WE ARE ALL COGS IN THE WHEEL OF PROGRESS

Professional Consulting ServicesKC Sports Marketing Management

Submitted by: MJA Consulting, LLC

2031 EDGEWOOD DRIVE, SUITE #1 Phone: 863-668-9009LAKELAND, FLORIDA 33803 Fax: 863-668-8198

Cell: 863-287-8658Contact Person: Michael Joachim

mjaplan@mjaplan.com

Services

MJA Consulting LLC offers a full range of Urban Planning, Real Estate, Urban Design and GIS services with specialized expertise in Tourism and Recreation Planning. The services we propose to deliver to KC Sports Marketing Management would include:

Real Estate Services

Market Research: Psychographics, Geographic and Demographic analysis using Geographic Information Systems (GIS).

Site location based upon GIS analysis. Real estate purchase and negations

Urban Planning and Urban Design Services

Public Involvement Plan and Planning Charette

Raceway Park Feasibility based upon County Comprehensive Plano Location and Accessibilityo Access and Amenitieso Site Development Optionso Pro forma

o Infrastructure and Utilities Concurrency Water Service Sewer Service Stormwater service Telecommunications Power Emergency Services Traffic Solid Waste

Master Planning Serviceso Context

Location Contextual Setting Adjacent Uses Relevant Plans and Policies (Federal, State, County, City, Special

Area Plans)o Proposed Regulatory Amendments

Country Comprehensive Amendments Zoning amendments Special Area Plan

o Project components Key Facilities Water Service Sewer Service Stormwater service Telecommunications Power Emergency Services Traffic Solid Waste

o Land Use and Design specifications Permitted Use Intensity Thresholds Design Characteristics Architecture Landscape and Water Features Programmable Space Lighting Signage and Wayfinding Grading and Drainage

o Operations Typical Racing Season and Events Synchronic Operations Hours of Operations Operational Requirement

Environmental Impact Reporting and Mitigation Monitoring Plano Implementation

Development Plan and Administrative permitting Other Necessary Approvals Construction Approach and Schedules Master Plan Adjustments and Amendments

Tourism and Recreation Planning

Market Researcho Determine the level of potential market demand (niches and target

markets) for Motorsports Park and recreational facilities, on the basis of potential market position, competition, unsatisfied demand segments, support services, site location, appropriate mix and sizing of facilities and other factors Identify and assess the market demand segments using Visitor Activity Management Process (VAMP) and Recreational Opportunity Spectrum (ROS).

o Assess the potential tourism program level of market using tools such as Limits of acceptable Change (LAC), Visitor Impact Monitoring (VIM) and Tourism Optimization Management Modeling (TOMM)

Facility Componentso Recommend the facility needs for the proposed Motorsports Park, on the

basis of the potential market support, support services, and competition. Benchmarking

o Research, survey and develop a comparative analysis of potential Sponsorship, Financial, Operating and Marketing policies of other similar public facilities that would be competitive with or comparable to the proposed Master Plan.

Financial analysis o Comparative model of potential financial operating and marketing of

similar public facilities that is competitive with or comparable to the proposed Master Plan

A Polk county based firm since 1993, Michael Joachim and Associates employs a staff of nine full time and part time staff, urban planners, urban designers, park and tourism planners GIS specialists and support personnel. We provide services from planning concept through permitting.

From offices in Lakeland, Michael Joachim and associates serves Public and Private clients in a five county region in Central Florida

We apply our planning expertise to assist our clients in developing and managing projects ranging from medium scale communities, agricultural and facilities encompassing several thousand acres to individual sites for the redevelopment of historic buildings, parks, streetscapes and other uses.

Background

Michael Joachim is an Urban Planner / Realtor with a wide range of planning experience in New York, New Jersey and Polk County, Florida. Mike combines practical public sector experience, an academic background as a lecturer at State University of New York, Glassboro State College and Polk Community College and private sector experience.In 1993, Michael left the public sector and has since been involved in a wide variety of projects concentrating particularly on community Planning, Visioning, and Real Estate Analyses and Real Estate Conversion for clients throughout Florida.

