Res 2024-193 approving an agreement with Halff Associates, Inc., for professional services associated with development of the Quail Creek Preliminary Design Report for the former Quail Creek Country Club property located at 2701 Airport Highway 21

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Docusign Envelope ID: BOCECOFB-76E6-4AA8-BDA4-ED2B9C3F4C27 ARTICLE 4 OWNERSHIP AND USE OF DOCUMENTS The Design Documents prepared by Professional Firm as instruments of service are and shall remain the property of the Firm whether the Project for which they are created is executed or not. However,the Owner shall be permitted to retain copies,including reproducible copies,of the Design Documents for information and reference in connection with the Owner's use and occupancy of the Project. In addition, Owner shall have an irrevocable,paid- up,perpetual license and right,which shall survive the termination of this Agreement,to use the Design Documents and the ideas and designs contained in them for any purpose,with or without participation of the Professional Firm. ARTICLE 5 DISPUTE RESOLUTION If a dispute arises out of or relates to the Agreement or these Terms and Conditions,or a breach thereof,the parties agree to negotiate prior to prosecuting a suit for damages.However,this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief.Either party may make a written request for a meeting within fourteen(14)calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If,within thirty (30) calendar days after such meeting,the parties have not succeeded in negotiating a resolution of the dispute,they will proceed directly to mediation as described below.Negotiation may be waived by a written agreement signed by both parties,in which event the parties may proceed directly to mediation as described below. If the efforts to resolve the dispute through negotiation fail,or the parties waive the negotiation process,the parties may select,within thirty(30)calendar days,a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option,the Owner and the Firm agree to act in good faith in the selection of the mediator and give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert.The parties agree to participate in mediation in good faith for up to thirty(30)calendar days from the date of the first mediation session. The Owner and Firm will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. ARTICLE 6 PROJECT TERMINATION OR SUSPENSION This Agreement may be terminated by either party upon seven days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the terminating party and such failure is not fully cured in the seven(7) calendar days' notice period. This Agreement may be terminated by the Owner's City Manager or City Manager's Designee for any reason upon fifteen(15)calendar days'written notice to the Firm. In the event of termination through no fault of the Firm, the Firm shall be equitably compensated for all Professional Services performed and Reimbursable Expenses incurred prior to termination in accordance with this Agreement. ARTICLE 7 MISCELLANEOUS PROVISIONS Entire Agreement. This Agreement supersedes all prior agreements, written or oral,between the Firm and Owner and constitutes the entire and integrated Agreement and understanding between the parties with respect to the subject matter of the Agreement. This Agreement may only be amended by a written instrument signed by both parties. Rev 01.11.2023 Page 3 of 10