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OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the
<br />covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or
<br />claims arising therefrom without the written consent of the other.
<br />8. RE-USE OF DOCUMENTS
<br />All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by
<br />ENGINEER pursuant to this Agreement, are instruments of service with resped to the project. ENGINEER retains ownership of
<br />ali such documents. OWNER may retain copies of the documents for its information and reference in connection with the
<br />project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on
<br />extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the
<br />specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, and OWNER will
<br />defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising
<br />or resulting therefrom.
<br />9. TERMINATION OF AGREEMENT
<br />OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other
<br />party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating parry. OWNER or
<br />ENGINEER may also terminate for convenience upon thirty (30) days written notice in which case, OWNER shall compensate
<br />ENGINEER for all services performed and accepted up through the date of termination. Where the method of payment is "lump
<br />sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the
<br />effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs
<br />ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services
<br />performed.
<br />10. SEVERABILITY
<br />If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the
<br />parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a
<br />waiver of any subsequent breach of the same provision, term or condition.
<br />11. INVOICES
<br />ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to
<br />ENGINEER's invoices.
<br />ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining
<br />to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon
<br />request.
<br />If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER
<br />may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER
<br />of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the
<br />disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only.
<br />OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess
<br />OWNER interest at the rate of one-half percent (1/2 per month, but not to exceed the maximum rate allowed by law, on
<br />invoices which are not paid within thirty (30) days from the date of the invoice. In the event undisputed portions of ENGINEER's
<br />invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the
<br />performance of its services under this Agreement until all past due amounts have been paid in full.
<br />12. CHANGES
<br />The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect
<br />unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be
<br />authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in compensation shall
<br />be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by ENGINEER are estimates to
<br />perform the services required to complete the project as ENGINEER understands it to be defined. For those projects involving
<br />conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the
<br />project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope.
<br />ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of perFormance and
<br />compensation can be made as required. If such change, additional services, or suspension of services results in an increase or
<br />decrease in the cost of or time required for performance of the services, an equitable adjustment shall be made, and the
<br />Agreement modified accordingly.
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