Michael Joachim has more than thirty-seven years experience in planning and fifteen years in private practice. A member of the American Institute of Certified Planners, Michael’s experience and knowledge in both the public and private sectors are exemplary. Michael Joachim and Associates has an excellent reputation and is highly regarded as a practice that consistently provides high quality service.

MJA has assembled a team of local and internationally acclaimed experts with advanced degrees, certifications, and extensive local knowledge and expertise. Our clients rely on our creative solutions, our discretion, and our ability to deliver on time and on budget. Our multi-disciplinary team delivers high quality, innovative and pragmatic solutions for complex development projects. We do not

believe in 'standard' approaches to projects, and instead we carefully tailor our approach to the specific needs of the client and the project.

MJA includes and is not limited to Michael Joachim, AICP; Tracy Mullins, AICP, Jonathon Adams BA, Marsha Mullins BA and Bill Konrad, PhD.

Tourism and Recreation (T/R) Planning

Tourism and Recreation Resource Planning has been the professional planning specialty of Tracy J. Mullins for over 20 years. In addition to a Bachelors and Masters degree in Geography, Tracy has an Honors Degree in Outdoor Recreation, Tourism and Park Planning and an Associates degree in Tourism and Recreation Resource Management. Tracy is a member of the American Institute of Certified Planners. In 2006, Tracy was honored by his peers with an appointment to the International Geographical Union Commission on the Geography of Tourism, Leisure and Global Change, a worldwide group of the top 400 tourism researchers for his work on ecotourism planning which can be found on his website www.decisionsbydesign.com.

Tracy is supported by MJA Consulting, a group of experts in Land Use Planning, Real Estate, Urban Design and Geographic Information Services whose combined expertise forms a world-class team of problem solving resource people capable of addressing any sized tourism issue.

MJA Consulting LLC provides Tourism and Recreation consulting, support and training services in:

Visioning. Strategic Planning, Tourism and Recreation Master Planning;

Local and Sustainable Economic Development for tourism through “Placemaking”;

Development of tourism infrastructure and superstructures through Land Use Planning, Urban Design, Estate Development and Geographic Information Services;

Tourism staff training and capacity building through customer relationship management;

This practice is devoted to facilitating sustainable, community-based approaches to tourism development. Creating sustainable tourism economies, sustainable tourism destinations and hallmark events are the goal. This is accomplished through sustainable land use planning, comprehensive tourism planning and workforce training.

Tracy has worked with:

Community Redevelopment Agencies;

American Native, Canadian First Nations, And Metis Entrepreneurs And Organizations;

Fly-In Fishing Resorts;

Historic Preservation And Heritage Sites;

Hallmark Tourism Festivals And Events;

Destination Marketing Associations;

Ecotourism, Agra tourism And Heritage Tourism Entities;

The Philosophy

Sustainable tourism development is based in comprehensively planned and managed land use on a regional basis. Whether it is a sports stadium, a golf course, a recreational trailway system or a remote wilderness experience, adjacent land use can support or destroy a tourism experience. Sustainable Tourism Development depends upon planning at a regional level, creative place making, professional staffing and world-class marketing. Tourism development requires a balance of four seasonal attractions, accommodations, food and beverage services, and retail services. Each stage of the tourism experience must be planned for awareness, enroute, arrival, recreational opportunities and departure and viewed through the eyes not only of the producer and tourist, but also that of the host community.

All too often tourism development gets bogged down in the creation of mission statements and business planning, which brings a degree of comfort to the financial community but kills the project. Some aspects of tourism are easy to quantify, such as counting “Heads in Beds” for a sports tournament while others, such as the value of a vista are more difficult to determine and may have a greater impact on local economies. The true value is often not realized until the resource is gone. Often the important issues of training and resource management are overlooked and the result is the tourism event is loved to death, over-use leading to early demise or a reputation for bad service. This leads to short-term gain leading to an over saturated, degraded environment.

Skills And Strengths

Consultants, like people everywhere, have different strengths and skills. For best results, you should try to match the sort of problem you want to solve to the skills and experience available from a particular consulting firm.

