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SECTION X - NOTICES Ail notices, certificates, reports, requests, demands, materials and any other communications hereunder or pursuant to any WORK ORDER shall be in writing and deemed to have been duly given (i) upon delivery (personally, by courier service such as FedEx or by other messenger) to the address of the appropriate party's designated representative as set forth in the applicable WORK ORDER; or (ii) upon receipt as evidenced by the appropriate form of the United States Postal Service after mailing by United States registered or certified mail, return receipt requested, postage prepaid to such address; or (iii) upon mailing if such registered or certified mail is refused by the recipient or returned unclaimed to the sender. SECTION XI - PROHIBITION AGAINST CONTINGENT FEES In accordance with Section 287.055(6)(a), Florida Statutes, PROFESSIONAL warrants that PROFESSIONAL has not employed or retained any company or person, other than a bona fide employee working solely for PROFESSIONAL, to solicit or secure this MASTER AGREEMENT or any WORK ORDER hereunder and that PROFESSIONAL has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for PROFESSIONAL, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this MASTER AGREEMENT or any WORK ORDER hereunder. For breach or violation of this provision, CITY shall have the right to terminate this MASTER AGREEMENT and any WORK ORDER hereunder without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. SECTION XII - REMEDIES Any remedies provided in this MAS 1 E1& AGREEMENT or any WORK ORDER shall be deemed cumulative and additional and are not in lieu of or exclusive of each other or of any other rights or remedies any party hereto otherwise has by law, equity or statute. In any action arising under this MASTER AGREEMENT or any WORK ORDER issued hereunder, the prevailing party is entitled to recover a reasonable fee for the services of the prevailing party's attorney through trial and appeal, in an amount to be determined by the court, together with the prevailing party's costs of the action. In the event each party shall partially prevail in such action, costs and reasonable attorneys' fees shall be equitably apportioned between the parties by the court. SECTION XIII — RIGHT OF DECISION PROFESSIONAL shall perform all project services and work to the satisfaction of the Director of CITY's Department having authority over the prosecution of the work contemplated by the WORK ORDER, which Director shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this MASTER AGREEMENT and the subject WORK ORDER and according to the prosecution and fulfillment of the services and work there under, and the character, quality, amount and value of such services and work. Such Director's decision upon all claims, questions and disputes shall be final, conclusive and binding upon the parties. In the event that PROFESSIONAL disputes a decision of such Director upon any, matter, PROFESSIONAL shall appeal the disputed decision in the manner provided in the Code of Ordinances of the City of Vero Beach or such dispute shall be deemed waived. G:\Pending Agreements\Vero Beach\Prof Services MasterAgmt PRMG 140 -14 -JO 11 3 14.doc Page 13 of 16 259