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7. RE-USEOFDOCUMENTS
<br />All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by
<br />CONSULTANT pursuant to this Agreement, are instruments of service with respect to the project. CONSULTANT retains
<br />ownership of all such documents. OWNER may retain copies of the documents for its information and reference in
<br />connection with the project; however, none of the documents are intended or represented to be suitable for reuse by
<br />OWNER or others on extensions of the project or on any other project. Any reuse without written verification or
<br />adaptation by CONSULTANT for the specific purpose intended will be at OWNER's sole risk and without liability or legal
<br />exposure to CONSULTANT, and OWNER will defend, indemniff and hold harmless CONSULTANT from all claims,
<br />damages, losses and expenses, including aftorney's fees, arising or resulting therefrom. Any such verification or
<br />adaptation will entitle CONSULTANT to further compensation at rates to be agreed upon by OWNER and
<br />CONSULTANT.
<br />8. TERMINATION OF AGREEMENT
<br />O\ /NER or CONSULTANT may terminate the Agreement, in whole or in part, by giving seven (7) days written notice to
<br />the other party. Where the method of payment ls "lump sum," or cost reimbursement, the final invoice will include all
<br />services and expenses associated with the project up to the effeclive date of termination. An equitable adjustment shall
<br />also be made to provide for termination settlement costs CONSULTANT incurs as a result of commitments that had
<br />become firm before termination, and for a reasonable profit for services performed.
<br />9. SEVERABILIry
<br />lf any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding
<br />upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the
<br />other party as a waiver of any subsequent breach of the same provision, term or condition.
<br />10. CONTROLLING AGREEMENT
<br />These Terms and Conditions shall take precedence over any inconsistent or conhadictory provisions contained in any
<br />proposal, contract, purchase order, requisition, notice{o-proceed, or like document.
<br />11. TNVO|CES
<br />CONSULTANT will submit monthly invoices for services rendered and O\A/NER will make payments to CONSULTANT
<br />within thirty (30) days of OWNER's receipt of CONSULTANT's invoice.
<br />CONSULTANT will retain receipts for reimbursable expenses in general accordance with lnternal Revenue Service rules
<br />pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by O\A/NER's
<br />auditors upon request.
<br />lf OWNER disputes any items in CONSULTANT's invoice for any reason, including the lack of supporting
<br />documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice.
<br />OWNER will promptly notiff CONSULTANT of the dispute and request clarification and/or correction. After any dispute
<br />has been seftled, CONSULTANT will include the disputed item on a subsequent, regularly scheduled invoice, or on a
<br />special invoice for the disputed item only.
<br />Ol /NER recognizes that late payment of invoices results in extra expenses for CONSULTANT. CONSULTANT retains
<br />the right to assess O\ /NER interest at the rate of one percent (1%) per month, but not to exceed the maximum rate
<br />allowed by law, on invoices which are not paid within thirty (30) days from the date OIINER receives CONSULTANT's
<br />invoice. ln the event undisputed portions of CONSULTANT's invoices are not paid when due, CONSULTANT also
<br />reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this
<br />Agreement until all past due amounts have been paid in full.
<br />12. CHANGES
<br />The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or
<br />effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change
<br />shall be authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in
<br />compensation shall be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by
<br />CONSULTANT are estimates to perform the services required to complete the project as CONSULTANT understands it
<br />to be defined. For those projects involving conceptual or process development services, activities often are not fully
<br />definable in the initial planning. ln any event, as the project progresses, the facts developed may dictate a change in the
<br />services to be performed, which may alter the scope. CONSULTANT will inform O\A/NER of such situations so that
<br />changes in scope and adjustments to the time of performance and compensation can be made as required. lf such
<br />change, additional services, or suspension of serviees results in an increase or decrease in the cost of or time required
<br />for performance of the services, an equitable adjustment shall be made, and the Agreement modified accordingly.
<br />13. EQUAL EMPLOYMENT AND NONDISCRIMINATION
<br />ln connection with the services under this Agreement, CONSULTANT agrees to comply with the applicable provisions of
<br />federal and state Equal Employment Opportunity for individuals based on color, religion, sex, or national origin, or
<br />disabled veteran, recently separated veteran, other protected veteran and armed forces service medal veteran status,
<br />disabilities under provisions of executive order 11246, and other employment, statutes and regulations, as stated in Title
<br />41 Part 60 of the Code of Federal Regulations S 60-1.4 (a-0, S 60-300.5 (a-e), S 60-741 (a-e).
<br />14. EXECUTION
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