To aid in this process, MJA Consulting is happy to put forward a list of the company’s strengths:

1. Business Process Review: MJA Consulting is able to effectively re-establish clear management priorities and sustainable business objectives; build staff commitment, and improve performance through training.

2. Analytical Skills: This is particularly relevant when developing strategies and tactics to deliver services, and in organizational reviews involving goals and objective setting along with simplified strategic planning processes.

3. Up-To-Date Technology For Data Analysis: Through the experience of conducting many surveys, we are able to undertake consumer research cost effectively, estimate impacts of tourism using Geographic Information Systems or determine the feasibility of tourism developments through financial modeling.

4. Research And Case Building Skills: we can identify facts and arguments and assemble information to support your case and increase the prospects that your plans and development proposals will be successful.

5. A Thorough Understanding And Insight Into The Working Of Local Authorities: We can assist if you plan joint working or collaborative projects.

6. Festivals and Events Planning: including training and management of volunteers and the creation of sponsorship proposals.

7. Media and report writing skills are another strength. These range from writing effective press releases that generate low-cost promotion for your business to preparing a detailed case for funding support for your project.

8. Technological Skills: We are able to adapt technology to tourism needs, advising on the latest developments, and how they might benefit your business. We use Satellite telemetry, Air Photo Analysis, Global Positioning Systems and Geographic Information Systems to analyze and map projects and state of the are park planning systems such as Visitor Activity Management Programming (VAMP) and Recreational Opportunity Spectrum (ROS) to create solutions which avoid incompatible user conflicts and multi year operations plans.

9. Managerial And Training Skills: providing coaching for managers and supervisors at all levels is also a forte.

Tourism Planning Experience

Tracy Mullins’s tourism planning work over the past 20 years includes the following publications, projects and speaking engagements:

Resort Management Systems: Development of Tourism Accounting Software, Sault Ste Marie Ontario, 1992;

Northern Ontario Tourist Outfitters Conference: Presenter: Computerizing your Resort Business, 1992

Humber College, North Bay Ontario Survival training to students, 1992

TRIPS interactive tourism information kiosk: Developer, Sault Ste Marie Ontario, 1992

Northern Ontario Tourism Outfitters Association and Lakehead University: Develop tourism proposals including Articles in Outfitter Magazine: July 1992, January 1993, February 1993 March 1993; Eco-tourism Management Handbook proposal, North Bay Ontario

Megisan Lake Environmental Assessment: Expert witness, Sault Ste Marie Ontario, 1993

Resort Outdoor Recreation/Tourism Survey for Megisan Lake Lodge: Developer, administrator and analyst, Sault Ste Marie Ontario 1993

Smooth Water Wilderness Outfitters: Created sale package, Sault Ste Marie Ontario 1993

Dusty Trail Dove and Quail Ranch: Package for sale. Sault Ste Marie Ontario 1993

Wakimata Lake Lodge: Four Season Product Analysis Study, Thessalon Ontario 1993

Sault Ste Marie Chamber of Commerce Tourism Conference: Presenter: Catch the Dream ---make it REAL, 1993

Superior Circle Sled Dog Race Tourism Planning Charette Series, Sault Ste. Marie ON, Wawa ON, White River ON, Thunder Bay ON, Grand Marais MN, Madeline Island WI, Calumet MI, Ishpeming MI, Munising MI, and Sault Ste. Marie MI.

Created Superior Circle Sled Dog Race for Superior Circle Trail Committee, Sault Ste Marie Michigan, 1994-1995

Northern Breeds Dog Sled Organization: Analysis of Sled Dog Breeding Survey, Duluth Minnesota 1994

Minnesota Dept of Natural Resources: Advisor on the development on backcountry sled dog trail system. Duluth Minnesota, 1994

Upper Peninsula Tourism and Travel Association Conference: Keynote Speaker, Gwinn Michigan 1994

Mocking Bird Hill Farm: Fundraising campaign and adviser, Sault Ste Marie Ontario 1994

Women Quest Expedition, 1st American Women’s X- Country Ski Expedition to North Pole Expedition Advisor: 1995, set up contacts and helped frame operations, Marquette Michigan, 1996

