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t . • <br /> i � �\ <br /> E ���} <br /> f V �1_.:���,� <br /> U <br /> ; ARTICLE XI-Documents. Provided that URS has been paid for the Services, Client shall have the right <br /> � to use the documents, maps, photographs, drawings and specifications resulting from URS efforts on the � <br /> � project. Reuse of any such materials by Client on any extension of this project or any other project without , <br /> � the written authorization of URS shall be at ClienYs sole risk. URS shall have the right to retain copies of <br /> ! all such materials. URS retains the right of ownership with res ecf to an <br /> � copyrightable materials arising from its Services. P Y patentable concepts o� <br /> { <br /> � <br /> � ARTICLE XII-Termination. Client may terminate all or any portion of the Services for convenience,at its <br /> �� option,by sending a w�itten Notice to URS. Either party can terminate this Agreement or a Work Order for <br /> cause if the other commits a material, uncured breach of this Agreement or becomes insolvent. <br /> � Termination for cause shall be effective twenty(20)days after receipt of a Notice of Termination,unless a <br /> � later date is specified in the Notice. The Notice of Termination for cause shall contain specific reasons for <br /> � termination and both parties shall cooperate in good faith to cure the causes for termination stated in the i <br /> I Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before � <br /> = the effective date of the termination. Client shall pay URS upon invoice for Services performed and ; <br /> � charges incur�ed prior to termination, plus reasonable termination charges. In the event of termination for <br /> � cause, the parties shall have their remedies at law as to any other rights and obligations between them, ( <br /> ; subject to the other terms and co�ditions of this Agreement. <br /> � <br /> i r <br /> ARTICLE XIII-No Third Partv Riqhts. This Agreement shall not create any rights or benefits to parties ` <br /> ( other than Client and URS. No third party shall have the right to rely on URS opinions rendered in ! <br /> � connection with the Services without the written consent of URS and the third party's agreement to be ' <br /> bound to the same conditions and limitations as Client. ` <br /> i <br /> ( <br /> � ARTlCLE XIV - qssiqnments. Neither party to this Agreement shall assign its duties and obligations ' <br /> h hereunder without the prior written consent of the other party. <br /> ARTICLE XV - Hazardous Substances. Afl non-hazardous samples and by-products from sampling <br /> I processes in connecfion with the Services shall be disposed of by URS in accordance with applicable law; <br /> ! provided, however, that any and all such materials, including wastes, that cannot be introduced back into <br /> the environment under existing Iaw without additional treatment, and all hazardous wastes, radioactive <br /> wastes, or hazardous substances("Hazardous Substances")related to the Services,shall be packaged in <br /> accordance with the applicable law by URS and tumed over to Client for appropriate disposal. URS shall !� <br /> not arrange or otherwise dispose of Hazardous Substances under this Agreement. URS, at Client's <br /> request, may assist Client in identifying appropriate alternatives for off-site treatment, storage or disposal <br /> of the Hazardous Substances, but URS shall not make any independent determination relating to the � <br /> selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or <br /> others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. If Client <br /> requires: (1) URS agents or employees to sign such manifests; or (2) URS to hire, for Client, the <br /> Hazardous Substances transportation, treatment, or disposal contractor, then for these two purposes, <br /> URS shall be considered to act as ClienYs agent so that URS will not be considered to be a generator, <br /> transporter, or disposer of such substances or considered to be the arranger for disposal of Hazardous <br /> Substances, and Client shall indemnify URS against any claim or loss resulting from such signing. <br /> ARTICLE XVI -Venue. In the event of any dispute between the parties to this Agreement, the venue for � � <br /> the dispute resolution shalt be any state or federal court in the United States having jurisdiction over the - <br /> parties. The foregoing notwithstanding, if the project is located outside the United States, the laws of the <br /> State of California shall govern and in such event, any dispute under the Agreement not resolved amicably <br /> shall be resolved under the binding rules of the American Arbitration Association. <br /> � <br /> ARTICLE XVII - Intes�raxed Writinq and Enforceability. This Agreement constitutes the final and i <br /> complete repository of the agreements between Client and URS relating to the Services and supersedes i <br /> all prior or contemporaneous communicafions, representations, or agreements, whether oral or written. <br /> Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized <br /> Representative of each party. The provisions of this Agreement shall be enforced to the fullest extent � <br /> permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision <br /> shall be construed and applied in a way that comes as close as possible to expressing the intention of the � <br /> parties with regard to the provisions and that saves the validity and enforceability of the provision. � <br /> PSA-1.DOC(Rev. 1) 30-AUG-04 _3_ ` <br />