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S. All original papers, documents, drawings and other work product of consultant, and copies thereof, produced by
<br /> consultant pursuant to this agreement shall remain the property of consultant and may be used by consultant without
<br /> the consent of client. Upon request and payment of costs involved, client is entitled to a copy of all papers,
<br /> documents and drawings provided client's account is paid current.
<br /> 9. Client acknowledges that its right to utilize the services and work product provided pursuant to this agreement will
<br /> continue only so long as client is not in default pursuant to the terms and conditions of this agreement and client
<br /> has performed all obligations under this agreement. Client further acknowledges that consultant has the unrestricted
<br /> right to use the services provided pursuant to this agreement as well as all work product provided pursuant to this
<br /> agreement.
<br /> 10. Client and consultant agree to cooperate with each other in every way on the project.
<br /> 11. Upon request, client shall execute and deliver, or cause to be executed and delivered, such additional instruments,
<br /> documents, governmental fees and charges which are necessary to perform the teres of this agreement.
<br /> 12. Consultant makes no representations concerning soil conditions unless specifically included in writing in this
<br /> agreement, and he is not responsible for any liability that may arise out of the making or failure to make soil surveys,
<br /> or sub-surface soil tests, or general soil testing.
<br /> 13. Client agrees not to use of permit any other person to use plans, drawings, or other work product prepared by
<br /> consultant, which plans, drawings, or other work product are not final and which are not signed, and stamped or sealed
<br /> by consultant. Client agrees to be liable and responsible for any such use of nonfinal plans, drawings, or other work
<br /> product not signed and stamped or sealed by consultant and waives liability against consultant for their use. Client
<br /> agrees that final plans, drawings or other work product are for the exclusive use of client and may be used
<br /> eAflgr lit; the;pep t dp*cribed on the face hereof. Such final plans, drawings or other work product my not
<br /> be changed nor used on a different project without the written authorization or app al*QMM I'towt. .It 0edasl'1 ".0
<br /> work product exists in electronic or computerized format, or transferred in electronic or bcoWter zed €ormet, the
<br /> stamp, seal and signature shall be original and may not be a computer-generated copy, photocopy, or facsimile
<br /> transmission of the original.
<br /> 14. Consultant has a right to complete all services agreed to be rendered pursuant to this contract. In the event this
<br /> agreement is terminated before the completion of all services, unless consultant is responsible for such early
<br /> termination, client agrees to release consultant from all liability for services performed. In the event all or any
<br /> portion of the services or work product prepared or partially prepared by consultant be suspended, abandoned, or
<br /> terminated, client shall pay consultant for all fees, charges, and services provided for the project, not to exceed
<br /> any contract limit specified herein. Client acknowledges if the project services are suspended and restarted, there
<br /> will be additional charges due to suspension of the services which shall be paid for by client as extra services.
<br /> 15. Consultant shall be entitled to immediately, and without notice, suspend the performance of any and all of its
<br /> obligations pursuant to this agreement if client files a voluntary petition seeking relief under the United States
<br /> Bankruptcy code or If there is an involuntary bankruptcy petition filed against client in the United States Bankruptcy
<br /> Court, and that petition.is not.dismiss" within fifteen (15) days of its filing. Any suspension of services made
<br /> pursuant to the provisions of this paragraph shall continue until such time as this agreement has been fully and
<br /> properly assumed in accordance with the applicable provisions of the United states Bankruptcy Code and in compliance
<br /> with the final order or judgment issued by the Bankruptcy Court.
<br /> 16. This agreement shall not be construed to alter, affect or waive any lien or stop notice right which consultant may have
<br /> for the performances of services pursuant to this agreement. Client agrees to separately provide to consultant the
<br /> present name and address of the record owner of the property on which the project is to be located. Client also agrees
<br /> to separately provide consultant with the name and address of any and all lenders who would loan money on the project
<br /> and who are entitled,to receive a preliminary notice.
<br /> 17. If payment for consultant's services is to be made on behalf of client by a third-party lender, client agrees that
<br /> consultant shall not be required to indemnify the third-party lender, in the foam of an endorsement or otherwise, as
<br /> a condition of receiving payment for services.
<br /> 18. If client fails to_pay consultant within thirty (30) days after invoices are rendered, client agrees consultant shall
<br /> have the right to consider such default in payment a material breach of this entire agreement, and, upon written notice,
<br /> the duties,-obligations, and responsibilities of consultant under this agreement are suspended or terminated. In such
<br /> event, client shall promptly pay consultant for all fees, chargee, and services provided by consultant.
<br /> 19. All fees and other charges will be billed monthly and shall be due at the time of billing unless otherwise specified
<br /> in this agreement.
<br /> 20.., Client agrees that the periodic billings from consultant to client are correct, Conclusive, and binding on client-unless
<br /> 'al"at
<br /> lientunless
<br /> k"atsdE :moi-fraw11e ante or reo.ipt of such bl, 4,10M1�lti( '; +rsce '.
<br /> inaccuracies, diaipanta3asr or errorm in billing
<br /> 21. Client agrees to pay a monthly late payment charge, which will be the lesser'of, one and one-half percent (1/2t) per
<br /> month or a monthly charge not to exceed the maximum legal rate, which will, be applied to any unpaid balance commencing
<br /> thirty (30) days after the date of the original billing.
<br /> 22. If consultant, pursuant to this agreement, produces plans, specifications, or other documents and/or performs field
<br /> services, and such plains, specifications, and other documents and/or field.serviese which are required by one or more
<br /> governmental agency," and .one ,oar more such governmental agency changes its ordinances,- policies, procedures. or
<br /> requirements after the date of this agreement, any additional office or field services thereby required shall be paid
<br /> for by client as extra services.'
<br /> 23. In the event consultant's fee schedule changes due to any increase of costs such as the granting of wage increases
<br /> and/or other employee benefits.to field or office employees due to terms of any labor agreement, or rise in the cost
<br /> of living, during the lifetime of this agreement, a percentage increase shall be applied to all remaining compensation.
<br /> 24. Client agrees that if client requests services not specified pursuant to the scope of services description within this
<br /> agreement, client agrees to pay for all such additional services as extra work.
<br /> 25. Client acknowledges that the design services performed pursuant to this agreement are based upon field and other
<br /> conditions existing at the time these services were performed. Client further acknowledges that field and other
<br /> PagQof4(7/93) THE TWINING LABORATORIES,INC.
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