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<br /> Page 4 of 7 <br /> <br />Client Name <br /> <br />SEH D|B agrees to comply with all federal, state, and local laws and ordinances applicable to the services begin performed <br />under this Agreement, including all safety standards. SEH D|B shall be solely and completely responsible for conditions <br />of the job site, including the safety of all persons and property during the performance of the services. SEH D|B represents <br />and warrants that it has the requisite training, skills, and experience necessary to provide the services and is appropriately <br />licensed by all applicable agencies and governmental entities to provide such services. <br /> <br />11. CHANGE ORDERS <br />11.1 The Owner may request that SEH D|B perform additional services not originally included in the basic services <br />identified in Exhibit B. No such work may be done until after the Owner has approved the change order in <br />writing Upon such a request by Owner, SEH D|B will generate a Change Order in writing describing the <br />additionally requested Work and the anticipated compensation for undertaking that Work. . <br />11.2 In any emergency affecting the safety of persons or property, SEH D|B shall act, at its discretion, to prevent <br />threatened damage, injury or loss. If the emergency was not the result of SEH D|B’s fault, SEH D|B will be <br />entitled to an equitable contract adjustment to compensate SEH D|B for its services. <br />11.3 All Change Orders shall include: <br />11.3.1 A detailed description of the Change Order Work to be performed. <br />11.3.2 The amount of any adjustment (up or down) to the SEH D|B contract for the Work done pursuant to <br />Change Order. <br />11.3.3 A modification of the project schedule if necessitated by the Change Order Work. <br /> <br />11.4 SEH D|B may request a change order if it believes work outside the scope of services has been requested or is <br />needed. All such change orders must be approved in writing by the Owner before the work is done. <br /> <br />12. TERM AND TERMINATION <br />12.1 Either party may terminate this Agreement prior to the expiration of the 10-year term for material breach of this <br />Agreement, provided such breach is not cured as set forth below. <br />12.2 If either party believes that the other has materially breached the agreement, then the party alleging the breach <br />shall give the other 15 days written notice setting forth the nature of the claimed breach and confirming the <br />intent to terminate. The party claimed to be in breach will then have 15 days to cure the condition which <br />constitutes the alleged material breach of the contract, or demonstrate that no breach exists. If the party in <br />breach fails to correct the breach or demonstrate no breach exists, the agreement will terminate upon two days <br />written notice. <br />12.3 The Owner may, at any time, terminate this Agreement for the Owner’s convenience without cause upon 30 <br />days written notice. In the event the Owner terminates this Agreement for convenience, SEH D|B shall: <br />12.3.1 Cease operations as directed by the Owner in its notice; <br />12.3.2 Take actions as necessary or as the Owner may direct for the protection and preservation of the Work; <br />and <br />12.3.3 Except for work directed to be performed prior to the effective date of the termination for convenience, <br />terminate all existing subcontracts and purchase orders, and enter in to no further subcontracts and <br />purchase orders. <br />12.3.4 Determine the total amount due for services performed prior to the effective date of the termination <br />for convenience. <br />12.4 In the event of termination for convenience by the Owner, SEH D|B shall be entitled to receive payment for all <br />Work satisfactorily performed through the date of termination, including any Change Orders. <br />12.5 In the event of termination for cause prior to the expiration of the term of this Agreement or any Work Order, <br />Owner shall pay to SEH D|B the remaining amount due for the Work satisfactorily performed and all claims <br />shall be resolved as set forth in the applicable Work Order. Such payment shall be due within 30 days of <br />termination. Payments not received by the last day of the month shall be overdue and will accrue interest at a <br />rate of 1.5% per month or the maximum rate allowed by law whichever is less.