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5 In the event of any changes in the scope of services to be performed by Walker, as <br />directed by Client, Walker shall prepare and submit a change order defining the <br />change in scope, and setting forth the change, if any, in the schedule and cost. <br />Upon written approval of the change order, Walker shall proceed with the work and <br />compensation will be adjusted in accordance with the approved change order. <br />0 Client must provide all reeaoD8b|a assistance required by Walker in connection with <br />the services, including, without limitation, all information related to the services or <br />subject matter thereof in Client's possession, custody or control reasonably required <br />by Walker. <br />7This proposal iovalid for 10 business days from the date ofsubmission excluding <br />significant delays or phC8 increases. In the event Ofsignificant delay or price increase Of <br />material 0requipment occurring between the date 0fthis proposal and the date <br />of execution of the Subcontract through no fault of Walker Engineering, Inc. <br />("Walker"), Walker reserves the right to withdraw this proposal and/or the <br />Subcontract sum, Subcontract schedule, and contract requirements shall be <br />equitably adjusted. <br />8Except aootherwise specified inthe Proposal, Client will pay each invoice within 3U <br />days of its date. Interest will be charged On unpaid balances beginning 30 days from <br />the invoice date at the lesser of 1.5% per month or the nnoxi[nurn rate permissible <br />under |@vx. Upon 10 business days' notiCe. VVo|k8r may suspend Services without <br />liability until all past due amounts, including accrued interest, have been paid in full. <br />If Walker takes legal action to enforce payment and prevails, Client shall reimburse <br />Walker for all collection and legal costs. Client shall pay Walker for Services rendered <br />regardless of whether Services are intended in whole or in part to benefit a third party. <br />S Notwithstanding anything [0the contrary contained inthe Agreement, the parties agree <br />to waive all C|ainnS against each other for any incideD18|, special, indirect, punitive, <br />exemplary or consequential damages that may arise out of or relate to this Agreement. <br />10 The proposal and any subsequent contract shall be governed by the substantive laws <br />8fthe jurisdiction inwhich the Project ia|8C81ed8he"JuhediCdon"\TheJuhSdiCdon'e <br />courts have exclusive jurisdiction and venue over all disputes arising out 0fthe <br />Contract, and the Jurisdiction is deemed to be the place of performance for all <br />obligations under the Contract. The Parties waive any objection to the Jurisdiction's <br />courts on grounds of inconvenient forum or otherwise. <br />11 Uretention iSrequired per contract documents then itshall not exceed 5% <br />12|fthis proposal iSaccepted, the8bovetermSwiUbeincorpo[Gtodinto@nyoubo0ntraot <br />U| <br />EXCLUSIONS: <br />1 Overtime, expediting oracceleration fees <br />2 Trash removal from site and any associate fees ( however, trash will be <br />WALKER ENGINEERM INC. 3OF4 <br />