agreement contract, the contractor, subcontractor, vendor or because supplier of the ENGINEER's negligent acts, errorsCity, or omissions. Nothing any of its agencies, shall comply with all the provisions of the Civil Rights Act of 1964, as amended: The Equal Employment Opportunity Act of 1972; Presidential Executive Orders 11246, 11375, 11141; Part 60 of Title 41 of the Code of Federal Regulations; the Age Discrimination in this provision precludes Employment Act of 1967; the CITY from seeking recovery Americans with Disabilities Act of 1990 and laws, regulations or settling any dispute with the ENGINEER amendments as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursementmay be promulgated thereunder.

THE PARTIES HERETO MUTUALLY AGREE. A. The CITY may terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S CONSULTANT'S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER CONSULTANT for cause, ENGINEERCONSULT­ ANT, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able attributable to termination, both before and after the effective date of termination, such as reassignment of personnelper­ sonnel, costs of terminating contracts with ENGINEER CONSULTANT subcontractors, and other related close-close­ out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S CONSULTANT'S services in accordance accord­ ance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER CONSULTANT harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER CONSULTANT such that ENGINEER CONSULTANT may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER CONSULTANT shall grant CITY an irrevocable, non- non­ exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER CONSULTANT under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreement, rea- sonable reason­ able extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER CONSULTANT shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement Agree­ ment shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S 'S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER CONSULTANT under this Agreement shall be construed to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for damages dam­ ages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then the following provision pro­ vision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary(Secretary's) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY and the ENGINEERCONSULTANT. This third party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY or both incurred or will incur because the ENGINEER CONSULTANT failed to comply with its contractual obligations obliga­ tions under this Agreement or because of the ENGINEER's CONSULTANT'S negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any dispute with the ENGINEER CONSULTANT as long as such settlement does not restrict the Secretary's right to pay- ment payment or reimbursement▇▇▇▇­ bursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement at any time, upon written notice, in the event the project is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoing, this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 than,60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs., using methods and rates for additional services as set forth in Exhibit A. B. That the field notes and other pertinent drawings and documents pertaining to the project shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; and there shall be no restriction or limitation on their further use by the CITY. Provided, however, that to the extent permitted under applicable law, law CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- non-exclusive, royalty-free license to use the same for the purposes contemplated under this Agreement. C. That the services to be performed by the ENGINEER under the terms of this Agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this AgreementAgree- ment, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons rea- sons therefor. E. It is further agreed that this Agreement and all contracts entered into under the provisions of this Agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement shall be construed con- strued to operate as a waiver of any right under this Agreement or any cause of action arising out of the performance of this Agreement. G. The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreement, that it is not intended by any of the provisions of any part of this Agreement to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement Agree- ment to maintain a suit for damages pursuant to the terms or provisions of this Agreement. I. If the design or construction of the project has Federal or State money involved then than the following provision shall be applied: Because of the Secretary of Transportation of the State of Kansas' ( Sec- retary's’ (Secretary’s) obligation to administer state funds, federal funds, or both, the Secretary shall be a third party beneficiary to this agreement between the CITY City and the ENGINEEREngineer. This third third-party beneficiary status is for the limited purpose of seeking payment or imbursement for damages and cost the Secre- tary Secretary or the CITY City or both incurred or will incur because the ENGINEER Engineer failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's Engineer’s negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from City of seeking recovery or settling any dispute with the ENGINEER Engineer as long as such settlement does not restrict the Secretary's ’s right to pay- ment payment or reimbursement.

