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Mr. Gary Vest Proposal for Master Planning Services Paris Business Park August 9, 2002 PAGE 7 VII. TERMS AND CONDITIONS Graeber, Simmons & Cowan will perform the services outlined in this agreement for the stated fee arrangement as an additional service, subject to the conditions of our original agreement with PEDC. A. Unless otherwise stated, Graeber, Simmons & Cowan will have access to the site for activities necessary for the performance of the services. The firm will take precautions to minimize damage that could possibly result from these activities, but has not included in the fee the cost of restoration of any resulting damage. B. Any claims or disputes made during design, construction Or post-construction between PEDC and Graeber, Simmons & Cowan will be submitted to non-binding mediation in Austin, Texas prior to the commencement of any litigation. PEDC and Graeber, Simmons & Cowan agree to include a similar mediation agreement with all contractors, sub-consultants, suppliers, and fabricators, thereby providing for mediation as the primary method for dispute resolution among all parties. C. Invoices for Graeber, Simmons & Cowan's services will be submitted, at our option, either upon completion of such services or on a monthly basis. Invoices will be payable within thirty (30) days after the invoice date. No deductions will be made without itemized exceptions presented to Graeber, Simmons & Cowan within ten (10) days of receipt of the invoice. Payment will not be delayed due to deductions, errors or insufficient detail. Invoices not paid within thirty (30) days may be subject to a monthly services charge of 1.5% (or the maximum legal rate, if less) and will allow Graeber, Simmons & Cowan, without waiving any claim or right against PEDC, and without liability whatsoever to PEDC, to terminate or withhold the performance of services. In the event any portion or all of an invoice remains Unpaid ninety (90) days after billing, PEDC will pay all costs of collection, including actual attorney fees. D. Graeber, Simmons & Cowan will not be required to execute any documents that would result in our certifying, guaranteeing or warranting the existence of conditions that Graeber, Simmons & Cowan cannot ascertain exist. E. Notwithstanding any other provision of this agreement, Graeber, Simmons & Cowan shall not be liable for incidental, indirect, special or consequential damages or for lost profits, savings or revenues of any kind, regardless of whether Graeber, Simmons & Cowan has been advised of the possibility of such damages. F. This agreement may be terminated by PEDC or by Graeber, Simmons & Cowan upon thirty (30) calendar day's written notice. All fees for services rendered, all reimbursable expenses and reimbursable termination expenses Will be paid to Graeber, Simmons & Cowan at the time of termination. G. All documents produced by Graeber, Simmons & Cowan under this agreement will remain the property of Graeber, Simmons & Cowan and may not be used by PEDC for any endeavor without the written consent of Graeber, Simmons & Cowan. H. Opinions of probable cost or evaluations by third parties will represent Graeber, Simmons & Cowan's best judgment as professionals familiar with architecture and interior design and do not imply that actual costs will not vary. I. Graeber, Simmons & Cowan reserves the right to re-negotiate this proposal if it is not accepted and activated within thirty (30) calendar days. Project completion is estimated