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foregoing shall not give rise to any claims or 1. In the event of termination by ADS for <br /> damages or be considered a waiver by either Party of cause or by Owner for convenience, ADS will be <br /> the obligations of this Agreement. entitled to invoice Owner and will be paid in <br /> accordance with Exhibit C for all services <br /> ARTICLE 4-PAYMENTS TO ADS performed or furnished and all Reimbursable <br /> 4.01 Methods of Payment for Services and Expenses incurred through the effective date of <br /> Reimbursable Expenses of ADS termination. <br /> A. For Basic Services. Owner shall pay ADS for 2. In the event of termination by a Party for <br /> Basic Services performed or furnished under Exhibit convenience or by ADS for cause, ADS, in <br /> A,Part 1,as set forth in Exhibit C. addition to invoicing for those items identified in <br /> subparagraph 4.02.D.1,shall be entitled to invoice <br /> B. For Additional Services. Owner shall pay Owner and shall be paid a reasonable amount for <br /> ADS for Additional Services performed or furnished services and expenses directly attributable to <br /> under Exhibit A,Part 2,as set forth in Exhibit C. termination, both before and after the effective <br /> date of termination, such as office relocations and <br /> C. For Reimbursable Expenses. In addition to reassignment of personnel, costs of terminating <br /> payments provided for in paragraphs 4.01.A and contracts with ADS's Subcontractors, and other <br /> 4.01.13, Owner shall pay ADS for Reimbursable related close-out costs, using reasonable methods <br /> Expenses incurred by ADS and ADS's Subcontractors and rates including those for Additional Services <br /> as set forth in Exhibit C. as set forth in Exhibit C. <br /> 4.02 Other Provisions Concerning Payments E. Mobilization. [deleted by agreement of the <br /> A. Preparation of Invoices. Invoices will be parties.] <br /> prepared in accordance with ADS's standard invoicing F. Records of ADS's Costs, Compensation and <br /> practices and will be submitted to Owner by ADS, payment. ADS's fiscal records relating to ADS's <br /> unless otherwise agreed. The amount billed in each compensation and payments under this agreement <br /> invoice will be calculated as set forth in Exhibit C. shall be kept in accordance with ADS's Company <br /> B. Payment of Invoices. Invoices are due and policy and in compliance with applicable State and <br /> payable within thirty (30) days after the date they are Federal law. All other records relating to this <br /> issued by ADS. If Owner fails to make any payment Agreement shall be kept for a period not to exceed <br /> due ADS for services and or reimbursable expenses two(2)years from the date the record was generated, <br /> within thirty (30) days after issuance of ADS's unless this period is extended in writing by ADS. <br /> invoice,the amounts due ADS will be increased at the <br /> rate of one-half percent (.5%) per month from said G. Legislative Actions. In the event of legislative <br /> thirtieth day. In addition, ADS may, after giving five actions after the Effective Date of the Agreement by <br /> (5) business days written notice to Owner, suspend any level of government that impose any taxes,fees,or <br /> services under this Agreement until ADS has been costs on ADS's services or other costs in connection <br /> paid in full all amounts due for services,expenses,and with Work hereunder or compensation, such new <br /> other related charges. Payments will be credited first taxes, fees, or costs shall be invoiced to and paid by <br /> Owner as a Reimbursable Expense. Should such <br /> to interest and then to principal. <br /> taxes, fees, or costs be imposed, they shall be in <br /> C. Disputed Invoices. If Owner objects to addition to ADS's estimated total compensation. <br /> ADS's invoice, Owner shall so advise ADS in ARTICLE 5-GENERAL CONSIDERATIONS <br /> writing giving specific reasons within fifteen (15) <br /> business days of receipt of such invoice. In the event 5.01 Standards of Performance <br /> of such dispute, only that portion so contested may be A. The standard of care for all services performed <br /> withheld from payment, and the undisputed portion or furnished by ADS under this Agreement will be the <br /> will be paid. If no such objection is made within the care and skill ordinarily used by members of ADS's <br /> fifteen (15) business day period, the invoice will be profession practicing under similar circumstances at <br /> considered acceptable by Owner. the same time and in the same locality. ADS makes no <br /> warranties, express or implied, under this Agreement <br /> D. Payments Upon Termination. or otherwise, in connection with ADS's services, <br /> except as provided in section 5.01.13. <br /> 2 ADS LLC <br />