HomeMy WebLinkAboutContracts & Agreements_180-2015_CCv0001.pdf AGREEMENT TO PERFORM INFRASTRUCTURE UPDATE SERVICES
This agreement for the provision of infrastructure update services(Agreement)is made
and entered into this 8h day of September,2015(Effective Datd),by and between the City of
Redlands,a municipal corporation(City)'and Davis Farr LLP(Consultant).City and Consultant
are sometimes individually referred to herein as a`Part f and, together, as the`?ardes"In
consideration of the mutual promises contained herein,City and Consultant agree as follows:
ARTICLE 1--ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide infrastructure inventory update services for
the fiscal year ending June 30, 2015 (the`Services).
1.2 The Services shall be performed by Consultant in a professional manner,and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2--SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit"A;'
entitled"Scope ofServices,which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including,but not limited to State prevailing wage
laws.
ARTICLE 3—RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tina T. Kundig, Finance Director, as Citys representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions,receive information, interpret and define Citys policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner.
4.2 If Consultants Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form,and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
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ARTICLE 5—PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultants performance of the Services shall be a flat fee in the
amount of nine thousand five hundred dollars($9,500).
5.2.1 City will be billed monthly for services rendered during the period, are payable upon
presentation and payment shall be due within thirty(30)days.
5.3 Any notice or other communication required,or which may be given,pursuant to this
Agreement,shall be in writing.Any such notice shall be deemed delivered(i)on the date
of delivery in person; (ii)five(5)days after deposit in first class registered mail,with
return receipt requested; (iii)on the actual delivery date if deposited with an overnight
courier; or(iv) on the date sent by facsimile,if confirmed with a copy sent
contemporaneously by first class,certified,registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
ty Consultant
Tina T. Kundig,Director Marcus D. Davis,Partner
Finance Department Davis Farr LLP
City of Redlands 2301 Dupont Drive, Suite 200
35 Cajon Street, Suite 30 Irvine,CA 92612
PO.Box 3005 (mailing)
Redlands,CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services.Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant.Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services.Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty(30)days prior
written notice to City.
6.2 Workers'Compensation and Employee's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City,or certification to
City that Consultant is self-insured or exempt from the workers compensation laws of the
State of California. Consultant shall provide City with Exhibit"0,'entitled`Workers'
Compensation Insurance Certification;which is attached hereto and incorporated herein
by this reference prior to occupancy of the Premises.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)per
occurrence and Two Million Dollars($2,000,000) aggregate for public liability,property
damage and personal injury is required. City shall be named as an additional insured and
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such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars($1,000,000)per claim made.
6.5 Consultant shall have business auto liability coverage,with minimum limits of One
Million Dollars($1,000,000)per occurrence,combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultanfs provision of the Services,hired and non-owned
vehicles,and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 Consultant shall defend,indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims,losses or liability, including
attorneys'fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers,employees and agents in performing the Services.
ARTICLE 7--CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income,interest in real property or investment that would be affected in any manner or
degree by the performance of Consultanfs Services. Consultant further covenants and
represents that in the performance of its duties hereunder,no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate,rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan,design,report,study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in
making a governmental decision or otherwise perform the same or substantially
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the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial
interests, Consultant shall complete and file a Fair Political Practices Commission Form
700, Statement of Economic Interests,with the City Clerles office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8--GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief,be entitled to the recovery of its reasonable attorneys'fees,including fees for the
use of in-hawse counsel by a Party.
