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

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F. If there is a discrepancy between the electronic Further,it shall be an affirmative obligation upon files and the hard copies,the hard copies govern. ADS to advise the Owner within two days of cancellation or substantative change of any insurance G. All documents and records in the possession policy set out in Exhibit D,and failure to do so shall of ADS LLC,sub-consultants, sub-contractors and be construed to be a breach of this Agreement. any other person employed by ADS LLC, sub- consultants,or sub-contractors to perform a 5.06 Termination governmental function on the Owner's behalf and A. The obligation to provide further services directly related to the governmental function are under this Agreement may be terminated: subject to the Illinois Freedom of Information Act. ADS LLC shall agree to cooperate fully with the 1. For cause, Owner to ensure the Owner's compliance with the Freedom of Information Act and agrees to hold the a. By either Party upon thirty(30)days Owner harmless and indemnify it for any failure to so written notice in the event of substantial comply. failure by the other Party to perform in accordance with the terms hereof through no H. Each Party expressly agrees to include, fault of the terminating Party. maintain, reproduce, and perpetuate all notices or markings on all copies of tangible media comprising b. By ADS: each Party's Proprietary or Confidential information in the manner in which such notices or markings appear 1) upon seven (7) days written on such tangible media or in the manner in which notice if ADS believes that ADS is being either Party may reasonably request. requested by Owner to furnish or perform services contrary to ADS's 5.04 Changes responsibilities;or A. Either Party reserves the right at any time and without nullifying this Agreement and without notice 2) upon seven (7) days written to the sureties, if any, to request a change in the notice if ADS's services for the Project Agreement in the form of additions, deletions, or are delayed or suspended for more than revisions in the Work or the manner of its sixty (60) days for reasons beyond performance that include but are not limited to ADS's control. changes: in drawings, designs or specifications; in the sequence of ADS's Work; directing acceleration 3) ADS shall have no liability to or deceleration in performance of the Work; or Owner on account of such termination. modifying the Agreement Schedule or the Agreement milestones. Requested changes shall be made in c. Notwithstanding the foregoing, this writing and shall be signed by the Party's Authorized Agreement will not terminate as a result of Representative. If the requested changes are agreed such substantial failure if the Party receiving upon by both Parties, upon receipt of any request,the such notice begins, within seven (7) days of Agreement shall be modified as requested in writing. receipt of such notice,to correct its failure to Should the Parties disagree on any requested perform and proceeds diligently to cure such changes, the matter may be brought under the failure within no more than thirty(30)days of disputes clause as stated in section 5.11 hereunder. receipt thereof. B.(Section deleted by both parties) 2. For convenience, 5.05 Insurance a. Termination may be accomplished by A. During the term of this Agreement,ADS either Party by providing written notice to shall at all times procure and maintain insurance as the other Party sixty (60) days prior to thedesired date for termination. set forth in Exhibit D,and shall name Owner as an additional named insured for all insurance set forth in B. Unless stated otherwise in this Agreement, Exhibit D,subject to the terms of the agreement. the terminating Party under paragraphs 5.06.A.1 or ADS shall furnish certificates and endorsements 5.06.A.2 shall set the effective date of termination at evidencing insurance and named insured prior to a time up to thirty (30) days later than otherwise commencement of services under this Agreement. provided to allow ADS to demobilize personnel and 4 ADS LLC