MIKE DUGGAN, MAYOR

CITY OF DETROIT

PROFESSIONAL SERVICES CONTRACT

BETWEEN

CITY OF DETROIT, MICHIGAN

WATER AND SEWERAGE DEPARTMENT

AND

CONTRACTOR NAME

CONTRACT NO. 600xxxx (CS-1993)

CYBER ASSESSMENT & PENETRATION TESTING

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 CITY OF DETROIT
WATER AND SEWERAGE DEPARTMENT
PROFESSIONAL SERVICES CONTRACT

This Professional Services Contract (“Contract”) is entered into by and between the City
of Detroit, a Michigan municipal corporation, acting by and through its Water and Sewerage
Department (“DWSD”) (collectively, the "City"), and Contractor Name, a State
corporation/llc/partnership, etc., with its principal place of business located at full address
("Contractor").

Recitals:

Whereas, the City desires to engage the Contractor to render certain professional and/or
technical services ("Services") as set forth in this Contract and its exhibits, which are incorporated
fully by reference; and

Whereas, the Contractor represents that it is authorized and prepared to provide the
qualified professional personnel with the necessary skills to perform the Services, in a manner
which is responsive to the City’s needs in all respects; and

Whereas, by virtue of a federal court Order issued on November 4, 2011 (the “Order”),
DWSD is ordered to establish its own independent finance, human resources, and legal functions;
and

Whereas, the Order further provides DWSD with the authority to contract on its own behalf
and without approval by the Detroit City Council if the contract is for professional services and
the contract amount is less than Two Million Dollars; and now

Accordingly, in consideration of the mutual undertakings and benefits to accrue to the

parties and the public, the parties agree as follows:

Article 1.
Definitions

1.01 The following words and expressions or pronouns used in their stead shall be construed as
follows:

"Associates" shall mean the personnel, employees, consultants, subcontractors, agents, and
parent company of the Contractor or of any subcontractor, now existing or subsequently
created, and their agents and employees, and any entities associated, affiliated, or
subsidiary to the Contractor or to any subcontractor, now existing or subsequently created,
and their agents and employees.

“Board” shall mean the City of Detroit Board of Water Commissioners.

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 "Contract" shall mean each of the various provisions and parts of this document, including
all attached Exhibits and all amendments, as executed and approved by the DWSD Director
and, if required by the terms of this Contract, by the Board and the Detroit City Council.

“Contractor” shall mean the party that contracts with the City by way of this Contract,
whether an individual, sole proprietorship, partnership, corporation, or other form of
business organization, and its heirs, successors, personnel, agents, employees,
representatives, executors, administrators and assigns.

"Records" shall mean all books, ledgers, journals, accounts, documents, and other collected
data in which information is kept regarding the performance of this Contract.

"Services" shall mean all work that is expressly set forth in Exhibit A, the Scope of
Services, and all work expressly or impliedly required to be performed by the Contractor
in order to achieve the objectives of this Contract.

"Unauthorized Acts" shall mean any acts by a City employee, agent or representative that
are not set forth in this Contract and have not been approved as a part of this Contract by
the DWSD Director, and as may be required by the terms of this Contract, the Board and
City Council.

"Work Product" shall mean the originals, or copies when originals are unavailable, of all
materials prepared by the Contractor under this Contract or in anticipation of this Contract,
including but not limited to Technology, data, studies, briefs, drawings, maps, models,
photographs, files, records, computer printouts, estimates, memoranda, computations,
papers, supplies, notes, recordings, and videotapes, whether such materials are reduced to
writing, magnetically or optically stored, or kept in some other form.

Article 2.
Engagement of Contractor

2.01 By this Contract, the City engages the Contractor and the Contractor agrees to faithfully
and diligently perform the Services set forth in Exhibit A, in accordance with the terms and
conditions contained in this Contract.

2.02 The Contractor shall perform in a satisfactory manner as shall be determined within the
sole and reasonable discretion of the City. In the event that there shall be any dispute
between the parties with regard to the extent, character and progress of the Services to be
performed or the quality of performance under this Contract, the interpretation and
determination of the City shall govern.

2.03 The Contractor shall confer as necessary and cooperate with the City in order that the
Services may proceed in an efficient and satisfactory manner. The Services are deemed to
include all conferences, consultations and public hearings or appearances deemed
necessary by the City to ensure that the Contractor will be able to properly and fully
perform the objectives as set forth in this Contract.

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2.04 All Services are subject to review and approval of the City for completeness and fulfillment
of the requirements of this Contract. Neither the City's review, approval nor payment for
any of the Services shall be construed to operate as a waiver of any rights under this
Contract, and the Contractor shall be and will remain liable in accordance with applicable
law for all damages to the City caused by the Contractor's negligent performance or
nonperformance of any of the Services furnished under this Contract.

2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are
deemed appropriate by the City and the Contractor for the proper performance of the
Services.

2.06 The City and the Contractor expressly acknowledge their mutual understanding and
agreement that there are no third party beneficiaries to this Contract and that this Contract
shall not be construed to benefit any persons other than the City and the Contractor.

2.07 It is understood that this Contract is not an exclusive services contract, that during the term
of this Contract the City may contract with other firms, and that the Contractor is free to
render the same or similar services to other clients, provided the rendering of such services
does not affect the Contractor’s obligations to the City in any way.

Article 3.
Contractor's Representations and Warranties

3.01 To induce the City to enter into this Contract, the Contractor represents and warrants that
the Contractor is authorized to do business under the laws of the State of Michigan and is
duly qualified to perform the Services as set forth in this Contract, and that the execution
of this Contract is within the Contractor's authorized powers and is not in contravention of
federal, state or local law.

3.02 The Contractor makes the following representations and warranties as to any and all
computer-related components and systems, including but not limited to computer software,
computer code, computer programs, computer hardware, embedded integrated circuits,
computer memory and data storage systems, whether in the form of read-only memory
chips, random access memory chips, CD-ROMs, floppy disks, magnetic tape, or some
other form, and the data retained or stored in said computer memory and data storage
systems (collectively “Technology”) it may provide under this Contract:

(a) That all Technology provided to the City under this Contact shall perform
according to the specifications and representations set forth in Exhibit A and
according to any other specifications and representations, including any manuals,
provided by the Contractor to the City;

(b) That the Contractor shall correct all errors in the Technology provided under this
Contract so that such Technology will perform according to Contractor’s published
specifications;

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 (c) That the Contractor has the full right and power to grant the City a license to use
the Technology provided pursuant to this Contract;

(d) That any Technology provided by Contractor under this Contract is free of any
software, programs or routines, commonly known as "disabling code," that are
designed to cause such Technology to be destroyed, damaged, or otherwise made
inoperable in the course of the use of the Technology;

(e) That any Technology containing computer code and provided under this Contract
is free of any known or reasonably discoverable computer program, code or set of
instructions, commonly known as a "computer virus," that is not designed to be a
part of the Work Product and that, when inserted into the computer’s memory: (i)
duplicates all or part of itself without specific user instructions to do so, or (ii)
erases, alters or renders unusable any Technology with or without specific user
instructions to do so, or (iii) that provide unauthorized access to the Technology;
and

(f) That all Technology shall be delivered new and in original manufacturer’s
packaging and shall be fully warranted for repair or replacement during the term of
this Contract as amended or extended.