West Wind Developments: Casino Market Study, Marquette Michigan 1996

Joshua Operations Inc: Casino Pre-feasibility study. Bay Mills Michigan 1996

Kinross Recreation Center: Created business plan, Kinross Michigan 1996

Kinross Recreation Center: Recreation and Orientation Training for opening, Kinross Michigan 1996

Parks and Recreation Department Kincheloe Michigan 1996

International Fiber optic construction projects 1996-1999

Michigan Association of Foster Grandparent and Senior Companion Conference: Presenter: Historic Interpretation of 1815, 1999

Michigan Festivals and Special Events Association Convention Presenter: Festival Market Research and Planning Tools, Kalamazoo Michigan Sept 2002

Michigan Festivals and Special Events association Summer and Fall Issues Author: Articles in Festive Times a publication of the 2002

Oliver Hazard Perry Maritime Museum: Land Planning and Concept Development, 2001 Toledo Ohio

Oliver Hazard Perry Museum Charette, Toledo Ohio Sept 2002

Professor of Geography, University of Michigan 2001-2003

National Geographic Traveler: Panelist: National Parks Rating 2005

Research on Tourism Online Decision Support Systems 2004-2005

Imperial Lakes Golf Course Study Mulberry Florida 2006

Appointed: International Geographical Union Commission on the Geography of Tourism, Leisure and Global Change, 2006

National Geographic Traveler: Panelist: World Heritage Destinations Rating, 2006

National Geographic Traveler Panelist: World Island Ecosystems Rating, 2007

National Geographic Traveler Panelist: World Historic Sites Rating, 2008

Project Team Summary

Name: Michael Joachim Specialty: Urban/Regional PlanningNumber of Years Experience: 37 yearsOffice Location: 2031 East Edgewood Drive, Suite 1

Summary of Qualifications

Comprehensive planning manager experienced in academic, public and private projects. Directs and administers planning teams in the development of short and long-range projects.

Coordinator of various sized projects effectively working with a variety of government entities and private sector entities in the conversion of land use for successful projects.

Designs creative solutions for land development, environmental, and management issues including; inter-local agreements between clients and government entities for their mutual benefit;

Coordinates government and private entities to expedite and achieve successful projects;

Demonstrates a solid track record in resolving conflicts between public and private interests;

Communicates complex concepts and acts as the facilitator for strategic planning, visioning and achievable project design.

Name: Tracy MullinsSpecialty: Urban Design/GIS AnalysisNumber of Years Experience: 12 yearsOffice Location: 2031 East Edgewood Drive, Suite 1

Comprehensive Planner experienced in academic, public and private projects. Specifically: Urban Planning, Tourism, Software Development, Transportation, and Telecommunications design

Directs research using geographic, psychographic and demographic methodologies for investigations of tourism, recreation, real estate, and business phenomenon. Delivers economic analysis in the form of implement-able solutions

Coordinator of public participation methodologies: Community workshops, Charettes and public meetings

Communicates complex concepts by interpretation of data, information and knowledge into simple and wise descriptions by means of verbal, written, and multimedia skills executed in a professional and clear manner

Demonstrates a solid track record for creative, resourceful, lateral thinking, clarifying and developing the essence of a project

Name: William Konrad, PhdSpecialty: Project SupervisorNumber of Years Experience: 30 YearsOffice Location: 2031 East Edgewood Drive, Suite 1

Development Planning, Project Management, Comprehensive Land Use Planning Economic Development, Downtown Revitalization, Environmental Planning, Impact Analysis, Site Planning and Design, Community Planning, Real Estate Investment and Land Development, Development Feasibility Studies, Market Feasibility and Financial Feasibility Studies, Expert Witness - Land Use and Environmental Law, Affordable Housing Research and Development, Development Financing, Public Participation and Consultation Programs, Aviation Systems Planning, Airport Master Planning, Quantitative Methods, Computer Modeling and Analysis

Jonathon AdamsSpeciality: GIS/GraphicsNumber of Years Experience: 1 YearOffice Location: 2031 East Edgewood Drive, Suite 1

Support Services

Deliverables

The deliverables shall include:

Real Estate

Site for Raceway Park with full entitlements and Certificate of Concurrency

Urban Planning and Urban Design

Public Involvement Plan Proceedings of Planning Charette Raceway Park Feasibility Raceway Park Master Plan Tourism and Recreation Planning 5 Year Multi-year Operation Plan

GENERAL CONDITIONS AND UNDERSTANDING

1. The Client will supply the Consultants all available documentation including the following, original Comprehensive Plan data and analysis, reports prepared for the water management district, all reports conducted by consultants since the creation of the Comprehensive Plan.

