Professional Services Agreement - American Structurepoint, Inc. - Renewable Fuel Standard Registration Assistance

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2.01 Payment Procedures A. Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within -3-9 35 days of receipt; If Ownl s-t �Rakc nypaymen,Pitineer F.-of r a "-pen ` t —r is"sirue in gee t -efer tut leaf-i"re , ' n�l1l�=tie�td � In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all non -disputed claims against Engineer for any such suspension. Payments w+4-beet�e lit - '~ H+wApa1; 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perfonn in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perfonn and a basis for tenmination. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services for the Project are delayed for more than 90 days for reasons beyond Engineer's control. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.0I I.A. Lb. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.0I I.A. La if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Cogyrlght © 2008 Nalional Society of Professional Engineers for EJCDC. All ri hts reserved.