(g) That any Technology that it is provided to the City shall:

(1) Accurately recognize and process all time and date data including, but not
limited to, daylight savings time and leap year data, and

(2) Use accurate same-century, multi-century, and similar date value formulas
in its calculations, and use date data interface values that accurately reflect
the correct time, date and century.

Article 4.
Contract Effective Date and Time of Performance

4.01 This Contract shall be approved and signed by the DWSD Director. If the compensation
to be paid in any given fiscal year (July 1 to June 30) under this Contract exceeds Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) it shall be approved by
resolution of the Board, and if it exceeds Two Million and 00/100 Dollars ($2,000,000.00)
it shall be approved by resolution of the Detroit City Council. The effective date of this
Contract shall be the date upon which the Contract has been authorized by the City as set
forth in this Section 4.01.

4.02 Prior to the approvals set forth in Section 4.01, the Contractor shall have no authority to
begin work on this Contract. The City shall not authorize any payments to the Contractor,
nor shall the City incur any liability to pay for any services rendered or to reimburse the
Contractor for any expenditure, prior to such award and approvals.

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4.03 The City and the Contractor agree that the commencement and duration of the Contractor's
performance under this Contract shall be as set forth in Exhibit A.

Article 5.
Data to Be Furnished Contractor

5.01 Copies of all information, reports, records, and data as are existing, available, and deemed
necessary by the City for the performance of the Services shall be furnished to the
Contractor upon the Contractor's request. With the prior approval of the City, the
Contractor will be permitted access to City offices during regular business hours to obtain
any necessary data. In addition, the City will schedule appropriate conferences at
convenient times with administrative personnel of the City for the purpose of gathering
such data.

Article 6.
Contractor Personnel and Contract Administration

6.01 The Contractor represents that, at its own expense, it has obtained or will obtain all
personnel and equipment required to perform the Services. It warrants that all such
personnel are qualified and possess the requisite licenses or other such legal qualifications
to perform the services assigned. If requested, the Contractor shall supply a résumé of the
managerial staff or consultants it proposes to assign to this Contract, as well as a dossier
on the Contractor's professional activities and major undertakings.

6.02 The City may interview the Contractor's managerial staff and other employees assigned to
this Contract. The Contractor shall not use any managerial staff or other employees to
whom the City objects and shall replace in an expedient manner those rejected by the City.
The Contractor shall not replace any of the personnel working on this Contract with new
personnel without the prior written consent of the City.

6.03 When the City deems it reasonable to do so, it may assign qualified City employees or
others to work with the Contractor to complete the Services. Nevertheless, it is expressly
understood and agreed by the parties that the Contractor shall remain ultimately responsible
for the proper completion of the Services.

6.04 The relationship of the Contractor to the City is and shall continue to be that of an
independent contractor and no liability or benefits, such as workers' compensation, pension
rights or liabilities, insurance rights or liabilities, or other rights or liabilities arising out of
or related to a contract for hire or employer/employee relationship shall arise or accrue to
either party or either party's agent, subcontractor or employee as a result of the performance
of this Contract. No relationship other than that of independent contractor shall be implied
between the parties or between either party’s agents, employees or subcontractors. The
Contractor agrees to indemnify, defend, and hold the City harmless against any claim based
in whole or in part on an allegation that the Contractor or any of its Associates qualify as
employees of the City, and any related costs or expenses, including but not limited to legal
fees and defense costs.

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6.05 The Contractor warrants and represents that all persons assigned to the performance of this
Contract shall be regular employees or independent contractors of the Contractor, unless
otherwise authorized by the City. The Contractor’s employees’ daily working hours while
working in or about a City of Detroit facility shall be the same as those worked by City
employees working in the facility, unless otherwise directed by the City.

6.06 The Contractor shall comply with and shall require its Associates to comply with all
security regulations and procedures in effect on the City’s premises.

6.07 The Contractor hereby waives any claim against the City and agrees not to hold the City
liable for any personal injury or property damage incurred by its Associates on this
Contract which is not held in a court of competent jurisdiction to be attributable to the gross
negligence of an employee of the City acting within the scope of their employment and
hereby agrees to hold the City harmless from any such claim by the Contractor's Associates.

6.08 The Contractor shall designate a project manager (“Project Manager”), acceptable to the
City, to be responsible for all aspects of the Services. The duties of the Project Manager
shall be:

(a) The Project Manager will coordinate its Associates’ work schedules and monitor
performance goals. The Project Manager will supervise the day-to-day activities
of its Associates. All Associates will report directly to the Project Manager
concerning all matters related to this Contract.

(b) The Project Manager will act as liaison between the Contractor and the City. Day-
to-day services to be performed by the Contractor will be done in cooperation with
the designated City representative.

(c) The Project Manager shall submit a written report monthly describing progress on
the work of the Contract (“Report”). The Report shall indicate which activities the
Contractor performed and which were performed by subcontractors. As part of the
Report, the Project Manager shall inform the City as soon as the following types of
conditions become known: (a) probable delays or adverse conditions which
materially affect the ability to attain objectives or prevent meeting the time
schedules, accompanied by a statement of any remedial actions taken or
contemplated by the Contractor; and (b) favorable developments or events which
enable attaining objectives or meeting time schedules sooner than anticipated. At
regular intervals, the Contractor's supervisors, higher than the Project Manager (if
any), will make checks and verifications on the Reports.

(d) The person designated as Project Manager may be changed by the Contractor upon
written notice of such change being sent to the City and upon the City’s approval
thereof.

6.09 In the absence of circumstances beyond its control, the Contractor agrees not to remove an
Associate who is acceptable to the City from work hereunder until this Contract is
terminated. Immediately upon receipt of written notification, the Contractor shall replace

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 any Associate, including the Project Manager, who, in the City’s sole opinion,
unsatisfactorily performs the Services hereunder, or who is unsatisfactory for the
performance of the Services hereunder, irrespective of any prior City approval.

