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police power,condemnation or eminent domain. The D. Payments Upon Termination. <br /> foregoing shall not give rise to any claims or <br /> damages or be considered a waiver by either Party of 1. In the event of termination by ADS for <br /> the obligations of this Agreement. cause or by Owner for convenience,ADS will be <br /> entitled to invoice Owner and will be paid in <br /> ARTICLE 4-PAYMENTS TO ADS accordance with Bxhibit C for all services <br /> 4.01 Methods of Payment for Services and performed or furnished and all Reimbursable <br /> Reimbursable Ezpenses of ADS Expenses incurred through the effective date of <br /> termination. <br /> A. For Basic Services. Owner shall pay ADS for <br /> Basic Services performed or furnished under Exhibit 2. In the event of termination by a Party for <br /> A,Part 1,as set forth in Exhibit C. convenience or by ADS for cause, ADS, in <br /> addition to invoicing for those items identified in <br /> B. For Additional Services. Owner shall pay subparagraph 4.02.D.1,shall be entitled to invoice <br /> ADS for Additional Services performed or furnished Owner and shall be paid a reasonable amount for <br /> under Exhibit A,Part 2,as set forth in E�chibit C. services and expenses directly attributable to <br /> termination, both before and after the effective <br /> C. For Reimbursable Expenses. In addition to date of termination,such as of�ice relocations and <br /> payments provided for in paragraphs 4.O1.A and reassignment of personnel, costs of terminating <br /> 4.O1.B, Owner shall pay ADS for Reimbursable contracts with ADS's Subcontractors, and other <br /> Expenses incurred by ADS and ADS's Subcontractors related close-out costs, using reasonable methods <br /> as set forth in Exhibit C. and rates including those for Additional Services <br /> as set forth in Exhibit C. <br /> 4.02 Other Provisions Concerning Payments <br /> A. Preparation of lnvoices. Invoices will be E. Mobilization. [deleted by agreement of the <br /> prepared in accordance with ADS's standard invoicing p�l�'� , <br /> practices and will be submitted to Owner by ADS, I <br /> unless otherwise agreed. The amount billed in each F. Records of ADS's Costs, Compensation and <br /> invoice will be calculated as set forth in Exhibit C. PaYment. ADS's fiscal records relating to ADS's <br /> compensation and payments under this agreement <br /> B. Payment of Irrvoices. Invoices are due and shall be kept in accordance with ADS's Company <br /> payabl�within thirty (30) days after the date they are policy and in compliance with applicable State and <br /> issued by ADS. If Owner fails to make any payment Federal law. All other records relating to this <br /> due ADS for services and or reimbursable expenses Agreement shall be kept for a period not to exceed <br /> two(2)years from the date the record was generated, <br /> within thirty(30)days after issuance of ADS's invoice, unless this period is extended in writing by ADS. <br /> the amounts due ADS will be increased at the rate of <br /> one-half percent (.5%) per month from said thirtieth <br /> day. In addition, ADS may, after giving five (5) G. Legislative Actions. In the event of legislative <br /> business days written notice to Owner, suspend actions after the Effective Date of the Agreement by <br /> services under this Agreement until ADS has been paid any level of government that impose any tarces,fees,or <br /> in full all amounts due for services, expenses, and costs on ADS's services or other costs in connection <br /> other related charges. Payments will be credited first �'�'ith Work hereunder or compensation, such new <br /> � to interest and then to principal. ta��es, fees, or costs shall be invoiced to and paid by <br /> Owner as a Reimbursable Expense. Should such <br /> C. Disputed Invoices. If Owner objects to �es, fees, or costs be imposed, they shall be in <br /> ADS's invoice, Owner shall so advise ADS in �dition to ADS's estimated total compensation. <br /> writing giving specific reasons within fifteen (15) <br /> business days of receipt of such invoice. In the event ARTICLE 5-GENERAL CONSIDERATIONS <br /> of such dispute,only that portion so contested may be 5.01 Standards of Performance <br /> withheld from payment, and the undisputed portion A. The standard of care for all services performed <br /> will be paid. If no such objection is made within the or furnished by ADS under this Agreement will be the <br /> fifteen (15) business day period, the invoice will be care and skill ordinarily used by members of ADS's <br /> considered acceptable by Owner. profession practicing under similar circumstances at <br /> the same time and in the same locality. ADS makes no <br /> 2 ADS LLC <br />