8.2 Consultant shall not assign any of the Services,except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records,drawings,designs,cost estimates, electronic data files,databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents,and any use of incomplete documents, shall be at Citys sole
risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor.Neither City nor its agents shall have
control over the conduct of Consultant or Consultanfs employees,except as herein set
forth.Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only,and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of,or on behalf of City. Consultant
shall have no authority,express or implied,to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority,express or implied,to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.This Agreement may be terminated
by City,in its sole discretion,by providing not less than five(5)days prior written notice
to Consultant of City's intent to terminate. If this Agreement is terminated by City, an
adjustment to Consultants compensation shall be made,but(1)no amount shall be
allowed for anticipated profit or unperformed Services, and(2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and, within five(5)
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days of the date of the termination notice,deliver or otherwise make available to City,
copies(in both hard copy and electronic form,where applicable)of project related data,
design calculations, drawings, specifications,reports,estimates,summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers,invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three(3)
years,or for any longer period required by law,from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement,including the Exhibits incorporated herein by reference,represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations,written proposals or verbal agreements relating to such
matters are superseded by this Agreement.Except as otherwise provided for herein,any
amendment to this Agreement shall be in writing,approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses,paragraphs or sections contained in this
Agreement is declared invalid,void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences,clauses,paragraphs or
sections contained herein,unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF,duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLA S Davis Farr LLP
. nrique ine ,46tyMana Marcus D. Davis,Partner
Attest: l
s
Sam Irwin,'City Clerk
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s< DavisFar r Davis Farr f.i.P
EXHIBIT "All "2301 DuPont Drive I Sidle 2001 Irvine,CA 92612
CERTIFIED PUBLIC ACCOUNTANTS Moin:1J,t9..17t;1t)20I jax:9s*.263,5520
SCOPE OF SERVICES
August 25, 2015
Mr. Torn Steele
Assistant Finance Director
City of Redlands
35 Cajon Street,Suite 30
Redlands, California 92373
RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDED JUNE 30, 2015
Dear Mr. Steele:
Davis Farr LLP (Davis Farr) is pleased to respond to your request to continue to provide
updated infrastructure records for the year ended June 30, 2015 for the City of Redlands (City).
The scope of the work Is as follows:
• City will identify all City capital projects accepted by the City Council between July 1,
2014 and June 30, 2015. We request a copy of City Council bid document and a copy of
the plans for each project.
• City will identify all developer projects accepted by the City between July 1, 2014 and
June 30,2015.
• Davis Farr will update the City's detailed Infrastructure Inventory for the year ended June
30, 2015 based solely upon the information provided by the City.
• Davis Farr will calculate accumulated depreciation and depreciation expense as of and
for the year ended June 30, 2015.
• Davis Farr will provide a report documenting the additions and deletions In infrastructure
assets for the year ended June 30, 2015.
We are available to begin work immediately. Based upon the availability of City staff and
records, we anticipate completion of the project will take approximately three weeks. Upon
acceptance by the City,we will finalize the report.
Davis Farr will provide GASB 34 infrastructure inventory update services for the year ending
June 30, 2015 to the City of Redlands for a fixed fee of$9,500. This fixed fee is inclusive of all
travel and out-of-pocket expenses. We will invoice the City monthly for services rendered
throughout the life of the project. Should the City elect not to identify the City and developer
projects to be capitalized,then we will provide the City with a revised estimate of our services.
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Mr.Tom Steele
Assistance Finance Director
City of Redlands
Au ust 25, 2015
Terms and conditions for this engagement are documented In the attached Exhibit A.
If the foregoing is in accordance with your understanding, please sign the copy of this letter in
the space provided and return it to us.
Sincerely,
DAVIS FARR LLP
Marcus D. Davis
Partner
Accepted:
CITY OF REDL4NDS
By:
Title:
Date:
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
A. Services. These Terms and Conditions of Services and the engagement letter to which
these terms are appended constitute the entire agreement between you and Davis Farr LLP for
the services to be rendered. As used herein, the term "services", includes only the services as
described in the attached engagement letter. All decisions In connection with the
implementation of Davis Farr LLP`s services in connection with this engagement shall be your
responsibility.