6.10 In all cases in which an Associate must be replaced for any reason, the Contractor shall
supply an acceptable replacement as soon as possible, and agrees not to substitute a lower
classified or less qualified Associate to perform the Services without obtaining prior City
approval in writing. The Contractor will furnish such replacement on a no-charge basis for
that period of time necessary for any retraining or job orientation.

6.11 The Contractor agrees that neither it nor its employees will endeavor to influence the City's
employees to seek employment with the Contractor within the duration of this Contract
and shall not for a period of one (1) year thereafter employ any of the City's employees
without prior written approval from the City. Proof of such activity as determined by the
City may cause immediate termination of this Contract.

Article 7.
Compensation and Payment

7.01 The City agrees to pay the Contractor for the complete and proper performance of the
Services an amount not to exceed the sum listed in Appendix B, inclusive of any
reimbursable expenses, in the manner and at the rates set forth in Exhibit B. If reimbursable
expenses are to be provided, they shall be delineated in Exhibit B. Unless this Contract is
amended pursuant to Article 17, this amount shall be the entire compensation to which the
Contractor is entitled for the performance of Services under this Contract.

7.02 The City agrees to reimburse the Contractor for the reimbursable expenses identified in
Exhibit B that are actually incurred in connection with the proper performance of the
Services. Expenses outside the categories enumerated in Exhibit B shall not increase the
amount payable stated in Section 7.01, and shall not be reimbursed by the City unless such
charges are reasonable and are incurred after written approval is given by the City.

7.03 Payment for the proper performance of the Services shall be contingent upon receipt by the
City of accurate, complete and timely invoices from the Contractor and shall be made
within forty-five (45) days after receipt of a proper invoice which conforms to the
requirements of this Article 7.

7.04 Each invoice shall itemize, provide and confirm:

(a) The cost of all Services for the subject billing period;
(b) The total cost of the Services rendered to date;
(c) The date of each Service performed;
(d) The name of the person who performed the Service (each item should refer
to only one person);
(e) A brief description of the Service performed;
(f) The amount of time expended on performing the Service;
(g) Each expenditure or charge for which reimbursement is sought; and

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 (h) Copies of receipts for any Reimbursable Expenses for which payment or
reimbursement is being requested.

7.05 Invoices shall be submitted electronically each month and must be received by the City not
more than thirty (30) days after the close of the immediately preceding calendar month.
Invoices shall be submitted by E-mail to: AP-DWSD@detroitmi.gov

7.06 The City employee responsible for accepting performance under this Contract is:

DWSD Employee Name

Title
Department Name
Street Address
Detroit, MI 48xxx
Phone:
Email:

Article 8.
Maintenance and Audit of Records

8.01 The Contractor shall maintain full and complete Records reflecting all of its operations
related to this Contract. The Records shall be kept in accordance with generally accepted
accounting principles and maintained for a minimum of three (3) years after the Contract
completion date.

8.02 The City and any government-grantor agency providing funding under this Contract shall
have the right at any time without notice to examine and audit all Records and other
supporting data of the Contractor as the City or any agency deems necessary.

(a) The Contractor shall make all Records available for examination during normal
business hours at its Detroit offices, if any, or alternatively at its facility nearest
Detroit. The City and any government-grantor agency providing funds for the
Contract shall have this right of inspection. The Contractor shall provide copies of
all Records to the City or to any such government-grantor agency upon request.

(b) If in the course of such inspection the representative of the City or of another
government-grantor agency should note any deficiencies in the performance of the
Contractor's agreed upon performance or record-keeping practices, such
deficiencies will be reported to the Contractor in writing. The Contractor agrees to
promptly remedy and correct any such reported deficiencies within ten (10) days of
notification.

(c) Any costs disallowed as a result of an audit of the Records shall be repaid to the
City by the Contractor within thirty (30) days of notification or may be set off by
the City against any funds due and owing the Contractor, provided, however, that
the Contractor shall remain liable for any disallowed costs exceeding the amount
of the setoff.

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 (d) Each party shall pay its own audit costs. However, if the dollar amount of the total
disallowed costs, if any, exceeds three percent (3%) of the dollar amount of this
Contract, the Contractor shall pay the City's audit costs.

(e) Nothing contained in this Contract shall be construed or permitted to operate as any
restriction upon the powers granted to the Auditor General by the City Charter,
including but not limited to the powers to audit all accounts chargeable against the
City and to settle disputed claims.

8.03 The Contractor agrees to include the covenants contained in Sections 8.01 and 8.02 in any
contract it has with any subcontractor, consultant or agent whose services will be charged
directly or indirectly to the City for Services performed pursuant to this Contract.

Article 9.
Indemnity

9.01 The Contractor agrees to indemnify, defend, and hold the City harmless against and from
any and all liabilities, obligations, damages, penalties, claims, costs, charges, losses and
expenses (including, without limitation, fees and expenses for attorneys, expert witnesses
and other consultants) that may be imposed upon, incurred by, or asserted against the City
or its departments, officers, employees, or agents by reason of any of the following
occurring during the term of this Contract:

(a) Any negligent or tortious act, error, or omission attributable in whole or in part to
the Contractor or any of its Associates; and

(b) Any failure by the Contractor or any of its Associates to perform their obligations,
either express or implied, under this Contract; and

(c) Any and all injury to the person or property of an employee of the City where such
injury arises out of the Contractor’s or any of its Associates performance of this
Contract.

9.02 The Contractor shall examine all places where it will perform the Services in order to
determine whether such places are safe for the performance of the Services. The Contractor
undertakes and assumes all risk of dangerous conditions when not performing Services
inside City offices. The Contractor also agrees to waive and release any claim or liability
against the City for personal injury or property damage sustained by it or its Associates
while performing under this Contract on premises that are not owned by the City.

9.03 In the event any action shall be brought against the City by reason of any claim covered
under this Article 9, the Contractor, upon notice from the City, shall at its sole cost and
expense defend the same.

9.04 The Contractor agrees that it is the Contractor's responsibility and not the responsibility of
the City to safeguard the property that the Contractor or its Associates use while performing

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 this Contract. Further, the Contractor agrees to hold the City harmless for any loss of such
property used by any such person pursuant to the Contractor's performance under this
Contract.

9.05 The indemnification obligation under this Article 9 shall not be limited by any limitation
on the amount or type of damages, compensation, or benefits payable under workers'
compensation acts or other employee benefit acts.

9.06 The Contractor agrees that this Article 9 shall apply to all claims, whether litigated or not,
that may occur or arise between the Contractor or its Associates and the City and agrees to
indemnify, defend and hold the City harmless against any such claims.

