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Mr. Gary Vesl
<br />Proposal for Master Planning Services
<br />Paris Business Park
<br />November 19, 2002
<br />PAGE 7
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<br />VII. TERMS AND CONDITIONS
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<br /> Graeber, Simmons & Cowan will perform the services outlined in this agreement for the stated
<br /> fee arrangement as an additional service, subject to the conditions of our original agreement
<br /> with PEDC.
<br /> A. Unless otherwise stated, Graeber, Simmons & Cowan will have access to the site for
<br /> activities necessary for the performance of the services. The firm will take precautions
<br /> to minimize damage that could possibly result from these activities, but has not
<br /> included in the fee the cost of restoration of any resulting damage.
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<br /> B. Any claims or disputes made during design, construction or post-construction between
<br /> PFDC and Graeber, Simmons & Cowan will be submitted to non-binding mediation in
<br /> Paris, Texas prior to the commencement of any litigation. PEDC and Graeber, Simmons
<br /> & Cowan agree to include a similar mediation agreement with all contractors, sub-
<br /> consultants, suppliers, and fabricators, thereby providing for mediation as the primary
<br /> method for dispute resolution among all parties.
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<br /> C. Invoices for Graeber, Simmons & Cowan's services will be submitted, at our option,
<br /> either upon completion of such services or on a monthly basis. Invoices will be payable
<br /> within thirty (30) days after the invoice date. No deductions will be made without
<br /> itemized exceptions presented to Graeber, Simmons & Cowan within ten (10) days of
<br /> receipt of the invoice. Payment will not be delayed due to deductions, errors or
<br /> insufficient detail. Invoices not paid within thirty (30) days may be subject to a monthly
<br /> services charge of 1.5% (or the maximum legal rate, if less) and will allow.Graeber,
<br /> Simmons & Cowan, without waiving any claim or right against PEDC, and without
<br /> liability whatsoever to PEDC, to terminate or withhold the performance of services. In
<br /> the event any portion or all of an invoice remains unpaid ninety (90) days after billing,
<br /> PEDC will pay all costs of collection, including actual attorney fees.
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<br /> D. Graeber, Simmons & Cowan will not be required to execute any documents that would
<br /> result in our certifying, guaranteeing or warranting the existence of conditions that
<br /> Graeber, Simmons & Cowan cannot ascertain exist.
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<br /> E. Notwithstanding any other provision of this agreement, Graeber, Simmons & Cowan
<br /> shall not be liable to PEDC for incidental, indirect, special or consequential damages or
<br /> for lost profits, savings or revenues of any kind, regardless of whether Graeber, Simmons
<br /> & Cowan has been advised of the possibility of such damages, provided, however, this
<br /> provision shall not be construed as an obligation by PEOC to indemnify Graeber,
<br /> Simmons and Cowan as to claims brought by third parties, nor shall it in any way limit
<br /> Graeber, Simmons and Cowan's obligation to perform its services hereunder to a
<br /> standard of performance consistent with the level of responsibility for other similar
<br /> professionals in the industry.
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<br /> F. This agreement may be terminated by PEDC or by Graeber, Simmons & Cowan upon
<br /> thirty (30) calendar day's written notice. All fees for services rendered, all reimbursable
<br /> expenses and reimbursable termination expenses will be paid to Graeber, Simmons &
<br /> Cowan at the time of termination.
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<br /> G. Graeber, Simmons & Cowan agrees that all plans, drawings, photographs, designs,
<br /> studies, specifications, data, computer programs, schedules, technical reports, or other
<br /> work producls which are specificied to be delivered pursuant to this agreement and
<br /> which are paid for by PEDC are subject to the rights of PEDC in effect at the time of
<br /> execution of this agreement. These rights include, but are not limiled to, the right to
<br /> use, duplicate and disclose such items, in whole, or in part, solely for the purpose of
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