B. Payment of Invoices. Our invoices for these services will be rendered each month as
work progresses and are payable on presentation, if properly submitted invoices are not paid
within 30 days of the invoice date, a late charge may accrue at the lesser of(i) I%per month or
(ii) the highest rate allowable by law. Without limiting its rights or remedies, Davis Farr LLP
shall have the right to halt or terminate entirely its services until full payment is received on such
past due invoices. The failure of Davis Farr LLP to exercise its right to suspend or terminate
work shall not constitute a waiver by Davis Farr LLP of any right or remedy. In the event of a
termination of this engagement pursuant to section D below, you agree to compensate Davis
Farr LLP for services performed and expenses incurred through the effective date of
termination. All outstanding bills will be paid in full prior to the release of any information or prior
to final product or service delivery, unless other arrangements to pay your bill have been agreed
upon. See section E below for additional Information regarding Limitation on Damages.
C. Dispute Resolution. Because there are inherent difficulties in recalling or preserving
information as the period after an engagement increases, you agree that, notwithstanding any
applicable statute of limitations, any claim based on this engagement must be filed within twelve
(12) months after performance of our service, unless you have previously provided us with a
written notice of a specific defect in our services that forms the basis of the claim.
If any dispute, controversy or claire arises in connection with the performance or breach of this
agreement, either party may, upon written notice to the other party, request that the matter be
mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the
Rules of the American Arbitration Association or such other neutral facilitator acceptable to both
parties. Both parties will exert their best efforts to discuss with each other in good faith their
respective positions in an attempt to finally resolve such dispute or controversy.
Each party may disclose any facts to the other party or to the mediator which it, in good faith,
considers necessary to resolve the matter. All such discussions, however,will be for the purpose
of assisting in settlement efforts and will not be admissible in any subsequent litigation against the
disclosing party. Except as agreed by both parties, the mediator will keep confidential all
information disclosed during negotiations. The mediator may not act as a witness for either party in
any subsequent arbitration between the parties.
The mediation proceedings will conclude within sixty days from receipt of the written notice unless
extended or terminated sooner by mutual consent. Each party will be responsible for its own
expenses. The fees and expenses of the mediator,if any,will be borne equally by the parties.
If we are unable to resolve the fee dispute through mediation, you and Davis Farr LLP agree to
submit to resolution by arbitration in accordance with the rules of the American Arbitration
Association. Such arbitration shall be binding and final, as permitted by the law of the
applicable jurisdiction. In agreeing to arbitration, we bath acknowledge that in the event of a
dispute over fees, each of us is giving up the right to have the dispute decided in a court of law
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TERMS AND CONDITIONS OF SERIVCES
before any judge or jury and instead are accepting the use of arbitration for resolution. The
prevailing party shall be entitled to the allowance of a reasonable attorneys' fee and other costs
of such action.
D. Term. This engagement shall conclude on the completion and delivery of Davis Farr LLP's
services hereunder. This engagement may be terminated by either party at any time by giving
written notice to the other party not less than 10 business days before the effective date of
termination.
E. Limitation on Damages. Unless otherwise prohibited by law or applicable professional
standard, you agree that Davis Farr LLP and its personnel shall not be liable to you for any
claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of
the fees paid by you to Davis Farr LLP pursuant to this engagement, except to the extent finally
judicially determined to have resulted from the bad faith or intentional misconduct of Davis Farr
LLP. Unless otherwise prohibited by law or applicable professional standard, in no event shall
Davis Farr LLP or its personnel be liable for consequential,special, indirect, incidental, punitive,
or exemplary losses or damages relating to this engagement. This limitation on liability
provision shall apply to the fullest extent of the law, whether in contract, statute, tort (such as
negligence), professional standard,or otherwise.
F. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall
be solely for your internal purposes and use, and this engagement does not create privity
between Davis Farr LLP and any person or party other than you (a "third party"). This
engagement is not intended for the express or Implied benefit of any third party. No third party
is entitled to rely, in any manner or for any purpose,on the services provided by Davis Farr LLP.
In order to protect Davis Farr LLP from any unauthorized reliance or claims, you further agree
that the services provided by Davis Farr LLP shall not be distributed, made available, circulated,
or quoted to or used by any third party without the prior written consent of Davis Farr LLP.