Article 10.
Insurance

10.01 During the term of this Contract, the Contractor shall maintain the following insurance, at
a minimum and at its expense:

TYPE AMOUNT NOT LESS THAN

(a) Workers' Compensation Michigan Statutory minimum

(b) Employers' Liability $500,000 minimum each disease

$500,000 minimum each person
$500,000 minimum each accident

(c) Commercial General Liability $1,000,000 each occurrence

Insurance (Broad Form $2,000,000 aggregate
Comprehensive)

(d) Automobile Liability Insurance $1,000,000 combined single limit

(covering all owned, hired and for bodily injury and property damage
non-owned vehicles with
personal and property protection
insurance, including residual
liability insurance under Michigan
no fault insurance law)

(e) Professional Liability Insurance $1,000,000 each occurrence

(Errors and Omissions) $3,000,000 aggregate
10.02 The commercial general liability insurance policy shall include an endorsement naming the
"City of Detroit" as additional insured. The additional insured endorsement shall provide
coverage to the additional insured with respect to liability arising out of the named
insured’s ongoing work or operations performed for the additional insured under the terms
of this Contract. The commercial general liability policy shall state that the Contractor's
insurance is primary and non-contributory to any insurance already carried by the City of
Detroit and shall provide contractual liability insurance for all written contracts.

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10.03 Each policy shall contain a severability of interests or separation of insureds condition
which provides that the policy’s coverage is to apply separately to each insured against
whom a claim is made.

10.04 All insurance required by this Contract shall be written on an occurrence-based policy
form, if the same is commercially available.

10.05 The Commercial General Liability policy shall be endorsed to have the general aggregate
apply to the Services provided under this Contract only.

10.06 If during the term of this Contract changed conditions or other pertinent factors should, in
the reasonable judgment of the City, render inadequate the insurance limits, the Contractor
shall furnish on demand such additional coverage or types of coverage as may reasonably
be required under the circumstances. All such insurance shall be effected at the
Contractor's expense, under valid and enforceable policies, issued by insurers licensed to
conduct business in Michigan and that are otherwise acceptable to the City.

10.07 All insurance policies shall name the Contractor as the insured. Certificates of insurance
evidencing the coverage required by this Article 10 shall, in a form acceptable to the City,
be submitted to the City prior to the commencement of the Services and at least fifteen (15)
days prior to the expiration dates of expiring policies. In the event the Contractor receives
notice of any required policy cancellation, the Contractor shall immediately notify the City
of said cancellation in writing.

10.08 If any work is subcontracted in connection with this Contract, the Contractor shall require
each subcontractor to effect and maintain the types and limits of insurance set forth in this
Article 10 and shall require documentation of same, copies of which documentation shall
be promptly furnished the City.

10.09 The Contractor shall be responsible for payment of all deductibles contained in any
insurance required under this Contract. The provisions requiring the Contractor to carry
the insurance required under this Article 10 shall not be construed in any manner as waiving
or restricting the liability of the Contractor under this Contract.

Article 11.
Default and Termination

11.01 This Contract shall remain in full force and effect until the end of its term unless otherwise
terminated for cause or convenience according to the provisions of this Article 11.

11.02 The City reserves the right to terminate this Contract for cause. Cause is an event of
default.

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(a) An event of default shall occur if there is a material breach of this Contract, and
shall include the following:

(1) The Contractor fails to begin work in accordance with the terms of this
Contract; or

(2) The Contractor, in the judgment of the City, is unnecessarily, unreasonably,

or willfully delaying the performance and completion of the Work Product
or Services; or

(3) The Contractor ceases to perform under the Contract; or

(4) The City is of the opinion that the Services cannot be completed within the
time provided and that the delay is attributable to conditions within the
Contractor's control; or

(5) The Contractor, without just cause, reduces its work force on this Contract
to a number that would be insufficient, in the judgment of the City, to
complete the Services within a reasonable time, and the Contractor fails to
sufficiently increase such work force when directed to do so by the City; or

(6) The Contractor assigns, transfers, conveys or otherwise disposes of this

Contract in whole or in part without prior approval of the City; or

(7) Any City officer or employee acquires an interest in this Contract so as to

create a conflict of interest; or

(8) The Contractor violates any of the provisions of this Contract, or disregards
applicable laws, ordinances, permits, licenses, instructions or orders of the
City; or

(9) The performance of the Contract, in the sole judgment of the City, is
substandard, unprofessional, or faulty and not adequate to the demands of
the task to be performed; or

(10) The Contractor fails in any of the agreements set forth in this Contract; or

(11) The Contractor ceases to conduct business in the normal course; or

(12) The Contractor admits its inability to pay its debts generally as they become
due.

(b) If the City finds an event of default has occurred, the City may issue a Notice of
Termination for Cause setting forth the grounds for terminating the Contract. Upon
receiving a Notice of Termination for Cause, the Contractor shall have ten (10)
calendar days within which to cure such default. If the default is cured within said

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 ten (10) day period, the right of termination for such default shall cease. If the
default is not cured to the satisfaction of the City, this Contract shall terminate on
the thirtieth calendar day after the Contractor's receipt of the Notice of Termination
for Cause, unless the City, in writing, gives the Contractor additional time to cure
the default. If the default is not cured to the satisfaction of the City within the
additional time allowed for cure, this Contract shall terminate for cause at the end
of the extended cure period.

(c) If, after issuing a Notice of Termination for Cause, the City determines that the
Contractor was not in default, the rights and obligations of the parties shall be the
same as if the Notice of Termination had been issued as a Notice of Termination
for Convenience. Alternatively, in the City’s discretion, the Notice of Termination
for Cause may be withdrawn and the Contract, if terminated, may be reinstated.

(d) The Contractor shall be liable to the City for any damages it sustains by virtue of
the Contractor's breach or any reasonable costs the City might incur in enforcing or
attempting to enforce this Contract. Such costs shall include reasonable fees and
expenses for attorneys, expert witnesses and other consultants. However, if the
Contractor makes a written offer prior to the initiation of litigation or arbitration,
then the City shall not be entitled to such attorney fees unless the City declines the
offer and obtains a verdict or judgment for an amount more than ten percent (10%)
above the amount of the Contractor's last written offer prior to the initiation of
litigation or arbitration. The City may withhold any payment(s) to the Contractor,
in an amount not to exceed the amount claimed in good faith by the City to represent
its damages, for the purpose of setoff until such time as the exact amount of
damages due to the City from the Contractor is determined. It is expressly
understood that the Contractor shall remain liable for any damages the City sustains
in excess of any setoff.

