R2012-30 AUTHORIZING AGREEMENT FEHR-GRAHAM & ASSOCIATES, LLC

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Section 9: Ownership of Work Products 9.1 As between CLIENT and FGA, all documents, including without limitation, materials, drawings, designs, data, and records developed or produced or obtained in connection with the services ("Documents"), are the property of CLIENT and, if requested by CLIENT in writing, FGA agrees to deliver the Documents to CLIENT at the termination of the services. 9.2 The foregoing notwithstanding, FGA shall be entitled to retain for its files a copy of all Documents and all other information related thereto, including any information or material furnished to FGA by CLIENT or any third parties. 9.3 CLIENT acknowledges that the Documents will be developed or produced for a specific purpose or purposes. FGA shall have no responsibility with respect to CLIENT's use of any of the Documents or the information contained therein other than as specifically contemplated by this Agreement. Notwithstanding any contrary provision of Section 8, CLIENT shall defend, indemnify, and hold FGA harmless with respect to any claims asserted by any third party (or parties) and related damages, losses, and expenses (including, but not limited to, fees and charges of attorneys and other professionals and court or arbitration or other dispute resolution costs)to the extent that the same are caused by any use of any such Documents or information other than as specifically contemplated by this Agreement. CLIENT shall reimburse FGA for all expenses incurred to successfully enforce the provisions of this Section 9.3 if CLIENT or CLIENT's insurer refuses to defend, indemnify, or hold FGA harmless as provided in this Section 9.3. Section 10: Confidentiality 10.1 If requested by CLIENT, the Documents and information contained therein relative to the services under the Work Plan ("CLIENT Information") shall be maintained by FGA in confidence and shall not be disclosed to any person or entity for any reason except as necessary to provide the services or as provided in Section 10.2.The limitations contained in this Section 10 shall not apply to: a) Information in the public domain at the time of disclosure; b) Information which becomes part of the public domain after disclosure through no fault of FGA; c) Information known by FGA prior to the date of this Agreement; or d) Information supplied to FGA, other than in connection with this Agreement, by a third party with the right to disclose the same without breaching any confidentiality obligation. 10.2 FGA shall be entitled to disclose the Documents or CLIENT Information to governmental authorities to the extent FGA reasonably believes it has a legal obligation to make such disclosures. If FGA believes that any such disclosure is required by law, it shall provide advance notice to CLIENT to provide CLIENT with a reasonable opportunity to attempt to obtain an injunction or other protective order preventing such disclosures. Section 11: Force Majeure 11.1 Failure by either party to perform its duties and obligations under this agreement will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, labor or material shortages, labor dispute, fire, flood, explosion, legislation and governmental regulation. 6 2/15/2012