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.~ ,• SECTION 1: RELATIONSHIP OF THE PARTIES Mayfield Village, Ohio, ("Client"), desires to create and implement a Stormwater Management Utility ("Project"). In furtherance of the Project, Client hereby contracts with URS CONSULTANTS, INC.-0HIO, ("URS) to perform the professional services described in EXHIBIT A of this Agreement. All services shall be performed under the supervision of the Client's Representative, Mr. Fred N. Carmen, Mayor, or a designee, identified in writing to URS by the Client's Representative. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and legal representatives of each of the Parties hereto. URS may contract with subcontractors as it considers necessary, but any other assignment or transfer of an interest in this Agreement by either Party without the written consent of the other shall be void. SECTION 2: PAYNSENT Payment by Client to URS for performing the Scope of Services specified in EXHIBIT A shall be a lump sum fee of Twenty-four Thousand Dollars ( $ 24,000 ). URS shall suYxnit invoices to Client based on URS' estimate of the proportion of the total services actually completed at the time of billing. Services beyond the Scope of Services shall be designated as Additional Services. Client shall pay URS for Additional Services on a mutually agreeable basis and amount if Client requests Additional Services. This Agreement shall be deemed amended by such agreed fee for Additional Services upon the signature and date for both the Client and URS. Client shall pay all URS invoices in accordance with the General Provisions, Section 3 of this Agreement. SECTION 3: GENERAL PROVISIONS 3.1. PAYMENT CONDITIONS URS periodically shall submit invoices to Client. Client shall pay each invoice within fifteen (15) days of the date of the invoice. However, if Client objects to all or any portion of any invoice, Client shall give written notice to URS of those objections and written reasons for those objections within fifteen (15) days from date of the invoice and pay that portion of the invoice not in dispute. Client shall pay an additional charge of one and one-half (1-1/20) of the amount of the invoice per month or the maxirrnum percentage allowed by law, whichever is the lesser, for any payment not received by tTRS more than thirty (30) days from the date of invoice. In the event that an invoice for payment remains unpaid for more than forty-five (45) days from the date of invoice, URS shall have the right to cease performance of the services described and contracted for herein. URS will not incur any liability for damages of any type or nature due to the delay of the project as a result of stopping performance of services due to the failure of the Client action brought by URS against Client for invoice amounts not paid, attorney's fees, court costs, arbitration costs and other related expenses shall be paid to the prevailing party by the other party.