(e) The City's remedies outlined in this Article 11 shall be in addition to any and all
other legal or equitable remedies permissible.

11.03 The City shall have the right to terminate this Contract at any time at its convenience by
giving the Contractor five (5) business days written Notice of Termination for
Convenience. As of the effective date of the termination, the City will be obligated to pay
the Contractor the following: (a) the fees or commissions for Services completed and
accepted in accordance with Exhibit A in the amounts provided for in Exhibit B; (b) the
fees for Services performed but not completed prior to the date of termination in accordance
with Exhibit A in the amounts set forth in the Contractor’s rate schedule as provided in
Exhibit B; and (c) the Contractor's costs and expenses incurred prior to the date of the
termination for items that are identified in Exhibit B. The amount due to the Contractor
shall be reduced by payments already paid to the Contractor by the City. In no event shall
the City pay the Contractor more than maximum price, if one is stated, of this Contract.

11.04 After receiving a Notice of Termination for Cause or Convenience, and except as otherwise
directed by the City, the Contractor shall:

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 (a) Stop work under the Contract on the date and to the extent specified in the Notice
of Termination;

(b) Obligate no additional Contract funds for payroll costs and other costs beyond such
date as the City shall specify, and place no further orders on subcontracts for
material, services, or facilities, except as may be necessary for completion of such
portion of the Services under this Contract as is not terminated;

(c) Terminate all orders and subcontracts to the extent that they relate to the portion of
the Services terminated pursuant to the Notice of Termination;

(d) Preserve all Records and submit to the City such Records and reports as the City
shall specify, and furnish to the City an inventory of all furnishings, equipment, and
other property purchased for the Contract, if any, and carry out such directives as
the City may issue concerning the safeguarding or disposition of files and property;
and

(e) Submit within thirty (30) days a final report of receipts and expenditures of funds
relating to this Contract, and a list of all creditors, subcontractors, lessors and other
parties, if any, to whom the Contractor has become financially obligated pursuant
to this Contract.

11.05 After termination of the Contract, each party shall have the duty to assist the other party in
the orderly termination of this Contract and the transfer of all rights and duties arising under
the Contract, as may be necessary for the orderly, un-disrupted continuation of the business
of each party.

Article 12.
Assignment

12.01 The Contractor shall not assign, transfer, convey or otherwise dispose of any interest
whatsoever in this Contract without the prior written consent of the City; however, claims
for money due or to become due to the Contractor may be assigned to a financial institution
without such approval. Notice of any assignment to a financial institution or transfer of
such claims of money due or to become due shall be furnished promptly to the City. If the
Contractor assigns all or any part of any monies due or to become due under this Contract,
the instrument of assignment shall contain a clause stating that the right of the assignee to
any monies due or to become due shall be subject to prior liens of all persons, firms, and
corporations for Services rendered or materials supplied for the performance of the
Services called for in this Contract.

12.02 The City, through its DWSD, shall be permitted to assign this Contract to any successor in
interest without the prior consent of the Contractor. Thereafter, and as soon as practicable,
the City shall provide written notice to Contractor of the assignment.

Article 13.
Subcontracting

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13.01 None of the Services covered by this Contract shall be subcontracted without the prior
written approval of the City and, if required, any grantor agency. The City reserves the
right to withhold approval of subcontracting such portions of the Services where the City
determines that such subcontracting is not in the City's best interests.

13.02 Each subcontract entered into shall provide that the provisions of this Contract shall apply
to the subcontractor and its Associates in all respects. The Contractor agrees to bind each
subcontractor and each subcontractor shall agree to be bound by the terms of the Contract
insofar as applicable to the work or services performed by that subcontractor.

13.03 The Contractor and the subcontractor jointly and severally agree that no approval by the
City of any proposed subcontractor, nor any subcontract, nor anything in the Contract, shall
create or be deemed to create any rights in favor of a subcontractor and against the City,
nor shall it be deemed or construed to impose upon the City any obligation, liability or duty
to a subcontractor, or to create any contractual relation whatsoever between a subcontractor
and the City.

13.04 The provisions contained in this Article 13 shall apply to subcontracting by a subcontractor
of any portion of the work or services included in an approved subcontract.

13.05 The Contractor agrees to indemnify, defend, and hold the City harmless against any claims
initiated against the City pursuant to any subcontracts the Contractor enters into in
performance of this Contract. The City's approval of any subcontractor shall not relieve
the Contractor of any of its responsibilities, duties and liabilities under this Contract. The
Contractor shall be solely responsible to the City for the acts or defaults of its
subcontractors and of each subcontractor's Associates, each of whom shall for this purpose
be deemed to be the agent or employee of the Contractor.

Article 14.
Conflict of Interest

14.01 The Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, that would conflict in any manner or degree with the performance of the
Services under this Contract. The Contractor further covenants that in the performance of
this Contract no person having any such interest shall be employed by it.

14.02 The Contractor further covenants that no officer, agent, or employee of the City and no
other public official who exercises any functions or responsibilities in the review or
approval of the undertaking or performance of this Contract has any personal or financial
interest, direct or indirect, in this Contract or in its proceeds, whether such interest arises
by way of a corporate entity, partnership, or otherwise.

14.03 The Contractor warrants (a) that it has not employed and will not employ any person to
solicit or secure this Contract upon any agreement or arrangement for payment of a
commission, percentage, brokerage fee, or contingent fee, other than bona fide employees
working solely for the Contractor either directly or indirectly, and (b) that if this warranty

16
 is breached, the City may, at its option, terminate this Contract without penalty, liability or
obligation, or may, at its option, deduct from any amounts owed to the Contractor under
this Contract any portion of any such commission, percentage, brokerage, or contingent
fee.

14.04 The Contractor covenants not to employ an employee of the City for a period of one (1)
year after the date of termination of this Contract without written City approval.

Article 15.
Confidential Information

15.01 In order that the Contractor may effectively fulfill its covenants and obligations under this
Contract, it may be necessary or desirable for the City to disclose confidential and
proprietary information to the Contractor or its Associates pertaining to the City's past,
present and future activities. Since it is difficult to separate confidential and proprietary
information from that which is not, the Contractor shall regard, and shall instruct its
Associates to regard, all information gained as confidential and such information shall not
be disclosed to any organization or individual without the prior consent of the City. The
above obligation shall not apply to information already in the public domain or information
required to be disclosed by a court order.

15.02 The Contractor agrees to take appropriate action with respect to its Associates to ensure
that the foregoing obligations of non-use and non-disclosure of confidential information
shall be fully satisfied.
Article 16.
Compliance with Laws

16.01 The Contractor shall comply with and shall require its Associates to comply with all
applicable federal, state and local laws.

