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10. PAYMENT,INTEST AND BREACH. KLM will submit itemized monthly or other periodic invoices for <br /> work previously performed. Invoices are due upon receipt. OWNER will inform KLM of invoice questions <br /> or disagreements within 15 days of invoice date,unless so informed,invoices are deemed correct. OWNER <br /> shall make payment within 30 days after receiving each statement, and overdue payments will bear interest at <br /> 1.5 percent per month if OWNER is a business entity and at the legal rate of interest of the state in which the <br /> project is located if OWNER is a consumer. If any invoice remains unpaid for 60 days, such non-payment <br /> shall be a material breach of this agreement. As a result of such material breach,KLM may, at its sole <br /> option, suspend all duties to the Owner or other persons,without liability. Owner will pay all KLM <br /> collection expenses and attorney fees relating to past due fees,which the Owner owes under this agreement. <br /> 11. MUTUAL INDEMNIFICATION. Except as to matters actually covered by insurance purchased by KLM. <br /> KLM agrees to hold harmless and indemnify OWNER from and against liability arising out of KLM's <br /> negligent performance of the work, subject to any limitations,other indemnification's or other provisions <br /> OWNER and KLM have agreed to in writing. Except as to matters actually covered by insurance purchased <br /> by OWNER,OWNER agrees to hold harmless and indemnify KLM from and against liability arising out of <br /> OWNER'S negligent conduct,subject to any limitations,other indemnification's or other provisions <br /> OWNER and KLM have agreed to. <br /> 12. LIMITATION OF LIABILITY. OWNER agrees to limit KLM's liability to OWNER arising from <br /> professional acts, errors or omissions, such that the total aggregate liability of KLM does not exceed KLM's <br /> project fees except as to matters actually covered by insurance purchased by KLM. <br /> 13. DELAYS. If KLM work delays are caused by Owner,work of others,strikes,natural causes,weather,or <br /> other items beyond KLM's control, a reasonable time extension for performance of work shall be granted, <br /> and KLM shall receive an equitable fee adjustment. <br /> 14. TERMINATION. After 7 days written notice, either party may elect to terminate work for justifiable <br /> reasons. In this event,the OWNER shall pay for all work performed,including demobilization and reporting <br /> costs to complete the file project and reports to OWNER. <br /> 15. SEVERABILITY. Any provisions of this agreement later held to violate a law or regulation shall be <br /> deemed void, and all remaining provisions shall continue in force. However, OWNER and KLM will in <br /> good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, <br /> and which comes as close as possible to expressing the intent of the original provision. <br /> 16. KLM'S DOCUMENTS. All reports, specifications,drawings and other documents furnished by KLM are <br /> part of KLM's services to OWNER for use only for the project, and KLM retains all ownership of said <br /> documents regardless of whether the project is completed. OWNER may retain copies for reference in <br /> connection with the use and occupancy of the project;but KLM does not represent that the documents are <br /> suitable for reuse on extension of the project or on other projects. OWNER and others shall not use the <br /> documents on other projects or extensions of this project except by KLM's written agreement. OWNER <br /> will defend and indemnify KLM from all claims or losses arising out of the unauthorized use of the <br /> documents. <br /> 17. ARBITRATION. Any controversy or claim for money damages arising out of or relating to the making or <br /> performance or interpretation of this AGREEMENT,or the breach of this AGREEMENT,shall be settled <br /> by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration <br /> Association. The arbitration panel shall consist of three arbitrators,at least one of who is a structural <br /> engineer; and the panel may award only money damages and shall not award equitable relief. Judgment <br /> upon the arbitration award may be entered in any court having jurisdiction of the parties. The enforceability <br /> of these arbitration provision and arbitration awards will be governed by the Federal Arbitration Act. <br /> 140 <br />