2. The proposal does not include the following:

Detailed design or design development; Additional graphic design; Traffic study or additional planning studies;

SCHEDULE

The Consulting team is prepared to begin work on the project immediately upon receipt of the executed Proposal .The consultants, in consultation with the client shall perform its work in such a manner as to comply with an agreed upon schedule. The scope of services described herein (final draft document) will be provided according to a schedule to be determined by the client and Consultant teams. Interim (verbal) progress reports will be provided on a regular basis.

FEES

The fee for SCOPE OF SERVICES shall be as follows Time will be billed at our rate for professional planning services, $135 per hour for the Principal, $ 125 per hour for Senior Planner and $100 per hour for Planners, Secretarial work will be billed at $59.00 per hour. An initial retainer of $10,000.00 is suggested. All billing is net 15 days, work will cease on the 16th day and will not commence again until payment has cleared.

Terms of Agreement

Work on this project will start immediately upon receipt of deposit and signed contract.

If, during the course of work the Client finds it necessary to terminate work, the Consultant will cease all work upon written notice. The Client shall pay for the services incurred to the point of termination based upon the Consultant’s work performed.

Should it become necessary for the Consultant to utilize attorneys to collect fees, the Client agrees to bear the coast of reasonable attorney fees. The parties agree that the laws of the State of Florida shall govern this agreement and further legal venue shall be in Polk County, Florida

These Business Terms and Conditions are attached to, and made a part of, Proposals and Agreements for services by MJA CONSULTING, LLC, referred to herein as the “MJA Consulting LLC.”

ACCEPTANCE AND AUTHORIZATION TO PROCEED

1. Information from Client

The client shall provide all information reasonably requested by MJA Consulting LLC including, but not necessarily limited to, supporting information, deeds, easements, rights of way, and all other information requested by MJA Consulting LLC in order for it to provide the services described in this Agreement. MJA Consulting LLC shall be entitled to rely upon such information, and shall have no liability as a result of any inaccuracy or incompleteness of any such information.

2. Billings and Payments

Fixed fees shall be billed monthly for that portion of MJA Consulting LLC’s services rendered through the billing date, plus reimbursable expenses. Time/Material (“T/M”) fees shall be billed monthly based on the time and materials incurred to the billing date, plus reimbursable expenses. Client agrees to carefully read all billing invoices/statements and promptly notify MJA Consulting, LLC, in writing, of any claimed errors or discrepancies, within fifteen (15) days from the date of the invoice/statement. If MJA Consulting, LLC, does not hear from Client in writing, it is presumed that Client agrees with correctness, accuracy, and fairness of the billing invoice/statement.

The foregoing provisions of this Agreement to the contrary notwithstanding, in the event that any of MJA Consulting LLC’s statements are not paid within 60 days from the receipt thereof by the Client, and even if MJA Consulting LLC has not given a seven-day notice to the Client regarding the same, MJA Consulting LLC may suspend further services under this Agreement until any and all such outstanding statements have been paid in full, including applicable interest. Any prepayment made at our about the execution of the Agreement shall be credited to the Client’s account at the time of final payment.

3. Reimbursable Expenses

Project related expenses such as travel; lodging; subsistence; long distance communication; postage; shipping; reports; drawing and/or specification reproduction; and Client authorized overtime, are all reimbursable expenses. Unit billings will be charged per the MJA Consulting LLC’s current rate code schedule. Out-of-pocket expenses will be billed at cost plus 15%.

