R2010-223 AUTHORIZING AGREEMENT MASSIE MASSIE & ASSOCIATES, INC.

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,= 8 TERMINATION arise during this project,the CLIENT and MMA agree that any disputes between them arising from This agreement may be terminated by or relating to the Agreement or this Project shall either party with seven days written notice in the first be negotiated between the parties. If event of a good cause such as lack of funding, unsuccessful, the dispute shall be submitted to major changes in the scope of work or failure of non-binding mediation. Mediation fees shall be either party to perform in accordance with the shared equally. terms of the agreement. If terminated, CLIENT agrees to pay Consultant for all contractual 13 STATUTES OF REPOSE services rendered and reimbursable expenses incuned to the date of termination. If terminated, Legal actions by either party against the Consultant shall have no liability as a result of other arising from or in any way connected to this termination. Agreement or its services shall be barred and under no circumstance initiated by either party 9 MODIFICATION after one (1) year from the date of Substantial Completion, unless the Agreement is ternunated Either CLIENT or MMA may request a earlier, in which case the date of termination of modification or change in scope to be performed this Agreement shall be the date on which such hereunder. Such changes,including any increase period shall commence. or decrease in compensation to MMA to which CLIENT and MMA mutually agree shall be 14 ESTIMATES OF PROBABLE incorporated in this Agreement by a written CONSTRUCTION COST amendment to the Agreement. Estimates of probable construction cost 10 INDEMNIFICATION provided under this Agreement are based on MMA's professional judgement and experience. MMA agrees to indemnify and hold Because MMA has no control over the cost or harmless the CLIENT,its officers,directors,and availability of labor, equipment or materials or employees against all damages,liabilities or costs over market conditions or Contractors'methods of including reasonable attorney's fees and defense pricing, MMA makes no warranty that bids or costs, to the extent caused the MMA negligent negotiated costs of the Work will not vary from performance of professional services under this the estimate of probably cost. agreement and that of its subconsultants or anyone for whom the Consultant is legally liable. 15 PERMITS AND APPROVALS The CLIENT agrees to indemnify and hold harmless MMA, its officers, directors, and MMA will assist client in applying for employees against all damages,liabilities or costs permits and approvals required by law. including reasonable attorney's fees and defense Assistance shall consist of completing and costs, to the extent caused the CLIENT'S submitting forms to the appropriate regulatory negligent acts,in connection with the project,and agencies. the acts of its contractors, subcontractors or consultants or anyone for whom the CLIENT is 16 UNDERGROUND IMPROVEMENTS legally liable. CLIENT will furnish MMA information 11 INSURANCE identifying the type and location of existing underground improvements on and near the site. MMA carries the following insurance MMA is entitled to rely upon the accuracy and coverage and will provide a certificate to CLIENT completeness of the any proposed changes to the documenting such coverage. improvements and ground penetrations required for the proj ect. CLIENT shall review and approve General Liability $1 m. per occurrence/ plans. CLIENT shall indemnify and hold aggregate harmless MMA from all claims, damages,losses Automotive $500 k.per occurance and expenses including court costs and attorney's $1 m. aggregate fees arising out of or resulting therefrom. Umbrella Coverage $2 m. aggregate Workers Compensation as statutorily required 17 H A Z A R D O U S O R T O X I C Professional Liability $1 m. aggregate MATERIALS 12 DISPUTE RESOLUTION This Agreement does not include services related to the presence of hazardous or toxic In an effort to resolve any conflicts that materials. Should the presence of hazardous or 2