16.02 The Contractor shall hold the City harmless with respect to any damages arising from any
violation of law by it or its Associates. The Contractor shall commit no trespass on any
public or private property in performing any of the Services encompassed by this Contract.
The Contractor shall require as part of any subcontract that the subcontractor comply with
all applicable laws and regulations.

Article 17.
Amendments

17.01 The City may consider it in its best interest to change, modify or extend a covenant, term
or condition of this Contract or require the Contractor to perform additional Services that
are not contained within the Scope of Services as set forth in Exhibit A. Any such change,
addition, deletion, extension or modification of Services may require that the compensation
paid to the Contractor by the City be proportionately adjusted, either increased or
decreased, to reflect such modification. If the City and the Contractor mutually agree to
any changes or modification of this Contract, the modification shall be incorporated into
this Contract by written amendment.

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17.02 Compensation shall not be modified unless there is a corresponding modification in the
Services sufficient to justify such an adjustment. If there is any dispute as to compensation,
the Contractor shall continue to perform the Services under this Contract until the dispute
is resolved.

17.03 No amendment to this Contract shall be effective and binding upon the parties unless it
expressly makes reference to this Contract, is in writing, is signed and acknowledged by
duly authorized representatives of both parties, and is approved by the City as set forth in
Section 4.01.

17.04 The City shall not be bound by Unauthorized Acts of its employees, agents, or
representatives with regard to any dealings with the Contractor and any of its Associates.

Article 18.
Fair Employment Practices

18.01 The Contractor shall comply with, and shall require any subcontractor to comply with, all
federal, state and local laws governing fair employment practices and equal employment
opportunities.

18.02 The Contractor agrees that it shall, at the point in time it solicits any subcontract, notify the
potential subcontractor of their joint obligations relative to non-discrimination under this
Contract, and shall include the provisions of this Article 18 in any subcontract, as well as
provide the City a copy of any subcontract upon request.

18.03 Breach of the terms and conditions of this Article 18 shall constitute a material breach of
this Contract and may be governed by the provisions of Article 11, "Default and
Termination."

Article 19.
Notices

19.01 All notices, consents, approvals, requests and other communications ("Notices") required
or permitted under this Contract shall be given in writing, mailed by postage prepaid,
certified or registered first-class mail, return receipt requested, and addressed as follows:

If to DWSD on behalf of the City:

Director
Detroit Water and Sewerage Department
735 Randolph Street
Detroit, Michigan 48226
Attention:

If to the Contractor:

18
 Company Name
Street Address
Attn:
Phone:
Email:

19.02 All Notices shall be deemed given on the day of mailing. Either party to this Contract may
change its address for the receipt of Notices at any time by giving notice of the address
change to the other party. Any Notice given by a party to this Contract must be signed by
an authorized representative of such party.

19.03 The Contractor agrees that service of process at the address and in the manner specified in
this Article 19 shall be sufficient to put the Contractor on notice of such action and waives
any and all claims relative to such notice.

Article 20.
Proprietary Rights and Indemnity

20.01 The Contractor shall not relinquish any proprietary rights in its intellectual property
(copyright, patent, and trademark), trade secrets or confidential information as a result of
the Services provided under this Contract. Any Work Product provided to the City under
this Contract shall not include the Contractor’s proprietary rights, except to the extent
licensed to the City.

20.02 The City shall not relinquish any of its proprietary rights, including, but not limited to, its
data, privileged or confidential information, or methods and procedures, as a result of the
Services provided under this Contract.

20.03 The parties acknowledge that should the performance of this Contract result in the
development of new proprietary and secret concepts, methods, techniques, processes,
adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said
Discoveries do not include modifications, enhancements, configurations, translations,
derivative works, and interfaces from the Contractor’s intellectual property, trade secrets
or confidential information, said Discoveries shall be deemed “Work(s) for Hire” and shall
be promptly reported to the City and shall belong solely and exclusively to the City without
regard to their origin, and the Contractor shall not, other than in the performance of this
Contract, make use of or disclose said Discoveries to anyone. At the City's request, the
Contractor shall execute all documents and papers and shall furnish all reasonable
assistance requested in order to establish in the City all right, title and interest in said
Discoveries or to enable the City to apply for United States patents or copyrights for said
Discoveries, if the City elects to do so.

20.04 Any Work Product provided by the Contractor to the City under this Contract shall not be
disclosed, published, copyrighted or patented, in whole or in part, by the Contractor. The
right to the copyright or patent in such Work Product shall rest exclusively in the City.
Further, the City shall have unrestricted and exclusive authority to publish, disclose,
distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product

19
 is prepared for publication, it shall carry the following notation on the front cover or title
page: "This document was prepared for, and is the exclusive property of, the City of
Detroit, Michigan, a municipal corporation."

20.05 The Contractor warrants that the performance of this Contract shall not infringe upon or
violate any patent, copyright, trademark, trade secret or proprietary right of any third party.
In the event of any legal action related to the above obligations of the Contractor filed by
a third party against the City, the Contractor shall, at its sole expense, indemnify, defend
and hold the City harmless against any loss, cost, expense or liability arising out of such
claim, whether or not such claim is successful.

20.06 The making of payments, including partial payments by the City to the Contractor, shall
vest in the City title to, and the right to take possession of, all Work Product produced by
the Contractor up to the time of such payments, and the City shall have the right to use said
Work Product for public purposes without further compensation to the Contractor or to any
other person.

20.07 Upon the completion or other termination of this Contract, all finished or unfinished Work
Product prepared by the Contractor shall, at the option of the City, become the City's sole
and exclusive property whether or not in the Contractor's possession. Such Work Product
shall be free from any claim or retention of rights on the part of the Contractor and shall
promptly be delivered to the City upon the City's request. The City shall return all of the
Contractor's property to it. The Contractor acknowledges that any intentional failure or
unreasonable delay on its part to deliver the Work Product to the City will cause irreparable
harm to the City not adequately compensable in damages and for which the City has no
adequate remedy at law. The Contractor accordingly agrees that the City may in such event
seek and obtain injunctive relief in a court of competent jurisdiction to compel delivery of
the Work Product, to which injunctive relief the Contractor consents, as well as seek and
obtain all applicable damages and costs. The City shall have full and unrestricted use of
the Work Product for the purpose of completing the Services.