4. Taxes

In the event that any taxes or fees on the MJA Consulting LLC’s services or reimbursable expenses are imposed by any governmental authority, the same shall be added to the MJA Consulting LLC invoices under this Agreement, and shall be the responsibility of the Client.

5. Sub consultant Contract Administration

Charges for sub consultants to the MJA Consulting LLC will be billed to the Client at cost plus 15%.

6. Excluded Services

The MJA Consulting LLC will provide only those services described in the Scope of Services that is a part of this Agreement. The MJA Consulting LLC shall have no responsibility or liability whatsoever for any services beyond those specifically described in the Scope of Services, and any and all other services are specifically excluded.

7. Delays

The MJA Consulting LLC shall take reasonable steps to perform its services in a timely fashion, but the Client recognizes and agrees that factors both within and outside the MJA Consulting LLC’s control may delay the MJA Consulting LLC’s services, as well as the work performance, permitting, license issuance and overall construction of the Project. While the MJA Consulting LLC shall take such steps as it reasonably can to meet the Client’s reasonable scheduling demands, under no circumstances shall the MJA Consulting LLC be responsible for any damages for delay, whether the same are caused in whole or in part by any circumstances within the MJA Consulting LLC’s control.

8. Legal Interpretations Not Provided

The services and work proposed to be performed pursuant to this Agreement are based upon the services of a professional land planner and do not and will not under any circumstances constitute the rendering of legal advice, legal opinions or legal services.

9. Cooperation with Other Consultants or Client’s Attorney

A number of issues may arise relating to this Project for which legal advice and services may be required. Any and all legal advice or services are beyond the scope of this Agreement, and the client agrees that the Client shall retain such attorneys as may be necessary in order to render legal advice and services as needed for the Project. Such attorneys shall participate as professional team members, and the Client will serve as project coordinator between the MJA Consulting LLC and such attorneys and any and all other consultants or professionals who may be necessary for the success of the Project, and the Client shall ensure the cooperation with the MJA Consulting LLC of such attorneys and other consultants who have contracted directly with the Client. The fees and costs billed by such attorneys and other consultants shall be the sole responsibility of the client, and the MJA Consulting LLC shall have no responsibility or liability therefore whatsoever.

10. Termination for Cause

This Agreement may be terminated by the client upon 30 days’ written notice in the event of a material breach hereof by the MJA Consulting LLC, provided that the MJA Consulting LLC does not cure such material breach within the 30-day period after it receives written notice of the same (describing the alleged breach in detail) or, in relation to matters which cannot be cured within such 30 days, unless the MJA Consulting LLC has failed to initiate reasonable steps to cure such breach. In the event of a cure or the undertaking of reasonable steps to cure by the MJA Consulting LLC within such 30-day period, the Client shall have no right to terminate for cause.

11. Termination for Convenience

This Agreement may be terminated for convenience by the Client upon 30 days’ advance written notice to the MJA Consulting LLC. In such event, the MJA Consulting LLC shall be entitled to be compensated for all services performed, and to be reimbursed for all reimbursable expenses incurred, through the effective date of termination; provided, however, that the MJA Consulting LLC shall also be entitled to a termination expense equal to 10% of the total amount of fees to which the MJA Consulting LLC is entitled through the effective date of termination.

19. Standard of Care and Allocation of Risk

The MJA Consulting LLC’s services under this Agreement will be consistent with the degree of care and skill exercised by reasonably prudent members of the planning profession who are acting in the community in which the services are provided under similar circumstances. If the MJA Consulting LLC’s services fall below this standard of care, then the Client shall provide notice of the damage to MJA Consulting LLC and allow MJA Consulting LLC an opportunity to correct such services before the MJA Consulting LLC shall be liable for any damages suffered or incurred by the Client as a result of such failure of the MJA Consulting LLC to meet the aforesaid standard of care. While MJA Consulting LLC shall be liable for its negligent acts and errors, the MJA Consulting LLC and the Client hereby agree as follows regarding the MJA Consulting LLC’s liability arising out of or relating to this Agreement and/or the Project to which it relates: (i) in relation to any negligent omissions by the MJA Consulting LLC, the MJA Consulting LLC’s liability shall be limited to the cost, expenses or damages suffered or incurred by the Client as a result or consequence of any such negligent omissions, but in no event shall the MJA Consulting LLC be liable for the cost of the labor, equipment, services or materials which MJA Consulting LLC negligently omitted which, if they had not been omitted, would have been included in the Project and paid for by the client in any event; and (ii) in relation to both the provisions of “(i)” just preceding this clause, and in relation to any and all other claims for losses, expenses, costs, liabilities and damages of any kind whatsoever for which the MJA Consulting LLC may otherwise be liable, the Client agrees that the maximum amount for which the MJA Consulting LLC may be responsible or liable is $10,000.00, or the MJA Consulting LLC’s fees in relation to this Project, whichever is greater.

