R97-17 AUTHORIZING AGREEMENT - ECONOMIC AND ENGINEERING SERVICES, INC.

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• the parties, there are no other agreements or representations not set forth herein, and this Agreement incorporates and supersedes all prior negotiations,agreements, and representations. This Agreement may not be modified except in writing signed by an authorized representative of each parry. If any provision of this Agreement is deemed by law to be void, invalid or inoperative for any reason, or any phrase or clause within such provision is deemed by law to be void, invalid or inoperative, that phrase, clause or provision shall be deemed modified to the extent necessary to make it valid and operative, or, if it cannot be so modified, then such phrase, clause or provision shall be deemed severed from this Agreement with the remaining phrases, clauses and provisions continuing in full force and effect as if the Agreement had been signed with the void, invalid or inoperative portions so modified or eliminated. In addition, a phrase, clause or provision shall be substituted which is consistent with the intent of this Agreement and the severed phrase,clause or provision. Incorporated Documents. The following exhibits and attachments are incorporated in this agreement as if fully set forth herein: Attachment A—Scope of Services Attachment B—Time Schedule and Fees from Proposal dated October 10, 1996 to the Ciry of Decatur 17. Notices. All notices, requests, demands, and other communications hereunder shall be deemed given only if in writing signed by an authorized representative of the sender and delivered by facsimile (with a hard copy mailed), or, when sent by a courier or express service guaranteeing overnight delivery to the receiving party. Notices to EES shall be delivered to: Notices to the City of Decatur shall be delivered to: ECONOMIC AND ENGINEERING SERVICES, INC. CITY OF DECATUR P.O. Box 1989 #1 Gary K. Anderson Plaza Bellevue, WA 98009 Decatur, Illinois 62523-1196 ATTN: Tom Gould ATTN: Beth Couter 19. Headings,Assignment and Waiver. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party. A waiver by any party of any provision or a breach of this Agreement must be provided in writing and shall not be construed as a waiver of any other provision or any i succeeding breach of the same or any other provisions herein. 20. Execution of Agreement. The parties agree that the language in this Agreement pertaining to I Indemnification, Limitations of Liability and Insurance are clear and unambiguous and were mutually negotiated by ', the parties. ', ECONOMIC AND ENGINEE G SE ES, INC. CITY O ECAT B : B Title: V � C� �� le: �/i /�� Date: �— l�o �,� Date: �L � Page 4 of 4