Article 21.
Force Majeure

21.01 No failure or delay in performance of this Contract, by either party, shall be deemed to be
a breach thereof when such failure or delay is caused by a force majeure event including,
but not limited to, any Act of God, strikes, lockouts, wars, acts of terrorism, riots,
epidemics, explosions, sabotage, breakage or accident to equipment, the binding order of
any court or governmental authority, or any other cause, whether of the kind herein
enumerated or otherwise, not within the control of a party. In the event of a dispute
between the parties with regard to what constitutes a force majeure event, the City’s
reasonable determination shall be controlling.

20
 Article 22.
Waiver

22.01 The City shall not be deemed to have waived any of its rights under this Contract unless
such waiver is in writing and signed by the City.

22.02 No delay or omission on the part of the City in exercising any right shall operate as a waiver
of such right or any other right. A waiver on any one (1) occasion shall not be construed
as a waiver of any right on any future occasion.

22.03 No failure by the City to insist upon the strict performance of any covenant, agreement,
term or condition of this Contract or to exercise any right, term or remedy consequent upon
its breach shall constitute a waiver of such covenant, agreement, term, condition, or breach.

Article 23.
Miscellaneous

23.01 If any provision of this Contract or its application to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Contract shall not be affected
and shall remain valid and enforceable to the fullest extent permitted by law.

23.02 This Contract contains the entire agreement between the parties and all prior negotiations
and agreements are merged into this Contract. Neither the City nor the City's agents have
made any representations except those expressly set forth in this Contract, and no rights or
remedies are, or shall be, acquired by the Contractor by implication or otherwise unless
expressly set forth in this Contract. The Contractor waives any defense it may have to the
validity of the execution of this Contract.

23.03 Unless the context otherwise expressly requires, the words "herein," "hereof," and
"hereunder," and other words of similar import, refer to this Contract as a whole and not to
any particular section or subdivision.

23.04 The headings of the sections of this Contract are for convenience only and shall not be used
to construe or interpret the scope or intent of this Contract or in any way affect the same.

23.05 This Contract and all actions arising under it shall be governed by, subject to, and construed
according to the law of the State of Michigan. The Contractor consents and submits to the
exclusive personal jurisdiction of any state or federal court of competent jurisdiction in
Wayne County, Michigan, for any action arising out of this Contract. The Contractor also
agrees that it shall not commence any action against the City because of any matter
whatsoever arising out of or relating to the validity, construction, interpretation and
enforcement of this Contract in any state or federal court of competent jurisdiction other
than one in Wayne County, Michigan.

23.06 If any Associate of the Contractor shall take any action that, if done by a party, would
constitute a breach of this Contract, the same shall be deemed a breach by the Contractor.

21
23.07 The rights and remedies set forth in this Contract are not exclusive and are in addition to
any of the rights or remedies provided by law or equity.

23.08 For purpose of the hold harmless and indemnity provisions contained in this Contract, the
term "City" shall be deemed to include the City of Detroit and all other associated,
affiliated, allied or subsidiary entities or commissions, now existing or subsequently
created, and their officers, agents, representatives, and employees.

23.09 The Contractor covenants that it is not, and shall not become, in arrears to the City upon
any contract, debt, or other obligation to the City including, without limitation, real
property, personal property and income taxes, and water, sewage or other utility bills.

23.10 This Contract may be executed in any number of originals, any one of which shall be
deemed an accurate representation of this Contract. Promptly after the execution of this
Contract, the City shall provide a copy to the Contractor.

23.11 As used in this Contract, the singular shall include the plural, the plural shall include the
singular, and a reference to either gender shall be applicable to both.

23.12 The rights and benefits under this Contract shall inure to the City of Detroit and its agents,
successors, and assigns.

23.13 The City shall have the right to recover by setoff from any payment owed to the Contractor
all delinquent withholding, income, corporate and property taxes owed to the City by the
Contractor, any amounts owed to the City by the Contractor under this Contract or other
contracts, and any other debt owed to the City by the Contractor.
(Signatures appear on next page)

22
 The City and the Contractor, by and through their duly authorized officers and
representatives, have executed this Contract as follows:

CONTRACTOR NAME:

By:
Signature

Print Name

Its:
Title

City of Detroit:

By:
Gary Brown
Its: Director, Water and Sewerage Department

Dated: ____________________________________

APPROVED BY
BOARD OF WATER COMMISSIONERS ON:

________N/A or Date of BOWC Meeting___

Date

APPROVED AS TO FORM BY DWSD

GENERAL COUNSEL:

________________________________________
General Counsel Date

23
 EXHIBIT A

SCOPE OF SERVICES

I. Contract Term

The term of this Contract shall begin on Month Day, Year and shall terminate on Month
Day, Year. The Contractor shall commence performance of this Contract upon receipt of a
written “Notice to Proceed” from the City and in the manner specified in the Notice to Proceed.

II. Services to be Performed

(End Exhibit A)

24
 EXHIBIT B

FEE SCHEDULE

I. General

The Contractor shall be paid for those Services performed pursuant to this Contract,
inclusive of all reimbursable expenses, an amount not to exceed the sum of SPELL OUT DOLLAR
AMOUNT and 00/100 Dollars ($0.00) in accordance with the terms and conditions of this
Contract.

(End Exhibit B)

25
 CITY ACKNOWLEDGMENT

STATE OF MICHIGAN )
)SS.
COUNTY OF WAYNE )

The foregoing contract was acknowledged before me the ________ day of ______________,

20________, by Gary Brown, the Director of the Detroit Water and Sewerage Department,

on behalf of the City.

Signature

Notary Public, County of

State of

My commission expires

26
 CORPORATE ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the______day of_______________,

20_____, by ___________________________________________________________________,
(name of person who signed the contract)

the___________________________________________________________________________,
(title of person who signed the contract as it appears on the contract)

of ___________________________________________________________________________,
(complete name of the corporation)

on behalf of the Corporation.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

27
 LIMITED LIABILITY COMPANY
ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the_____day of_______________ ,

20 ___, by ____________________________________________________________________,
(name of person who signed the contract)
the___________________________________________________________________________,
(title of person who signed the contract as it appears on the contract)

of ___________________________________________________________________________,
(complete name of the limited liability company)

on behalf of the limited liability company.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

28
 PARTNERSHIP
ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the_____day of_______________ ,

20 ___, by ____________________________________________________________________,
(name of person who signed the contract)

the___________________________________________________________________________,
(title of person who signed the contract as it appears on the contract)

of ___________________________________________________________________________,
(complete name of the partnership)

on behalf of the partnership.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

29
 UNINCORPORATED ASSOCIATION
ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the_____day of_______________ ,

20 ___, by ____________________________________________________________________,
(name of person who signed the contract)

the___________________________________________________________________________,
(title of person who signed the contract as it appears on the contract)

of ___________________________________________________________________________,
(complete name of the unincorporated association)

on behalf of the unincorporated association.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

30
 SOLE PROPRIETOR ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the_____day of_______________ ,

20 ___, by ____________________________________________________________________,
(name of person who signed the contract)

to me known to be the person described in and who executed the foregoing instrument and

acknowledged that he (she) executed the same as his (her) free and voluntary act and deed.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

31
 INDIVIDUAL ACKNOWLEDGMENT

STATE OF ______________ )
)SS.
COUNTY OF ____________ )

The foregoing contract was acknowledged before me the_____day of_______________ ,

20 ___, by ____________________________________________________________________,
(name of person who signed the contract)

to me known to be the person described in and who executed the foregoing instrument and

acknowledged that he (she) executed the same as his (her) free and voluntary act and deed.

