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jreement shall be governed by a nstrued in actor- attached hereto and inc rated Crenr rnn,ars consuaanr rrnnars
<br />the laws of the State of California. herein by reference. In t e event I
<br />tant shall only act as an advisor in all governmental re- that consultant is required to sign
<br />7ucg. All original papers, documents, drawings and other work prod
<br />t of consultant, and copies thereof, produced by consultant
<br />pursuant to this agreement shall remain the property of consultant
<br />and may be used by consultant without the consent of client. Upon
<br />request and payment of the costs involved, client is entitled to a copy
<br />of all papers, documents and drawings provided client's account is
<br />paid current.
<br />9. Client acknowledges that its right to utilize the services and
<br />work product provided pursuant to this agreement will continue only
<br />so long as client is not in default pursuant to the terms and conditions
<br />of this agreement and client has performed all obligations under this
<br />agreement. Client further acknowledges that consultant has the un-
<br />restricted right to uae the services provided pursuant to this agree-
<br />ment as well as all work product provided pursuant to this agree-
<br />ment.
<br />10. Client and consultant agree to cooperate with each other in
<br />every way on the project.
<br />11. Upon request, client shall execute and deliver, or cause to be
<br />executed and delivered, such additional instruments, documents,
<br />governmental fees and charges which are necessary to perform the
<br />terms of this agreement.
<br />12. Consultant makes no representations concerning soil condi-
<br />tions unless specifically included in writing in this agreement, and he
<br />is not responsible for any liability that may arise out of the making or
<br />failure to make soil surveys, or sub -surface soil tests, or general soil
<br />testing.
<br />13. Client agrees not to use or permit any other person to use plans,
<br />drawings, or other work product prepared by consultant, which
<br />plans, drawings, or other work product are not final and which are not
<br />signed, and stamped or sealed by consultant. Client agrees to be
<br />liable and responsible for any such use of nonfinal plans, drawings,
<br />or other work product not signed and stamped or sealed by consult-
<br />ant and waives liability against consultant fortheir use. Clientfurther
<br />agrees that final plans, drawings or other work product are for the
<br />exclusive use of client and may be used by client only for the project
<br />described on the face hereof. Such final plans, drawings or other
<br />work product may not be changed nor used on a different project
<br />without the written authorization or approval by consultant. If
<br />consultant's work product exists in electronic or computerized
<br />format, or is transferred in electronic or computerized format, the
<br />stamp, seal and signature shall be original and may not be a
<br />computer-generated copy, photocopy, or facsimile transmission of
<br />the original.
<br />14. Consultant has a right to complete all services agreed to be ren-
<br />dered pursuant to this contract. In the event this agreement is ter-
<br />minated before the completion of all services, unless consultant is
<br />responsible for such early termination, client agrees to release con-
<br />sultant from all liability for services performed. In the event all or any
<br />portion of the services or work product prepared or partially pre-
<br />pared by consultant be suspended, abandoned, or terminated,
<br />client shall pay consultant for all fees, charges, and services
<br />provided for the project, not to exceed any contract limit specified
<br />herein. Client acknowledges if the project services are suspended
<br />and restarted, there will be additional charges due to suspension of
<br />the services which shall be paid for * client as extra services.
<br />15. If the scope of services to be provided by consultant pursuant
<br />to the terms of this agreement include an ALTA survey, client agrees
<br />that consultant may sign one of the two ALTA Survey Statements
<br />a statement or certificate which
<br />- differs from the ALTA Survey Statements contained in the attach-
<br />ment, client hereby agrees to indemnify and hold consultant harm-
<br />less from any and all liability arising from or resulting from the sign.
<br />ing of any statement which differs from those statements contained
<br />in the attachment.
<br />16. If the scope of services to be provided by consultant pursuant
<br />to the terms of this agreement include the preparation of grading
<br />plans but exclude construction staking services, client acknowl-
<br />edges that such staking services normally include coordinating civil
<br />engineering services and the preparation of as -built drawings pur-
<br />suant to Uniform Building Code Chapter 70 or local grading ordi-
<br />nances and client will be reqLdred to retain such services f
<br />rom an-
<br />other consultant or pay consultant pursuant to this agreement for
<br />such services as extra work in accordance withProvision 26.
<br />17. Consultant shall be entitled to immediately, and without
<br />suspend the performance of any and all of its obligations pursuant
<br />to this agreement if client files a voluntary petition seeking relief
<br />underthe United States Bankruptcy Code or if there is an involuntary
<br />bankruptcy petition filed against client in the United States Bank-
<br />ruptcy Court, and that petition is not dismissed within fifteen (15)
<br />days of its filing. Any suspension of services made pursuant to the
<br />provisions of this paragraph shall continue until such time as this
<br />agreement has been fully and properly assumed in accordance with
<br />the applicable provisions of the United States Bankruptcy Code and
<br />in compliance with the final order or judgment issued by the
<br />Bankruptcy Court.
<br />18. This agreement shall not be construed to alter, affect or waive
<br />any lien or stop notice right which consultant may have for the
<br />performance of services pursuant to this agreement. Client agrees
<br />to separately provide to consultant the present name and address
<br />of the record owner of the property on which the project is to be
<br />located. Client also agrees to separately provide consultant with the
<br />name and address of any and all lenders who would loan money on
<br />the project and who are entitled to receive a preliminary notice.
<br />19. If payment for consultant's services is to be made on behalf of
<br />client by a third -party lender, client agrees that consultant shall not
<br />be required to indemnify the third -party lender, in the form of an en-
<br />dorsement or otherwise, as a condition of receiving payment for
<br />services.
<br />20. If client fails to pay consultant within thirty (30) days after
<br />invoices are rendered, client agrees consultant shall have the right
<br />to consider such default in payment a material breach of this entire
<br />agreement, and, upon written notice, the duties, obligations, and
<br />responsibilities of consultant under this agreement are suspended
<br />or terminated. In such event, client shall promptly pay consultant for
<br />all fees, charges, and services provided by consultant.
<br />21. All fees and other charges will be billed monthly and shall be
<br />due at the time of billing unless otherwise specified in this agree-
<br />ment.
<br />22. Client agrees that the periodic billings from consultant to client
<br />are correct, conclusive, and binding on client unless client, within ten
<br />(10) days from the date of receipt of such billing, notifies consultant
<br />in writing of alleged inaccuracies, discrepancies, or errors in billing.
<br />23. Client agrees to pay a monthly late payment charge, which will
<br />be the lesser of, one and one-half *percent (1 1/2%) per month or a
<br />monthly charge not to exceed the maximum legal rate, which will be
<br />applied to any unpaid balance commencing thirty (30) days after the
<br />date of the original billing.
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