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10. REIMBURSABLE EXPENSES. Client shall reimburse 14. DISPUTE RESOLUTION. All claims,disputes or
<br /> DSAtlantic for all expenses necessarily or reasonably controversies arising out of,or in relation to,the
<br /> incurred by DSAtlantic in connection with the performance interpretation,application or enforcement of this Agreement
<br /> of professional services for Client. Expenses shall be shall first be submitted to non-binding mediation pursuant to
<br /> reimbursed at cost plus 10%and include,but are not limited the American Arbitration Association's rules for Commercial
<br /> to,the following: transportation and subsistence incidental Mediation.
<br /> thereto;long distance telephone charges;data processing
<br /> expenses;fax charges;extraordinary computer expenses; 15. APPLICABLE LAW. Unless otherwise specified,this
<br /> outside consultants or services;photographic expenses, Agreement shall be governed by the laws of the State of
<br /> filing and inspection fees paid by DSAtlantic on behalf of North Carolina.
<br /> Client to appropriate regulatory agencies or governing public
<br /> or private entities;document or drawing reproduction or 16. INDEMNIFICATION. The Client hereby indemnifies and
<br /> copying expenses,delivery,shipping and courier expenses; holds harmless DSAtlantic from any and all claims,
<br /> and other out-of-pocket expenses incidental to DSAtlantic's damages,losses and expenses(including attomeys'fees)
<br /> performance of service. arising out of the performance of this Agreement,except
<br /> when such claims,damages,losses and expenses are caused
<br /> 11. PAYMENT TERMS. Invoices for DSAtlantic's services by the negligent acts,errors or omissions of DSAtkmlic.
<br /> shall be submitted at DSAttantic's option,either upon
<br /> completion of such services or on a monthly basis or as may Inasmuch as the remodeling and/or rehabilitation of an
<br /> be otherwise indicated in the Agreement. Invoices shall be existing building or facility requires that certain assumptions
<br /> due and payable within thirty(30)calendar days of the be made regarding existing conditions,and because some of
<br /> invoice date. If the Client takes issue or objects to all or any these assumptions may not be verifiable without expending
<br /> portion of an invoice,the Client shall notify DSAtlantic in additional sums of money,or destroying otherwise adequate
<br /> writing within fourteen(14)calendar days of the invoice or serviceable portions of the building or facility,the Client
<br /> date,clearly identifying the nature of the issue or objection, agrees that,except for negligence on the part of DSAtlantic,
<br /> and then pay that portion of the invoice,if any,not in the Client will hold harmless,indemnify and defend
<br /> dispute. If the undisputed invoice,or the undisputed portion DSAtlantic from and against any and all claims arising out
<br /> thereof is not paid within 30 days,DSAtlantic may,without of the professional services provided under this Agreement.
<br /> waiving any claim or right against the Client,suspend the
<br /> performance of further DSAtlantic services until all invoices 17. STANDARD OF PRACTICE. Services performed by
<br /> under this Agreement more than thirty(30)days past due DSAtlantic under this Agreement will be conducted in a
<br /> are fully paid,or may terminate the Agreement. manner consistent with that level of care and skill ordinarily
<br /> exercised by members of the profession currently practicing
<br /> Late Payments: in the same locality under similar conditions.No other
<br /> Accounts unpaid 30 days after the date of an invoice or representation,expressed or implied,and no warranty or
<br /> undisputed portion thereof may be subject to a monthly guarantee is included or intended in this Agreement,or in
<br /> service charge of 1.5%on the then unpaid balance(18.0% any report,opinion,document or otherwise.
<br /> per annum),at the sole discretion of DSAtlantic. In the
<br /> event any portion or all of an account remains unpaid 60 18. CONSTRUCTION OBSERVATION SERVICES. If
<br /> days after billing,the Client shall be subject to all costs DSAtlantic's construction observation services are included
<br /> incurred by DSAtlantic for collection,including reasonable as part of the Scope of Services in the Agreement,
<br /> attorney's fees. DSAtlantic will provide personnel to observe construction to
<br /> ascertain that it is being performed,in general,in
<br /> 12. HAZARDOUS MATERIALS. Nothing in this Agreement accordance with the plans and specifications.
<br /> shall impose liability on DSAtlantic for claims,lawsuits,
<br /> expenses or damages arising from,or in any manner related DSAtImaic cannot provide its opinion on the suitability of
<br /> to the exposure to,or the handling of,manufacture or any part of the work performed unless measurements and
<br /> disposal of asbestos,asbestos products,or hazardous waste observations of that part of the construction work are made
<br /> in any of its various forms,as defined by the Environmental by DSAtiantic personnel.
<br /> Protection Agency. It is
<br /> understood and agreed that this Agreement does not DSAtlantic's services do not make DSAtlantic a guarantor of
<br /> contemplate services related to such materials including use the Contractor's work,and the Contractor will continue to be
<br /> of asbestos or any hazardous waste material.Therefore, responsible for the accuracy and adequacy of all construction
<br /> Client agrees to hold harmless,defend and indemnify or other activities performed by the Contractor. The
<br /> DSAtlantic from all claims,lawsuits,expenses or damages Contractor will be solely responsible for the means and
<br /> arising from or related to the handling,use,treatment, methods of construction;supervision of personnel and
<br /> purchase,sale,discovery,storage or disposal of asbestos, construction;control of machinery;falsework,scaffolding,or
<br /> asbestos products or any hazardous waste materials(or other temporary construction aids;safety in,on,or about the
<br /> hazardous materials in general)related to the Client's job site;and compliance with OSHA and other applicable
<br /> project. regulations.
<br /> 13. TERMINATION. This Agreement may be terminated by 19. SEVERABILITY. Should any portion or provision of this
<br /> the Client or DSAtlantic upon seven(7)days written notice Agreement be found to be unenforceable then all other
<br /> should the other fail to perform its obligation hereunder provisions shall remain in full force and effect.
<br /> through no fault of the terminating party. In the event of
<br /> termination,the Client shall pay DSAtlandc for all services
<br /> rendered to the date of termination,all reimbursable
<br /> expenses,and termination expenses. February 26,1997
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