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... ... ... e HaIff Associates ENGINEERS . ARCHITECTS . SCIENTISTS PLANNERS . SURVEYORS Agreement for Services (continued) e Client, Client agrees to indemnify, defend, and hold Engineer harmless (including attorneys' fees) from any and all losses, damages, claims, or actions brought by any third party or employee of Client against Engineer or Engineer's employees, agents, officers or directors, in any way arising out of the presence of hazardous materials at the facilities, except for claims shown by final judgment to arise out of the sole negligence of Engineer. VI. INSURANCE Engineer shall maintain. during the life of the Agreement the following minimum insurance: 1. Commercial general liability insurance, including personal injury liability, blanket contractual liability, and broad form property damage liability. The limit shall be not less than $2,000,000. 2. Automobile bodily injury and property damage liability insurance with a limit of not less than $2,000,000. 3. Statutory workers' compensation and employers' liability insurance as required by state law. 4. Professional liability insurance. VII. SUBCONTRACTS Engineer shall be entitled, to the extent determined appropriate by Engineer, to subcontract any portion of the work to be performed under this project. VIII. ASSIGNMENT This Agreement is binding on the heirs, successors, and assigns of the parties hereto. The Agreement is not to be assigned by either Client or Engineer without the prior written consent of the other. IX. INTEGRATION These terms and conditions and Attachment A - Scope of Work to which they are attached represent the entire understanding of Client and Engineer as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. The Agreement may not be modified or altered except In writing signed by both parties. X. JURISDICTION AND VENUE This Agreement shall be administered and Interpreted under the laws of the State in which the Engineer's office performing the majority of the work for this project is located. Jurisdiction of litigation arising from the Agreement shall be in that State. If any part of the Agreement Is found to be In conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall be in full force and effect. Venue will be In the State District Court in Harris County- Texas. XI. SUSPENSION OF WORK Client may suspend, in writing, all or a portion of the work under the Agreement In the event unforeseen circumstances beyond the control of the Client make normal progress in the performance of the work impossible. Engineer may request that the work be suspended by notifying Client, in writing, of circumstances that are interfering with normal progress of the work. Engineer may suspend work on the project in the event Client does not pay invoices when due. The time for completion of the work shall be extended by the number of days the work Is suspended. In the event that the period of suspension exceeds 90 days, the terms of the Agreement are subject to renegotiation and both parties are granted the option to terminate work on the suspended portion of the project, in accordance with ArtiCle XII. XII. TERMINATION OF WORK Client or Engineer may terminate all or a portion of the work covered by the Agreement for its convenience. Either party may terminate work In the event the other party fails to perform in accordance with the provisions of the Agreement by giving 7 days prior written notice from the party initiating termination to the other. Notice of termination shall be by certified mail with receipt retumed to the sender. XIII. ALTERNATIVE DISPUTE RESOLUTION It is agreed by both parties that Arbitration, in any form, will not be allowed. Any claim(s), dispute(s) or other matter(s) in question between the parties to this Agreement arising out of or relating to this Agreement, or the breach thereof, which are not disposed by mutual agreement of the parties, shall be submitted, if . agreed in writing by both parties, to mediation prior to submission of the matters In question to appropriate courts of law. The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this agreement promptly by negotiation between senior executives of the parties who have authority to settle the controversy. The disputing party shall give the other party written notice of the dispute. Within ten days after receipt of said notice, the receiving party shall submit to the other a written response. The notice and response shall Include (a) a statement of each party's position, and (b) the name and title of the executive who will represent that party. The executive shall meet at a mutually Agreement for Services - Preparetion of a Pedestrian and Bicycle Tralllmplemenlation Plan fOl'the City of La Porle Page 2 of 3 Hal" Associates Inc. 519102