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KLEINFELDER
<br /> Services performed hereunder through the date of any termination and for all reasonable costs and expenses incurred by
<br /> ` KLEINFELDER in effecting the termination, including, without limitation, non-cancelable commitments, fixed cost
<br /> components, and other demobilization costs.
<br /> 5. COMPENSATION: KLEINFELDER may be compensated for its Services either on a time-and-materials or fixed-
<br /> price basis or any other method as mutually agreed upon and as specified in each Work Order. CLIENT agrees to
<br /> provide any invoice format and contents requirements to KLEINFELDER in advance of signing this Agreement.
<br /> y, Additional charges may apply to any contracting or invoicing specifications outside of KLEINFELDER's standard
<br /> procedures. CLIENT understands that time-and-materials pricing should be construed as an estimate only and that
<br /> true costs may be higher or lower, depending on actual circumstances. If a Work Order is to be performed on a time-
<br /> and-materials basis, KLEINFELDER shall be reimbursed for all hours worked and other costs incurred at the rates and
<br /> terms set forth in its then current fee schedule. KLEINFELDER shall submit its invoices for Services rendered to CLIENT
<br /> monthly. The terms of payment are net thirty (30) days from date of invoice, with a one and one-half percent (1.5%) per
<br /> month service charge on balances past due. Interest on amounts that are past due shall be computed from the initial date
<br /> of invoice. KLEINFELDER may suspend performance of Services under this Agreement until KLEINFELDER has been
<br /> paid in full for all balances past due, including applicable service charges. KLEINFELDER shall be entitled to recover all
<br /> its attorney's fees and costs resulting from its efforts to secure payment from Client.
<br /> 6. INSURANCE: KLEINFELDER currently carries Worker's Compensation, Commercial General Liability, and
<br /> Automobile Liability Insurance for bodily injury and property damage. In addition, KLEINFELDER carries Professional
<br /> Liability and Pollution Prevention insurance coverage.
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<br /> 7. CHANGES: CLIENT or KLEINFELDER may request changes to the scope of Services by altering, adding to, or
<br /> deleting from the Services to be performed by KLEINFELDER. Both Parties agree to negotiate in good faith to determine
<br /> .. changes in scope, any needed equitable adjustment to the price and time for performance of the affected Work Order, and
<br /> to execute an amended Work Order. Should the total cost of KLEINFELDER's performance under a Work Order be
<br /> greater than the estimated amount, KLEINFELDER will notify CLIENT. Failure by both parties to renegotiate in good faith
<br /> the terms and conditions of any Work Order may result in suspension of work without penalties, and termination of this
<br /> Agreement by KLEINFELDER.
<br /> 8. FORCE MAJEURE: If the performance of Services by KLEINFELDER is affected by causes beyond its reasonable
<br /> control, Force Majeure shall result. Force Majeure includes acts of God; acts of a legislative, administrative, or judicial
<br /> entity; acts of CLIENT's separate contractors and consultants; war; fires; floods; labor disturbances; and unusually severe
<br /> or unanticipated weather.
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<br /> 9. INSTRUMENTS OF SERVICE: All reports, drawings, plans, or other documents (or copies) furnished to
<br /> KLEINFELDER by the CLIENT, shall, at CLIENT's written request, be returned upon completion of the Services; provided,
<br /> ` however, that KLEINFELDER may retain one (1) copy of all such documents for record keeping purposes. All reports,
<br /> drawings, plans, documents, software, source code, object code, field notes and work product (or copies thereof) in any
<br /> form prepared or furnished by KLEINFELDER pursuant to this Agreement are instruments of service. Exclusive
<br /> ownership, copyright and title to all such instruments of service shall remain with KLEINFELDER. The opinions and other
<br /> information prepared or furnished by KLEINFELDER under this Agreement, including, without limitation, its instruments of
<br /> service, are not intended to inform, guide, or otherwise influence any entities or persons other than CLIENT with respect to
<br /> any particular business transactions and should not be relied upon by any entities or persons other than CLIENT for any
<br /> purpose. Any requests by third parties for reliance upon the Instruments of Service will be subject to advance approval at
<br /> KLEINFELDER's sole discretion and subject to the terns of KLEINFELDER's then effective policy, which governs
<br /> additional fees and limitations related thereto. KLEINFELDER will not be responsible for damages resulting from any
<br /> ` unauthorized use by CLIENT or others of the instruments of service furnished by KLEINFELDER under this Agreement.
<br /> 10. CLIENT'S RESPONSIBILITIES: CLIENT agrees to (i) convey and discuss with KLEINFELDER all available material,
<br /> data, and information pertaining to the Services, including, without limitation, the composition, quantity, toxicity, or
<br /> potentially hazardous properties of any material known or believed to be present at any site, any hazards that may be
<br /> present, the nature and location of underground or otherwise not readily apparent utilities, summaries and assessments of
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