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DOLORES BENGSTON AQUATIC CENTER PLEASANTON, CA 7.2 SUSPENSION OR WORK OR TERMINATION: Termination, suspension or abandonment. This agreement may be terminated without cause by CLIENT upon not Tess than seven (7) day's written notice. If the project is suspended for more than 30 consecutive days, the CONSULTANT shall be compensated for services performed prior to suspension. The agreement may be terminated for cause by CONSULTANT. Failure of CLIENT to make payment when due is grounds for suspension of services and with notice termination of contract. The CONSULTANT shall have no liability to the CLIENT for delay or damage caused because of suspension of services or termination or abandonment if done for cause. 7.3 ASSIGNMENT; this agreement and any rights or deliverables hereunder, may not be assigned or transferred without express written consent of both CLIENT & CONSULTANT. 7.4 INTEGRATION; This Agreement represents the entire and integrated agreement between the CLIENT & CONSULTANT and supersedes all prior negotiations, representations either written or oral and may be amended only in writing and signed by both parties thereto. 7.5 THIRD PARTIES; nothing in this agreement creates a contractual relationship with, or a cause of action with any third party. 7.6 HAZARDOUS MATERIALS; the CONSULTANT has no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to hazardous materials that may exist on the project site. Including (asbestos, PCB's, lead or other toxic substances). 7.7 COST ESTIMATES; every attempt will be made by CONSULTANT to ensure that bidding process renders a project within budget. However, it is understood that the CONSULTANT has no real control over the marketplace and is therefore not responsible for any lack of competition or failure to predict the nature of the marketplace during the bid process. 7.8 COLLECTION: Should attorney's fees be required in order to collect any amounts agreed, the cost of fee collection shall be borne by the CLIENT in addition to amounts owed. Amounts due over 30 days shall compound interest at 12% annually. 7.9 DISPUTED INVOICES: If CLIENT objects to any portion of an invoice, the CONSULTANT shall be so notified within ten (10) working days of the receipt of the invoice. The specific cause of the objection shall be identified and the remainder of the invoice not in dispute shall be paid when due. Disputed amounts resolved in the CONSULTANTS favor shall be compensated per Section 7.10 7.10 INDEMNIFICATION: INDEMNIFICATION: To the full extent permitted by law, (S.B. 972 modifications to Civil Code Section 2782.8 in effect on January 1, 2011 shall be in effect as a part of this agreement) except as modified and herein stipulated, CONSULTANT shall defend, indemnify and hold harmless, the City of Pleasanton, its officers, agents, and employees, from any and all losses, injuries, liability, claims, damages, actions and expenses, including costs and attorney's fees, for injury to, or death of any person or damage to any property that is alleged to have been caused by, pertains to, or is related to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT'S insurance coverage and therefore the extent of this indemnity extends no coverage for that part of any loss attributable to the CLIENT'S own negligence or the negligence of others. The CLIENT shall have the right to approve counsel employed to defend, such approval shall not be unreasonably withheld. The limit on this indemnification shall extend for a year after the CLIENT takes occupancy of "the work." 7.11 ELECTRONIC FILES; Communication and information transfer is being conducted for this project in electronic form, to include e-mail and PDF protocol transfers. CADD and Word processing files are not the basis for file transfer. Adobe Acrobat latest edition is assumed to be owned by both parties. Transfer of files to Owner is in no way deemed a sale or transfer to the CLIENT and CONSULTANT makes no warranties, either express or implied. CONSULTANT shall not be liable for indirect or consequential damages as a result of the CLIENT'S use or reuse of electronic files. 7.12 REFERENCES: Reference is herein given to AIA Standard Documents B101 & A201 from which terms and conditions are to be defined. Alai o P &, 41QufTI(S Page 6 of 8