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<br /> KVII.EY-HORN AND ASSOCIATES, INC.
<br /> STANDARD PROVISIONS
<br /> ( 1 ) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform professional
<br /> services extends only to the services specifically described in this Agreement However, if requested by the Client and
<br /> agreed to by the Consultant, the Consultant will perform additional services ("Additional Services'l, and such Additional
<br /> Services shall be governed by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant
<br /> for the performance of any Additional Services an amount based upon the Consultant's then-carrent hourly rates plus an
<br /> amount to cover certain direct expenses including in-house duplicating, local mileage, telephone calls, postage, and word
<br /> processing. Other direct expenses will be billed at 1 .15 times cost Technical use of computers for design, analysis, GIS,
<br /> and graphics, etc., will be billed at $25.00 per hour.
<br /> (2) Client's Responsibilities. In addition to other responsibilities described herein or imposed by law, the Client shall:
<br /> (a) Designate in writing a person to act as its representative with respect to this Agreement, such person having complete-
<br /> authority to transmit instructions, receive information, and make or interpret the Client's decisions.
<br /> (b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project including
<br /> all numerical criteria that are to be met and all standards of development, design, or construction.
<br /> (c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new data
<br /> reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental impact
<br /> assessments or statements, zoning or other land use regulations, etc., upon all of which the Consultant may rely.
<br /> (d) Arrange for access to the site and other private or public property as required for the Consultant to provide its services.
<br /> (e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining thereto
<br /> within a reasonable time so as not to delay the services of the Consultant.
<br /> (f) Furnish approvals and pem its from governmental authorities having jurisdiction over the project and approvals and
<br /> consents from other parties as may be necessary for completion of the Consultant's services.
<br /> (g) Cause tube provided such independent accounting, legal, insurance, cost estiamting and overall feasibility services as
<br /> the Client may require or the Consultant may reasonably request in furtherance of the project development
<br /> (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the
<br /> scope and timing of the Consultant's services of any defect or noncompliance in any aspect of the project
<br /> (i) Bear all costs incident to the responsibilities of the Client
<br /> (3) Period of Services. Unless otherwise stated herein, the Consultant will begin work timely after receipt of an executed
<br /> copy of this Agreement and will complete the services in a reasonable time. This Agreement is made in anticipation of
<br /> conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be
<br /> extended as necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or
<br /> suspension extends for more than six months (cumulatively), Consultant's compensation shall be renegotiated.
<br /> (4) Method of Payment. Compensation shall be paid to the Consultant in accordance with the following provisions:
<br /> (a) Invoices will be submitted periodically, via regular mail or email, for services performed and expenses incurred.
<br /> Payment of each mi voice will be due within 25 days of receipt The Client shall also pay to the Consultant all transaction
<br /> taxes, if any, whether state, local, or federal, levied with respect to amounts paid hereunder, including but not limited to
<br /> sales tax. The Consultant shall be compensated in U.S. dollars. Interest will be added to accounts not paid within 25 days
<br /> at the maxiumr a rate allowed by law. If the Client fails to make any payment dux the Consultant under this or any other
<br /> agreement within 30 days after the Consultants transmittal of its invoice, the Consultant may, after giving notice to the
<br /> Client, suspend services under this Agreement until all amounts due are paid in full.
<br /> (b) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt of
<br /> the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing.
<br /> (c) The Client agrees that the payment to the Consultant is not subject to any contingency or condition The Consultant
<br /> may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to
<br /> have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and
<br /> without prejudicing any right of the Consultant to collect additional amounts from the Client
<br /> (5) Use of Documents. All documents, including but not limited to drawings, specifications, reports, and data or programs
<br /> stored electronically, prepared by the Consultant are related exclusively to the services described in this Agreement, and
<br /> may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented
<br /> to be suitable for use, partial use or reuse by the Client or others on extensions of this project or on any other project. Any
<br /> modifications made by the Client to any of the Consultant's documents, or any use, partial use or reuse of the documents
<br /> without written authorization or adaptation by the Consultant will be at the Clienes sole risk and without liability to the
<br /> Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and
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