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<br />Mr. Gary Vest
<br />Proposal for Master Planning Services
<br />Paris Business Park
<br />November 19, 2002
<br />PAGE 7
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<br />VII.
<br />
<br />TERMS AND CONDITIONS
<br />
<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 PEDe.
<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.
<br />
<br />B.
<br />
<br />Any claims or disputes made during design, construction or post-construction between
<br />PEDC 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.
<br />
<br />e.
<br />
<br />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.
<br />
<br />D,
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<br />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.
<br />
<br />E.
<br />
<br />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 PEDC 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.
<br />
<br />F.
<br />
<br />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.
<br />
<br />G,
<br />
<br />Graeber, Simmons & Cowan agrees that all plans, drawings, photographs, designs,
<br />studies, specifications, data, computer programs, schedules, technical reports, or other
<br />work products which are specified 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 limited to, the right to
<br />use, duplicate and disclose such itl'll1s, in whole or in part, solely for the purpose of
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