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U. OWNERSHIP OF iNST'RUMENT:S OF SERVICE l All reports.boring logs.field data,field notes,laboratory test data,calculations.estimates and other documents prepared by CONDOR as instruments of service shall remain the property of CONDOR CONDOR shall retain these records for a period of one(l)year following submission of reports related to the scope of work included in Exhibit"A", during which period they will be made available to CLIENT at all reasonable times. S 7. DISPtTM RESOLUTION (a) Curing a Breach-In the event either party believes that the other has committed a material breach of this Agreement,the party maintaining such a belief shall issue a termination notice to the other identifying the facts as perceived,and both parties shall bargain in good faith to cure the causes for termination as stated in the termination notice. If such a cure can be effected prior to the date by which termination otherwise would be effective, both parties shall commit their understanding to writing,and termination shall not become effective. If in curing an actual or alleged breach either parry shall waive any rights otherwise inuring to them by virtue of this Agreement,such waiver shall not be construed to in any way affect future i . application of the provision involved or any other provision. (b) .Arbitration -All claims. disputes,and other matters in question between the parties to this Agreement.arising out of or relating to this Agreement of the breach thereof shall be decided by arbitration in accordance with the then-most current rules of the American Arbitration Association, if the ] patties mutually agree. F� S. SITSPENSION Upon fourteen(14)calendar days'written notice to CONDOR.CLIENT may suspend CONDOR's wort:. If payment of CONDOR's invoices is not maintained on a thirty(30)calendar day current basis by CLIENT. CONDOR may by giving fourteen(14)calendar days'written notice to CLIENT suspend further work until payment is restored to a current basis. Suspension for any reason exceeding forty-five (45) calendar days shall, at ' CONDOR`S option,make this Agreement subject to renegotiation or termination,as provided for elsewhere in this Agreement. Any suspension shall extend the time schedule for performance in a manner that is satisfactory to both CLIENT and CONDOR,and CONDOR shall be compensated for services performed and charges incurred prior to the suspension date,plus suspension charges. Suspension charges may include.but shall not be 1i limited to.services and costs associated with putting analyses and documents in order,rescheduling and reassigning personnel and/or equipment and issuing necessary or customary notices to appropriate government agencies. Compensation to CONDOR shall be based upon CONDOR's prevailing t3 fee schedule and expense reimbursement policy. 4. 'TERMINATION CLIENT or CONDOR may terminate this Agreement for reasons identified elsewhere in this Agreement,or for other reasons which may arise. In j the event such termination becomes necessary,the parr effec[ina termination shall so notify the other party,and the termination will become effective ! e cause therefore,CLIENT fourteen(14)calendar days after receipt of the termination notice. Irrespective of which party shall effect termination or th shall within thirty(30)calendar days of termination remunerate CONDOR for services rendered and costs incurred,in accordance with CONDOR'S prevailing fee schedule and expense reimbursement policy. Services shall include those rendered up to the time of termination. as well as those associated with termination itself,such as demobilizing.modiNing schedules.reassigning personnel,and so on. Costs shall include those incurred up to the time of termination. as well a those associated with termination and post-termination activities,such as demobilization, decontaminating and/or disposing of equipment,disposal and replacement of contaminated consumables, and so on. C 10. AIISCELLANEOUS t t (a) Govemin+s Law-The validity of this Agreement and any of its terms or provisions.as well as the rights and duties of the parties hereunder,shall be governed by the laws of the State of California. l` (b) Waiver-The patties agree that a waiver of breach of one term.covenant,or condition of this Agreement is not a waiver of breach of others,nor of subsequent breach of the one waived. (c) Scverabilin'-CLIENT and CONDOR have entered into this Agreement of their own free will,to communicate to one another mutual understandings ti and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void,and all remaining provisions shall continue in force. However.CLIENT and CONDOR will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable. and which comes as close as possible to expressing the intent of the original provision. i (d) Headines - The headings contained in this Agreement arc for convenience of reference only and in no way limit or define the scope of this Agreement. (e) Entirr Aereement-This Agreement constitutes the sole and only agreement between the parties respecting this Agreement and correctly sets forth the obligations of the parties to each other as of its dart. Any agreements ar representations respecting the subject of this Agreement not expressly set forth in this Agreement are null and void. i rW CONDOR