20. Waiver of Consequential Damages

Any other provisions of this Agreement to the contrary notwithstanding, and to the fullest extent permitted by law, except as expressly set forth in clause “(i)” of the Standard of Care and Allocation of Risk section set forth above, neither the Client nor the MJA Consulting LLC, or any of their respective officers, directors, partners, employees, contractors, subcontractors, consultants or sub consultants, shall be liable to the other, or shall make any claim, for any incidental, indirect, resulting or consequential damages arising out of or connected in any way to this Project or to this Agreement. This mutual waiver of incidental, indirect, resulting and consequential damages shall include, but not necessarily be limited to, any and all claims for loss of use, loss of profit, loss of business, loss of income, loss of reputation or any other form of incidental, indirect, resulting or consequential damages that either party may have incurred, regardless of whether or not any such party’s cause of action is based upon contract, tort, statute, or otherwise. Both the Client and the MJA Consulting LLC shall require similar waivers of incidental, indirect, resulting and consequential damages protecting all the entities and persons named herein in all contracts and subcontracts with others involved in this Project; provided, however, that the failure to require such waivers shall not in any way negate the full extent of the waiver expressed in this paragraph as between the Client and the MJA Consulting LLC.

21. Indemnification

The Client and the MJA Consulting LLC shall indemnify one or another for their respective acts and omissions, as well as for the acts and omissions of any officers, directors, partners, employees, contractors, subcontractors, consultants or sub consultants working by, through or under either of them (whether in contract with them directly or indirectly), from any claims, losses, costs, expenses (including, but not limited to, reasonable attorney’s fees) or other liabilities (including, but not limited to, administrative fines or penalties), which arise out of or result from any negligent or intentional act or omission of either of them (or of anyone for whom either of them may be responsible or liable), provided that the party seeking such indemnification shall not have been actively at fault in relation to the claim which has been asserted against them.

22. Mediation, Venue and Attorneys’ Fees

Prior to the filing of any litigation by the Client or the MJA Consulting LLC against the other (and, except as described below, as the precondition to any such filing), the Client and the MJA Consulting LLC shall engage in pre-suit mediation. Such mediation may be requested by either party, at any time, and shall be conducted the same as if such mediation were ordered by a Florida Circuit Court (i.e., in accordance with, and subject to, all of the laws and rules applicable to court ordered mediation).

The Client and the MJA Consulting LLC agree that any litigation between them arising out of, resulting from or relating to this Agreement or the Project shall be venued, and shall only be venued (i.e., exclusively), in a state court of competent jurisdiction in Polk County.

In the event of any litigation between the Client and the MJA Consulting LLC arising out of, resulting from or relating to this Agreement or the Project, the prevailing party shall be entitled to recover the prevailing party’s reasonable attorney’s fees and court costs, at the trial and at all the appellate levels.

23. SeverabilityIn the event that any provision of this Agreement is found to be invalid or unenforceable for any reason (whether on its face or as applied), the same shall be deemed excised and such excision shall have no effect upon the remaining provisions hereof. It is the intent of the parties that this Agreement be enforced to the fullest extent permitted by law.

24. Entire Understanding and Lack of WaiverThis Proposal/Agreement represents the entire understanding between the Client and the MJA Consulting LLC in respect to this Project, and may only be modified in writing. The failure of either party to require strict performance by the other shall not constitute a waiver of any of such party’s rights pursuant to this Agreement, or to thereafter strick performance by such other party.