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or suspended, then the time for completion of Engineer's services, and the rates and <br />amounts of Engineer's compensation, will be adjusted equitably. <br />C. If Client authorizes changes in the scope, extent, or character of the Project or Engineer's <br />services, then the time for completion of Engineer's services, and the rates and amounts of <br />Engineer's compensation, will be adjusted equitably. <br />D. If Engineer fails, for reasons within control of Engineer, to complete the performance <br />required in this Agreement within the time set forth, as duly adjusted, then Client shall be <br />entitled, as its sole remedy, to the recovery of direct damages to the extent, if any, resulting <br />from such failure by Engineer. <br />ARTICLE 4—INVOICES AND PAYMENTS <br />4.01 Invoices <br />A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its <br />standard invoicing practices, the progress reporting, Client's special invoicing requirements <br />(if any), and the terms of Exhibit J. Engineer shall submit its invoices to Client on a monthly <br />basis. Invoices are due and payable within 30 days of receipt. <br />4.02 Payments <br />A. Application to Interest and Principal: Payment will be credited first to any interest owed to <br />Engineer and then to principal. <br />Disputed Invoices: If Client disputes an invoice, either as to amount or entitlement, then <br />Client shall promptly advise Engineer in writing of the specific basis for doing so; may <br />withhold only that portion so disputed; and must pay the undisputed portion, subject to the <br />terms of Paragraph 4.01. After a disputed item has been resolved, Engineer shall include the <br />agreed-upon amount on a new invoice. <br />C. Failure to Pay: If Client fails to make any undisputed payment due Engineer within 30 days <br />after receipt of Engineer's invoice, then: <br />1. amounts due Engineer will be increased at the rate of 5.75% (annual rate) from said <br />thirtieth day, and <br />2. Engineer may, after giving 7 days' written notice to Client, suspend services under this <br />Agreement until Client has paid in full amounts due. Client waives any and all claims <br />against Engineer for any such suspension. <br />ARTICLE S—OPINIONS OF COST <br />5.01 Opinions of Probable Construction Cost and Opinions of Total Project Costs will not be provided <br />by Engineer for this Project. <br />ARTICLE 6—GENERAL CONSIDERATIONS <br />6.01 Standards of Performance <br />A. Standard of Care: The standard of care for all professional engineering and related services <br />performed or furnished by Engineer under this Agreement will be the care and skill ordinarily <br />used by members of the subject profession practicing under similar circumstances at the <br />EJCDC® E-500, Agreement between Client and Engineer for Professional Services. <br />Copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies, <br />and American Society of Civil Engineers. All rights reserved. <br />Page 5 of 21 <br />