However, nothing In this paragraph shall be construed as limiting or restricting such disclosure.
G. Reliance Upon Your Information. You are responsible for making all financial records
and related information available to us. Davis Farr LLP shall be entitled to assume, without
Independent verification,the accuracy of all representations, assumptions, information and data
that you and your representatives provide to Davis Farr I.I.P. All assumptions, representations,
information and data to be supplied by you and your representatives will be complete and
accurate to the best of your knowledge. Davis Farr LLP may use information and data furnished
by others; however, Davis Farr LLP shall not be responsible for, and Davis Farr LLP shall
provide no assurance regarding, the accuracy and completeness of any such Information or
data. Except as specifically provided herein, Davis Farr LLP shall not assume any responsibility
for any financial reporting with respect to the services provided hereunder. You acknowledge
and understand that Davis Farr LLP is providing no attest services of any kind, scope or nature
whatsoever, as part of this engagement. Davis Farr LLP shall have no responsibility to address
any legal matters or questions of law in connection with this engagement. See section K below
for additional information regarding confidentiality.
H. Governing Law and Severability. These Terms and Conditions of Services, and the
engagement letter to which these terms are appended, shall be governed by, and construed In
accordance with,the laws of the State in which Davis Farr LLP personnel rendering the services
are located (without giving effect to the choice of law principles thereof). If any provision of this
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Agreement is found by a court of competent jurisdiction to be unenforceable, such provision
shalt not affect the other provisions, but such unenforceable provision shall be deemed modified
to the extent necessary to render it enforceable, preserving to the fullest extent permissible the
intent of the parties set forth in this Agreement.
I. Cooperation. You shall cooperate with Davis Farr LLP in the performance by Davis Farr
LLP of its services hereunder, including, without limitation, providing Davis Farr LLP with
reasonable facilities and timely access to data, information, and your personnel. You shall be
responsible for the performance of your personnel and agents and for the accuracy and
completeness of all data and information provided to Davis Farr LLP for purposes of the
performance by Davis Farr LLP of its services hereunder.
J. Independent Contractor. It Is understood and agreed that each of the parties hereto is an
independent contractor and that neither party is, not shall be considered to be, an agent,
partner,joint venturer, or representative of the other. Neither party shall act or represent itself,
directly or by implication, as an agent of the other or in any manner assume or create any
obligation of behalf of,or in the name of, the other.
K. Confidentiality. To the extent that, in connection with this engagement, Davis Farr LLP
comes into possession of any information of yours identified as proprietary or confidential, Davis
Farr LLP will not disclose such information to any third party without your consent,except(a) as
may be required by law, regulation, judicial or administrative process, in accordance with
applicable professional standards, or in connection with litigation pertaining hereto, or(b) to the
extent such information (i) shall have otherwise become publicly available (including, without
limitation, any information filed with any governmental agency and available to the public)other
than as the result of a disclosure by Davis Farr LLP in breach hereof, (If) is disclosed by you or
your personnel to a third party without substantially the same restrictions as set forth herein, (III)
becomes available to Davis Farr LLP on a nonconfidentiai basis from a source other than you or
your personnel which Davis Farr LLP does not believe is prohibited from disclosing such
information to Davis Farr LLP by obligation to you, (iv) is known by Davis Farr LLP prior to its
receipt from you without any obligation of confidentiality with respect thereto, or(v)is developed
by Davis Farr LLP independently of any disclosures made by you or your personnel to Davis
Farr LLP of such information.
In the interest of facilitating our services to you,we may communicate by facsimile transmission
or by sending electronic mail over the Internet. Such communications may include information
that is confidential to you. Our firm employs measures In the use of facsimile machines and
computer technology designed to maintain data security. While we will use our best efforts to
keep such communications secure In accordance with our obligations under applicable laws and
professional standards, we have no control over the unauthorized Interception of these
communications once they have been sent.
