R2011-40 AUTHORIZING THE EXECUTION OF A WATER DISTRIBUTION SYSTEM LEAK DETECTION SURVEY AGREEMENT

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' t . AGREEMENT BETWEEN OWNER AND ADS LLC FOR PROFESSIONAL OR TECHNICAL SERVICES THIS AGREEMENT ("Agreement") made and entered into by and between _City of Decatur` ("Owner"), with an office located at 1 Anderson Plaza, Decatur, IL 62523 and ADS LLC, a Delaware Limited Liability Company,with its headquarters at 1300 Meridian Street, Suite 3000, Huntsville,Alabama 35801 ("ADS"). Collectively, ADS and Owner are referred to as the "Parties" or individually as a"Party." The Agreement shall be effective upon authorized signatures of both Parties to this Agreement("Effective Date"), and shall remain in effect through December 31,2013,unless terminated as provided herein. WHEREAS, the Owner desires to retain ADS to render certain professional or technical services, or to provide certain specialized monitoring equipment,or both;and WHEREAS, ADS represents it has available and offers to provide personnel and facilities necessary to accomplish such services which the Owner has employed ADS to perform under this Agreement and that there are no conflicts of interest prohibited by law entering into this Agreement with the Owner; NOW THEREFORE,the Parties,agreeing to be legally bound,hereby agree as follows: ARTICLE 1 -SERVICES OF ADS C. For purposes of this Agreement the term"day" 1.01 Scope meansLLa calendar day of twenty-four(24)hours. The term business day shall mean Monday through A. ADS shall provide the Basic and Additional Friday, 8:00 A.M. until 5:00 P.M., excluding Federal Services set forth herein and in Exhibit A. Holidays. B. Upon this Agreement becoming effective, 3.02 Suspension ADS is authorized to begin Basic Services as set forth in Exhibit A. A. If Owner fails to give prompt written authorization to proceed with any phase of services ARTICLE 2-OWNER'S RESPONSIBILITIES after completion of the immediately preceding phase, or if ADS's services are delayed through no fault of 2.01 General ADS, ADS may, after giving five (5) business days A. Owner shall have the responsibilities set forth written notice to Owner, suspend services under this herein and in Exhibit B. Agreement. ARTICLE 3-TIMES FOR RENDERING B. If ADS's services are delayed or suspended in SERVICES whole or in part by Owner's actions or inactions for more than sixty (60) days through no fault of ADS, 3.01 General ADS shall be entitled to equitable adjustment of rates A. ADS's services and compensation under this and amounts of compensation provided for elsewhere Agreement have been agreed to in anticipation of the in this Agreement to reflect reasonable costs incurred orderly and continuous progress of the Project through by ADS in connection with, among other things, such completion. delay or suspension and reactivation and the fact that the time for performance under this Agreement has B. If in this Agreement specific periods of time been revised. for rendering services are set forth or specific dates by which services are to be completed are provided,and if 3.03 Force Majeure such periods of time or dates are changed through no A. Neither Owner nor ADS shall hold the other fault of ADS, the rates and amounts of compensation responsible for damages or delays in performance provided for herein shall be subject to equitable caused by Force Majeure or other events beyond the adjustment. If Owner has requested changes in the control of the other Party which could not reasonably scope, extent, or character of the Work, the time of have been anticipated or prevented. Force Majeure performance of ADS's services shall be adjusted shall include, but not be limited to, unusually severe equitably. weather, floods, power outages, epidemics, war, acts of terrorism,riots,strikes,lockouts,exercise of police power, condemnation or eminent domain. The 1 ADS LLC