_____________________________________
Signature

Notary Public, County of ________________

State of ______________________________

My commission expires: ________________

32
 CORPORATION CERTIFICATE OF AUTHORITY

I, ___________________________________________________, Corporate Secretary of

(name of corporate secretary)

________________________________________________, a ___________________________
(complete name of corporation) (state of incorporation)

_______________________corporation (the "Corporation"), DO HEREBY CERTIFY that the

(non-profit or for profit)

following is a true and correct excerpt from the minutes of the meeting of the Board of

Directors duly called and held on ________________, and that the same is now in full force and
(date of meeting)
effect:

"RESOLVED, that the Chairman, the President, each Vice President, the
Treasurer, and the Secretary and each of them, is authorized to execute and
deliver, in the name of and on behalf of the Corporation and under its
corporate seal or otherwise, any agreement or other instrument or document
('Contract') in connection with any matter or transaction that shall have been
duly approved; and the execution and delivery of any Contract by any of
the aforementioned officers shall be conclusive evidence of such approval."

FURTHER, I CERTIFY that ____________________________________ is Chairman,

___________________________________________________________________ is President,
_________________________________________________________ is (are) Vice President(s),
___________________________________________________________________ is Treasurer,
___________________________________________________________________ is Secretary,
________________________________________________________ is Executive Director, and
__________________________________________________ is _________________________.

FURTHER, I CERTIFY that any of the aforementioned officers or employees of the

Corporation are authorized to execute and commit the Corporation to the conditions, obligations,
stipulations and undertakings contained in Contract No.___________between the City and the
above-referenced Corporation and that all necessary corporate approvals have been obtained in
relationship thereto.

IN WITNESS THEREOF, I have set my hand this ___day of_______________, 20___.

CORPORATE SEAL
(if any)

____________________________________
Corporation Secretary
 LIMITED LIABILITY COMPANY
CERTIFICATE OF AUTHORITY

I,_________________________________________________, a Manager or Member of

(name of manager)
______________________________ , L.L.C., a limited liability company (the "Company"), DO
(name of company)

HEREBY CERTIFY that I am a Manager or Member of the Company who has the authority to
act as an agent of the Company in executing this Certificate of Authority. I further certify that the
following individuals are Managers or Members of the Company who have the authority to execute
and commit the Company to the conditions, obligations, stipulations and undertakings contained
in Contract No. ________________ between the City and the Company:

____________________________________ ___________________________________

____________________________________ ___________________________________

____________________________________ ___________________________________

____________________________________ ___________________________________

FURTHER, I CERTIFY that all necessary approvals by the Managers or Members of the
Company have been obtained with respect to the execution of said Contract.

IN WITNESS THEREOF, I have set my hand this ___ day of______________, 20 ___.

COMPANY SEAL
(if any)

___________________________________
Manager or Member
 PARTNERSHIP
CERTIFICATE OF AUTHORITY

I,________________________, a General Partner in_____________________________,

(name of general partner) (complete name of partnership)
a_____________________County, _______________________Partnership (the "Partnership")
(county of registration) (state in which county lies)

DO HEREBY CERTIFY that I am a General Partner in the Partnership formulated pursuant to

a Partnership Agreement dated _____________________, and that the following is a true and
(date of meeting)
correct excerpt from the minutes of the meeting of the General Partnership held on

____________________________________, and that the same is now in full force and effect:

"RESOLVED, that each General Partner is authorized to execute and deliver, in the
name and on behalf of the Partnership, any agreement or other instrument or
document ('Contract') in connection with any matter or transaction that shall have
been duly approved; and the execution and delivery of any Contract by a general
partner shall be conclusive evidence of such approval."

FURTHER, I CERTIFY that the following persons are General Partners:

____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________

FURTHER, I CERTIFY that any of the aforementioned General Partners of the

Partnership are authorized to execute and commit the Partnership to the conditions, obligations,
stipulations and undertakings contained in Contract No._________________between the City and
the above-referenced partnership and that all necessary approvals have been obtained in
relationship thereto.

IN WITNESS THEREOF, I have set my hand this _____day of ____________, 20 ___.

PARTNERSHIP SEAL
(if any)
________________________________
General Partner
 UNINCORPORATED ASSOCIATION
CERTIFICATE OF AUTHORITY

I,____________________________, Secretary of ______________________________ ,

(name of association secretary) (complete name of association)

an unincorporated association (the "Association"), DO HEREBY CERTIFY that the following

is a true and correct excerpt from the minutes of the meeting of the Board of Directors duly
called and held on ______________________, and that the same is now in full force and effect:
(date of meeting)

"RESOLVED, that the Chairman, the President, each Vice President, the Treasurer,
and the Secretary and each of them, is authorized to execute and deliver, in the
name of and on behalf of the Association and under its Association seal or
otherwise, any agreement or other instrument or document ('Contract') in
connection with any matter or transaction that shall have been duly approved; and
the execution and delivery of any Contract by any of the aforementioned officers
shall be conclusive evidence of such approval."

FURTHER, I CERTIFY that _________________________ is Chairman,

________________________________________________________ is President,
________________________________________________________ is (are) Vice President(s),
________________________________________________________ is Treasurer,
________________________________________________________ is Secretary,
________________________________________________________ is Executive Director, and
________________________________________________________ is ___________________

FURTHER, I CERTIFY that any of the aforementioned officers of the Association are
authorized to execute or guarantee and commit the Association to the conditions, obligations,
stipulations, and undertakings contained in Contract No. ______________ between the City and
the above-referenced Association and that all necessary Association approvals have been obtained
in relationship thereto.

IN WITNESS THEREOF, I have set my hand this _____day of _____________ 20, __.
ASSOCIATION SEAL
(if any)
____________________________________
Association Secretary