L. Miscellaneous. This agreement shall be binding on all transferees, successors and
assigns of both Davis Farr LLP and you. Each party acknowledges that this was a negotiated
contract, and as a result, no part of this contract shall be construed against either party based
on drafting of the contract. In the event any part of this agreement is held to be illegal or
unenforceable for any reason, such determination shall not affect nor invalidate the rest of the
agreement, and the rest of the agreement shall remain in full force and effect.
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
M. Limitation on Warranties. This is a services engagement. Davis Farr LLP warrants that it
shall perform services hereunder in good faith, Davis Farr LLP disclaims all other warranties,
either express or implied, including, without limitation, warranties of merchantability and fitness
for a particular purpose.
N. Property. The workpapers and files which Davis Farr LLP generates in connection with
this engagement are the property of Davis Farr LLP. Upon the termination of this engagement,
upon request we will return your original records to you. All Davis Farr LLP workpapers and
files will be retained for 7 years,pursuant to Davis Farr LLP's document retention policy,
O. Nan-Solicitation. During the term of this Agreement and for a period of one year
thereafter, the parties agree not to hire, solicit, or attempt to solicit,whether directly or indirectly,
the services of any staff employee, consultant, or subcontractor of the other party without the
prior written consent of that party. Violation of this provision shall, in addition to other relief,
require the breaching party to compensate the non-breaching party with 100 percent of the
solicited person's annual compensation.
P. Indemnification. Unless otherwise prohibited by law or applicable professional standard,
you shall indemnify and hold harmless Davis Farr LLP and its personnel from and against any
causes of action, damages (whether compensatory, consequential, special, indirect, incidental,
punitive, exemplary, or of any other type or nature), costs and expenses (including, without
limitation, reasonable attorneys' fees and the reasonable time and expenses of Davis Farr LLP's
personnel involved) brought against or involving Davis Farr LLP at any time and in any way
arising out of or relating to Davis Farr LLP's services under this engagement, except to the
extent Judicially determined to have resulted from the bad faith, gross negligence, or willful or
intentional misconduct of Davis Farr LLP's personnel. This provision shall survive the
termination of this agreement for any reason, and shall apply to the fullest extent of the law,
whether in contract,tort, or otherwise.
If any action or proceeding (any of the foregoing being a"Claim") is threatened or commenced
by any third party against Davis Farr LLP that you are obligated to defend or indemnify under
this Agreement, then written notice thereof shall be given to you as promptly as practicable.
After such notice and only so long as Davis Farr LLP's and your interests with respect to the
claim remain consistent, no conflict exists, and,by your control of the defense, Davis Farr LLP's
insurance is not voided or otherwise compromised in any way, you shall be entitled, if you so
elect in writing within ten days after receipt of such notice, to take control of the defense and
investigation of such Claim and to employ and engage attorneys to handle and defend the
same, at your sole cost and expense, with the approval of Davis Farr LLP, which approval shall
not be unreasonably withheld. Davis Farr LLP shall cooperate in all reasonable respects with
you and your attorneys in the investigation, trial and defense of such Claim and any appeal
arising therefrom; provided, however, that Davis Farr LLP may, at its own cost and expense,
participate, through its attorneys or otherwise, in such investigation, trial and defense of such
Claim and any appeal arising therefrom. You shall enter Into no settlement of a Claim that
involves a remedy other than the payment of money by you without the prior consent of Davis
Farr LLP.
After notice by you to Davis Farr LLP of your election to assume full control of the defense of
any such Claim, and Davis Farr LLP's approval of selected counsel, you shall not be liable to
Davis Farr LLP for any legal expenses incurred thereafter by Davis Farr LLP in connection with
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ATTACHMENT A
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the defense of that Claim. If you do not assume full control over the defense of a Claim, then
you may participate in such defense, at your sole cost and expense, and Davis Parr LLP shall
have the right to defend you in such manner as it may deem appropriate, at your cost and
expense.
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