THE PARTIES HERETO MUTUALLY AGREE. A. The That the right is reserved to the CITY may to terminate this Agreement agreement at any time, upon written notice, in the event the project PROJECT is to be abandoned or indefinitely postponed, or because of the ENGINEER’S inability to proceed with the work. 1. Notwithstanding the foregoingB. The Study Report, model(s), presentation materials, and any other work produced un- der this Agreement will not terminate under paragraph V. if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot which may be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. In the event of termination by CITY for convenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items identified in paragraph IV above, shall be entitled to invoice CITY and to payment of a reasonable amount for services and expenses directly attribut- able to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with ENGINEER subcontractors, and other related close-out costs. B. That the field notes and other pertinent drawings and documents pertaining to the project copyrighted shall become the property of the CITY upon completion or termination of the ENGINEER’S services in accordance with this Agreement; completion, and there shall be no restriction or limitation on their the further use of said works by the CITYCity. The parties hereto intend the CITY to have copyright ownership in the works produced hereunder, as “works made for hire” under the provisions of United States copyright laws. All of the pre-existing work product of the ENGINEER in executing this project shall remain the property of ENGINEER. In the event any of the works is ever determined not to constitute or qualify as a “work made for hire,” ENGINEER agrees to grant the CITY a perpetual, royalty-free and irrevocable license to reproduce, publish and/or otherwise use and authorize others to use such works. Provided, however, that to the extent permitted under applicable law, CITY shall indemnify and hold ENGINEER harmless from any and all claims, damages or causes of action which arise out of such further use when such further use is not in connection with the project. Notwithstanding anything to the contrary herein, any and all underlying intellectual property, if any (unless provided by CITY), shall remain the property of ENGINEER such that ENGINEER may continue to perform its business in the ordinary course. Upon payment in full, ENGINEER shall grant CITY an irrevocable, non- exclusive, royalty-free license to use the same for the purposes contemplated under this AgreementPROJECT. C. That the services to be performed by the ENGINEER under the terms of this Agreement agreement are personal and cannot be assigned, sublet or transferred without specific consent of the CITY. D. In the event of unavoidable delays in the progress of the work contemplated by this Agreementagreement, rea- sonable reasonable extensions in the time allotted for the work will be granted by the CITY, provided, however, that the ENGINEER shall request extensions, in writing, giving the reasons therefor. E. It is further agreed that this Agreement agreement and all contracts entered into under the provisions provi- sions of this Agreement agreement shall be binding upon the parties hereto and their successors and assigns. F. Neither the CITY’S review, approval approval, or acceptance of, nor payment for, any of the work or services required to be performed by the ENGINEER under this Agreement agreement shall be construed to operate as a waiver of any right under this Agreement agreement or any cause of action arising out of the performance of this Agreementagreement. G. The rights and remedies of the CITY provided for under this Agreement agreement are in addition to any other rights and remedies provided by law. H. It is specifically agreed between the parties executing this Agreementcontract, that it is not intended in- tended by any of the provisions of any part of this Agreement contract to create the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement contract to maintain a suit for damages pursuant to the terms or provisions of this Agreementcontract. I. If the design ENGINEER and ENGINEER’s personnel have no authority to exercise any control over any CITY contractor or construction other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, ob- serving, correcting, or reporting on health or safety deficiencies of the project has Federal contractor(s) or State money involved then other entity or any other persons at the following provision site except ENGINEER’s own personnel. J. To the maximum extent permitted by law, in no event shall ENGINEER’s, its affiliates, officers, employees, or any of its subcontractors be applied: Because liable for OWNER’s damages aris- ing out of or related to this Agreement in excess of the Secretary of Transportation value of the State services performed, whether such liability is claimed to arise in breach of Kansas' ( Sec- retary's) obligation to administer state fundscontract or warranty, federal fundstort includ- ing negligence, strict or statutory liability or otherwise. K. To the maximum extent permitted by law, ENGINEER and ENGINEER’s affiliated corporations, officers, employees, and subcontractors shall not be liable for CITY’s special, indirect, or bothconsequential damages, the Secretary shall be a third whether such damages arise out of breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. In order to protect ENGINEER against indirect liability or third- party beneficiary proceedings, CITY will indemnify ENGINEER for any such damages. L. This AGREEMENT gives no rights or benefits to this agreement between the anyone other than CITY and the ENGINEER. This third ENGI- ▇▇▇▇ and has no third-party beneficiary status is for the limited purpose beneficiaries. M. The parties will use their best efforts to resolve amicably and dispute, including use of seeking payment or imbursement for damages and cost the Secre- tary or the CITY or both incurred or will incur because the ENGINEER failed to comply with its contractual obligations under this Agreement or because of the ENGINEER's negligent acts, errors, or omissions. Nothing in this provision precludes the CITY from seeking recovery or settling any alternative dispute with the ENGINEER as long as such settlement does not restrict the Secretary's right to pay- ment or reimbursementresolution options.